UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549





FORM 10-K/A

(Amendment No. 1)



xANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended:December 31, 2010



or



 ̈TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



Commission file number:000-33383



WIZARD WORLD, INC.

(Exact name of registrant
as specified in its charter)



|Delaware                        | 98-0357690         
|------------------------------- | -------------------
|(State or other jurisdiction of | (I.R.S. Employer   
|incorporation or organization)  | Identification No.)



|1350 Avenue of the Americas, 2nd Floor  
|----------------------------------------
|New York, NY 10019                      
|(Address of principal executive offices)



(646) 801-5572

(Registrant’s telephone
number, including area code)



Securities registered under
Section 12(b) of the Exchange Act: None.





Securities registered under Section
12(g) of the Exchange Act:Common Stock, par value $0.0001 per share





Indicate by check mark if
the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act.

Yes ̈Nox



Indicate by check mark if
the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ̈Nox



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 preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject
to such filing requirements for the last 90 days.

Yes xNo ̈



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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 ̈Nox



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ̈



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



|Large accelerated filer |  ̈ | Accelerated filer         |  ̈ | 
|----------------------- | - | ------------------------- | - | 
|                        |   |                           |  
|Non-accelerated filer   |  ̈ | Smaller reporting company | x | 



Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ̈Nox





The aggregate
market value of the voting and non-voting common equity held by non-affiliates of the registrant on June 30, 2011, based on a
closing price of $0.75 was $1,781,899.50.  As of April 20, 2012, the registrant had 35,044,878shares of its common stock, par value $0.0001 per share, outstanding.





Documents Incorporated By
Reference: None.











TABLE OF CONTENTS



|           | Page No.                                                                                                     
|---------- | -------------------------------------------------------------------------------------------------------------
|PART I     |                                                                                                              
|           |                                                                                                              
|Item 1.    | Business.                                                                                                    
|Item 1A.   | Risk Factors.                                                                                                
|Item 1B.   | Unresolved Staff Comments.                                                                                   
|Item 2.    | Properties.                                                                                                  
|Item 3.    | Legal Proceedings.                                                                                           
|Item 4.    | Mine Safety Disclosures.                                                                                     
|           |                                                                                                              
|PART II    |                                                                                                              
|           |                                                                                                              
|Item 5.    | Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|Item 6.    | Selected Financial Data.                                                                                     
|Item 7.    | Management’s Discussion and Analysis of Financial Condition and Results of Operation.                        
|Item 7A    | Quantitative and Qualitative Disclosures About Market Risk.                                                  
|Item 8.    | Financial Statements and Supplementary Data.                                                                 
|Item9.     | Changes In And Disagreements With Accountants on Accounting and Financial Disclosure.                        
|Item 9A.   | Controls And Procedures.                                                                                     
|Item 9B.   | Other Information.                                                                                           
|           |                                                                                                              
|PART III   |                                                                                                              
|           |                                                                                                              
|Item 10.   | Directors, Executive Officers and Corporate Governance.                                                      
|Item 11.   | Executive Compensation.                                                                                      
|Item 12.   | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.              
|Item 13.   | Certain Relationships and Related Transactions, and Director Independence.                                   
|Item 14.   | Principal Accounting Fees and Services.                                                                      
|           |                                                                                                              
|PART IV    |                                                                                                              
|           |                                                                                                              
|Item 15.   | Exhibits, Financial Statements Schedules.                                                                    
|           |                                                                                                              
|SIGNATURES |                                                                                                              















SPECIAL NOTE REGARDING
FORWARD-LOOKING STATEMENTS



Included in this Annual Report
on Form 10-K are “forward-looking” statements, as well as historical information. Although we believe that the expectations
reflected in these forward-looking statements are reasonable, we cannot assure you that the expectations reflected in these forward-looking
statements will prove to be correct. Our actual results could differ materially from those anticipated in forward-looking statements
as a result of certain factors, including matters described in the section titled “Risk Factors.” Forward-looking statements
include those that use forward-looking terminology, such as the words “anticipate,” “believe,” “estimate,”
“expect,” “intend,” “may,” “project,” “plan,” “will,” “shall,”
“should,” and similar expressions, including when used in the negative. Although we believe that the expectations reflected
in these forward-looking statements are reasonable and achievable, these statements involve risks and uncertainties and we cannot
assure you that actual results will be consistent with these forward-looking statements. Important factors that could cause our
actual results, performance or achievements to differ from these forward-looking statements include the following:



| | • | the availability and adequacy of our cash flow to meet our requirements;
| | - | ------------------------------------------------------------------------



| | • | economic, competitive, demographic, business and other conditions in our local and regional markets;
| | - | ----------------------------------------------------------------------------------------------------



| | • | the failure to obtain or loss of any license or permit;
| | - | -------------------------------------------------------



| | • | changes in our business and growth strategy;
| | - | --------------------------------------------



| | • | the availability of additional capital; and
| | - | -------------------------------------------



| | • | other factors discussed under the section entitled “Risk Factors” or elsewhere in this Annual Report.
| | - | -----------------------------------------------------------------------------------------------------



All forward-looking statements
attributable to us are expressly qualified in their entirety by these and other factors.  We undertake no obligation
to update or revise these forward-looking statements, whether to reflect events or circumstances after the date initially filed
or published, to reflect the occurrence of unanticipated events or otherwise unless required by applicable law.



1





PART I



Item 1.  Business.



As used in this Annual Report,
“we”, “us”, “our”, “Wizard”, “Company” or “our Company”
refers to Wizard World, Inc. and references to “Conventions” refer collectively to Kick the Can Corp. and its predecessors,
Wizard Conventions, Inc. and Kicking the Can, L.L.C.



Our Company



We, through our operating
subsidiary Conventions, are a producer of pop culture and live multimedia conventions across North America.  These live
multimedia conventions market and provide a social networking and entertainment venue for popular fiction enthusiasts of movies,
TV shows, video games, technology, toys, social networking/gaming platforms, comic books and graphic novels.



Company History



Wizard World, Inc. (f/k/a
GoEnergy, Inc.) was incorporated in Delaware on May 2, 2001.  The Company was involved in oil and gas exploration and
considered various oil and gas properties.  None of the properties that the Company explored had commercial potential
so operations were ceased and the Company abandoned any interests it had in such properties.



On December 7, 2010 (the
“Closing Date”), the Company acquired Conventions pursuant to a Share Purchase and Share Exchange Agreement (the “Exchange
Agreement”), by and among the Company, Strato Malamas, an individual and former majority stockholder of the Company, Conventions,
and shareholders of Conventions (the “Conventions Shareholders”), that are signatories thereto.  On the Closing
Date, pursuant to the terms of the Exchange Agreement, the Conventions Shareholders transferred and contributed all of their shares
(the “Conventions Shares”) to the Company, resulting in our acquisition of all of the outstanding Conventions Shares.  In
return, we issued to the Conventions Shareholders, their designees or assigns (the “Share Exchange”), an aggregate
of 32,927,576 shares of the Company’s common stock (the “Exchange Shares”), which constituted approximately 94.9%
(on a fully diluted basis) of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”),
issued and outstanding immediately after the consummation of the Share Exchange (the “Closing”).  As the
result of the Share Exchange, Conventions became a wholly owned subsidiary of the Company.



Kick The Can Corp. was incorporated
in Nevada on September 20, 2010. Kicking The Can, L.L.C. was formed in Delaware on April 17, 2009. It also has not undergone any
bankruptcy, receivership or similar proceeding, or any material reclassification, merger, consolidation, or purchase of a significant
amount of assets. It sold a significant amount of its assets, namely the production rights to certain comic cons in certain cities
pursuant to an asset purchase agreement, to Kick The Can Corp. on September 29, 2010. Wizard Conventions, Inc. was originally
incorporated under the name Entertainment Conventions, Inc. in New York on February 27, 1997. Entertainment Conventions, Inc.
changed its name to Wizard Conventions, Inc. on October 1, 2001.



On January 31, 2011, management of
Wizard Conventions, Inc. ceased operations under such entity and continued the convention operation under the Kick The Can Corp.
entity. Kicking The Can L.L.C. never officially commenced operations, never had employees and never produced a comic con event.
Due to these circumstances, management concluded that Wizard Conventions, Inc. recapitalized into Kick The Can Corp despite no
formal legal agreement between the parties.



