10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2019

OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File No. 000-33383

WIZARD ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

Delaware	98-0357690
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

662 N. Sepulveda Blvd., Suite 300

Los Angeles, CA 90049

(Address of principal executive offices)

(310) 648-8410

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes [X] No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	[  ]	Accelerated filer	[  ]
Non-accelerated filer (Do not check if a smaller reporting company)	[  ]	Smaller reporting company	[X]
Emerging Growth Company	[  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

As of November 14, 2019, there were 70,135,036 shares outstanding of the registrant’s common stock.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	7
Item 4.	Controls and Procedures	8
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	8
Item 1A.	Risk Factors	8
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	8
Item 3.	Defaults Upon Senior Securities	8
Item 4.	Mine Safety Disclosures	8
Item 5.	Other Information	8
Item 6.	Exhibits	9
Signatures		10

2

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

Wizard Entertainment, Inc.

September 30, 2019

Index to the Condensed Consolidated Financial Statements

Contents	Page(s)
Condensed Consolidated Balance Sheets at September 30, 2019 (unaudited) and December 31, 2018	F-2
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2019 and 2018 (unaudited)	F-3
Condensed Consolidated Statements of Stockholders’ Deficit for the Three Months Ended September 30, 2019 and 2018 (unaudited)	F-4
Condensed Consolidated Statements of Stockholders’ Deficit for the Nine Months Ended September 30, 2019 and 2018 (unaudited)	F-5
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2019 and 2018 (unaudited)	F-6
Notes to the Condensed Consolidated Financial Statements (unaudited)	F-7

F-1

Wizard Entertainment, Inc.

Condensed Consolidated Balance Sheets

	September 30, 2019			December 31, 2018
	(unaudited)
Assets
Current Assets
Cash and cash equivalents	$	313,645		$	1,014,671
Accounts receivable, net		1,050			124,395
Inventory		-			-
Prepaid convention expenses		17,354			762,110
Prepaid expenses		106,012			136,317
Deferred offering costs		79,467			79,467
Total Current Assets		517,528			2,116,960
Property and equipment, net		70,349			99,788
Operating lease right of use asset, net		191,954			-
Security deposits		9,408			9,408
Total Assets	$	789,239		$	2,226,156
Liabilities and Stockholders’ Deficit
Current Liabilities
Accounts payable and accrued expenses	$	2,803,456		$	2,710,989
Unearned revenue		987,603			1,710,722
Operating lease liability		89,788			-
Convertible promissory note – related party, net		2,500,000			2,495,001
Due to CONtv joint venture		224,241			224,241
Total Current Liabilities		6,605,088			7,140,953
Operating lease liability, net		104,610			-
Total Liabilities		6,790,698			7,140,953
Commitments and contingencies
Stockholders’ Deficit
Preferred stock par value $0.0001: 20,000,000 shares authorized; 5,768,956 and 5,768,956 shares issued and outstanding, respectively		577			577
Preferred stock par value $0.0001: 50,000 shares designated Series A cumulative, no shares outstanding, respectively		-			-
Common stock par value $0.0001: 80,000,000 shares authorized; 70,135,036 and 70,135,036 shares issued and outstanding, respectively		7,015			7,015
Additional paid-in capital		21,270,099			21,026,999
Accumulated deficit		(27,185,652	)		(25,936,890	)
Non-controlling interest		(12,498	)		(12,498	)
Total Stockholders’ Deficit		(5,920,459	)		(4,914,797	)
Total Liabilities and Stockholders’ Deficit	$	789,239		$	2,226,156

See accompanying notes to the condensed consolidated financial statements

F-2

Wizard Entertainment, Inc.

Condensed Consolidated Statements of Operations

	For the Three Months Ended						For the Nine Months Ended
	September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
Convention Revenues	$	2,830,254		$	4,468,776		$	8,922,869		$	13,571,809
Cost of revenues		2,727,310			3,469,061			7,849,948			10,844,897
Gross margin		102,944			999,715			1,072,921			2,726,912
Operating expenses
Compensation		325,062			425,138			1,110,986			1,346,719
Consulting fees		134,094			130,092			351,938			354,109
General and administrative		235,287			448,688			629,183			991,282
Total operating expenses		694,443			1,003,918			2,092,107			2,692,110
(Loss) income from operations		(591,499	)		(4,203	)		(1,019,186	)		34,802
Other expenses
Interest expense		(74,874	)		(443,304	)		(229,576	)		(873,198	)
Total other expenses		(74,874	)		(443,304	)		(229,576	)		(873,198	)
Loss before income tax provision		(666,373	)		(447,507	)		(1,248,762	)		(838,396	)
Income tax provision		-			-			-			-
Net loss		(666,373	)		(447,507	)		(1,248,762	)		(838,396	)
Net loss attributable to non-controlling interests		-			-			-			-
Net loss attributable to common stockholders	$	(666,373	)	$	(447,507	)	$	(1,248,762	)	$	(838,396	)
Loss per share - basic	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.01	)
Loss per share - diluted	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.01	)
Weighted average common shares outstanding - basic		70,135,036			68,535,036			70,135,036			68,535,036
Weighted average common shares outstanding - diluted		70,135,036			68,535,036			70,135,036			68,535,036

See accompanying notes to the condensed consolidated financial statements

F-3

Wizard Entertainment, Inc.

Condensed Consolidated Statement of Stockholders’ Deficit

(unaudited)

For the Three Months Ended September 30, 2019

	Preferred Stock Par Value $0.0001				Common Stock Par Value $0.0001				Additional Paid-in		Accumulated			Non- controlling			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Interest			Deficit
Balance – June 30, 2019		5,768,956	$	577		70,135,036	$	7,015	$	21,214,692	$	(26,519,279	)	$	(12,498	)	$	(5,309,493	)
Share-based compensation		-		-		-		-		55,407		-			-			55,407
Net income		-		-		-		-		-		(666,373	)		-			(666,373	)
Balance – September 30, 2019		5,768,956	$	577		70,135,036	$	7,015	$	21,270,099	$	(27,185,652	)	$	(12,498	)	$	(5,920,459	)

For the Three Months Ended September 30, 2018

	Preferred Stock Par Value $0.0001				Common Stock Par Value $0.0001				Additional Paid-in		Accumulated			Non- controlling			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Interest			Deficit
Balance - June 30, 2018		-	$	-		68,535,036	$	6,855	$	19,999,173	$	(23,712,360	)	$	(12,498	)	$	(3,718,830	)
Share-based compensation		-		-		-		-		11,106		-			-			11,106
Net loss		-		-		-		-		-		(447,507	)		-			(447,507	)
Balance - September 30, 2018		-	$	-		68,535,036	$	6,855	$	20,010,279	$	(24,159,867	)	$	(12,498	)	$	(4,155,231	)

See accompanying notes to the condensed consolidated financial statements

F-4

Wizard Entertainment, Inc.

Condensed Consolidated Statement of Stockholders’ Deficit

(unaudited)

For the Nine Months Ended September 30, 2019

	Preferred Stock Par Value $0.0001				Common Stock Par Value $0.0001				Additional Paid-in		Accumulated			Non- controlling			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Interest			Deficit
Balance - December 31, 2018		5,768,956	$	577		70,135,036	$	7,015	$	21,026,999	$	(25,936,890	)	$	(12,498	)	$	(4,914,797	)
Share-based compensation		-		-		-		-		243,100		-			-			243,100
Net income		-		-		-		-		-		(1,248,762	)		-			(1,248,762	)
Balance – September 30, 2019		5,768,956	$	577		70,135,036	$	7,015	$	21,270,099	$	(27,185,652	)	$	(12,498	)	$	(5,920,459	)

For the Nine Months Ended September 30, 2018

	Preferred Stock Par Value $0.0001				Common Stock Par Value $0.0001				Additional Paid-in		Accumulated			Non- controlling			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Interest			Deficit
Balance - December 31, 2017		-	$	-		68,535,036	$	6,855	$	19,960,893	$	(23,321,471	)	$	(12,498	)	$	(3,366,221	)
Share-based compensation		-		-		-		-		49,386		-			-			49,386
Net loss		-		-		-		-		-		(838,396	)		-			(838,396	)
Balance – September 30, 2018		-	$	-		68,535,036	$	6,855	$	20,010,279	$	(24,159,867	)	$	(12,498	)	$	(4,155,231	)

See accompanying notes to the condensed consolidated financial statements

F-5

Wizard Entertainment, Inc.

Condensed Consolidated Statements of Cash Flows

	For the Nine Months Ended
	September 30, 2019			September 30, 2018
	(unaudited)			(unaudited)
Cash Flows From Operating Activities:
Net loss	$	(1,248,762	)	$	(838,396	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		36,390			63,578
Accretion of debt discount		4,999			648,723
Right-of-use asset amortization		2,444			-
Share-based compensation		243,100			49,386
Changes in operating assets and liabilities:
Accounts receivable		123,345			135,939
Inventory		-			1,204
Prepaid convention expenses		744,756			(168,379	)
Prepaid expenses		30,305			(224	)
Accounts payable and accrued expenses		92,467			1,297,014
Unearned revenue		(723,119	)		(1,701,678	)
Net Cash Used In Operating Activities		(694,075	)		(512,833	)
Cash Flows from Investing Activities:
Purchase of property and equipment		(6,951	)		(11,421	)
Net Cash Used In Investing Activities		(6,951	)		(11,421	)
Net change in cash and cash equivalents		(701,026	)		(524,254	)
Cash and cash equivalents at beginning of reporting period		1,014,671			1,769,550
Cash and cash equivalents at end of reporting period	$	313,645			1,245,296
Supplemental disclosures of cash flow information:
Interest paid	$	-		$	-
Income tax paid	$	-		$	-
Supplemental disclosure of noncash investing and financing activities:
Right-of-use assets obtained in exchange for lease obligations	$	252,980		$	-
Deferred offering costs in accounts payable	$	-		$	73,174

See accompanying notes to the condensed consolidated financial statements

F-6

Wizard Entertainment, Inc.

September 30, 2019

Notes to the Condensed Consolidated Financial Statements

(unaudited)

Note 1 – Organization and Operations

Wizard Entertainment, Inc.

Wizard Entertainment, Inc., formerly GoEnergy, Inc. and Wizard World, Inc. (“Wizard Entertainment” or the “Company”) was incorporated on May 2, 2001, under the laws of the State of Delaware. The Company, through its operating subsidiary, is a producer of pop culture and live multimedia conventions across North America. Effective October 5, 2018, the Company changed its name to Wizard Entertainment, Inc.

Note 2 – Going Concern Analysis

Going Concern Analysis

The Company had loss from operations of $(1,109,186) and income from operations of $34,802 for the nine months ended September 30, 2019 and 2018, respectively. As of September 30, 2019, we had cash and working capital deficit of approximately $313,600 and $6.1 million, respectively. We have evaluated the significance of these conditions in relation to our ability to meet our obligations, which raise significant doubts about the Company’s ability to continue as a going concern through December 2020.

Management believes that both related parties (management and members of the Board of Directors of the Company) and potential external sources of debt and/or equity financing may be obtained based on management’s history of being able to raise capital from both internal and external sources coupled with current favorable market conditions. Therefore, the accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

The Company has embarked upon and is exploring initiatives in addition to its tour of Comic Conventions. For example, (i) On June 8, 2019 the Company produced the specialized “Ghostbusters Fan Fest” on the Sony Pictures lot (ii) the entry into the fixed-site Comic Convention and immersive entertainment space, (iii) the launch of a touring event in Asia, (iv) production activities in the Middle East and (v) acquisitions of complementary businesses through the M&A process. It is contemplated that these activities, in addition to other activities, will broaden the scope of the Company’s portfolio of revenue-generating activities.

The condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the matters discussed herein. While the Company believes in the viability of management’s strategy to generate sufficient revenue, control costs and the ability to raise additional funds if necessary, there can be no assurances to that effect. The Company’s ability to continue as a going concern is dependent upon the ability to further implement the business plan, generate sufficient revenues and to control operating expenses

Note 3 – Significant and Critical Accounting Policies and Practices

The management of the Company is responsible for the selection and use of appropriate accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles.

F-7

Basis of Presentation - Unaudited Interim Financial Information

The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) with respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited condensed consolidated financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2018 and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the SEC on April 1, 2019.

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Principles of Consolidation

The condensed consolidated financial statements include all accounts of the entities as of the reporting period ending date(s) and for the reporting period(s).

All inter-company balances and transactions have been eliminated. Non–controlling interest represents the minority equity investment in the Company’s subsidiaries, plus the minority investors’ share of the net operating results and other components of equity relating to the non–controlling interest.

As of September 30, 2019 and December 31, 2018, the aggregate non-controlling interest in ButtaFyngas was ($12,498). The non-controlling interest is separately disclosed on the Consolidated Balance Sheet.

Cash and Cash Equivalents

The Company considers investments with original maturities of three months or less to be cash equivalents.

The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits.

Fair Value of Financial Instruments

For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amount of the Company’s short-term financial instruments approximates fair value due to the relatively short period to maturity for these instruments.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company generally does not require collateral to support customer receivables. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. The Company determines if receivables are past due based on days outstanding, and amounts are written off when determined to be uncollectible by management. The maximum accounting loss from the credit risk associated with accounts receivable is the amount of the receivable recorded, which is the face amount of the receivable net of the allowance for doubtful accounts. As of September 30, 2019 and December 31, 2018, the allowance for doubtful accounts was $0 and $0, respectively.

F-8

Property and Equipment

Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives of the respective assets as follows:

	Estimated Useful Life (Years)
Computer equipment		3
Equipment		2-5
Furniture and fixture		7
Leasehold improvements		*

(*) Amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever period is shorter.

Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the consolidated statements of operations.

Investments - Cost Method, Equity Method and Joint Venture

In accordance with sub-topic 323-10 of the FASB ASC (“Sub-topic 323-10”), the Company accounts for investments in common stock of an investee for which the Company has significant influence in the operating or financial policies even though the Company holds 50% or less of the common stock or in-substance common stock.

Method of Accounting

Investments held in stock of entities other than subsidiaries, namely corporate joint ventures and other non-controlled entities usually are accounted for by one of three methods: (i) the fair value method (addressed in Topic 320), (ii) the equity method (addressed in Topic 323), or (iii) the cost method (addressed in Subtopic 325-20). Pursuant to Paragraph 323-10-05-5, the equity method tends to be most appropriate if an investment enables the investor to influence the operating or financial policies of the investee.

Investment in CONtv

The Company currently holds a limited and passive interest of 10% in CONtv, a joint venture with third parties and Bristol Capital, LLC (a related party controlled by a member of the Board). CONtv is a digital network devoted to fans of pop culture entertainment and is inactive

For the three and nine months ended September 30, 2019 and 2018, the Company recognized $0 losses from this venture, respectively.

As of September 30, 2019 and December 31, 2018, the investment in CONtv was $0.

As of September 30, 2019 and December 31, 2018, the amount due to CONtv was $224,241.