The description of the Exchange Agreement
does not purport to be complete and is qualified in its entirety by the full text of Exhibit 2.1 to this Current Report on Form
8-K/A, which is herein incorporated by reference.



We borrowed an aggregate of $200,000
from four lenders and issued to such lenders convertible demand promissory notes (collectively, the “Notes”) made
as of November 5, 2010 (the “Issuance Date”). Unless mandatorily converted, the Notes were convertible at any time
after the sixtieth (60th) day after the Issuance Date at a conversion price of $.40 (the “Conversion Price”). In the
event we raise $600,000 or more pursuant to a private placement (the “Qualified Offering”), the principal and accrued
interest of each Note is mandatorily converted into our capital stock having the same terms (e.g., same class or series and having
the same rights and privileges) as the securities issued pursuant to our private placement. Further, in the event that we issue
capital stock for a purchase price that is less than the Conversion Price or we issue securities that are convertible or exercisable
into our capital stock at a conversion price or exercise price, as applicable, that is lower than the Conversion Price, the Conversion
Price is automatically reduced to such lower price. The holders of the Notes also have piggyback registration rights such that
if we at any time file a registration statement, the underlying common stock of the Notes must also be included in such registration
statement. The Notes were mandatorily converted on December 7, 2011 when the Company raised an aggregate of $775,000 from the
issuance of Series A Cumulative Convertible Preferred Stock (“Series A Preferred”).



Together with the Notes, we also issued
to each lender a common stock purchase warrant (each a “Warrant” and collectively, the “Warrants”) that
is exercisable at any time on or after a Qualified Offering and during the one year period after the issuance of the warrant.
Such Warrant is exercisable into the same number of shares as are issuable upon conversion of the corresponding Note at an exercise
price of $0.60 (the “Exercise Price”), which may be paid through a cashless exercise. The Exercise Price is proportionately
adjusted in the event of, among other things, a stock split, the issuance of a stock dividend, subsequent equity sales and subsequent
rights offerings.



The description of the Notes and Warrants
herein does not purport to be complete and is qualified in its entirety by the full text of Exhibits 10.13 and 4.3, respectively,
of this Current Report on Form 8-K/A, which are incorporated herein by reference.



On March 18, 2011, we formed a wholly owned subsidiary called Wizard World Digital, Inc. (“Digital”).
Among other things, Digital (i) monitors and sends emails to our fan database, (ii) manages our website www.wizardworld.comand our online accounts (e.g., Twitter and Facebook) and (iii) produces our organically-developed online newsletter called
Wizard World Digital.





Our executive offices are
located at 1350 Avenue of the Americas, 2nd Floor, New York, NY 10019 and our telephone
number at such office is (646) 801-5572.



Business Overview



Our Company produces pop
culture and live multimedia conventions (“Comic Cons”) across North America that provide a social networking and entertainment
venue for popular fiction enthusiasts of movies, TV shows, video games, technology, toys, social networking/gaming platforms, comic
books and graphic novels.  These Comic Cons provide entertainment companies, toy companies, gaming companies, publishing
companies and retailers venues for their sales, marketing, promotions, public relations, advertising and sponsorships efforts.



Conventions





Conventions
have been producing comic conventions since July 1997. In 2009, Conventions produced three Comic Cons, namely the Philadelphia
Comic Con, Chicago Comic Con and New York ‘Big Apple’ Comic Con. In 2010, Conventions produced nine Comic Cons in
the following North American cities: Miami, FL New Orleans, LA, Toronto, Ontario, Anaheim, CA, Philadelphia, PA, Chicago, IL,
New York, NY, Boston, MA and Austin, TX.



Conventions
currently holds the production rights to the following 11 conventions: (i) Atlanta Comic Con (Atlanta, GA); (ii) Big Apple Comic
Con (New York, NY); (iii) Cincinnati Comic Con (Cincinnati, OH); (iv) Connecticut Comic Con (Hartford, CT); (v) Nashville Comic
Con (Nashville, TN); (vi) New England Comic Con (Boston, MA); (vii) North Coast Comic Con (Akron, OH); (viii) Toronto Comic Con
(Toronto, Ontario); (ix) Nola Comic Con (New Orleans, LA); (x) Central Canada Comic Con (Winnipeg, Manitoba); and (xi) Mid-Ohio
Comic Con (Columbus, OH). We organically developed the Comic Cons in Miami, FL, Anaheim, CA, Austin, TX, Philadelphia, PA and
Chicago, IL.



2









On November
13, 2010, the Company acquired the production rights to the Mid-Ohio Comic Con from GCX Holdings. The total consideration for
the acquisition was $77,500, of which $60,000 was the initial purchase price, payable in royalties consisting of 25% of the first
$40,000 of exhibitor revenue, plus 10% of the exhibitor revenue over $40,000, with a $60,000 cap on
cumulative payments. Additionally, we agreed to a five-year consulting agreement for $3,500 per year, payable in annual
installments commencing in the year after the $60,000 initial purchase price had been paid in full. The production cost of the
2011 Mid-Ohio Comic Con was approximately $160,000, which we funded out of existing cash and cash flow from our Company’s
operations and proceeds from ticket sales and exhibitor sales prior to the event.



Strategy



Our objective
is to use our Comic Cons and Wizard World Digital to become the voice for pop culture enthusiasts across multiple media
platforms. Key elements of our strategy include:





| | · | producing
                                                                                                                               high
                                                                                                                               quality
                                                                                                                               live
                                                                                                                               multimedia
                                                                                                                               events
                                                                                                                               across
                                                                                                                               North
                                                                                                                               America
                                                                                                                               for
                                                                                                                               promotion
                                                                                                                               of
                                                                                                                               consumer
                                                                                                                               products
                                                                                                                               and
                                                                                                                               entertainment;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | leveraging
                                                                                                                               all
                                                                                                                               the
                                                                                                                               content
                                                                                                                               created
                                                                                                                               and
                                                                                                                               generated
                                                                                                                               at
                                                                                                                               the
                                                                                                                               live
                                                                                                                               multimedia
                                                                                                                               events
                                                                                                                               to
                                                                                                                               enter
                                                                                                                               the
                                                                                                                               media
                                                                                                                               market
                                                                                                                               and
                                                                                                                               distribute
                                                                                                                               the
                                                                                                                               content
                                                                                                                               in
                                                                                                                               digital
                                                                                                                               media
                                                                                                                               such
                                                                                                                               as
                                                                                                                               websites,
                                                                                                                               apps,
                                                                                                                               emails,
                                                                                                                               newsletters,
                                                                                                                               Facebook,
                                                                                                                               Twitter,
                                                                                                                               Flickr,
                                                                                                                               Tumblr
                                                                                                                               and
                                                                                                                               YouTube;
                                                                                                                               and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | obtaining
                                                                                                                               sponsorships
                                                                                                                               and
                                                                                                                               promotions
                                                                                                                               from
                                                                                                                               media
                                                                                                                               and
                                                                                                                               entertainment
                                                                                                                               companies
                                                                                                                               for
                                                                                                                               the
                                                                                                                               Comic
                                                                                                                               Cons,
                                                                                                                               including:
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | expanding
                                                                                                                                              our
                                                                                                                                              relationships
                                                                                                                                              with
                                                                                                                                              entertainment
                                                                                                                                              and
                                                                                                                                              media
                                                                                                                                              companies;
                                                                                                                                              and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | forming
                                                                                                                                              strategic
                                                                                                                                              relationships
                                                                                                                                              with
                                                                                                                                              new
                                                                                                                                              media
                                                                                                                                              and
                                                                                                                                              entertainment
                                                                                                                                              companies
                                                                                                                                              to
                                                                                                                                              promote
                                                                                                                                              their
                                                                                                                                              products.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





We receive
revenue from our Comic Cons in three (3) ways, namely from (i) consumer ticket sales; (ii) exhibitor booth sales; and (iii) national
and/or regional sponsorships. Generally, 95% of our revenue comes from Live Conventions through ticket sales, exhibitor sales
and dealer sales, and 5% come from Sponsorships and Promotions. Our business plan is to generate additional revenues from advertising
sales on all of Wizard World Digital’s media properties. We began realizing revenue from our digital properties during the
fourth quarter 2011. We expect that digital media revenues will primarily be earned through offering advertisers the ability to
place banner ads on our digital media properties, priced on a standard cost-per-thousand (“CPM”) basis.