F-9

Fair Value of Financial Instruments

The Company follows ASC 820-10 of the FASB Accounting Standards Codification to measure the fair value of its financial instruments and disclosures about fair value of its financial instruments. ASC 820-10 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820-10 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The three (3) levels of fair value hierarchy defined by ASC 820-10 are described below:

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally unobservable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, inventory, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values because of the short maturity of these instruments.

Transactions involving related parties typically cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. However, in the case of the convertible promissory note discussed in Note 5, the Company obtained a fairness opinion from an independent third party which supports that the transaction was carried out at an arm’s length basis.

Revenue Recognition and Cost of Revenues

The Company follows the FASB Accounting Standards Codification ASC 606 for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met:

1) Identify the contract with a customer

A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer.

2) Identify the performance obligations in the contract

Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised services, the Company must apply judgment to determine whether promised services are capable of being distinct and distinct in the context of the contract. If these criteria are not met the promised services are accounted for as a combined performance obligation.

F-10

3) Determine the transaction price

The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. None of the Company’s contracts as of September 30, 2019 contained a significant financing component.

4) Allocate the transaction price to performance obligations in the contract

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. However, if a series of distinct services that are substantially the same qualifies as a single performance obligation in a contract with variable consideration, the Company must determine if the variable consideration is attributable to the entire contract or to a specific part of the contract. For example, a bonus or penalty may be associated with one or more, but not all, distinct services promised in a series of distinct services that forms part of a single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. The Company determines standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations.

5) Recognize revenue when or as the Company satisfies a performance obligation

The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer.

Convention revenue is generally earned upon completion of the convention. Unearned convention revenue is deposits received for conventions that have not yet taken place, which are fully or partially refundable depending upon the terms and conditions of the agreements.

The Company recognizes cost of revenues in the period in which the revenues was earned. In the event the Company incurs cost of revenues for conventions that are yet to occur, the Company records such amounts as prepaid expenses and such prepaid expenses are expensed during the period the convention takes place.

Shipping and Handling Costs

The Company accounts for shipping and handling fees in accordance with paragraph 605-45-45-19 of the FASB Accounting Standards Codification. While amounts charged to customers for shipping products are included in revenues, the related costs are classified in cost of revenue as incurred.

Shipping and handling costs were $0 and $0 for the three and nine months ended September 30, 2019 and 2018, respectively.

Equity–based compensation

The Company recognizes compensation expense for all equity–based payments in accordance with ASC 718 “Compensation – Stock Compensation”. Under fair value recognition provisions, the Company recognizes equity–based compensation net of an estimated forfeiture rate and recognizes compensation cost only for those shares expected to vest over the requisite service period of the award.

F-11

Restricted stock awards are granted at the discretion of the Company. These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods, typically over a four-year period (vesting on a straight–line basis). The fair value of a stock award is equal to the fair market value of a share of Company stock on the grant date.

The fair value of an option award is estimated on the date of grant using the Black–Scholes option valuation model. The Black–Scholes option valuation model requires the development of assumptions that are input into the model. These assumptions are the expected stock volatility, the risk–free interest rate, the expected life of the option, the dividend yield on the underlying stock and the expected forfeiture rate. Expected volatility is calculated based on the historical volatility of the Company’s Common stock over the expected option life and other appropriate factors. The expected option term is computed using the “simplified” method as permitted under the provisions of ASC 718-10-S99. The Company uses the simplified method to calculate expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. Risk–free interest rates are calculated based on continuously compounded risk–free rates for the appropriate term. The dividend yield is assumed to be zero as the Company has never paid or declared any cash dividends on the Common stock of the Company and does not intend to pay dividends on the Common stock in the foreseeable future. The expected forfeiture rate is estimated based on historical experience.

Determining the appropriate fair value model and calculating the fair value of equity–based payment awards requires the input of the subjective assumptions described above. The assumptions used in calculating the fair value of equity–based payment awards represent management’s best estimates, which involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and the Company uses different assumptions, the equity–based compensation could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and recognize expense only for those shares expected to vest. If the actual forfeiture rate is materially different from the Company’s estimate, the equity–based compensation could be significantly different from what the Company has recorded in the current period.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2019 and December 31, 2018. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at September 30, 2019 and December 31, 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

The Company may be subject to potential examination by federal, state, and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with federal, state, and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

F-12

The Company is no longer subject to tax examinations by tax authorities for years prior to 2015.

Earnings per Share

Earnings per share (“EPS”) is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. EPS is computed pursuant to Section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16, basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.

The following table shows the outstanding dilutive common shares excluded from the diluted net income (loss) per share calculation as they were anti-dilutive:

	Contingent shares issuance arrangement, stock options or warrants
	For the Nine Months Ended September 30, 2019		For the Nine Months Ended September 30, 2018
Convertible note		16,666,667		16,666,667
Common stock options		4,867,500		3,743,000
Common stock warrants		16,666,667		16,666,667
Total contingent shares issuance arrangement, stock options or warrants		38,200,834		37,076,334

Reclassification

Certain prior period amounts have been reclassified to conform to current period presentation.

Recently Adopted Accounting Guidance

In February 2016, the FASB issued ASU 2016-02 “Leases” (Topic 842) which amended guidance for lease arrangements to increase transparency and comparability by providing additional information to users of financial statements regarding an entity’s leasing activities. Subsequent to the issuance of Topic 842, the FASB clarified the guidance through several ASUs; hereinafter the collection of lease guidance is referred to as ASC 842. The revised guidance seeks to achieve this objective by requiring reporting entities to recognize lease assets and lease liabilities on the balance sheet for substantially all lease arrangements.

On January 1, 2019, the Company adopted ASC 842 using the modified retrospective approach and recognized a right of use (“ROU”) asset and liability in the condensed consolidated balance sheet in the amount of $252,980 related to the operating lease for office space. Results for the three and nine months ended September 30, 2019 are presented under ASC 842, while prior period amounts were not adjusted and continue to be reported in accordance with the legacy accounting guidance under ASC Topic 840, Leases.

F-13

As part of the adoption we elected the practical expedients permitted under the transition guidance within the new standard, which among other things, allowed us to:

1.	Continue applying our current policy for accounting for land easements that existed as of, or expired before, January 1, 2019.
2.	Not separate non-lease components from lease components and instead to account for each separate lease component and the non-lease components associated with that lease component as a single lease component.
3.	Not to apply the recognition requirements in ASC 842 to short-term leases.
4.	Not record a right of use asset or right of use liability for leases with an asset or liability balance that would be considered immaterial.

Refer to Note 7. Operating Leases for additional disclosures required by ASC 842.

Recently Issued Accounting Pronouncements

Management has evaluated all recent accounting pronouncements as issued by the FASB in the form of Accounting Standards Updates (“ASU”) through the date these financial statements were available to be issued and find no recent accounting pronouncements that would have a material impact on the financial statements of the Company.

Note 4 – Property and Equipment

Property and equipment stated at cost, less accumulated depreciation and amortization, consisted of the following:

	September 30, 2019			December 31, 2018
Computer Equipment	$	48,128		$	43,087
Equipment		474,068			469,348
Furniture and Fixtures		62,321			62,321
Leasehold Improvements		22,495			22,495
		607,013			597,251
Less: Accumulated depreciation		(536,665	)		(497,463	)
	$	70,348		$	99,788

Depreciation expense was $36,390 and $63,578 for the nine months ended September 30, 2019 and 2018, respectively.

Note 5 – Related Party Transactions

Wiz Wizard LLC

On December 29, 2014, the Company and a member of the Board formed Wiz Wizard (d/b/a ConBox) in the State of Delaware. The Company and the member of the Board each owned 50% of the membership interest and agreed to allocate the profits and losses accordingly upon repayment of the initial capital contributions on a pro rata basis. On February 4, 2016, the member of the Board assigned his fifty percent (50%) membership interest to the Company. The Company ceased ConBox operations in 2017. Wiz World, LLC was dissolved in March 2019.

Consulting Agreement

On December 29, 2016, the Company entered into a Consulting Services Agreement (the “Consulting Agreement”) with Bristol Capital, LLC, a Delaware limited liability company (“Bristol”) managed by Paul L. Kessler, the Chairman of the Company. Pursuant to the Consulting Agreement, Mr. Kessler will serve as Executive Chairman of the Company. The initial term of the Agreement is from December 29, 2016 through March 28, 2017 (the “Initial Term”). The term of the Consulting Agreement will be automatically extended for additional terms of 90-day periods each (each a “Renewal Term” and together with the Initial Term, the “Term”), unless either the Company or Bristol gives prior written notice of non-renewal to the other party no later than thirty (30) days prior to the expiration of the then current Term.

F-14

During the Term, the Company will pay Bristol a monthly fee (the “Monthly Fee”) of Eighteen Thousand Seven Hundred Fifty and No/100 Dollars ($18,750).

In addition, the Company granted to Bristol options to purchase up to an aggregate of 600,000 shares of the Company’s common stock.

During the nine months ended September 30, 2019 and 2018, the Company incurred net expenses of $127,355 and $168,750, respectively, for services provided by Bristol. At September 30, 2019 and December 31, 2018, the Company accrued $84,134 and $0, respectively, of net monthly fees due to Bristol.

Operating Sublease

On June 16, 2016, the Company entered into a Standard Multi-Tenant Sublease (“Sublease”) with Bristol Capital Advisors, LLC (“Bristol Capital Advisors”), an entity controlled by the Company’s Chairman of the Board. The leased premises are owned by an unrelated third party and Bristol Capital Advisors passes the lease costs down to the Company. The term of the Sublease is for 5 years and 3 months beginning on July 1, 2016 commencing with monthly payments of $8,118. During the nine months ended September 30, 2019 and 2018, the Company paid lease obligations $80,173 and $57,806, respectively, under the Sublease. See Note 7.

Loan from officer

During the nine months ended September 30, 2019, the CEO made a non-interest bearing loan to the Company of $75,000. The outstanding balance under the loan payable at September 30, 3019 was $75,000 and was included in accrued liabilities on the condensed consolidated balance sheet.

Securities Purchase Agreement

Effective December 1, 2016, the Company entered into the Purchase Agreement with Bristol Investment Fund, Ltd. (the “Purchaser”), an entity controlled by the Chairman of the Company’s Board of Directors, pursuant to which the Company sold to the Purchaser, for a cash purchase price of $2,500,000, securities comprising: (i) the Debenture, (ii) Series A Warrants, and (iii) Series B Warrants. Pursuant to the Purchase Agreement, the Company paid $25,000 to the Purchaser and issued to the Purchaser 500,000 shares of Common Stock with a grant date fair value of $85,000 to cover the Purchaser’s legal fees. The Company recorded as a debt discount of $25,791 related to the cash paid and the relative fair value of the shares issued to Purchaser for legal fees.

(i) Debenture

The Debenture with an initial principal balance of $2,500,000, due December 30, 2018 (the “Maturity Date”), will accrue interest on the aggregate unconverted and then outstanding principal amount of the Debenture at the rate of 12% per annum. Interest is payable quarterly on (i) January 1, April 1, July 1 and October 1, beginning on January 1, 2017, (ii) on each date the Purchaser converts, in whole or in part, the Debenture into Common Stock (as to that principal amount then being converted), and (iii) on the day that is 20 days following the Company’s notice to redeem some or all of the of the outstanding principal of the Debenture (only as to that principal amount then being redeemed) and on the Maturity Date. The Debenture is convertible into shares of the Company’s Common Stock at any time at the option of the holder, at an initial conversion price of $0.15 per share, subject to adjustment. In the event of default occurs, the conversion price shall be the lesser of (i) the initial conversion price of $0.15 and (ii) 50% of the average of the 3 lowest trading prices during the 20 trading days immediately prior to the applicable conversion date.

F-15

(ii) Series A Warrants

The Series A Warrants to acquire up to 16,666,667 shares of Common Stock at the Series A Initial Exercise Price of $0.15 and expiring on December 1, 2021. The Warrants may be exercised immediately upon the issuance date, upon the option of the holder.

(iii) Series B Warrants

The Series B Warrants to acquire up to 16,666,650 shares of Common Stock at the Series B Initial Exercise Price of $0.15 and expiring on December 1, 2021. The Series B Warrants were exercised immediately upon the issuance date. The Company received gross proceeds of $1,667 upon exercise of the warrants.

Upon issuance of the note, the Company valued the warrants using the Black-Scholes Option Pricing model and accounted for it using the relative fair value of $1,448,293 as debt discount on the consolidated balance sheet. The debt discount is amortized over the earlier of (i) the term of the debt or (ii) conversion of the debt, using the effective interest method which approximates the interest method. The amortization of debt discount is included as a component of interest expense in the consolidated statements of operations. There was unamortized debt discount of $0 and $4,999 as of September 30, 2019 and December 31, 2018, respectively, which includes the debt discount recorded upon execution of the Securities Purchase Agreement discussed above.

Investment in CONtv

The Company currently holds a limited and passive interest of 10% in CONtv, a joint venture with third parties and Bristol Capital, LLC (a related party controlled by a member of the Board). CONtv is a digital network devoted to fans of pop culture entertainment and is inactive

For the three and nine months ended September 30, 2019 and 2018, the Company recognized $0 losses from this venture, respectively.

As of September 30, 2019 and December 31, 2018, the investment in CONtv was $0.

As of September 30, 2019 and December 31, 2018, the amount due to CONtv was $224,241.

Note 6 – Commitments and Contingencies

Employment Agreements

Appointment of President and Chief Executive Officer

On April 22, 2016, the Board approved the appointment of Mr. John D. Maatta as the Company’s President and Chief Executive Officer, effective as of May 3, 2016. Mr. Maatta will continue to serve as a member of the Board. In addition, the Board granted Mr. Maatta options to purchase up to an aggregate of 1,100,000 shares of the Company’s common stock, subject to the terms and conditions of the Third Amended and Restated 2011 Stock Incentive and Award Plan, which were fully vested as of December 31, 2018. Mr. Maatta formally entered into his Employment Agreement with the Company on July 17, 2016. Effective January 1, 2018, Mr. Maatta has elected to receive 50% of the compensation provided for his employment contract and is currently receiving $125,000 per year with the remainder of the balance deferred which amount is included in accounts payable and accrued expenses on the accompanying condensed consolidated balance sheets. On November 22, 2018, the Board of Directors of the Company decided to issue 1,729,325 shares of Preferred stock for settlement of the deferred compensation due to Mr. Maatta totaling $212,707. Deferred compensation for Mr. Maatta accrued as of September 30, 2019 and December 31, 2018 was $149,655 and $48,680, respectively. Mr. Maatta made a non-interest bearing loan to the Company during the quarter of $75,000, which was included in accrued liabilities on the condensed consolidated balance sheet.

On January 23, 2019, the Company granted options to purchase an additional 400,000 shares of the Company’s common stock. The options were with an exercise price of $0.13 per share, a term of 5 years, and immediate vesting. The options have an aggregated fair value of approximately $46,431 that was calculated using the Black-Scholes option-pricing model based on the assumptions below in Note 8.

F-16

Consulting Agreement

As discussed in Note 6, on December 29, 2016, the Company entered into a Consulting Services Agreement (the “Consulting Agreement”) with Bristol managed by Paul L. Kessler, the Chairman of the Company. Pursuant to the Consulting Agreement, Mr. Kessler will serve as Executive Chairman of the Company. The initial term of the Agreement is from December 29, 2016 through March 28, 2017 (the “Initial Term”). The term of the Consulting Agreement will be automatically extended for additional terms of 90-day periods each (each a “Renewal Term” and together with the Initial Term, the “Term”), unless either the Company or Bristol gives prior written notice of non-renewal to the other party no later than thirty (30) days prior to the expiration of the then current Term.

During the Term, the Company will pay Bristol a monthly fee (the “Monthly Fee”) of $18,750. For services rendered by Bristol prior to entering into the Consulting Agreement, the Company will pay Bristol the Monthly Fee, pro-rated, for the time between September 1, 2016 and December 29, 2016. Bristol may also receive an annual bonus as determined by the Compensation Committee of the Company’s Board of Directors (the “Board”) and approved by the Board. Bristol has deferred payment of the monthly fees due from the Company as defined under the Consulting Agreement. On November 22, 2018, the Board of Directors of the Company decided to issue 4,039,634 shares of Preferred stock for settlement of the outstanding fees due to Bristol totaling $496,875. At September 30, 2019 and December 31, 2018, the Company accrued $84,134 and $0, respectively, of net monthly fees due to Bristol.

In addition, the Company granted to Bristol options to purchase up to an aggregate of 600,000 shares of the Company’s common stock. On January 23, 2019, the Company granted options to purchase an additional 300,000 shares of the Company’s common stock. The options were with an exercise price of $0.13 per share, a term of 5 years, and immediate vesting. The options have an aggregated fair value of approximately $34,823 that was calculated using the Black-Scholes option-pricing model based on the assumptions below in Note 8.

Legal proceedings

The Company has filed suit against a vendor alleging a number of claims on behalf of the Company with regard to decorator services provided to the Company. That dispute has settled on terms that the Company believes are advantageous to its interests.

With the exception of the foregoing dispute, the Company is not involved in any disputes and does not have any litigation matters pending which the Company believes could have a materially adverse effect on the Company’s financial condition or results of operations.

Note 7 – Operating Leases

On June 16, 2016, the Company entered into a Standard Multi-Tenant Sublease (“Sublease”) with Bristol Capital Advisors, an entity controlled by the Company’s Chairman of the Board. The leased premises are owned by an unrelated third party and Bristol Capital Advisors passes the lease costs down to the Company. The term of the Sublease is for 5 years and 3 months beginning on July 1, 2016 commencing with monthly payments of $8,118. During the nine months ended September 30, 2019 and 2018, the Company paid lease obligations of $78,287 and $57,806, respectively, under the Sublease.

We determine if an arrangement contains a lease at inception. Right of use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term.

Our leases consist of leaseholds on office space. We utilized a portfolio approach in determining our discount rate. The portfolio approach takes into consideration the range of the term, the range of the lease payments, the category of the underlying asset and our estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments. We also give consideration to our recent debt issuances as well as publicly available data for instruments with similar characteristics when calculating our incremental borrowing rates.

Our lease term includes options to extend the lease when it is reasonably certain that we will exercise that option. Leases with a term of 12 months or less are not recorded on the balance sheet, per the election of the practical expedient noted above.

F-17

We recognize lease expense for these leases on a straight-line basis over the lease term. We recognize variable lease payments in the period in which the obligation for those payments is incurred. Variable lease payments that depend on an index or a rate are initially measured using the index or rate at the commencement date, otherwise variable lease payments are recognized in the period incurred.

The components of lease expense were as follows:

	Nine Months Ended September 30, 2019
Operating lease		80,173
Sublease income		(28,807	)
Total net lease cost	$	51,366

Supplemental cash flow and other information related to leases was as follows:

	Nine Months Ended September 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	(78,287	)
ROU assets obtained in exchange for lease liabilities:
Operating leases	$	252,980
Weighted average remaining lease term (in years):
Operating leases		1.9 2
Weighted average discount rate:
Operating leases		12	%

The following table presents the maturity of the Company’s lease liabilities as of September 30, 2019:

Fiscal year ending December 31:
2019 (remainder of year)	$	26,612
2020		108,046
2021		83,054
		217,712
Less: Imputed interest		(23,315	)
Present value	$	194,397

Note 8 – Stockholders’ Equity (Deficit)

The Company’s authorized capital stock consists of 100,000,000 shares, of which 80,000,000 are for shares of common stock, par value $0.0001 per share, and 20,000,000 are for shares of preferred stock, par value $0.0001 per share, of which 50,000 have been designated as Series A Cumulative Convertible Preferred Stock (“Series A”). As of September 30, 2019 and December 31, 2018, there were 5,768,956 shares of preferred stock issued and outstanding and 0 shares of Series A, respectively.

As of September 30, 2019 and December 31, 2018, there were 70,135,036 and 70,135,036 shares of common stock issued and outstanding, respectively. Each share of the common stock entitles its holder to one vote on each matter submitted to the shareholders.

F-18

Stock Options

The following is a summary of the Company’s option activity:

	Options			Weighted Average Exercise Price
Outstanding – December 31, 2018		4,345,000		$	0.52
Exercisable – December 31, 2018		3,492,500		$	0.59
Granted		2,142,500		$	0.13
Exercised		-		$	-
Forfeited/Cancelled		(1,620,000	)	$	-
Outstanding – September 30, 2019		4,867,500		$	0.31
Exercisable – September 30, 2019		3,753,333		$	0.35

Options Outstanding							Options Exercisable
Exercise Price		Number Outstanding		Weighted Average Remaining Contractual Life (in years)	Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$	0.13 – 0.94		4,867,500	3.22 years	$	0.31		3,753,333	$	0.35

At September 30, 2019, the total intrinsic value of options outstanding and exercisable was $0.

On January 23, 2019, the Company granted options to employees and consultants to purchase 1,442,500 shares of the Company’s common stock. The options were with an exercise price of $0.13 per share, a term of 5 years, and 2-year vesting. The warrants have an aggregated fair value of approximately $167,440 that was calculated using the Black-Scholes option-pricing model based on the assumptions below.

	September 30, 2019
Risk-free interest rate		2.58	%
Expected life of grants		3.5 years
Expected volatility of underlying stock		169.88	%
Dividends		0	%

The estimated option life was determined based on the “simplified method,” giving consideration to the overall vesting period and the contractual terms of the award.

During the nine months ended September 30, 2019, the Company recorded total stock-based compensation expense related to options of approximately $243,100. The unrecognized compensation expense at September 30, 2019 was approximately $123,900.

F-19

Stock Warrants

The following is a summary of the Company’s warrant activity:

	Warrants		Weighted Average Exercise Price
Outstanding – January 1, 2018		16,666,667	$	0.15
Exercisable – January 1, 2018		16,666,667	$	0.15
Granted		-	$	-
Exercised		-	$	-
Forfeited/Cancelled		-	$	-
Outstanding – December 31, 2018		16,666,667	$	0.15
Exercisable – December 31, 2018		16,666,667	$	0.15
Granted		-	$	-
Exercised		-	$	-
Forfeited/Cancelled		-	$	-
Outstanding – September 30, 2019		16,666,667	$	0.15
Exercisable – September 30, 2019		16,666,667	$	0.15

Warrants Outstanding							Warrants Exercisable
Exercise Price		Number Outstanding		Weighted Average Remaining Contractual Life (in years)	Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$	0.15		16,666,667	2.17 years	$	0.15		16,666,667	$	0.15

At September 30, 2019, the total intrinsic value of warrants outstanding and exercisable was $0.

There were no new warrants granted during the nine months or the year ended September 30, 2019 and December 31, 2018, respectively.

Note 9 – Credit Risk

Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents. As of September 30, 2019 and December 31, 2018, substantially all of the Company’s cash and cash equivalents were held by major financial institutions and the balance in certain accounts exceeded the maximum amount insured by the Federal Deposits Insurance Corporation (“FDIC”). However, the Company has not experienced losses on these accounts and management believes that the Company is not exposed to significant risks on such accounts.

Note 10 – Subsequent Events

On October 30, 2019, Jordan Schur resigned his position as a member of the Board of Directors of the Company. On November 4, 2019, Scott D. Kaufman was elected to be a member of the Board to fill the vacancy created by the resignation of Mr. Schur.

F-20

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

THE FOLLOWING DISCUSSION OF OUR PLAN OF OPERATION AND RESULTS OF OPERATIONS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND RELATED NOTES TO THE FINANCIAL STATEMENTS INCLUDED ELSEWHERE IN THIS REPORT. THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT RELATE TO FUTURE EVENTS OR OUR FUTURE FINANCIAL PERFORMANCE. THESE STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE OUR ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. THESE RISKS AND OTHER FACTORS INCLUDE, AMONG OTHERS, THOSE LISTED UNDER “FORWARD-LOOKING STATEMENTS” AND “RISK FACTORS” AND THOSE INCLUDED ELSEWHERE IN THIS REPORT.

Overview

We intend for this discussion to provide information that will assist in understanding our financial statements, the changes in certain key items in those financial statements, and the primary factors that accounted for those changes, as well as how certain accounting principles affect our financial statements. This discussion should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto for the three and nine month periods ended September 30, 2019 and 2018, included elsewhere in this report and in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2018 and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the SEC on April 1, 2019.

The Company produces live pop culture conventions (“Comic Conventions”) across the United States that provide a social networking and entertainment venue for enthusiasts of movies, TV shows, video games, technology, toys, social networking, gaming, comic books, and graphic novels. Our Comic Conventions provide an opportunity for companies in the entertainment, toy, gaming, publishing and retail business to carry out sales, marketing, product promotion, public relations, advertising, and sponsorship efforts.

During the nine months ended September 30, 2019, the Company was able to continue the utilization of the internal controls and operating procedures and techniques employed by the Company’s management during 2018 in order to enhance the business by creating operating efficiencies and controlling costs. With the reformed internal controls remaining in place, management continued to refine techniques that will increase the net operating revenue derived from the Company’s Comic Conventions. The Company continues to use the policies put in place by management in the last part of 2017 and used by management throughout 2018.

Plan of Operation

At present, the Company is engaged primarily in the live event business and derives income mainly from: (i) the production of Comic Conventions, which involves the sales of admissions and exhibitor booth space, and (ii) sale of sponsorships and advertising.

We plan on continuing to enhance the value proposition of our Comic Conventions by featuring new exhibitors and eclectic celebrities, and generally enhancing the scope and the breadth of the entertainment value provided by the Comic Conventions. Further, we continue to identify new geographic markets for our Comic Conventions. Beginning during the second half of 2017, (and continuing through the present), we embarked on an aggressive review of the costs expended at each of our Comic Conventions, as well as the rational for specific cost-categories. As the result of this review, we identified many operating efficiencies which enabled us to operate our Comic Conventions at a production cost (aside from talent) that is materially lower than previous operations. The savings on logistics and production have enabled us to produce shows that are favorably contributing to the net operating margin. These operating efficiencies, which are continually being further-refined, were used successfully throughout 2018 and during the nine-month period ended September 30, 2019. The intention of the Company is to consistently produce shows more cost-effectively than any other producer in the industry.

3

Concurrently with the Company’s efforts in the Comic Convention business, the Company is selectively producing and branding compelling content and reaching consumers via social media outlets such as Facebook, Twitter and Instagram, as well as the Company’s website, www.wizardworld.com. The Company hopes to increasingly utilize its digital offerings to bolster its Comic Convention business.

The Company will produce 14 live events during 2019. Among the shows being produced in 2019 are shows in the San Francisco Bay Area as well as the return of the production of shows in Pittsburgh and Sacramento. During the nine-month period ended September 30, 2019, we produced 10 Comic Conventions including the smaller and specialized “Ghostbusters Fanfest”.

The Company has embarked upon and is exploring initiatives in addition to its tour of Comic Conventions. For example: (i) On June 8, 2019 the Company produced the specialized “Ghostbusters Fan Fest” on the Sony Pictures lot; (ii) the entry into the fixed-site Comic Convention and immersive entertainment space; (iii) the launch of a touring event in Asia; (iv) consulting with regard to the production of a show in Saudi Arabia; and (v) pursuing the acquisitions of complementary businesses through the M&A process. It is contemplated that these activities, in addition to other activities, will broaden the scope of the Company’s portfolio of revenue-generating activities.

The Company has entered into an agreement to provide programming for the CN Live platform in China. In this regard, the Company has entered into a programming agreement with Associated Television International and is proceeding with its plans to launch an AVOD service on CN Live. The Company has aggregated the initial programming and a 120-day test launch.

Results of Operations

Summary of Statements of Operations for the Three Months Ended September 30, 2019 and 2018:

	Three Months Ended
		September 30, 2019			September 30, 2018
Convention revenue	$	2,830,254		$	4,468,776
Gross margin	$	102,944		$	999,715
Operating expenses	$	694,443		$	1,003,918
Loss from operations	$	(591,499	)	$	(4,203	)
Other expenses	$	(74,874	)	$	(443,304	)
Loss attributable to common shareholder	$	(666,373	)	$	(447,507	)
Loss per common share – basic	$	(0.01	)	$	(0.01	)
Loss per common share – diluted	$	(0.01	)	$	(0.01	)

Convention Revenue

Convention revenue was $2,830,254 for the three months ended September 30, 2019, as compared to $4,468,776 for the comparable period ended September 30, 2018, a decrease of $1,638,522. The Company produced four Comic Convention events during the three months ended September 30, 2019, as compared to five events during the comparable three months ended September 30, 2018. Average revenue generated per event in the third quarter of 2019 was $707,564 as compared to $893,755 during the third quarter of 2018. The average convention revenue during the third quarter of 2019 was smaller than the average revenue during the third quarter of 2018. The Company has recognized that top-line Convention revenue, (the pass-through of revenue to celebrity guests) and the corresponding Operating Costs necessary to generate such revenue may not correlate to the net income realized from operations, and is focused on taking steps to increase its operating margins.

4

Gross Profit

Gross profit percentage for conventions decreased from a gross profit percentage of 22.4% during the three months ended September 30, 2018, to a gross profit percentage of 3.6% during the three months ended September 30, 2019. The gross profit percentage decrease was attributable to a decrease in topline revenue.

Operating Expenses

Operating expenses for the three months ended September 30, 2019, were $694,443, as compared to $1,003,918 for the three months ended September 30, 2018. The change is attributable to efforts by management to operate each Comic Convention more efficiently. General and administrative expenses decreased by $213,401 from the prior year comparative period primarily due to effort by management to control corporate overhead.