Sponsorships
and Advertising



We sell
sponsorship and advertising opportunities to businesses seeking to reach our core target audience of young adult males.



Sponsorships. We provide sponsorship opportunities that allow advertisers a wide range of promotional vehicles on-site and through
our public relations efforts. For example, we offer advertisers the ability to (i) display signage at the Comic Cons, (ii) include
their desired logos on all direct mail that is sent in connection with one or more Comic Cons, (iii) be included in press releases
to the media, (iv) obtain sponsor tags on the radio spots or in the print or online ads where we advertise, and (v) obtain advertising
space in our digital media. We also provide the opportunity for advertisers to sponsor events at the Comic Cons like costume contests
or gaming tournaments and the ability to have “step-and-repeats” for photo opportunities, meet and greets with celebrities,
VIP packages and “goody” bag giveaways. Sponsors pay a fee based upon the position of their advertising media and
the exposure it will receive. Specifically, the closer a sponsor is to the entrance of the Comic Con, the more exposure such sponsor
will receive as a greater number of Comic Con attendees will view the sponsor’s product and/or services. Therefore, the
rental fee for space at our Comic Cons is more expensive if the space is closer to the entrance.







3







Promotions .
Promotional opportunities include product placement and brand associations on-site at the Comic Cons. As our brand grows, we hope
to earn revenues by co-promoting, for example, a movie at one of our Comic Cons, with entertainment and media companies and brands
seeking to benefit from the popularity of the Comic Cons and the exposure received from appearing at them. We have not and do
not enter into formal agreements with respect to co-promotion with other parties.



Digital
Media. We produce a number of digital media properties, including our website www.wizardworld.com, emails, newsletters,
iPad app, Facebook, YouTube, Twitter, Flickr and Tumblr to create awareness of our Comic Cons and provide updates to our fans
and consumers. We also use our website www.wizardworld.com to a large extent to provide a source for the latest Comic Con
news and information. Display advertising is offered to brand advertisers across all our digital media properties, priced on a
traditional CPM basis.







Marketing



Our Comic
Cons are marketed through a variety of media outlets, including social media, websites, public relations, television, radio, direct
mail, email, flyers and postcards. Our Comic Cons usually obtain publicity through coverage of the events at our Comic Cons from
local TV stations, radio stations, newspapers, national press such as the Associated Press and Reuters, fan websites, blogs and
social network channels such as Twitter, Facebook, Flickr and Tumblr. In certain instances, we do not pay for advertising because
we can provide desirable content to media outlets. For example, we typically invite the local TV stations to our Comic Cons so
that they can interview the celebrities featured at our Comic Cons. As a result, we receive free TV coverage and the TV stations
obtain content for their shows. In addition, we arrange for celebrities to call into local radio stations. As a result, we receive
on-air promotion of our events and the radio station reaches a larger audience who want to tune in to hear our celebrities. We
also receive on-air promotion by exchanging air time for ticket give-aways to our Comic Cons. With respect to the internet and
online advertising, we advertise throughout our website www.wizardworld.com about the upcoming Comic Cons. We also send
out emails to our fans on a regular basis. In addition, we send out direct mail postcards, print flyers and postcards in each
city where we hold a Comic Con, which are handed out at local events, retailers and public gatherings. As a result, we believe
that we are cost effective when it comes to how we spend our advertising dollars.



We are consistently
creating and developing new content to distribute to our fans via all of the digital outlets we have developed, including, without
limitation, our iPad app called Wizard World, which can be downloaded via our website at www.wizardworld.com or through Apple’s
App store for the iPad.



Trademarks
and Copyrights



We have
a portfolio of trademarks and service marks and maintain a catalog of copyrighted works. Such marks include Wizard World, Pop
FI, Where Pop FI Comes to Life and Wizard World Girls. We do not consider our trademarks, service marks and trademarks to be significant
to our business.



Regulation



Typically,
we do not have to obtain permits to operate the Comic Cons. The convention centers at which such events occur obtain any required
permits and cover fire safety and occupancy matters as part of the rental agreement. Crowd control varies by location and is either
provided by the convention center’s personnel or by a third party security service recommended by the convention center.
The convention centers do, however, require liability insurance, which Conventions has obtained and maintained.



Customers



Our client
base is diverse. We have access to some of what we consider to be the leading movie studios, video game producers, comic book
publishers, television broadcasters and toy manufacturers. These customers are potential exhibitors and sponsors of our Comic
Con conferences. In addition, our digital media business will provide sales opportunities across the Fortune 1000 corporate sector,
as these brand advertisers look to leverage our media properties to target our predominantly male, age 25-44 target audience.



No single
advertiser, promoter or sponsor comprises a significant portion of our revenues.









4









Competition;
Competitive Strengths



In the live,
regionally-based consumer conventions market, the strength of a competitor is measured by the location and size of the region
or city, the frequency of live events per year, the guest and VIP list (e.g. celebrities and artists), the number of paying attendees,
the physical size of the convention, the extent of the public relations outreach (through traditional media, digital media and
social media) and the quantity and quality of exhibitors and dealers. We believe that we have a strong competitive position because
our Comic Cons take place in well-known major cities in North America throughout the year. Our multiple conventions per year enable
us to market our events year round, create a large amount of content that can be distributed through our digital media outlets,
and market in not only the regional consumer areas, but nationally as well. The multiple locations also allow us to work with
more celebrities, artists and writers and host them in multiple cities.



Most of
our competitors produce local one-time events and/or once a year events. For example, Reed Exhibitions Limited (“Reed Exhibitions”),
our competitor in the New York market, produces an annual comic con event in New York City. Reed Exhibitions also has a Chicago
event that still remains a fraction of the size of our Chicago event. There is an event in Toronto called Fan Expo produced by
Hobby Star Marketing Inc., which is limited to the Toronto marketplace. Other than Reed Exhibitions or Hobby Star Marketing Inc.,
we are not aware of any competitor that has successfully existed or entered a market in which we have a foothold.



Unlike
regional competitors such as Reed Exhibitions and Hobby Star Marketing Inc., however, we are able to tap into many geographic
pop culture markets as opposed to being limited to the local pop culture market. Further, the number of Comic Cons we produce
gives us a competitive advantage over these local comic cons because they do not have the economies of scale and operating efficiencies
that result from producing a multitude of Comic Cons. For instance, despite the number of Comic Cons that we hold, production
costs remain relatively consistent because, for example, the number of personnel we employ or consult with does not significantly
increase with the production of more Comic Cons. Further, the size of the Comic Cons and the volume at which they are produced
provide greater leverage to negotiate discounts on such things as hotels, convention centers and other travel expenses. Therefore,
it costs us less to produce a Comic Con than a producer that holds only one convention a year.



There is
a non-profit educational organization called Comic-Con International, which produces the largest Comic-Con event in the United
States, held annually in San Diego, CA, during the month of July. Comic-Con International also produces a show in San Francisco,
CA, called WonderCon. Because of the momentum of Comic-Con International in those markets, we do not intend to enter those markets
because our view is that the markets are saturated, and therefore could not support multiple shows in San Diego and San Francisco,
which is what our shows would provide if they were to be held in such cities. Further, the San Diego Comic-Con has an established
history and presence in San Diego, and draws a large audience to the well-publicized and popular event. Thus, there is a significant
barrier to our Company entering into the San Diego market. Despite our decision not to enter the San Diego Comic-Con market, the
San Diego Comic-Con is considered a competitor given that some fans may have to choose between attending either the San Diego
Comic-Con or any one of our Comic Cons, regardless of geographic region.



We believe,
however, that we have an advantage over other event producers because our Comic Cons are not limited to one city, but rather to
several well-known cities across North America. Therefore, rather than having to travel to San Diego, which for some fans may
be a long distance; our fans are able to attend a Wizard World Comic Con that is closer in proximity to them.









5







We also
believe that we have an edge over competitors because our Comic Cons are well known in the markets in which we hold our Comic
Cons. We have a reputation among fans, exhibitors and celebrities that our shows will be high quality and well attended by popular
fiction fans.



Sales
Channels and Pricing Policies



We have
outsourced our ticket sales to an online ticketing service, thereby eliminating the need to mail physical badges. Consumers can
order online, print out their barcode, come to the show, get scanned and get a wristband for entry. We still, however, sell tickets
on-site at the live events themselves. We offer a five dollar discount on the purchase price of our tickets to those who pre-purchase
tickets online as compared to those who purchase their tickets on-site at the Comic Con. Tickets typically range from $25 for
a single day pass to $55 for a weekend pass. Entry of children ten years old and under is free at all Comic Cons. Across all our
digital media properties, display advertising is offered to brand advertisers, priced on a traditional CPM basis.



Sales
and Marketing Strategy



We promote
our Comic Cons through a wide variety of media outlets, such as local radio and TV stations, newspapers, fan websites and blogs.
We also use online social networks such as Facebook, Twitter, YouTube, Flickr and Tumblr, and an iPad app to reach our fans and
provide updates. Further, we promote our Comic Cons on our website www.wizardworld.com and through our email database.
We currently sell to prospective corporate sponsors and advertisers through our direct sales force. In coming months, we plan
to augment our direct sales force through the utilization of third party representation firms and digital ad networks to help
sell display advertising on our digital properties.





Subsequent
Business Operations



In late
2011, we began to leverage the popularity of our Comic Cons to use as a springboard to enter the digital media market. Specifically,
in September 2011, we launched our new digital entertainment ad network called the “Wizard World Digital Entertainment
Network,” which is comprised of two websites; www.wizardworld.com and www.toywiz.com, and the Wizard World
email database. The Wizard World Digital Entertainment Network will offer display advertising to brand advertisers, priced on
a traditional cost-per-thousand (CPM) ad impression basis. The Wizard World Digital Entertainment Network plans to represent both
its owned and operated site, www.wizardworld.com, as well as third-party sites such as www.toywiz.com. The Company
expects to sign up several more third-party sites in 2012 and beyond to grow our vertical entertainment ad network business.



Our 2011
Wizard World tour included nine conventions occurring in the following cities: New Orleans, LA, Miami, FL, Toronto, Ontario, Anaheim,
CA, New York, NY, Philadelphia, PA, Rosemont, IL, Columbus, OH and Austin, TX. We receive revenue from our Comic Cons in three
(3) ways, namely from (i) consumer ticket sales; (ii) exhibitor booth sales; and (iii) national and/or regional sponsorships.
Each Comic Con varies in cost to produce. Production costs vary based on the size and scope of the production. Generally, our
production costs range from approximately $150,000 for a smaller scale production to over $450,000 for a larger production. We
base the number of Comic Cons that we produce on how much internal cash flow we have to fund them, which limits the number of
Comic Cons that we can produce in one year.



The Company’s
plan for 2012 is to focus the Wizard World tour on the Company’s six most popular ‘Super-Regional shows; New Orleans,
LA, Toronto, Ontario, Philadelphia, PA, Rosemont, IL, Columbus, OH and Austin, TX.



The majority
of our target audience are young adult males and are active consumers of many types of entertainment and media, such as movies,
music, toys, video games, apps, consumer electronics, computers, and lifestyle products (e.g. clothes, footwear, digital devices,
mobile phones and men’s personal items).







6







Growth
Strategy



Rather than
acquiring or organically developing new Comic Cons, we plan to grow our existing Comic Cons and increase the revenues of our existing
Comic Cons by adding more dealers, exhibitors, celebrities, panels, gaming tournaments and VIPs to our Comic Cons. Additionally,
we are focused on increasing revenues through increasing corporate sponsorships that allow advertisers a wide range of promotional
vehicles on-site and through our public relations efforts. We believe that we will be able to leverage our relationships with
our existing dealers, exhibitors, celebrities and VIPs to develop new relationships.



We use the
digital marketing outlets that we have developed, such as our website www.wizardworld.com which covers new and upcoming
products and talents in the pop culture world, to distribute the large amount of content we create from our live events. We also
reach consumers via e-mail and direct mail. We recently launched the new wizardworld.com website and a mobile application that
will allow users of iPhone mobile devices to access our content from the live events. Through the distribution of our content
via digital media, we offer advertisers the ability to display their ads on our website located at www.wizardworld.com
and reach our large e-mail database of fans. Through sales of display advertising space on our digital media properties, we plan
to generate revenues and thus strengthen our financial condition.



In September 2011 we launched our new digital entertainment ad network called the “Wizard World Digital Entertainment
Network,” which is comprised of two websites located at www.wizardworld.com and www.toywiz.com, as well
as the Wizard World email database. The Wizard World Digital Entertainment Network will offer display advertising to brand advertisers,
priced on a traditional CPM ad impression basis. We plan to work with display advertising networks and third party representation
firms, and to hire four direct sales employees over the next 12 months to maximize the monetization of the Wizard World Digital
Entertainment Network. We have no signed agreements to date with third-party representation firms. Third-party representation
firms represent several web publishers (such as Wizard World), selling their display advertising inventory to brand advertisers
and/or advertising agencies. These third-party representation firms obtain a revenue share from the web publisher for any revenue
earned through their sales efforts. Wizard World is currently working with interclick, inc. (ad network) to monetize Wizard World’s
display advertising inventory.





In 2011,
we invested over $850,000 in technical development costs to launch the Wizard World Digital Entertainment Network.



To date,
we have been able to raise financing to implement our growth plans by issuing capital stock and warrants through private placements.
We plan to continue to obtain financing, when needed, from private placements from time to time, and/or from other traditional
financing sources, including, specifically, a Series A Cumulative Convertible Preferred Stock andterm
notes. We plan to use the proceeds from any private placements for working capital and to expand our business including the build
out of all of the Wizard World Digital Entertainment Network’s digital assets, which include an e-mail database and system
and newly developed entertainment website (www.wizardworld.com).



Employees



We currently have ten employees,
of which nine are full-time and one is part-time. Additionally, we engage five part-time freelance consultants to operate our
Comic Con business.





7







Where You Can Find More
Information



We are a voluntarily reporting
company.  This includes filing annual reports on Form 10-K with audited financial statements and unaudited quarterly
reports on Form 10-Q.  The public may read and copy any materials the Company files with the U.S. Securities and Exchange
Commission (the “SEC”) at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549.  The
public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0030.  The
SEC maintains an Internet website (http://www.sec.gov) that contains reports, proxy and information statements and other information
regarding issuers that file electronically with the SEC.



Item 1A.  Risk
Factors.



Risks Relating to our
Company



We have a limited operating
history from which you can evaluate our performance.



Since we have a limited operating
history, it will be difficult for investors and securities analysts to evaluate our business and prospects and predict future revenue.  Because
we have a limited operating history, we will encounter risks, expenses and difficulties of which we are unaware, and may be challenging
to overcome.  There can be no assurance that our efforts will be successful or that we will reach profitability.



Our independent auditors
have expressed doubt about our ability to continue as a going concern, which may hinder our ability to obtain future financing
and force us to cease operations.



In their report dated January
13, 2012, our independent auditors stated that our financial statements for the years ended December 31, 2010 and 2009 were prepared
assuming that we would continue as a going concern.  Our ability to continue as a going concern is an issue because to
date, we have incurred net operating losses.  We anticipate that we will continue to experience net operating losses.



Our net operating losses
will require that we finance our operations from outside sources, such as obtaining additional funding from the sale of our securities.  The
going concern explanatory paragraph included in our auditor’s report on our financial statements, however, could inhibit
our ability to raise additional financing.  If we are unable to obtain such additional capital, we will not be able to
sustain our operations and would be required to cease our operations.  You should consider our independent registered
public accountant's comments when determining if an investment in our Company is suitable.



Even if we do raise sufficient
capital and generate revenues to support our operating expenses, there can be no assurance that the revenue will be sufficient
to enable us to develop our business to a level where it will generate profits and cash flows from operations, or provide a return
on investment.  In addition, if we raise additional funds through the issuance of equity or convertible debt securities,
the percentage ownership of our stockholders could be significantly diluted, the newly-issued securities may have rights, preferences
or privileges senior to those of existing stockholders and the trading price of our common stock could be adversely affected.  Further,
if we obtain additional debt financing, a substantial portion of our operating cash flow may be dedicated to the payment of principal
and interest on such indebtedness, and the terms of the debt securities issued could impose significant restrictions on our operations.  If
we are unable to continue as a going concern, you may lose your entire investment.



If we need additional
capital to fund our growing operations, we may not be able to obtain sufficient capital and may be forced to limit the scope of
our operations.