Loss from Operations

Loss from operations for the three months ended September 30, 2019, was $591,499 as compared to loss from operations of $4,203 for the three months ended September 30, 2018. The variance was primarily attributable to fewer conventions produced during the period thus generating less revenue to mitigate fixed expenses together with talent-related costs at the Comic Conventions during the period. Management is taking steps to better-control such costs.

Other Expenses

Other expenses for the three months ended September 30, 2019, was $74,874, as compared to $443,304 for the three months ended September 30, 2018. In each case, the expense was interest expense related to the convertible note and corresponding debt discount.

Net Loss Attributable to Common Stockholder

Net loss attributable to common stockholders for the three months ended September 30, 2019, was $666,373 or loss per basic share of $0.01, compared to net loss of $447,507 or loss per basic share of $0.01 for the three months ended September 30, 2018.

Inflation did not have a material impact on the Company’s operations for the applicable period. Other than the foregoing, management knows of no trends, demands, or uncertainties that are reasonably likely to have a material impact on the Company’s results of operations.

Summary of Statements of Operations for the Nine Months Ended September 30, 2019 and 2018:

	Nine Months Ended
		September 30, 2019			September 30, 2018
Convention revenue	$	8,922,869		$	13,571,809
Gross margin	$	1,072,921		$	2,726,912
Operating expenses	$	2,092,107		$	2,692,110
(Loss) income from operations	$	(1,019,186	)	$	34,802
Other expenses	$	(229,576	)	$	(873,198	)
Loss attributable to common shareholder	$	(1,248,762	)	$	(838,396	)
Loss per common share – basic	$	(0.02	)	$	(0.01	)
Loss per common share – diluted	$	(0.02	)	$	(0.01	)

Convention Revenue

Convention revenue was $8,922,869 for the nine months ended September 30, 2019, as compared to $13,571,809 for the comparable period ended September 30, 2018, a decrease of $4,648,940. The Company produced 10 Comic Conventions including the “Ghostbusters Fanfest” during the nine months ended September 30, 2019, as compared to 12 events during the comparable nine months ended September 30, 2018. Average revenue generated per event in the nine-month period of 2019 was $892,287 as compared to $1,130,984 during the comparable nine-month period of 2018. The Company has recognized that top line Convention revenue and the corresponding Operating Costs necessary to generate such revenue may not correlate to the net income realized from operations and is taking steps to increase its operating margins. Additionally, it is noted that the “Ghostbusters” Fanfest was a single-focus event that was smaller than the usual Comic Conventions that are produced by the Company.

5

Gross Profit

Gross profit percentage for conventions decreased from a gross profit percentage of 20.1% during the nine months ended September 30, 2018, to a gross profit percentage of 12.0% during the nine months ended September 30, 2019. The gross profit percentage decrease was attributable to talent-related costs at the Comic Conventions.

Operating Expenses

Operating expenses for the nine months ended September 30, 2019, were $2,092,107, as compared to $2,692,110 for the nine months ended September 30, 2018. The change is attributable to efforts by management to operate each Comic Convention more efficiently. General and administrative expenses decreased by $362,099 from the prior year comparative period primarily due to effort by management to control corporate overhead.

Loss from Operations

Loss from operations for the nine months ended September 30, 2019, was $1,019,186 as compared to income from operations of $34,802 for the nine months ended September 30, 2018. The variance was primarily attributable to a decline in revenue and talent-related costs at the Comic Conventions during the period. Management is taking steps to better control such costs.

Other Expenses

Other expenses for the nine months ended September 30, 2019, was $229,576, as compared to $873,198 for the nine months ended September 30, 2018. In each case, the expense was interest expense related to the convertible note and corresponding debt discount.

Net Loss Attributable to Common Stockholder

Net loss attributable to common stockholders for the nine months ended September 30, 2019, was $1,248,762 or loss per basic share of $0.02, compared to net loss of $838,396 or loss per basic share of $0.01 for the nine months ended September 30, 2018.

Inflation did not have a material impact on the Company’s operations for the applicable period. Other than the foregoing, management knows of no trends, demands, or uncertainties that are reasonably likely to have a material impact on the Company’s results of operations.

Liquidity and Capital Resources

The following table summarizes total current assets, liabilities and working capital at September 30, 2019, compared to December 31, 2018:

		September 30, 2019			December 31, 2018			Increase/(Decrease)
Current Assets	$	517,528		$	2,116,960		$	(1,599,432	)
Current Liabilities	$	6,605,088		$	7,140,953		$	(535,865	)
Working Capital (Deficit)	$	(6,087,560	)	$	(5,023,993	)	$	(1,063,567	)

At September 30, 2019, we had a working capital deficit of $6,087,560 as compared to working capital deficit of $5,023,993, at December 31, 2018, a change of $1,063,567. The change in working capital is primarily attributable to a decrease in cash and cash equivalents and prepaid convention expenses and an overall decrease in current liabilities.

6

Net Cash

Net cash used in operating activities for the nine months ended September 30, 2019 and 2018 was $694,075 and $512,833, respectively. The net loss for the nine months ended September 30, 2019 and 2018, was $1,248,762 and $838,396, respectively.

Going Concern Analysis

The Company had a loss from operations of $1,019,186 and income from operations of $34,802 for the nine months ended September 30, 2019 and 2018, respectively. As of September 30, 2019, we had cash and working capital deficit of approximately $313,600 and approximately $6.1 million, respectively. We have evaluated the significance of these conditions in relation to our ability to meet our obligations, which had previously raised doubts about the Company’s ability to continue as a going concern through the fourth quarter 2020. However, the Company believes that the effects of its cost savings efforts with regard to corporate overhead and show production expenses commenced in 2017 and continued throughout 2018, will continue to be evident throughout 2019.

In addition to its cost containment strategies, the Company is actively engaged in activities associated with the production of a Comic Convention in the Middle East and is proceeding with plans to program an ADVOD linear channel in China.

Additionally, if necessary, management believes that both related parties (management and members of the Board of Directors of the Company) and potential external sources of debt and/or equity financing may be obtained based on management’s history of being able to raise capital from both internal and external sources coupled with current favorable market conditions. Therefore, the accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the matters discussed herein. While the Company believes in the viability of management’s strategy to generate sufficient revenue, control costs and the ability to raise additional funds if necessary, there can be no assurances to that effect. The Company’s ability to continue as a going concern is dependent upon the ability to further implement the business plan, generate sufficient revenues and to control operating expenses.

Off-Balance Sheet Arrangements

As of September 30, 2019, the Company had no off-balance sheet arrangements.

Critical Accounting Policies

There have been no material changes to our critical accounting policies and estimates from the information provided in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our 2018 Annual Report.

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying condensed consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We do not hold any derivative instruments and do not engage in any hedging activities.

7

Item 4. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures.

Pursuant to Rule 13a- 15(b) under the Exchange Act, the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s PEO and PFO concluded that the Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s PEO and PFO, as appropriate, to allow timely decisions regarding required disclosure.

(b) Changes in Internal Control over Financial Reporting.

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The Company is committed to improving financial organization. As part of this commitment, management and the Board perform reviews of the Company’s policies and procedures as they relate to financial reporting in an effort to mitigate future risks of potential misstatements. The Company will continue to focus on developing and documenting internal controls and procedures surrounding the financial reporting process, primarily through the use of account reconciliations, and supervision.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

The Company is not involved in any disputes and does not have any litigation matters pending which the Company believes could have a materially adverse effect on the Company’s financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our Company, our common stock, any of our subsidiaries or of our Company’s or our Company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

However, from time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

Item 1A. Risk Factors.

We believe there are no changes that constitute material changes from the risk factors previously disclosed in our Annual Report on Form 10-K, filed with the SEC on April 1, 2019.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

There were no unregistered sales of the Company’s equity securities during the quarter ended September 30, 2019, that were not otherwise disclosed in a Current Report on Form 8-K.

Item 3. Defaults Upon Senior Securities.

There has been no default in the payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the Company.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

There is no other information required to be disclosed under this item which was not previously disclosed.

8

Item 6. Exhibits.

Exhibit No.	Description
31.1	Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)). *
31.2	Certification by the Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)). *
32.1	Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
32.2	Certification by the Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
101.INS	XBRL Instance Document *
101.SCH	XBRL Taxonomy Extension Schema *
101.CAL	XBRL Taxonomy Extension Calculation Linkbase *
101.DEF	XBRL Taxonomy Extension Definition Linkbase *
101.LAB	XBRL Taxonomy Extension Label Linkbase *
101.PRE	XBRL Taxonomy Extension Presentation Linkbase *

* Filed herewith.

9

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	WIZARD ENTERTAINMENT, INC.
Date: November 14, 2019	By:	/s/ John D. MaattaS
	Name:	John D. Maatta
	Title:	Chief Executive Officer and President
		(Principal Executive Officer)
		(Principal Financial Officer)
		(Principal Accounting Officer)

10

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, John D. Maatta, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Wizard Entertainment, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly for the period in which this quarterly report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: November 14, 2019	By:	/s/ John D. Maatta
		John D. Maatta Principal Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, John D. Maatta, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Wizard Entertainment, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly for the period in which this quarterly report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: November 14, 2019	By:	/s/ John D. Maatta
		John D. Maatta Principal Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report of Wizard Word, Inc. (the “Company”), on Form 10-Q for the period ended September 30, 2019, as filed with the U.S. Securities and Exchange Commission on the date hereof, I, John D. Maatta, Principal Executive Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	Such Quarterly Report on Form 10-Q for the period ended September 30, 2019, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in such Quarterly Report on Form 10-Q for the period ended September 30, 2019, fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 14, 2019	By:	/s/ John D. Maatta
		John D. Maatta
		Principal Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report of Wizard Entertainment, Inc. (the “Company”), on Form 10-Q for the period ended September 30, 2019, as filed with the U.S. Securities and Exchange Commission on the date hereof, I, John D. Maatta, Principal Financial Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	Such Quarterly Report on Form 10-Q for the period ended September 30, 2019, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in such Quarterly Report on Form 10-Q for the period ended September 30, 2019, fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 14, 2019	By:	/s/ John D. Maatta
		John D. Maatta
		Principal Financial Officer

XML

Property and Equipment

9 Months Ended

Sep. 30, 2019

Property, Plant and Equipment [Abstract]

Property and Equipment

Note 4 – Property and Equipment

Property and equipment stated at cost, less accumulated depreciation and amortization, consisted of the following:

	September 30, 2019			December 31, 2018
Computer Equipment	$	48,128		$	43,087
Equipment		474,068			469,348
Furniture and Fixtures		62,321			62,321
Leasehold Improvements		22,495			22,495
		607,013			597,251
Less: Accumulated depreciation		(536,665	)		(497,463	)
	$	70,348		$	99,788

Depreciation expense was $36,390 and $63,578 for the nine months ended September 30, 2019 and 2018, respectively.

XML

Stockholders' Equity (Deficit)

9 Months Ended

Sep. 30, 2019

Equity [Abstract]

Stockholders' Equity (Deficit)

Note 8 – Stockholders’ Equity (Deficit)

The Company’s authorized capital stock consists of 100,000,000 shares, of which 80,000,000 are for shares of common stock, par value $0.0001 per share, and 20,000,000 are for shares of preferred stock, par value $0.0001 per share, of which 50,000 have been designated as Series A Cumulative Convertible Preferred Stock (“Series A”). As of September 30, 2019 and December 31, 2018, there were 5,768,956 shares of preferred stock issued and outstanding and 0 shares of Series A, respectively.

As of September 30, 2019 and December 31, 2018, there were 70,135,036 and 70,135,036 shares of common stock issued and outstanding, respectively. Each share of the common stock entitles its holder to one vote on each matter submitted to the shareholders.

Stock Options

The following is a summary of the Company’s option activity:

	Options			Weighted Average Exercise Price
Outstanding – December 31, 2018		4,345,000		$	0.52
Exercisable – December 31, 2018		3,492,500		$	0.59
Granted		2,142,500		$	0.13
Exercised		-		$	-
Forfeited/Cancelled		(1,620,000	)	$	-
Outstanding – September 30, 2019		4,867,500		$	0.31
Exercisable – September 30, 2019		3,753,333		$	0.35

Options Outstanding							Options Exercisable
Exercise Price		Number Outstanding		Weighted Average Remaining Contractual Life (in years)	Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$	0.13 – 0.94		4,867,500	3.22 years	$	0.31		3,753,333	$	0.35

At September 30, 2019, the total intrinsic value of options outstanding and exercisable was $0.

On January 23, 2019, the Company granted options to employees and consultants to purchase 1,442,500 shares of the Company’s common stock. The options were with an exercise price of $0.13 per share, a term of 5 years, and 2-year vesting. The warrants have an aggregated fair value of approximately $167,440 that was calculated using the Black-Scholes option-pricing model based on the assumptions below.

	September 30, 2019
Risk-free interest rate		2.58	%
Expected life of grants		3.5 years
Expected volatility of underlying stock		169.88	%
Dividends		0	%

The estimated option life was determined based on the “simplified method,” giving consideration to the overall vesting period and the contractual terms of the award.

During the nine months ended September 30, 2019, the Company recorded total stock-based compensation expense related to options of approximately $243,100. The unrecognized compensation expense at September 30, 2019 was approximately $123,900.

Stock Warrants

The following is a summary of the Company’s warrant activity:

	Warrants		Weighted Average Exercise Price
Outstanding – January 1, 2018		16,666,667	$	0.15
Exercisable – January 1, 2018		16,666,667	$	0.15
Granted		-	$	-
Exercised		-	$	-
Forfeited/Cancelled		-	$	-
Outstanding – December 31, 2018		16,666,667	$	0.15
Exercisable – December 31, 2018		16,666,667	$	0.15
Granted		-	$	-
Exercised		-	$	-
Forfeited/Cancelled		-	$	-
Outstanding – September 30, 2019		16,666,667	$	0.15
Exercisable – September 30, 2019		16,666,667	$	0.15

Warrants Outstanding							Warrants Exercisable
Exercise Price		Number Outstanding		Weighted Average Remaining Contractual Life (in years)	Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$	0.15		16,666,667	2.17 years	$	0.15		16,666,667	$	0.15

At September 30, 2019, the total intrinsic value of warrants outstanding and exercisable was $0.

There were no new warrants granted during the nine months or the year ended September 30, 2019 and December 31, 2018, respectively.

XML

Significant and Critical Accounting Policies and Practices (Tables)

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

Schedule of Estimated Useful Life

Depreciation is computed by the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives of the respective assets as follows:

	Estimated Useful Life (Years)
Computer equipment		3
Equipment		2-5
Furniture and fixture		7
Leasehold improvements		*

(*) Amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever period is shorter.