As we implement our growth
strategies, we may experience increased capital needs.  We may not, however, have sufficient capital to fund our future
operations without additional capital investments.  If adequate additional financing is not available on reasonable terms
or at all, we may not be able to carry out our corporate strategy and we would be forced to modify our business plans (e.g., limit
our expansion, limit our marketing efforts and/or decrease or eliminate capital expenditures), any of which may adversely affect
our financial condition, results of operations and cash flow.  Such reduction could materially adversely affect our business
and our ability to compete.

8







Our capital needs will depend
on numerous factors, including, without limitation, (i) our profitability, (ii) our ability to respond to a release of competitive
products by our competitors, and (iii) the amount of our capital expenditures, including acquisitions.  Moreover, the
costs involved may exceed those originally contemplated.  Cost savings and other economic benefits expected may not materialize
as a result of any cost overruns or changes in market circumstances.  Failure to obtain intended economic benefits could
adversely affect our business, financial condition and operating performances.



We need to manage growth
in operations to maximize our potential growth and achieve our expected revenues.  Our failure to manage growth will
cause a disruption of our operations that may result in the failure to generate revenues at levels we expect.



In order to maximize potential
growth in our current markets, we may have to expand our operations.  Such expansion will place a significant strain
on our management and our operational, accounting and information systems.  We expect that we will need to continue to
improve our financial controls, operating procedures and management information systems.  We will also need to effectively
train, motivate and manage our employees.  Our failure to manage our growth could disrupt our operations and ultimately
prevent us from generating the revenues we expect.



Risks Related to our Business



We may not be able
to prevent others from using our intellectual property, and may be subject to claims by third parties that we infringe on their
intellectual property.



We regard the content that
we plan to distribute via digital media to be important to our success.  We plan to rely on non-disclosure and other
contractual provisions to protect our proprietary rights.  We may also try to protect our intellectual property rights
by, among other things, searching the Internet to detect unauthorized use of our intellectual property.



However, policing the unauthorized
use of our intellectual property is often difficult and any steps we take may not in every case prevent the infringement by unauthorized
third parties.  Further, there can be no assurance that our efforts to enforce our rights and protect our intellectual
property will be successful.  We may need to resort to litigation to enforce our intellectual property rights, which
may result in substantial costs and diversion of resources and management attention.



Further, although management
does not believe that our products and services infringe on the intellectual rights of others, there is no assurance that we will
not be the target of infringement or other claims.  Such claims, even if not true, could result in significant legal
and other costs and may be a distraction to our management or interrupt our business.



We encounter competition
in our business, and any failure to compete effectively could adversely affect our results of operations.



We anticipate that our competitors
will continue to expand and seek to obtain additional market share with competitive price and performance characteristics.  Aggressive
expansion of our competitors or the entrance of new competitors into our markets could have a material adverse effect on our business,
results of operations and financial condition.



If we do not compete
successfully against new and existing competitors, we may lose our market share, and our operating results may be adversely affected.



We compete with other advertising
service providers that may reach our target audience by means that are more effective than our Comic Cons and digital media.  Further,
if such other providers of advertising have a long operating history, large product and service suites, more capital resources
and broad international or local recognition, our operating results may be adversely affected if we cannot successfully compete.

9







The loss of the
services of our key employees and directors, particularly the services rendered by John Macaluso, our Chief Exective Officer,
could harm our business.



Our success depends to
a significant degree on the services rendered to us by our key employees and directors.  In particular, we are heavily
dependent on the continued services of John Macaluso, our Chief Executive Officer.  The loss of Mr. Macaluso or other
members of our senior management team, and our inability to attract highly skilled personnel with sufficient experience in our
industry, could harm our business.



Our future success
depends upon, in large part, our continuing ability to attract and retain qualified personnel.



Expansion of our business
and operation may require additional managers and employees with industry experience, in which case our success will be dependent
on our ability to attract and retain experienced management personnel and other employees.  There can be no assurance
that we will be able to attract or retain qualified personnel.  Competition may also make it more difficult and expensive
to attract, hire and retain qualified managers and employees.  If we fail to attract, train and retain sufficient numbers
of the qualified personnel, our prospects, business, financial condition and results of operations will be materially and adversely
affected.



If we do not maintain
and develop our Wizard World Comic Con brand and those of our strategic partners, we will not be able to attract an audience to
the Comic Cons.



We attract audiences and
advertisers partly through brand name recognition.  We believe that establishing, maintaining and enhancing our portfolio
of Comic Cons and the brands of our strategic partners will enhance our growth prospects.  The promotion of our Wizard
World Comic Con brand and those of our strategic partners will depend largely on our success in maintaining a sizable and loyal
audience, providing high-quality content and organizing effective marketing programs.  If we fail to meet the standards
to which our consumers are accustomed, our reputation will be harmed and we may lose market share.



Our future success
depends on attracting sponsors and pop culture advertisers who will advertise at our Comic Cons.  If we fail to attract
a sufficient number of sponsors and pop culture advertisers, our operating results and revenues may not meet expectations.



One of our important strategies
is to create an integrated platform of tours on which sponsors and pop-culture advertisers wishing to reach our young male target
audience may advertise.  However, advertisers may find that our targeted demographic does not consist of their desired
consumers or a critical mass of consumers, decide to use a competitor’s services or decide not to use our services for other
reasons.  If the sponsors and pop-culture advertisers decide against advertising with us, we may not realize our growth
potential or meet investor expectations.  Our future operating results and business prospects could be adversely affected.



We may not be able
to respond to changing consumer preferences and our sales may decline.



We operate in markets that
are subject to change, including changes in customer preferences.  New fads, trends and shifts in pop culture could affect
the type of live events customers will attend or the products consumers will purchase.  Content in which we have invested
significant resources may fail to meet consumer demand at the time.  A decrease in the level of media exposure or popularity
of the pop culture market or a loss in sales could have a material adverse effect on our business, prospects and financial condition.



10







We rely on key contracts
and business relationships, and if our current or future business partners or contracting counterparties fail to perform or terminate
any of their contractual arrangements with us for any reason or cease operations, or should we fail to adequately identify key
business relationships, our business could be disrupted and our reputation may be harmed.



If any of our business partners
or contracting counterparties fails to perform or terminates their agreement(s) with us for any reason, or if our business partners
or contracting counterparties with which we have short-term agreements refuse to extend or renew the agreement or enter into a
similar agreement, our ability to carry on operations and cross-sell sales and marketing services among different platforms may
be impaired.  In addition, we depend on the continued operation of our long-term business partners and contracting counterparties
and on maintaining good relations with them.  If one of our long-term partners or counterparties is unable (including
as a result of bankruptcy or a liquidation proceeding) or unwilling to continue operating in the line of business that is the subject
of our contract, we may not be able to obtain similar relationships and agreements on terms acceptable to us or at all.  If
a partner or counterparty fails to perform or terminates any of the agreements with us or discontinues operations, and we are unable
to obtain similar relationships or agreements, such events could have an adverse effect on our operating results and financial
condition.  Further, if we are unable to timely produce our Comic Cons or produce the same quality of Comic Cons to which
our target demographic has been accustomed, the consequences could be far-reaching and harmful to our reputation, existing business
relationships and future growth potential.



We may also need to form
new strategic partnerships or joint ventures to access appropriate assets and industry know-how.  Failing to identify,
execute and integrate such future partnerships or joint ventures may have an adverse effect on our business, growth, financial
condition, and cash flow from operations.



Insiders have substantial
control over us, and they could delay or prevent a change in our corporate control even if our other stockholders want it to occur.





As of December 31, 2010, our executive
officers, directors and principal stockholders who beneficially own 5% or more of our outstanding common stock, in the aggregate,
approximately [—]% of our outstanding common stock.  These stockholders
are able to exercise significant control over all matters requiring stockholder approval, including the election of directors
and approval of significant corporate transactions.  This could delay or prevent an outside party from acquiring or
merging with our Company even if our other stockholders want it to occur.



Our Certificate of
Incorporation provides for indemnification of officers and directors at our expense and limits their liability, which may result
in a major cost to us and hurt the interests of our stockholders because corporate resources may be expended for the benefit of
officers and/or directors.



Our certificate of incorporation
and applicable Delaware law provide for the indemnification of our directors and officers against attorney’s fees and other
expenses incurred by them in any action to which they become a party arising from their association with or activities on our behalf.  This
indemnification policy could result in substantial expenditures by us that we will be unable to recoup.