Schedule of Contingent Share Issuance Arrangements, Stock Options and Warrants

The following table shows the outstanding dilutive common shares excluded from the diluted net income (loss) per share calculation as they were anti-dilutive:

	Contingent shares issuance arrangement, stock options or warrants
	For the Nine Months Ended September 30, 2019		For the Nine Months Ended September 30, 2018
Convertible note		16,666,667		16,666,667
Common stock options		4,867,500		3,743,000
Common stock warrants		16,666,667		16,666,667
Total contingent shares issuance arrangement, stock options or warrants		38,200,834		37,076,334

XML

Stockholders' Equity (Deficit) - Schedule of Weighted Average Assumptions (Details)	Sep. 30, 2019
Risk Free Interest Rate [Member]
Warrants, measurement input	0.0258
Expected Life of Grants [Member]
Warrants, term	3 years 6 months
Expected Volatility of Underlying Stock [Member]
Warrants, measurement input	1.6988
Dividends [Member]
Warrants, measurement input	0.00

XML

Operating Leases - Schedule of Maturities of Operating Lease Liabilties (Details)	Sep. 30, 2019 USD ($)
Leases [Abstract]
2019 (remainder of year)	$ 26,612
2020	108,046
2021	83,054
Future minimum lease payments	217,712
Less: Imputed interest	(23,315)
Present value	$ 194,397

XML

Going Concern Analysis (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Income (loss) from operations	$ (591,499)	$ (4,203)	$ (1,019,186)	$ 34,802
Cash	313,645		313,645		$ 1,014,671
Working capital deficit	$ (6,100,000)		$ (6,100,000)

XML

Property and Equipment (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 36,390	$ 63,578

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2019	Nov. 14, 2019
Document And Entity Information
Entity Registrant Name	WIZARD ENTERTAINMENT, INC.
Entity Central Index Key	0001162896
Document Type	10-Q
Document Period End Date	Sep. 30, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	false
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		70,135,036
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2019

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Condensed Consolidated Statement of Stockholders' Deficit (Unaudited) - USD ($)	Preferred Stock Par Value $0.0001 [Member]	Common Stock Par Value $0.0001 [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Non-controlling Interest [Member]	Total
Balance at Dec. 31, 2017		$ 6,855	$ 19,960,893	$ (23,321,471)	$ (12,498)	$ (3,366,221)
Balance, shares at Dec. 31, 2017		68,535,036
Share-based compensation			49,386			49,386
Net income (loss)				(838,396)		(838,396)
Balance at Sep. 30, 2018		$ 6,855	20,010,279	(24,159,867)	(12,498)	(4,155,231)
Balance, shares at Sep. 30, 2018		68,535,036
Balance at Jun. 30, 2018		$ 6,855	19,999,173	(23,712,360)	(12,498)	(3,718,830)
Balance, shares at Jun. 30, 2018		68,535,036
Share-based compensation			11,106			11,106
Net income (loss)				(447,507)		(447,507)
Balance at Sep. 30, 2018		$ 6,855	20,010,279	(24,159,867)	(12,498)	(4,155,231)
Balance, shares at Sep. 30, 2018		68,535,036
Balance at Dec. 31, 2018	$ 577	$ 7,015	21,026,999	(25,936,890)	(12,498)	(4,914,797)
Balance, shares at Dec. 31, 2018	5,768,956	70,135,036
Share-based compensation			243,100			243,100
Net income (loss)				(1,248,762)		(1,248,762)
Balance at Sep. 30, 2019	$ 577	$ 7,015	21,270,099	(27,185,652)	(12,498)	(5,920,459)
Balance, shares at Sep. 30, 2019	5,768,956	70,135,036
Balance at Jun. 30, 2019	$ 577	$ 7,015	21,214,692	(26,519,279)	(12,498)	(5,309,493)
Balance, shares at Jun. 30, 2019	5,768,956	70,135,036
Share-based compensation			55,407			55,407
Net income (loss)				(666,373)		(666,373)
Balance at Sep. 30, 2019	$ 577	$ 7,015	$ 21,270,099	$ (27,185,652)	$ (12,498)	$ (5,920,459)
Balance, shares at Sep. 30, 2019	5,768,956	70,135,036

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Significant and Critical Accounting Policies and Practices

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

Significant and Critical Accounting Policies and Practices

Note 3 – Significant and Critical Accounting Policies and Practices

The management of the Company is responsible for the selection and use of appropriate accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles.

Basis of Presentation - Unaudited Interim Financial Information

The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) with respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited condensed consolidated financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2018 and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the SEC on April 1, 2019.

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Principles of Consolidation

The condensed consolidated financial statements include all accounts of the entities as of the reporting period ending date(s) and for the reporting period(s).

All inter-company balances and transactions have been eliminated. Non–controlling interest represents the minority equity investment in the Company’s subsidiaries, plus the minority investors’ share of the net operating results and other components of equity relating to the non–controlling interest.

As of September 30, 2019 and December 31, 2018, the aggregate non-controlling interest in ButtaFyngas was ($12,498). The non-controlling interest is separately disclosed on the Consolidated Balance Sheet.

Cash and Cash Equivalents

The Company considers investments with original maturities of three months or less to be cash equivalents.

The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits.

Fair Value of Financial Instruments

For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amount of the Company’s short-term financial instruments approximates fair value due to the relatively short period to maturity for these instruments.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company generally does not require collateral to support customer receivables. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. The Company determines if receivables are past due based on days outstanding, and amounts are written off when determined to be uncollectible by management. The maximum accounting loss from the credit risk associated with accounts receivable is the amount of the receivable recorded, which is the face amount of the receivable net of the allowance for doubtful accounts. As of September 30, 2019 and December 31, 2018, the allowance for doubtful accounts was $0 and $0, respectively.

Property and Equipment

Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives of the respective assets as follows:

	Estimated Useful Life (Years)
Computer equipment		3
Equipment		2-5
Furniture and fixture		7
Leasehold improvements		*

(*) Amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever period is shorter.

Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the consolidated statements of operations.

Investments - Cost Method, Equity Method and Joint Venture

In accordance with sub-topic 323-10 of the FASB ASC (“Sub-topic 323-10”), the Company accounts for investments in common stock of an investee for which the Company has significant influence in the operating or financial policies even though the Company holds 50% or less of the common stock or in-substance common stock.

Method of Accounting

Investments held in stock of entities other than subsidiaries, namely corporate joint ventures and other non-controlled entities usually are accounted for by one of three methods: (i) the fair value method (addressed in Topic 320), (ii) the equity method (addressed in Topic 323), or (iii) the cost method (addressed in Subtopic 325-20). Pursuant to Paragraph 323-10-05-5, the equity method tends to be most appropriate if an investment enables the investor to influence the operating or financial policies of the investee.

Investment in CONtv

The Company currently holds a limited and passive interest of 10% in CONtv, a joint venture with third parties and Bristol Capital, LLC (a related party controlled by a member of the Board). CONtv is a digital network devoted to fans of pop culture entertainment and is inactive

For the three and nine months ended September 30, 2019 and 2018, the Company recognized $0 losses from this venture, respectively.

As of September 30, 2019 and December 31, 2018, the investment in CONtv was $0.

As of September 30, 2019 and December 31, 2018, the amount due to CONtv was $224,241.

Fair Value of Financial Instruments

The Company follows ASC 820-10 of the FASB Accounting Standards Codification to measure the fair value of its financial instruments and disclosures about fair value of its financial instruments. ASC 820-10 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820-10 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The three (3) levels of fair value hierarchy defined by ASC 820-10 are described below:

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally unobservable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, inventory, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values because of the short maturity of these instruments.

Transactions involving related parties typically cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. However, in the case of the convertible promissory note discussed in Note 5, the Company obtained a fairness opinion from an independent third party which supports that the transaction was carried out at an arm’s length basis.

Revenue Recognition and Cost of Revenues

The Company follows the FASB Accounting Standards Codification ASC 606 for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met:

1) Identify the contract with a customer

A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer.

2) Identify the performance obligations in the contract

Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised services, the Company must apply judgment to determine whether promised services are capable of being distinct and distinct in the context of the contract. If these criteria are not met the promised services are accounted for as a combined performance obligation.

3) Determine the transaction price

The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. None of the Company’s contracts as of September 30, 2019 contained a significant financing component.

4) Allocate the transaction price to performance obligations in the contract

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. However, if a series of distinct services that are substantially the same qualifies as a single performance obligation in a contract with variable consideration, the Company must determine if the variable consideration is attributable to the entire contract or to a specific part of the contract. For example, a bonus or penalty may be associated with one or more, but not all, distinct services promised in a series of distinct services that forms part of a single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. The Company determines standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations.

5) Recognize revenue when or as the Company satisfies a performance obligation

The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer.

Convention revenue is generally earned upon completion of the convention. Unearned convention revenue is deposits received for conventions that have not yet taken place, which are fully or partially refundable depending upon the terms and conditions of the agreements.

The Company recognizes cost of revenues in the period in which the revenues was earned. In the event the Company incurs cost of revenues for conventions that are yet to occur, the Company records such amounts as prepaid expenses and such prepaid expenses are expensed during the period the convention takes place.

Shipping and Handling Costs

The Company accounts for shipping and handling fees in accordance with paragraph 605-45-45-19 of the FASB Accounting Standards Codification. While amounts charged to customers for shipping products are included in revenues, the related costs are classified in cost of revenue as incurred.

Shipping and handling costs were $0 and $0 for the three and nine months ended September 30, 2019 and 2018, respectively.

Equity–based compensation

The Company recognizes compensation expense for all equity–based payments in accordance with ASC 718 “Compensation – Stock Compensation”. Under fair value recognition provisions, the Company recognizes equity–based compensation net of an estimated forfeiture rate and recognizes compensation cost only for those shares expected to vest over the requisite service period of the award.

Restricted stock awards are granted at the discretion of the Company. These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods, typically over a four-year period (vesting on a straight–line basis). The fair value of a stock award is equal to the fair market value of a share of Company stock on the grant date.

The fair value of an option award is estimated on the date of grant using the Black–Scholes option valuation model. The Black–Scholes option valuation model requires the development of assumptions that are input into the model. These assumptions are the expected stock volatility, the risk–free interest rate, the expected life of the option, the dividend yield on the underlying stock and the expected forfeiture rate. Expected volatility is calculated based on the historical volatility of the Company’s Common stock over the expected option life and other appropriate factors. The expected option term is computed using the “simplified” method as permitted under the provisions of ASC 718-10-S99. The Company uses the simplified method to calculate expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. Risk–free interest rates are calculated based on continuously compounded risk–free rates for the appropriate term. The dividend yield is assumed to be zero as the Company has never paid or declared any cash dividends on the Common stock of the Company and does not intend to pay dividends on the Common stock in the foreseeable future. The expected forfeiture rate is estimated based on historical experience.

Determining the appropriate fair value model and calculating the fair value of equity–based payment awards requires the input of the subjective assumptions described above. The assumptions used in calculating the fair value of equity–based payment awards represent management’s best estimates, which involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and the Company uses different assumptions, the equity–based compensation could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and recognize expense only for those shares expected to vest. If the actual forfeiture rate is materially different from the Company’s estimate, the equity–based compensation could be significantly different from what the Company has recorded in the current period.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2019 and December 31, 2018. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at September 30, 2019 and December 31, 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

The Company may be subject to potential examination by federal, state, and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with federal, state, and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

The Company is no longer subject to tax examinations by tax authorities for years prior to 2015.

Earnings per Share

Earnings per share (“EPS”) is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. EPS is computed pursuant to Section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16, basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.

The following table shows the outstanding dilutive common shares excluded from the diluted net income (loss) per share calculation as they were anti-dilutive:

	Contingent shares issuance arrangement, stock options or warrants
	For the Nine Months Ended September 30, 2019		For the Nine Months Ended September 30, 2018
Convertible note		16,666,667		16,666,667
Common stock options		4,867,500		3,743,000
Common stock warrants		16,666,667		16,666,667
Total contingent shares issuance arrangement, stock options or warrants		38,200,834		37,076,334

Reclassification

Certain prior period amounts have been reclassified to conform to current period presentation.

Recently Adopted Accounting Guidance

In February 2016, the FASB issued ASU 2016-02 “Leases” (Topic 842) which amended guidance for lease arrangements to increase transparency and comparability by providing additional information to users of financial statements regarding an entity’s leasing activities. Subsequent to the issuance of Topic 842, the FASB clarified the guidance through several ASUs; hereinafter the collection of lease guidance is referred to as ASC 842. The revised guidance seeks to achieve this objective by requiring reporting entities to recognize lease assets and lease liabilities on the balance sheet for substantially all lease arrangements.

On January 1, 2019, the Company adopted ASC 842 using the modified retrospective approach and recognized a right of use (“ROU”) asset and liability in the condensed consolidated balance sheet in the amount of $252,980 related to the operating lease for office space. Results for the three and nine months ended September 30, 2019 are presented under ASC 842, while prior period amounts were not adjusted and continue to be reported in accordance with the legacy accounting guidance under ASC Topic 840, Leases.

As part of the adoption we elected the practical expedients permitted under the transition guidance within the new standard, which among other things, allowed us to:

1.	Continue applying our current policy for accounting for land easements that existed as of, or expired before, January 1, 2019.
2.	Not separate non-lease components from lease components and instead to account for each separate lease component and the non-lease components associated with that lease component as a single lease component.
3.	Not to apply the recognition requirements in ASC 842 to short-term leases.
4.	Not record a right of use asset or right of use liability for leases with an asset or liability balance that would be considered immaterial.

Refer to Note 7. Operating Leases for additional disclosures required by ASC 842.

Recently Issued Accounting Pronouncements

Management has evaluated all recent accounting pronouncements as issued by the FASB in the form of Accounting Standards Updates (“ASU”) through the date these financial statements were available to be issued and find no recent accounting pronouncements that would have a material impact on the financial statements of the Company.

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Significant and Critical Accounting Policies and Practices (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2019	Sep. 30, 2018	Jan. 02, 2019	Dec. 31, 2018
Non-controlling interest	$ (12,498)	$ (12,498)			$ (12,498)
Allowance for doubtful accounts	0	0			0
Due to CONtv joint venture	224,241	224,241			224,241
Shipping and handling costs		0	$ 0
Unrecognized tax benefits
Accrued penalties and interest
Operating lease, right of use asset	191,954	191,954
Operating lease, liability	194,397	194,397
ASU 2016-02 [Member]
Operating lease, right of use asset				$ 252,980
Operating lease, liability				$ 252,980
Operating Agreement [Member]
Recognized losses from the venture	$ 0	$ 0	$ 0
Con Tv LLC [Member]
Percentage of shares in another entity	10.00%	10.00%
Investment	$ 0	$ 0			$ 0

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Property and Equipment - Schedule of Property and Equipment (Details) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Property, Plant and Equipment [Abstract]
Computer Equipment	$ 48,128	$ 43,087
Equipment	474,068	469,348
Furniture and Fixtures	62,321	62,321
Leasehold Improvements	22,495	22,495
Total	607,013	597,251
Less: Accumulated depreciation	(536,665)	(497,463)
Property and equipment, net	$ 70,349	$ 99,788

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Going Concern Analysis

9 Months Ended

Sep. 30, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern Analysis

Note 2 – Going Concern Analysis

Going Concern Analysis

The Company had loss from operations of $(1,109,186) and income from operations of $34,802 for the nine months ended September 30, 2019 and 2018, respectively. As of September 30, 2019, we had cash and working capital deficit of approximately $313,600 and $6.1 million, respectively. We have evaluated the significance of these conditions in relation to our ability to meet our obligations, which raise significant doubts about the Company’s ability to continue as a going concern through December 2020.

Management believes that both related parties (management and members of the Board of Directors of the Company) and potential external sources of debt and/or equity financing may be obtained based on management’s history of being able to raise capital from both internal and external sources coupled with current favorable market conditions. Therefore, the accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

The Company has embarked upon and is exploring initiatives in addition to its tour of Comic Conventions. For example, (i) On June 8, 2019 the Company produced the specialized “Ghostbusters Fan Fest” on the Sony Pictures lot (ii) the entry into the fixed-site Comic Convention and immersive entertainment space, (iii) the launch of a touring event in Asia, (iv) production activities in the Middle East and (v) acquisitions of complementary businesses through the M&A process. It is contemplated that these activities, in addition to other activities, will broaden the scope of the Company’s portfolio of revenue-generating activities.

The condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the matters discussed herein. While the Company believes in the viability of management’s strategy to generate sufficient revenue, control costs and the ability to raise additional funds if necessary, there can be no assurances to that effect. The Company’s ability to continue as a going concern is dependent upon the ability to further implement the business plan, generate sufficient revenues and to control operating expenses

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Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Income Statement [Abstract]
Convention Revenues	$ 2,830,254	$ 4,468,776	$ 8,922,869	$ 13,571,809
Cost of revenues	2,727,310	3,469,061	7,849,948	10,844,897
Gross margin	102,944	999,715	1,072,921	2,726,912
Operating expenses
Compensation	325,062	425,138	1,110,986	1,346,719
Consulting fees	134,094	130,092	351,938	354,109
General and administrative	235,287	448,688	629,183	991,282
Total operating expenses	694,443	1,003,918	2,092,107	2,692,110
(Loss) income from operations	(591,499)	(4,203)	(1,019,186)	34,802
Other expenses
Interest expense	(74,874)	(443,304)	(229,576)	(873,198)
Total other expenses	(74,874)	(443,304)	(229,576)	(873,198)
Loss before income tax provision	(666,373)	(447,507)	(1,248,762)	(838,396)
Income tax provision
Net loss	(666,373)	(447,507)	(1,248,762)	(838,396)
Net loss attributable to non-controlling interests
Net loss attributable to common stockholders	$ (666,373)	$ (447,507)	$ (1,248,762)	$ (838,396)
Loss per share - basic	$ (0.01)	$ (0.01)	$ (0.02)	$ (0.01)
Loss per share - diluted	$ (0.01)	$ (0.01)	$ (0.02)	$ (0.01)
Weighted average common shares outstanding - basic	70,135,036	68,535,036	70,135,036	68,535,036
Weighted average common shares outstanding - diluted	70,135,036	68,535,036	70,135,036	68,535,036

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Property and Equipment (Tables)

9 Months Ended

Sep. 30, 2019

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment stated at cost, less accumulated depreciation and amortization, consisted of the following:

	September 30, 2019			December 31, 2018
Computer Equipment	$	48,128		$	43,087
Equipment		474,068			469,348
Furniture and Fixtures		62,321			62,321
Leasehold Improvements		22,495			22,495
		607,013			597,251
Less: Accumulated depreciation		(536,665	)		(497,463	)
	$	70,348		$	99,788

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Related Party Transactions

9 Months Ended

Sep. 30, 2019

Related Party Transactions [Abstract]

Related Party Transactions

Note 5 – Related Party Transactions

Wiz Wizard LLC

On December 29, 2014, the Company and a member of the Board formed Wiz Wizard (d/b/a ConBox) in the State of Delaware. The Company and the member of the Board each owned 50% of the membership interest and agreed to allocate the profits and losses accordingly upon repayment of the initial capital contributions on a pro rata basis. On February 4, 2016, the member of the Board assigned his fifty percent (50%) membership interest to the Company. The Company ceased ConBox operations in 2017. Wiz World, LLC was dissolved in March 2019.

Consulting Agreement

On December 29, 2016, the Company entered into a Consulting Services Agreement (the “Consulting Agreement”) with Bristol Capital, LLC, a Delaware limited liability company (“Bristol”) managed by Paul L. Kessler, the Chairman of the Company. Pursuant to the Consulting Agreement, Mr. Kessler will serve as Executive Chairman of the Company. The initial term of the Agreement is from December 29, 2016 through March 28, 2017 (the “Initial Term”). The term of the Consulting Agreement will be automatically extended for additional terms of 90-day periods each (each a “Renewal Term” and together with the Initial Term, the “Term”), unless either the Company or Bristol gives prior written notice of non-renewal to the other party no later than thirty (30) days prior to the expiration of the then current Term.

During the Term, the Company will pay Bristol a monthly fee (the “Monthly Fee”) of Eighteen Thousand Seven Hundred Fifty and No/100 Dollars ($18,750).

In addition, the Company granted to Bristol options to purchase up to an aggregate of 600,000 shares of the Company’s common stock.

During the nine months ended September 30, 2019 and 2018, the Company incurred net expenses of $127,355 and $168,750, respectively, for services provided by Bristol. At September 30, 2019 and December 31, 2018, the Company accrued $84,134 and $0, respectively, of net monthly fees due to Bristol.

Operating Sublease

On June 16, 2016, the Company entered into a Standard Multi-Tenant Sublease (“Sublease”) with Bristol Capital Advisors, LLC (“Bristol Capital Advisors”), an entity controlled by the Company’s Chairman of the Board. The leased premises are owned by an unrelated third party and Bristol Capital Advisors passes the lease costs down to the Company. The term of the Sublease is for 5 years and 3 months beginning on July 1, 2016 commencing with monthly payments of $8,118. During the nine months ended September 30, 2019 and 2018, the Company paid lease obligations $80,173 and $57,806, respectively, under the Sublease. See Note 7.

Loan from officer

During the nine months ended September 30, 2019, the CEO made a non-interest bearing loan to the Company of $75,000. The outstanding balance under the loan payable at September 30, 3019 was $75,000 and was included in accrued liabilities on the condensed consolidated balance sheet.

Securities Purchase Agreement

Effective December 1, 2016, the Company entered into the Purchase Agreement with Bristol Investment Fund, Ltd. (the “Purchaser”), an entity controlled by the Chairman of the Company’s Board of Directors, pursuant to which the Company sold to the Purchaser, for a cash purchase price of $2,500,000, securities comprising: (i) the Debenture, (ii) Series A Warrants, and (iii) Series B Warrants. Pursuant to the Purchase Agreement, the Company paid $25,000 to the Purchaser and issued to the Purchaser 500,000 shares of Common Stock with a grant date fair value of $85,000 to cover the Purchaser’s legal fees. The Company recorded as a debt discount of $25,791 related to the cash paid and the relative fair value of the shares issued to Purchaser for legal fees.

(i) Debenture

The Debenture with an initial principal balance of $2,500,000, due December 30, 2018 (the “Maturity Date”), will accrue interest on the aggregate unconverted and then outstanding principal amount of the Debenture at the rate of 12% per annum. Interest is payable quarterly on (i) January 1, April 1, July 1 and October 1, beginning on January 1, 2017, (ii) on each date the Purchaser converts, in whole or in part, the Debenture into Common Stock (as to that principal amount then being converted), and (iii) on the day that is 20 days following the Company’s notice to redeem some or all of the of the outstanding principal of the Debenture (only as to that principal amount then being redeemed) and on the Maturity Date. The Debenture is convertible into shares of the Company’s Common Stock at any time at the option of the holder, at an initial conversion price of $0.15 per share, subject to adjustment. In the event of default occurs, the conversion price shall be the lesser of (i) the initial conversion price of $0.15 and (ii) 50% of the average of the 3 lowest trading prices during the 20 trading days immediately prior to the applicable conversion date.

(ii) Series A Warrants

The Series A Warrants to acquire up to 16,666,667 shares of Common Stock at the Series A Initial Exercise Price of $0.15 and expiring on December 1, 2021. The Warrants may be exercised immediately upon the issuance date, upon the option of the holder.

(iii) Series B Warrants

The Series B Warrants to acquire up to 16,666,650 shares of Common Stock at the Series B Initial Exercise Price of $0.15 and expiring on December 1, 2021. The Series B Warrants were exercised immediately upon the issuance date. The Company received gross proceeds of $1,667 upon exercise of the warrants.

Upon issuance of the note, the Company valued the warrants using the Black-Scholes Option Pricing model and accounted for it using the relative fair value of $1,448,293 as debt discount on the consolidated balance sheet. The debt discount is amortized over the earlier of (i) the term of the debt or (ii) conversion of the debt, using the effective interest method which approximates the interest method. The amortization of debt discount is included as a component of interest expense in the consolidated statements of operations. There was unamortized debt discount of $0 and $4,999 as of September 30, 2019 and December 31, 2018, respectively, which includes the debt discount recorded upon execution of the Securities Purchase Agreement discussed above.

Investment in CONtv

The Company currently holds a limited and passive interest of 10% in CONtv, a joint venture with third parties and Bristol Capital, LLC (a related party controlled by a member of the Board). CONtv is a digital network devoted to fans of pop culture entertainment and is inactive

For the three and nine months ended September 30, 2019 and 2018, the Company recognized $0 losses from this venture, respectively.

As of September 30, 2019 and December 31, 2018, the investment in CONtv was $0.

As of September 30, 2019 and December 31, 2018, the amount due to CONtv was $224,241.

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Credit Risk

9 Months Ended

Sep. 30, 2019

Risks and Uncertainties [Abstract]

Credit Risk

Note 9 – Credit Risk

Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents. As of September 30, 2019 and December 31, 2018, substantially all of the Company’s cash and cash equivalents were held by major financial institutions and the balance in certain accounts exceeded the maximum amount insured by the Federal Deposits Insurance Corporation (“FDIC”). However, the Company has not experienced losses on these accounts and management believes that the Company is not exposed to significant risks on such accounts.

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Stockholders' Equity (Deficit) - Schedule of Information Regarding Stock Options Outstanding (Details)	9 Months Ended
	Sep. 30, 2019 $ / shares shares
Equity [Abstract]
Range of Exercise Price Lower Limit	$ 0.13
Range of Exercise Price Upper limit	$ 0.94
Number of Shares Outstanding | shares	4,867,500
Weighted Average Remaining Contractual Life (years)	3 years 2 months 19 days
Weighted Average Exercise Price	$ 0.31
Number of Shares Exercisable | shares	3,753,333
Weighted Average Exercise Price	$ 0.35

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Operating Leases - Schedule of Supplemental Cash Flow and Other Information Related Leases (Details) - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Leases [Abstract]
Operating cash flows from operating leases	$ (78,287)
ROU assets obtained in exchange for lease liabilities: Operating leases	$ 252,980
Weighted average remaining lease term (in years): operating leases	1 year 11 months 1 day
Weighted average discount rate: operating leases	12.00%

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Stockholders' Equity (Deficit) (Tables)

9 Months Ended

Sep. 30, 2019

Equity [Abstract]

Summary of Stock Option Activity

The following is a summary of the Company’s option activity:

	Options			Weighted Average Exercise Price
Outstanding – December 31, 2018		4,345,000		$	0.52
Exercisable – December 31, 2018		3,492,500		$	0.59
Granted		2,142,500		$	0.13
Exercised		-		$	-
Forfeited/Cancelled		(1,620,000	)	$	-
Outstanding – September 30, 2019		4,867,500		$	0.31
Exercisable – September 30, 2019		3,753,333		$	0.35

Schedule of Information Regarding Stock Options Outstanding

Options Outstanding							Options Exercisable
Exercise Price		Number Outstanding		Weighted Average Remaining Contractual Life (in years)	Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$	0.13 – 0.94		4,867,500	3.22 years	$	0.31		3,753,333	$	0.35

Schedule of Weighted Average Assumptions

	September 30, 2019
Risk-free interest rate		2.58	%
Expected life of grants		3.5 years
Expected volatility of underlying stock		169.88	%
Dividends		0	%

Summary of Stock Warrants Activity

The following is a summary of the Company’s warrant activity:

	Warrants		Weighted Average Exercise Price
Outstanding – January 1, 2018		16,666,667	$	0.15
Exercisable – January 1, 2018		16,666,667	$	0.15
Granted		-	$	-
Exercised		-	$	-
Forfeited/Cancelled		-	$	-
Outstanding – December 31, 2018		16,666,667	$	0.15
Exercisable – December 31, 2018		16,666,667	$	0.15
Granted		-	$	-
Exercised		-	$	-
Forfeited/Cancelled		-	$	-
Outstanding – September 30, 2019		16,666,667	$	0.15
Exercisable – September 30, 2019		16,666,667	$	0.15

Schedule of Information Regarding Stock Warrants Outstanding

Warrants Outstanding							Warrants Exercisable
Exercise Price		Number Outstanding		Weighted Average Remaining Contractual Life (in years)	Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$	0.15		16,666,667	2.17 years	$	0.15		16,666,667	$	0.15

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Significant and Critical Accounting Policies and Practices - Schedule of Contingent Share Issuance Arrangements, Stock Options and Warrants (Details) - shares	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Total contingent shares issuance arrangement, stock options or warrants	38,200,834	37,076,334
Convertible Note [Member]
Total contingent shares issuance arrangement, stock options or warrants	16,666,667	16,666,667
Common Stock Options [Member]
Total contingent shares issuance arrangement, stock options or warrants	4,867,500	3,743,000
Common Stock Warrants [Member]
Total contingent shares issuance arrangement, stock options or warrants	16,666,667	16,666,667

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Commitments and Contingencies (Details Narrative) - USD ($)				9 Months Ended	12 Months Ended
	Jan. 23, 2019	Nov. 22, 2018	Dec. 29, 2016	Sep. 30, 2019	Dec. 31, 2018	Apr. 22, 2016
Number of options purchase to common stock shares				4,867,500	4,345,000
Number of option granted				2,142,500
Consulting Services Agreement [Member] | Bristol Capital, LLC [Member]
Monthly fee			$ 18,750
Accrued consulting expense				$ 84,134	$ 0
Number of option granted			600,000
Common Stock [Member] | Employment Agreement [Member]
Option purchase common share	400,000
Option excise price	$ 0.13
Vesting term	5 years
Fair value of stock option vested	$ 46,431
Common Stock [Member] | Consulting Services Agreement [Member]
Option purchase common share	300,000
Option excise price	$ 0.13
Vesting term	5 years
Fair value of stock option vested	$ 34,823
Mr.Maatta [Member]
Number of options purchase to common stock shares						1,100,000
Percentage of compensation provided by employment contract					50.00%
Annual base salary					$ 125,000
Deferred compensation				149,655	$ 48,680
Loan from officer				$ 75,000
Mr.Maatta [Member] | Preferred Stock [Member]
Shares issued during period, shares		1,729,325
Shares issued during period, value		$ 212,707
Board of Directors [Member] | Consulting Services Agreement [Member] | Bristol Capital, LLC [Member]
Shares issued during period, shares		4,039,634
Shares issued during period, value		$ 496,875