We have been advised that,
in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed
in the Securities Act of 1933, as amended (the “Securities Act”), and is, therefore, unenforceable.  In the
event that a claim for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses
incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted
by a director, officer or controlling person in connection with the securities being registered, we will (unless in the opinion
of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question
whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication
of such issue.  The legal process relating to this matter, if it were to occur, is likely to be very costly and may result
in us receiving negative publicity, either of which factors is likely to materially reduce the market and price for our shares
if such a market ever develops.



We could face a variety
of risks of expanding into a new business.



Risks of our entry into the
new business line of digital media, include, without limitation: (i) potential diversion of management’s attention and other
resources, including available cash, from our existing businesses; (ii) unanticipated liabilities or contingencies; (iii) the need
for additional capital and other resources to expand into this new line of business; and (iv) inefficient combination or integration
of operational and management systems and controls.  Entry into a new line of business may also subject us to new laws
and regulations with which we are not familiar, and may lead to increased litigation and regulatory risk.  Further, our
business model and strategy are still evolving and are continually being reviewed and revised, and we may not be able to successfully
implement our business model and strategy.  We may not be able to attract a sufficiently large number of audience or
customers, or recover costs incurred for developing and marketing these products or services.  If we are unable to successfully
implement our growth strategies, our revenue and profitability may not grow as we expect, our competitiveness may be materially
and adversely affected, and our reputation and business may be harmed.

11







In developing and marketing
the new business of digital media, we may invest significant time and resources.  Initial timetables for the introduction
and development of our digital media business may not be achieved and price and profitability targets may not prove feasible.  Furthermore,
any new line of business could have a significant impact on the effectiveness of our system of internal controls.  Failure
to successfully manage these risks in the development and implementation of our new digital media business could have a material
adverse effect on our business, results of operations and financial condition.



We will face significant
competition in the digital media business.  If we fail to compete effectively, we may lose users to competitors, which
could materially and adversely affect our ability to generate revenues from online advertising.



We will face significant
competition for online advertising revenues with other websites that sell online advertising services.  In addition,
we indirectly compete for advertising budgets with traditional advertising media, such as television and radio stations, newspapers
and magazines, and major out-of-home media.  Some of our competitors may have longer operating histories and significantly
greater financial, technical and marketing resources than we do, and in turn may have an advantage in attracting and retaining
users and advertisers.



Risks Relating to Being
a Public Company



We will incur significant
costs to ensure compliance with United States corporate governance and accounting requirements.



We will incur significant
costs associated with our public company reporting requirements and costs associated with corporate governance requirements, including
requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the SEC.  We expect all of these applicable
rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time
consuming and costly.  We also expect that these applicable rules and regulations may make it more difficult and more
expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and
coverage or incur substantially higher costs to obtain the same or similar coverage.  As a result, it may be more difficult
for us to attract and retain qualified individuals to serve on the Company’s board of directors (the “Board”)
or as executive officers.  We may be wrong in our prediction or estimate of the amount of additional costs we may incur
or the timing of such costs.



If we fail to maintain
an effective system of internal control over financial reporting, our ability to accurately and timely report our financial results
or prevent fraud may be adversely affected and investor confidence may be adversely impacted.



As directed by Section 404
of the Sarbanes-Oxley Act of 2002, or SOX 404, the SEC adopted rules requiring public companies to include a report of management
on the Company’s internal controls over financial reporting in their annual reports.  Under current SEC rules,
our management may conclude that our internal controls over our financial reporting are not effective.  Even if our management
concludes that our internal controls over financial reporting are effective, our independent registered public accounting firm
may issue a report that is qualified if it is not satisfied with our controls or the level at which our controls are documented,
designed, operated or reviewed, or if it interprets the relevant requirements differently from us.  In the event that
we are unable to have effective internal controls, investors and others may lose confidence in the reliability of our financial
statements and our ability to obtain equity or debt financing as needed could suffer.



12







Risks Relating To Our
Industry



A continued decline
in general economic conditions and disruption of financial markets may, among other things, reduce the discretionary income of
consumers or further erode advertising markets, which could adversely affect our business.

Our operations are affected
by general economic conditions, which affect consumers’ disposable income.  The demand for entertainment and leisure
activities tends to be highly sensitive to the level of consumers’ disposable income.  Declines in general economic
conditions could reduce the level of discretionary income that our fans and potential fans have to spend on consumer products and
entertainment, which could adversely affect our revenues.  Volatility and disruption of financial markets could limit
our advertisers,’ sponsors’ and/or promoters’ ability to obtain adequate financing to maintain operations, and
result in a decrease in sales volume that could have a negative impact on our business, financial condition and results of operations.  Continued
softness in the market could adversely affect our revenues or the financial viability of our distributors.



The advertising market
is particularly volatile and we may not be able to effectively adjust to such volatility.



Advertising spending is volatile
and sensitive to changes in the economy.  Our advertising customers may reduce the amount they spend on our media for
a number of reasons, including, without limitation:



| | • | a downturn in economic conditions;
| | - | ----------------------------------



| | • | a deterioration of the ratings of their programs; or
| | - | ----------------------------------------------------



| | • | a decline in advertising spending in general.
| | - | ---------------------------------------------



We may be unable to maintain
or increase our advertising fees and sales, which could negatively affect our ability to generate revenues in the future.  A
decrease in demand for advertising in general, and for our advertising services in particular, could materially and adversely affect
our operating results.



Risks Related To Our Securities



Our common stock is
quoted on the Pink Sheets, which may have an unfavorable impact on our stock price and liquidity.



Our common stock is quoted
on the Pink Sheets.  The quotation of our shares on the Pink Sheets may result in a less liquid market available for
existing and potential stockholders to trade shares of our common stock, could depress the trading price of our common stock and
could have a long-term adverse impact on our ability to raise capital in the future.



There is limited liquidity
on the Pink Sheets, which enhances the volatile nature of our equity.



When fewer shares of a security
are being traded on the Pink Sheets, volatility of prices may increase and price movement may outpace the ability to deliver accurate
quote information.  Due to lower trading volumes in shares of our common stock, there may be a lower likelihood that
orders for shares of our common stock will be executed, and current prices may differ significantly from the price that was quoted
at the time of entry of the order.



Our stock price is
likely to be highly volatile because of our limited public float.



The market price of our common
stock is likely to be highly volatile because there has been a relatively thin trading market for our stock, which causes trades
of small blocks of stock to have a significant impact on our stock price.  You may not be able to resell shares of our
common stock following periods of volatility because of the market’s adverse reaction to volatility.  Other factors
that could cause such volatility may include, among other things: actual or anticipated fluctuations in our operating results;
the absence of securities analysts covering us and distributing research and recommendations about us; overall stock market fluctuations;
economic conditions generally; announcements concerning our business or those of our competitors; our ability to raise capital
when we require it, and to raise such capital on favorable terms; conditions or trends in the industry; litigation; changes in
market valuations of other similar companies; announcements by us or our competitors of significant contracts, acquisitions, strategic
partnerships or joint ventures; future sales of common stock; actions initiated by the SEC or other regulatory bodies; and general
market conditions.  Any of these factors could have a significant and adverse impact on the market price of our common
stock.  These broad market fluctuations may adversely affect the trading price of our common stock, regardless of our
actual operating performance.



13







In order to raise sufficient
funds to expand our operations, we may have to issue additional securities at prices which may result in substantial dilution to
our shareholders.



If we raise additional funds
through the sale of equity or convertible debt, our current stockholders’ percentage ownership will be reduced.  In
addition, these transactions may dilute the value of our common shares outstanding.  We may also have to issue securities
that may have rights, preferences and privileges senior to our common stock.



We do not currently
have a broker or dealer creating or maintaining a market in our stock.



There is currently no broker
or dealer acting as a marketmaker for our securities.  The lack of a marketmaker for our securities could adversely influence
the market for, and price of, our securities, as well as your ability to dispose of, or to obtain accurate information about, and/or
quotations as to the price of, our securities.  If an active public trading market for our securities does not develop,
the market price and liquidity of such securities may be adversely affected.



If a market were to develop,
future trading prices could depend upon many factors, such as prevailing interest rates, our operating results, and the markets
for similar securities.  Historically, the market for non-investment grade securities has been subject to disruptions
that have caused substantial volatility in the prices of securities similar to our common stock.  There can be no assurance
that if a market for our common stock was to develop, such a market would not be subject to similar disruptions.