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Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Current Assets
Cash and cash equivalents	$ 313,645	$ 1,014,671
Accounts receivable, net	1,050	124,395
Inventory
Prepaid convention expenses	17,354	762,110
Prepaid expenses	106,012	136,317
Deferred offering costs	79,467	79,467
Total Current Assets	517,528	2,116,960
Property and equipment, net	70,349	99,788
Operating lease right of use asset, net	191,954
Security deposits	9,408	9,408
Total Assets	789,239	2,226,156
Current Liabilities
Accounts payable and accrued expenses	2,803,456	2,710,989
Unearned revenue	987,603	1,710,722
Operating lease liability	89,788
Convertible promissory note - related party, net	2,500,000	2,495,001
Due to CONtv joint venture	224,241	224,241
Total Current Liabilities	6,605,088	7,140,953
Operating lease liability, net	104,610
Total Liabilities	6,790,698	7,140,953
Commitments and contingencies
Stockholders' Deficit
Preferred stock par value $0.0001: 20,000,000 shares authorized; 5,768,956 and 5,768,956 shares issued and outstanding, respectively	577	577
Preferred stock par value $0.0001: 50,000 shares designated Series A cumulative, no shares outstanding, respectively
Common stock par value $0.0001: 80,000,000 shares authorized; 70,135,036 and 70,135,036 shares issued and outstanding, respectively	7,015	7,015
Additional paid-in capital	21,270,099	21,026,999
Accumulated deficit	(27,185,652)	(25,936,890)
Non-controlling interest	(12,498)	(12,498)
Total Stockholders' Deficit	(5,920,459)	(4,914,797)
Total Liabilities and Stockholders' Deficit	$ 789,239	$ 2,226,156

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Cash Flows From Operating Activities:
Net loss	$ (1,248,762)	$ (838,396)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	36,390	63,578
Accretion of debt discount	4,999	648,723
Right-of-use asset amortization	2,444
Share-based compensation	243,100	49,386
Changes in operating assets and liabilities:
Accounts receivable	123,345	135,939
Inventory		1,204
Prepaid convention expenses	744,756	(168,379)
Prepaid expenses	30,305	(224)
Accounts payable and accrued expenses	92,467	1,297,014
Unearned revenue	(723,119)	(1,701,678)
Net Cash Used In Operating Activities	(694,075)	(512,833)
Cash Flows from Investing Activities:
Purchase of property and equipment	(6,951)	(11,421)
Net Cash Used In Investing Activities	(6,951)	(11,421)
Net change in cash and cash equivalents	(701,026)	(524,254)
Cash and cash equivalents at beginning of reporting period	1,014,671	1,769,550
Cash and cash equivalents at end of reporting period	313,645	1,245,296
Supplemental disclosures of cash flow information:
Interest paid
Income tax paid
Supplemental disclosure of noncash investing and financing activities:
Right-of-use assets obtained in exchange for lease obligations	252,980
Deferred offering costs in accounts payable		$ 73,174

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Stockholders' Equity (Deficit) - Summary of Stock Warrants Activity (Details) - Warrant [Member] - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Number of warrants Outstanding at the beginning of the period	16,666,667	16,666,667
Number of warrants Exercisable at beginning	16,666,667	16,666,667
Number of warrants Granted
Number of warrants Exercised
Number of warrants Forfeited/Cancelled
Number of warrants Outstanding at the end of the period	16,666,667	16,666,667
Number of warrants Exercisable at end of the period	16,666,667	16,666,667
Weighted Average Exercise Price Outstanding at the beginning of the period	$ 0.15	$ 0.15
Weighted Average Exercise Price Exercisable at the beginning of the period	0.15	0.15
Weighted Average Exercise Price Granted
Weighted Average Exercise Price Exercised
Weighted Average Exercise Price Forfeited/Cancelled
Weighted Average Exercise Price Outstanding at the end of the period	0.15	0.15
Weighted Average Exercise Price Exercisable at end of the period	$ 0.15	$ 0.15

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Stockholders' Equity (Deficit) (Details Narrative) - USD ($)		9 Months Ended	12 Months Ended
	Jan. 23, 2019	Sep. 30, 2019	Dec. 31, 2018
Authorized capital stock		100,000,000
Number of common stock authorized		80,000,000	80,000,000
Common stock par value		$ 0.0001	$ 0.0001
Number of preferred stock authorized		20,000,000	20,000,000
Preferred stock par value		$ 0.0001	$ 0.0001
Preferred stock, shares issued		5,768,956	5,768,956
Preferred stock, shares outstanding		5,768,956	5,768,956
Common stock issued		70,135,036	70,135,036
Common stock outstanding		70,135,036	70,135,036
Intrinsic value of option outstanding		$ 0
Intrinsic value of option exercisable		$ 0
Number of option granted		2,142,500
Exercise price per share		$ 0.35	$ 0.59
Fair value of warrants		$ 167,440
Stock based compensation expense		243,100
Unrecognized stock based compensation		123,900
Total intrinsic value of warrants outstanding and exercisable		$ 0
Warrants granted
Employee and Consultants [Member]
Number of option granted	1,442,500
Exercise price per share	$ 0.13
Stock option exercisable term	5 years
Stock option vesting term	2 years
Series A Cumulative Convertible Preferred Stock [Member]
Number of preferred stock authorized		50,000
Preferred stock, shares issued		0
Preferred stock, shares outstanding		0

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Operating Leases (Details Narrative) - USD ($)		9 Months Ended
	Jul. 02, 2016	Sep. 30, 2019	Sep. 30, 2018
Operating sublease, monthly payment		$ 78,287
Bristol Capital Advisors, LLC [Member]
Operating sublease, term	5 years 3 months
Operating sublease, monthly payment	$ 8,118
Operating sublease, rent expense		$ 80,173	$ 57,806
Operating lease, option to extend		Our lease term includes options to extend the lease when it is reasonably certain that we will exercise that option.

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Operating Leases

9 Months Ended

Sep. 30, 2019

Leases [Abstract]

Operating Leases

Note 7 – Operating Leases

On June 16, 2016, the Company entered into a Standard Multi-Tenant Sublease (“Sublease”) with Bristol Capital Advisors, an entity controlled by the Company’s Chairman of the Board. The leased premises are owned by an unrelated third party and Bristol Capital Advisors passes the lease costs down to the Company. The term of the Sublease is for 5 years and 3 months beginning on July 1, 2016 commencing with monthly payments of $8,118. During the nine months ended September 30, 2019 and 2018, the Company paid lease obligations of $78,287 and $57,806, respectively, under the Sublease.

We determine if an arrangement contains a lease at inception. Right of use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term.

Our leases consist of leaseholds on office space. We utilized a portfolio approach in determining our discount rate. The portfolio approach takes into consideration the range of the term, the range of the lease payments, the category of the underlying asset and our estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments. We also give consideration to our recent debt issuances as well as publicly available data for instruments with similar characteristics when calculating our incremental borrowing rates.

Our lease term includes options to extend the lease when it is reasonably certain that we will exercise that option. Leases with a term of 12 months or less are not recorded on the balance sheet, per the election of the practical expedient noted above.

We recognize lease expense for these leases on a straight-line basis over the lease term. We recognize variable lease payments in the period in which the obligation for those payments is incurred. Variable lease payments that depend on an index or a rate are initially measured using the index or rate at the commencement date, otherwise variable lease payments are recognized in the period incurred.

The components of lease expense were as follows:

	Nine Months Ended September 30, 2019
Operating lease		80,173
Sublease income		(28,807	)
Total net lease cost	$	51,366

Supplemental cash flow and other information related to leases was as follows:

	Nine Months Ended September 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	(78,287	)
ROU assets obtained in exchange for lease liabilities:
Operating leases	$	252,980
Weighted average remaining lease term (in years):
Operating leases		1.9 2
Weighted average discount rate:
Operating leases		12	%

The following table presents the maturity of the Company’s lease liabilities as of September 30, 2019:

Fiscal year ending December 31:
2019 (remainder of year)	$	26,612
2020		108,046
2021		83,054
		217,712
Less: Imputed interest		(23,315	)
Present value	$	194,397

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Significant and Critical Accounting Policies and Practices (Policies)

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

Basis of Presentation - Unaudited Interim Financial Information

Basis of Presentation - Unaudited Interim Financial Information

The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) with respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited condensed consolidated financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2018 and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the SEC on April 1, 2019.

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Principles of Consolidation

Principles of Consolidation

The condensed consolidated financial statements include all accounts of the entities as of the reporting period ending date(s) and for the reporting period(s).

All inter-company balances and transactions have been eliminated. Non–controlling interest represents the minority equity investment in the Company’s subsidiaries, plus the minority investors’ share of the net operating results and other components of equity relating to the non–controlling interest.

As of September 30, 2019 and December 31, 2018, the aggregate non-controlling interest in ButtaFyngas was ($12,498). The non-controlling interest is separately disclosed on the Consolidated Balance Sheet.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers investments with original maturities of three months or less to be cash equivalents.

The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amount of the Company’s short-term financial instruments approximates fair value due to the relatively short period to maturity for these instruments.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company generally does not require collateral to support customer receivables. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. The Company determines if receivables are past due based on days outstanding, and amounts are written off when determined to be uncollectible by management. The maximum accounting loss from the credit risk associated with accounts receivable is the amount of the receivable recorded, which is the face amount of the receivable net of the allowance for doubtful accounts. As of September 30, 2019 and December 31, 2018, the allowance for doubtful accounts was $0 and $0, respectively.

Property and Equipment

Property and Equipment

Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives of the respective assets as follows:

	Estimated Useful Life (Years)
Computer equipment		3
Equipment		2-5
Furniture and fixture		7
Leasehold improvements		*

(*) Amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever period is shorter.

Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the consolidated statements of operations.

Investments - Cost Method, Equity Method and Joint Venture

Investments - Cost Method, Equity Method and Joint Venture

In accordance with sub-topic 323-10 of the FASB ASC (“Sub-topic 323-10”), the Company accounts for investments in common stock of an investee for which the Company has significant influence in the operating or financial policies even though the Company holds 50% or less of the common stock or in-substance common stock.

Method of Accounting

Method of Accounting

Investments held in stock of entities other than subsidiaries, namely corporate joint ventures and other non-controlled entities usually are accounted for by one of three methods: (i) the fair value method (addressed in Topic 320), (ii) the equity method (addressed in Topic 323), or (iii) the cost method (addressed in Subtopic 325-20). Pursuant to Paragraph 323-10-05-5, the equity method tends to be most appropriate if an investment enables the investor to influence the operating or financial policies of the investee.

Investment in CONtv

Investment in CONtv

The Company currently holds a limited and passive interest of 10% in CONtv, a joint venture with third parties and Bristol Capital, LLC (a related party controlled by a member of the Board). CONtv is a digital network devoted to fans of pop culture entertainment and is inactive

For the three and nine months ended September 30, 2019 and 2018, the Company recognized $0 losses from this venture, respectively.

As of September 30, 2019 and December 31, 2018, the investment in CONtv was $0.

As of September 30, 2019 and December 31, 2018, the amount due to CONtv was $224,241.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The Company follows ASC 820-10 of the FASB Accounting Standards Codification to measure the fair value of its financial instruments and disclosures about fair value of its financial instruments. ASC 820-10 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820-10 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The three (3) levels of fair value hierarchy defined by ASC 820-10 are described below:

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally unobservable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, inventory, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values because of the short maturity of these instruments.

Transactions involving related parties typically cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. However, in the case of the convertible promissory note discussed in Note 5, the Company obtained a fairness opinion from an independent third party which supports that the transaction was carried out at an arm’s length basis.

Revenue Recognition and Cost of Revenues

Revenue Recognition and Cost of Revenues

The Company follows the FASB Accounting Standards Codification ASC 606 for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met:

1) Identify the contract with a customer

A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer.

2) Identify the performance obligations in the contract

Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised services, the Company must apply judgment to determine whether promised services are capable of being distinct and distinct in the context of the contract. If these criteria are not met the promised services are accounted for as a combined performance obligation.

3) Determine the transaction price

The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. None of the Company’s contracts as of September 30, 2019 contained a significant financing component.

4) Allocate the transaction price to performance obligations in the contract

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. However, if a series of distinct services that are substantially the same qualifies as a single performance obligation in a contract with variable consideration, the Company must determine if the variable consideration is attributable to the entire contract or to a specific part of the contract. For example, a bonus or penalty may be associated with one or more, but not all, distinct services promised in a series of distinct services that forms part of a single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. The Company determines standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations.

5) Recognize revenue when or as the Company satisfies a performance obligation

The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer.

Convention revenue is generally earned upon completion of the convention. Unearned convention revenue is deposits received for conventions that have not yet taken place, which are fully or partially refundable depending upon the terms and conditions of the agreements.

The Company recognizes cost of revenues in the period in which the revenues was earned. In the event the Company incurs cost of revenues for conventions that are yet to occur, the Company records such amounts as prepaid expenses and such prepaid expenses are expensed during the period the convention takes place.

Shipping and Handling Costs

Shipping and Handling Costs

The Company accounts for shipping and handling fees in accordance with paragraph 605-45-45-19 of the FASB Accounting Standards Codification. While amounts charged to customers for shipping products are included in revenues, the related costs are classified in cost of revenue as incurred.

Shipping and handling costs were $0 and $0 for the three and nine months ended September 30, 2019 and 2018, respectively.

Equity-based Compensation

Equity–based compensation

The Company recognizes compensation expense for all equity–based payments in accordance with ASC 718 “Compensation – Stock Compensation”. Under fair value recognition provisions, the Company recognizes equity–based compensation net of an estimated forfeiture rate and recognizes compensation cost only for those shares expected to vest over the requisite service period of the award.

Restricted stock awards are granted at the discretion of the Company. These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods, typically over a four-year period (vesting on a straight–line basis). The fair value of a stock award is equal to the fair market value of a share of Company stock on the grant date.

The fair value of an option award is estimated on the date of grant using the Black–Scholes option valuation model. The Black–Scholes option valuation model requires the development of assumptions that are input into the model. These assumptions are the expected stock volatility, the risk–free interest rate, the expected life of the option, the dividend yield on the underlying stock and the expected forfeiture rate. Expected volatility is calculated based on the historical volatility of the Company’s Common stock over the expected option life and other appropriate factors. The expected option term is computed using the “simplified” method as permitted under the provisions of ASC 718-10-S99. The Company uses the simplified method to calculate expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. Risk–free interest rates are calculated based on continuously compounded risk–free rates for the appropriate term. The dividend yield is assumed to be zero as the Company has never paid or declared any cash dividends on the Common stock of the Company and does not intend to pay dividends on the Common stock in the foreseeable future. The expected forfeiture rate is estimated based on historical experience.

Determining the appropriate fair value model and calculating the fair value of equity–based payment awards requires the input of the subjective assumptions described above. The assumptions used in calculating the fair value of equity–based payment awards represent management’s best estimates, which involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and the Company uses different assumptions, the equity–based compensation could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and recognize expense only for those shares expected to vest. If the actual forfeiture rate is materially different from the Company’s estimate, the equity–based compensation could be significantly different from what the Company has recorded in the current period.

Income Taxes

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2019 and December 31, 2018. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at September 30, 2019 and December 31, 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

The Company may be subject to potential examination by federal, state, and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with federal, state, and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

The Company is no longer subject to tax examinations by tax authorities for years prior to 2015.

Earnings Per Share

Earnings per Share

Earnings per share (“EPS”) is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. EPS is computed pursuant to Section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16, basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.

The following table shows the outstanding dilutive common shares excluded from the diluted net income (loss) per share calculation as they were anti-dilutive:

	Contingent shares issuance arrangement, stock options or warrants
	For the Nine Months Ended September 30, 2019		For the Nine Months Ended September 30, 2018
Convertible note		16,666,667		16,666,667
Common stock options		4,867,500		3,743,000
Common stock warrants		16,666,667		16,666,667
Total contingent shares issuance arrangement, stock options or warrants		38,200,834		37,076,334

Reclassification

Reclassification

Certain prior period amounts have been reclassified to conform to current period presentation.

Recently Adopted Accounting Guidance

Recently Adopted Accounting Guidance

In February 2016, the FASB issued ASU 2016-02 “Leases” (Topic 842) which amended guidance for lease arrangements to increase transparency and comparability by providing additional information to users of financial statements regarding an entity’s leasing activities. Subsequent to the issuance of Topic 842, the FASB clarified the guidance through several ASUs; hereinafter the collection of lease guidance is referred to as ASC 842. The revised guidance seeks to achieve this objective by requiring reporting entities to recognize lease assets and lease liabilities on the balance sheet for substantially all lease arrangements.

On January 1, 2019, the Company adopted ASC 842 using the modified retrospective approach and recognized a right of use (“ROU”) asset and liability in the condensed consolidated balance sheet in the amount of $252,980 related to the operating lease for office space. Results for the three and nine months ended September 30, 2019 are presented under ASC 842, while prior period amounts were not adjusted and continue to be reported in accordance with the legacy accounting guidance under ASC Topic 840, Leases.

As part of the adoption we elected the practical expedients permitted under the transition guidance within the new standard, which among other things, allowed us to:

1.	Continue applying our current policy for accounting for land easements that existed as of, or expired before, January 1, 2019.
2.	Not separate non-lease components from lease components and instead to account for each separate lease component and the non-lease components associated with that lease component as a single lease component.
3.	Not to apply the recognition requirements in ASC 842 to short-term leases.
4.	Not record a right of use asset or right of use liability for leases with an asset or liability balance that would be considered immaterial.

Refer to Note 7. Operating Leases for additional disclosures required by ASC 842.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

Management has evaluated all recent accounting pronouncements as issued by the FASB in the form of Accounting Standards Updates (“ASU”) through the date these financial statements were available to be issued and find no recent accounting pronouncements that would have a material impact on the financial statements of the Company.

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Stockholders' Equity (Deficit) - Summary of Stock Option Activity (Details)	9 Months Ended
	Sep. 30, 2019 $ / shares shares
Equity [Abstract]
Number of options Outstanding at the beginning of the period | shares	4,345,000
Number of options Exercisable at beginning of the period | shares	3,492,500
Number of options Granted | shares	2,142,500
Number of options Exercised | shares
Number of options Forfeited/Cancelled | shares	(1,620,000)
Number of options Outstanding at the end of the period | shares	4,867,500
Number of options Exercisable at end of the period | shares	3,753,333
Weighted Average Exercise Price Outstanding at the beginning of the period | $ / shares	$ 0.52
Weighted Average Exercise Price Exercisable at beginning of the period | $ / shares	0.59
Weighted Average Exercise Price Granted | $ / shares	0.13
Weighted Average Exercise Price Exercised | $ / shares
Weighted Average Exercise Price Forfeited/Cancelled | $ / shares
Weighted Average Exercise Price Outstanding at the end of the period | $ / shares	0.31
Weighted Average Exercise Price Exercisable at end of the period | $ / shares	$ 0.35

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Operating Leases - Schedule of Lease Expenses (Details)	9 Months Ended
	Sep. 30, 2019 USD ($)
Leases [Abstract]
Operating lease	$ 80,173
Sublease income	(28,807)
Total net lease cost	$ 51,366

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Stockholders' Equity (Deficit) - Schedule of Information Regarding Stock Warrants Outstanding (Details) - Warrant [Member] - $ / shares	9 Months Ended
	Sep. 30, 2019	Dec. 31, 2018	Dec. 31, 2017
Range of Exercise Price	$ 0.15
Number of Shares Outstanding	16,666,667	16,666,667	16,666,667
Weighted Average Remaining Contractual Life (years)	2 years 2 months 1 day
Weighted Average Exercise Price	$ 0.15	$ 0.15	$ 0.15
Number of Shares Exercisable	16,666,667	16,666,667	16,666,667
Weighted Average Exercise Price	$ 0.15	$ 0.15	$ 0.15

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2019

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 6 – Commitments and Contingencies

Employment Agreements

Appointment of President and Chief Executive Officer

On April 22, 2016, the Board approved the appointment of Mr. John D. Maatta as the Company’s President and Chief Executive Officer, effective as of May 3, 2016. Mr. Maatta will continue to serve as a member of the Board. In addition, the Board granted Mr. Maatta options to purchase up to an aggregate of 1,100,000 shares of the Company’s common stock, subject to the terms and conditions of the Third Amended and Restated 2011 Stock Incentive and Award Plan, which were fully vested as of December 31, 2018. Mr. Maatta formally entered into his Employment Agreement with the Company on July 17, 2016. Effective January 1, 2018, Mr. Maatta has elected to receive 50% of the compensation provided for his employment contract and is currently receiving $125,000 per year with the remainder of the balance deferred which amount is included in accounts payable and accrued expenses on the accompanying condensed consolidated balance sheets. On November 22, 2018, the Board of Directors of the Company decided to issue 1,729,325 shares of Preferred stock for settlement of the deferred compensation due to Mr. Maatta totaling $212,707. Deferred compensation for Mr. Maatta accrued as of September 30, 2019 and December 31, 2018 was $149,655 and $48,680, respectively. Mr. Maatta made a non-interest bearing loan to the Company during the quarter of $75,000, which was included in accrued liabilities on the condensed consolidated balance sheet.

On January 23, 2019, the Company granted options to purchase an additional 400,000 shares of the Company’s common stock. The options were with an exercise price of $0.13 per share, a term of 5 years, and immediate vesting. The options have an aggregated fair value of approximately $46,431 that was calculated using the Black-Scholes option-pricing model based on the assumptions below in Note 8.

Consulting Agreement

As discussed in Note 6, on December 29, 2016, the Company entered into a Consulting Services Agreement (the “Consulting Agreement”) with Bristol managed by Paul L. Kessler, the Chairman of the Company. Pursuant to the Consulting Agreement, Mr. Kessler will serve as Executive Chairman of the Company. The initial term of the Agreement is from December 29, 2016 through March 28, 2017 (the “Initial Term”). The term of the Consulting Agreement will be automatically extended for additional terms of 90-day periods each (each a “Renewal Term” and together with the Initial Term, the “Term”), unless either the Company or Bristol gives prior written notice of non-renewal to the other party no later than thirty (30) days prior to the expiration of the then current Term.

During the Term, the Company will pay Bristol a monthly fee (the “Monthly Fee”) of $18,750. For services rendered by Bristol prior to entering into the Consulting Agreement, the Company will pay Bristol the Monthly Fee, pro-rated, for the time between September 1, 2016 and December 29, 2016. Bristol may also receive an annual bonus as determined by the Compensation Committee of the Company’s Board of Directors (the “Board”) and approved by the Board. Bristol has deferred payment of the monthly fees due from the Company as defined under the Consulting Agreement. On November 22, 2018, the Board of Directors of the Company decided to issue 4,039,634 shares of Preferred stock for settlement of the outstanding fees due to Bristol totaling $496,875. At September 30, 2019 and December 31, 2018, the Company accrued $84,134 and $0, respectively, of net monthly fees due to Bristol.

In addition, the Company granted to Bristol options to purchase up to an aggregate of 600,000 shares of the Company’s common stock. On January 23, 2019, the Company granted options to purchase an additional 300,000 shares of the Company’s common stock. The options were with an exercise price of $0.13 per share, a term of 5 years, and immediate vesting. The options have an aggregated fair value of approximately $34,823 that was calculated using the Black-Scholes option-pricing model based on the assumptions below in Note 8.

Legal proceedings

The Company has filed suit against a vendor alleging a number of claims on behalf of the Company with regard to decorator services provided to the Company. That dispute has settled on terms that the Company believes are advantageous to its interests.

With the exception of the foregoing dispute, the Company is not involved in any disputes and does not have any litigation matters pending which the Company believes could have a materially adverse effect on the Company’s financial condition or results of operations.

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Subsequent Events

9 Months Ended

Sep. 30, 2019

Subsequent Events [Abstract]

Subsequent Events

Note 10 – Subsequent Events

On October 30, 2019, Jordan Schur resigned his position as a member of the Board of Directors of the Company. On November 4, 2019, Scott D. Kaufman was elected to be a member of the Board to fill the vacancy created by the resignation of Mr. Schur.

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Related Party Transactions (Details Narrative) - USD ($)					3 Months Ended		9 Months Ended
	Nov. 22, 2018	Dec. 29, 2016	Dec. 02, 2016	Jul. 02, 2016	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Feb. 04, 2016	Dec. 29, 2014
Stock options granted to purchase of common stock							2,142,500
Consulting expense					$ 134,094	$ 130,092	$ 351,938	$ 354,109
Operating sublease, monthly payment							78,287
Debt discount					0		0		$ 4,999
Fair value for warrant and debt discount							1,448,293
Due to CONtv joint venture					$ 224,241		$ 224,241		224,241
Con Tv LLC [Member]
Equity method investment ownership percentage					10.00%		10.00%
Investment					$ 0		$ 0		0
Series A Warrants [Member]
Warrant to purchase shares of common stock					16,666,667		16,666,667
Warrant exercise price per share					$ 0.15		$ 0.15
Warrant expiring date							Dec. 01, 2021
Series B Warrants [Member]
Warrant to purchase shares of common stock					16,666,650		16,666,650
Warrant exercise price per share					$ 0.15		$ 0.15
Warrant expiring date							Dec. 01, 2021
Gross proceeds from exercise of warrants							$ 1,667
Debenture [Member]
Debt principal amount					$ 2,500,000		$ 2,500,000
Debt instruments maturity date							Dec. 30, 2018
Debt instrument interest rate per annum					12.00%		12.00%
Debt conversion price per share					$ 0.15		$ 0.15
Average trading price percentage							50.00%
Debenture [Member] | Common Stock [Member]
Debt conversion price per share					$ 0.15		$ 0.15
Bristol Capital Advisors, LLC [Member]
Operating sublease, term				5 years 3 months
Operating sublease, monthly payment				$ 8,118
Operating sublease, rent expense							$ 80,173	57,806
CEO [Member]
Loan from officer					$ 75,000		75,000
Accrued liabilities					75,000		75,000
Securities Purchase Agreement [Member] | Bristol Investment Fund, Ltd [Member] | Board of Directors [Member]
Shares issued during period, shares			500,000
Shares issued during period, value			$ 85,000
Cash purchase price of securities			2,500,000
Cash paid			25,000
Debt discount			$ 25,791
Operating Agreement [Member]
Recognized losses from the venture					0		0	0
Wiz Wizard, LLC [Member]
Equity method investment ownership percentage											50.00%
Percentage of membership interest										50.00%
Bristol Capital, LLC [Member] | Consulting Services Agreement [Member]
Debt monthly fee		$ 18,750
Stock options granted to purchase of common stock		600,000
Consulting expense							127,355	$ 168,750
Accrued consulting expense					$ 84,134		$ 84,134		$ 0
Bristol Capital, LLC [Member] | Consulting Services Agreement [Member] | Board of Directors [Member]
Shares issued during period, shares	4,039,634
Shares issued during period, value	$ 496,875

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Operating Leases (Tables)

9 Months Ended

Sep. 30, 2019

Leases [Abstract]

Schedule of Lease Expenses

The components of lease expense were as follows:

	Nine Months Ended September 30, 2019
Operating lease		80,173
Sublease income		(28,807	)
Total net lease cost	$	51,366

Schedule of Supplemental Cash Flow and Other Information Related Leases

Supplemental cash flow and other information related to leases was as follows:

	Nine Months Ended September 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	(78,287	)
ROU assets obtained in exchange for lease liabilities:
Operating leases	$	252,980
Weighted average remaining lease term (in years):
Operating leases		1.9 2
Weighted average discount rate:
Operating leases		12	%

Schedule of Maturities of Operating Lease Liabilties

The following table presents the maturity of the Company’s lease liabilities as of September 30, 2019:

Fiscal year ending December 31:
2019 (remainder of year)	$	26,612
2020		108,046
2021		83,054
		217,712
Less: Imputed interest		(23,315	)
Present value	$	194,397

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Significant and Critical Accounting Policies and Practices - Schedule of Estimated Useful Life (Details)	9 Months Ended
	Sep. 30, 2019
Computer Equipment [Member]
Estimated useful life of property and equipment	3 years
Equipment [Member] | Minimum [Member]
Estimated useful life of property and equipment	2 years
Equipment [Member] | Maximum [Member]
Estimated useful life of property and equipment	5 years
Furniture and Fixture [Member]
Estimated useful life of property and equipment	7 years
Leasehold Improvements [Member]
Estimated useful life of property and equipment	0 years	[1]

[1] Amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever period is shorter.

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Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2019	Dec. 31, 2018
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	5,768,956	5,768,956
Preferred stock, shares outstanding	5,768,956	5,768,956
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	80,000,000	80,000,000
Common stock, shares issued	70,135,036	70,135,036
Common stock, shares outstanding	70,135,036	70,135,036
Series A Cumulative Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	50,000	50,000
Preferred stock, shares outstanding

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Organization and Operations

9 Months Ended

Sep. 30, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Operations

Note 1 – Organization and Operations

Wizard Entertainment, Inc.

Wizard Entertainment, Inc., formerly GoEnergy, Inc. and Wizard World, Inc. (“Wizard Entertainment” or the “Company”) was incorporated on May 2, 2001, under the laws of the State of Delaware. The Company, through its operating subsidiary, is a producer of pop culture and live multimedia conventions across North America. Effective October 5, 2018, the Company changed its name to Wizard Entertainment, Inc.