Our stock is thinly
traded, so you may be unable to sell at or near ask prices or at all.



The shares of our common
stock are traded on the Pink Sheets and are thinly traded, meaning that the number of persons interested in purchasing our common
stock at or near ask prices at any given time may be relatively small or non-existent.  This situation is attributable
to a number of factors, including the fact that we are a smaller reporting company that is relatively unknown to stock analysts,
stock brokers, institutional investors and others in the investment community who generate or influence sales volume.  Even
in the event that we come to the attention of such persons, they would likely be reluctant to follow an unproven company such as
ours or purchase or recommend the purchase of our shares until such time as we become more seasoned and viable.  As a
consequence, our stock price may not reflect an actual or perceived value.  Also, there may be periods of several days
or more when trading activity in our shares is minimal or non-existent, as is currently the case, as compared to a seasoned issuer
that has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on
share price.  A broader or more active public trading market for our common shares may not develop or if developed, may
not be sustained.  Due to these conditions, you may not be able to sell your shares at or near ask prices or at all if
you need money or otherwise desire to liquidate your shares.



Currently, there is
a limited public market for our securities, and there can be no assurances that any public market will ever develop and, even if
developed, it is likely to be subject to significant price fluctuations.



We have a trading symbol
for our common stock, namely ‘WIZD’.  However, our stock has been thinly traded, if at all.  Consequently,
there can be no assurances as to whether:



| | • | any market for our shares will develop;
| | - | ---------------------------------------



| | • | the prices at which our common stock will trade; or
| | - | ---------------------------------------------------



| | • | the extent to which investor interest in us will lead to the development of an active, liquid trading market.  Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Until our common stock is
fully distributed and an orderly market develops in our common stock, if ever, the price at which it trades is likely to fluctuate
significantly.  Prices for our common stock will be determined in the marketplace and may be influenced by many factors,
including the depth and liquidity of the market for shares of our common stock, developments affecting our business, including
the impact of the factors referred to elsewhere in these risk factors, investor perception of our Company and general economic
and market conditions.  No assurances can be given that an orderly or liquid market will ever develop for the shares
of our common stock.

14







We are subject to the
penny stock rules which will make our securities more difficult to sell.



We are subject to the SEC’s
“penny stock” rules because our securities sell below $5.00 per share.  The penny stock rules require broker-dealers
to deliver a standardized risk disclosure document prepared by the SEC which provides information about penny stocks and the nature
and level of risks in the penny stock market.  The broker-dealer must also provide the customer with current bid and
offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson, and monthly account statements
showing the market value of each penny stock held in the customer’s account.  In addition, the bid and offer quotations,
and the broker-dealer and salesperson compensation information must be given to the customer orally or in writing prior to completing
the transaction and must be given to the customer in writing before or with the customer’s confirmation.



Furthermore, the penny stock
rules require that prior to a transaction, the broker dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction.  The
penny stock rules are burdensome and may reduce purchases of any offerings and reduce the trading activity for our securities.  As
long as our securities are subject to the penny stock rules, the holders of such securities will find it more difficult to sell
their securities.



We are not likely to
pay cash dividends in the foreseeable future.



We currently intend to retain
any future earnings for use in the operation and expansion of our business.  Accordingly, we do not expect to pay any
cash dividends in the foreseeable future, but will review this policy as circumstances dictate.



Item 1B.  Unresolved
Staff Comments.



On December 16, 2011, the
Company received 16 comments from the SEC related to its Current Report on Form 8-K/A, filed on December 7, 2010, as amended by
Amendment No. 1 filed on February 18, 2011, Amendment No. 2 filed on July 1, 2011, Amendment No. 3 filed on September 13, 2011
and Amendment No. 4 filed on November 17, 2011.  As of January 12, 2012, these comments remain outstanding.



Item 2.  Properties.





Conventions, through a service agreement
with an office service provider, occupies offices at 1350 Avenue of the Americas, 2nd floor, New York, NY 10019. The term of the
lease agreement commenced on January 22, 2011, and it was to expire on January 31, 2012. The Company exercised a one year renewal
option, extending the expiration date of the lease to January 31, 2013. The office space covers approximately 800 square feet
and our monthly rent is $6,850.00. In addition, effective January 1, 2012, the Company subleased one office of approximately 224
square feet at 10960 Wilshire Blvd, Suite 1050, Los Angeles, CA 90024, on a month-to-month basis for $1,000.00 per month. We do
not own any real estate.





Item 3.  Legal
Proceedings.



We are not currently involved
in any litigation that we believe could have a materially adverse effect on our 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.





Item 4.  Mine Safety Disclosures.



Not applicable.



15







PART II



Item 5.  Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.



(a) Market Information



Our shares of common stock
are quoted on the Pink Sheets under the symbol “WIZD”.



The following table sets
forth the high and low bid price for our common stock for each quarter during the past three fiscal years.  The prices
reflect inter-dealer quotations, do not include retail mark-ups, markdowns or commissions and do not necessarily reflect actual
transactions.



|Quarter ended      |  | Low Price |       |  | High Price |  
|------------------ |  | --------- | ----- |  | ---------- | -
|                   |  |           |       |  |            |  
|March 31, 2009     |  | $         | 0.075 |  |            | $
|June 30, 2009      |  | $         | –     |  |            | $
|September 30, 2009 |  | $         | 0.333 |  |            | $
|December 31, 2009  |  | $         | 0.400 |  |            | $
|March 31, 2010     |  | $         | –     |  |            | $
|June 30, 2010      |  | $         | 0.030 |  |            | $
|September 30, 2010 |  | $         | –     |  |            | $
|December 31, 2010  |  | $         | 0.150 |  |            | $
|March 31, 2011     |  | $         | 0.650 |  |            | $
|June 30, 2011      |  | $         | 0.750 |  |            | $
|September 30, 2011 |  | $         | –     |  |            | $
|December 31, 2011  |  | $         | 0.750 |  |            | $



(b) Holders





As of December 31, 2010, a total of
34,687,735 shares of the Company’s common stock are currently outstanding held by approximately 18 shareholders of record.



(c) Dividends



We have not declared or paid
any dividends on our common stock and intend to retain any future earnings to fund the development and growth of our business.  Therefore,
we do not anticipate paying dividends on our common stock for the foreseeable future.  There are no restrictions on our
present ability to pay dividends to stockholders of our common stock, other than those prescribed by Delaware law.



(d) Securities Authorized
for Issuance under Equity Compensation Plans



The Company did not have
an equity compensation plan as of December 31, 2010.  Below is a description of the Company’s compensation plan
adopted in 2011.



2011 Incentive Stock Award
Plan, as Amended



On May 9, 2011, the Board
approved, authorized and adopted (subject to stockholder approval) the 2011 Incentive Stock and Award Plan (the “Plan”).
The Plan was amended on September 14, 2011, and April 11, 2012. The Plan provides for the issuance of up to 5,000,000 shares of
our common stock through the grant of non-qualified options, incentive options and restricted stock to our directors, officers,
consultants, attorneys, advisors and employees. Until a committee consisting of two or more independent, non-employee and outside
directors is constituted, our Board administers the Plan.

16







Under the Plan:



|1. | Each option will contain the following terms:
|-- | ---------------------------------------------



| | (i) | the exercise price, which shall be determined at the time of grant, shall not be less than 100% of the Fair Market Value (defined as the closing price on the final trading day immediately prior to the grant on the principal exchange or quotation system on which the common stock is listed or quoted, as applicable) of the common stock of the Company, provided that if the recipient of the option owns more than ten percent (10%) of the total combined voting power of the Company, the exercise price shall be at least 110% of the Fair Market Value;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | the term of each option shall be fixed by the Board, provided that such option shall not be exercisable more than five (5) years after the date such option is granted, and provided further that with respect to an incentive option, if the recipient owns more than ten percent (10%) of the total combined voting power of the Company, the incentive option shall not be exercisable more than five (5) years after the date such incentive option is granted;
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | subject to acceleration in the event of a change of control of the Company (as further described in the Plan), the period during which the options vest shall be designated by the Board or, in the absence of any option vesting periods designated by the Board at the time of grant, shall vest and become exercisable in equal amounts on each fiscal quarter of the Company through the four (4) year anniversary of the date on which the option was granted;
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iv) | no option is transferable and each is exercisable only by the recipient of such option except in the event of the death of the recipient (if such recipient is a natural person); and
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (v) | with respect to incentive options, the aggregate Fair Market Value of common stock exercisable for the first time during any calendar year shall not exceed $100,000.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



|2. | Each award of restricted stock will be subject to the following terms:
|-- | ----------------------------------------------------------------------



| | (i) | no rights to an award of restricted stock is granted to the intended recipient of restricted stock unless and until the grant of restricted stock is accepted within the period prescribed by the Board;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | restricted stock shall not be delivered until they are free of any restrictions specified by the Board at the time of grant;
| | ---- | ----------------------------------------------------------------------------------------------------------------------------



| | (iii) | recipients of restricted stock have the rights of a stockholder of the Company as of the date of the grant of the restricted stock;
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------



| | (iv) | shares of restricted stock are forfeitable until the terms of the restricted stock grant have been satisfied or the employment with the Company is terminated; and
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (v) | the restricted stock is not transferable until the date on which the Board has specified such restrictions have lapsed.
| | --- | -----------------------------------------------------------------------------------------------------------------------







17







As of December 31, 2011, the Company
issued the following stock options and grants under the Plan:



Equity Compensation Plan Information



|Plan category                                                   |  | Number of securities to be 
    issued upon exercise of  outstanding options,  warrants and rights and  number of shares of  restricted stock |         |  | Weighted average exercise 
    price of outstanding options,  warrants and rights (1) |   |      | Number of securities  remaining
    available for future issuance | 
|--------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------- | ------- |  | ------------------------------------------------------------------------------------- | - | ---- | ----------------------------------------------------------------- | 
|Equity compensation approved by security holders under the Plan |  |                                                                                                                                               | -       |  |                                                                                       | $ | -    |                                                                   | 
|                                                                |  |                                                                                                                                               |         |  |                                                                                       |   |      |                                                                   | 
|Equity compensation plans not approved by security holders      |  |                                                                                                                                               | 600,000 |  |                                                                                       | $ | 0.44 |                                                                   | 
|                                                                |  |                                                                                                                                               |         |  |                                                                                       |   |      |                                                                   | 
|Total                                                           |  |                                                                                                                                               | 600,000 |  |                                                                                       | $ | 0.44 |                                                                   | 

__________________________



| | (1) | Excludes shares of restricted stock issued under the Plan.
| | --- | ----------------------------------------------------------



As of April 20, 2012, we have issued
the following stock options and grants under the Plan:



Equity Compensation Plan Information



|Plan category                                                   |  | Number of securities to be 
    issued upon exercise of  outstanding options,  warrants and rights and  number of shares of  restricted stock |           |  | Weighted average exercise 
    price of outstanding options,  warrants and rights (1) |   |      | Number of securities  remaining
    available for  future issuance | 
|--------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------- | --------- |  | ------------------------------------------------------------------------------------- | - | ---- | ------------------------------------------------------------------ | 
|Equity compensation approved by security holders under the Plan |  |                                                                                                                                               | -         |  |                                                                                       | $ | -    |                                                                    | 
|                                                                |  |                                                                                                                                               |           |  |                                                                                       |   |      |                                                                    | 
|Equity compensation plans not approved by security holders      |  |                                                                                                                                               | 3,350,000 |  |                                                                                       | $ | 0.44 |                                                                    | 
|                                                                |  |                                                                                                                                               |           |  |                                                                                       |   |      |                                                                    | 
|Total                                                           |  |                                                                                                                                               | 3,350,000 |  |                                                                                       | $ | 0.44 |                                                                    | 

_____________________________



| | (1) | Excludes shares of restricted stock issued under the Plan.
| | --- | ----------------------------------------------------------





Rule 10B-18 Transactions



During the years ended December
31, 2010, there were no repurchases of the Company’s common stock by the Company.



Recent Sales of Unregistered
Securities



The following contains information
regarding our sales of unregistered securities during the year ended December 31, 2010.  All of the securities sold during
these periods were sales of our shares of Common Stock to accredited investors and were deemed to be exempt under Rule 506 of Regulation
D of the Securities Act of 1933, as amended (the “Securities Act”), and Section 4(2) of the Securities Act. No advertising
or general solicitation was employed in offering these securities. The offerings and sales were made to a limited number of persons,
all of whom were accredited investors, and, unless otherwise stated below, the shares were restricted in accordance with
the requirements of the Securities Act.



Share Exchange



Pursuant to the Exchange
Agreement, on December 7, 2010, we issued shares of our Common Stock to the KTC Corp. Shareholders in exchange for 100% of the
outstanding shares of KTC Corp.  Such securities were not registered under the Securities Act.  These securities
qualified for exemption under Section 4(2) of the Securities Act since the issuance of securities by us did not involve a public
offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons
involved in the deal, size of the offering, manner of the offering and number of securities offered.



We did not undertake an offering
in which we sold a high number of securities to a high number of investors. In addition, these shareholders had the necessary investment
intent as required by Section 4(2) of the Securities Act since they agreed to and received share certificates bearing a legend
stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities
would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an
analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act.



Series A Cumulative Convertible
Preferred Stock



Immediately after the Share
Exchange, we entered into subscription agreements with certain subscribers for the issuance and sale of (i) up to $1,500,000 in
Series A Cumulative Convertible Preferred Stock with the rights and preferences set forth in the Certificate of Designation attached
hereto as Exhibit 4.1, convertible into shares of our Common Stock at a per share conversion price of $0.40; and (ii) Warrants
in the form attached hereto as Exhibit 4.2 to purchase shares of our  Common Stock.

18







These securities were not
registered under the Securities Act.  These securities qualified for exemption under Section 4(2) of the Securities Act since
the issuance of securities by us did not involve a public offering. The offering was not a “public offering” as defined
in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and
number of securities offered.



We did not undertake an offering
in which we sold a high number of securities to a high number of investors. In addition, these shareholders had the necessary investment
intent as required by Section 4(2) of the Securities Act since they agreed to and received share certificates bearing a legend
stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities
would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an
analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act.



Item 6.  Selected
Financial Data.



Not applicable.



Item 7.  Management’s
Discussion and Analysis of Financial Condition and Results of Operations.



THE FOLLOWING DISCUSSION
OF OUR PLAN OF OPERATION AND RESULTS OF OPERATION 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 our financial statements and accompanying notes for the
years ended December 31, 2010 and 2009, included elsewhere in this report.



We are a producer of pop
culture and multimedia conventions (“Comic Cons”) across North America that markets movies, TV shows, video games,
technology, toys, social networking/gaming platforms, comic books and graphic novels.  These Comic Cons provide sales,
marketing, promotions, public relations, advertising and sponsorship opportunities for entertainment companies, toy companies,
gaming companies, publishing companies, marketers, corporate sponsors and retailers.



Plan of Operation





Our Company has two lines of business:
(i) live multimedia events, which involves ticket sales and exhibitor booth space, and (ii) sponsorships and advertising.  Our
current focus is on growing our existing Comic Cons by obtaining new exhibitors and dealers and attracting more high profile celebrities
and VIPs.  We also plan to expose our database of fans and our target market of young adult males to our content through
digital media such as facebook, Twitter, YouTube, Flickr, and Tumblr, and draw higher traffic to our website www.wizardworld.com
by creating content from our live multimedia events and promoting such events through emails, newsletters, our iPad app and our
soon to be released iPhone and Android apps.



19







Further, in the fourth quarter
of 2011, we launched our new digital entertainment ad network called the “Wizard World Digital Entertainment Network,”
which will be comprised of two websites located at www.wizardworld.com and www.toywiz.com, and the Wizard World email
database.  The Wizard World Digital Entertainment Network will offer display advertising to brand advertisers, priced
on a traditional CPM ad impression basis.  We plan to work with display advertising networks and third party representation
firms, and to hire four direct sales employees over the next 12 months to maximize the monetization of the Wizard World Digital
Entertainment Network.



We expect to produce six
(6) live events during the year ended December 31, 2012.  We run the risk that we will not be profitable in the live
event business.  To date, we have operated profitable live events in both the Philadelphia and Chicago markets, but we
have operated at a deficit in other events.  In order for us to operate a successful event, we must produce an event
that is relevant to the public in order drive ticket sales, booth sales, sponsorship and advertising.  In order for the
Company to grow the digital business, we must attract unique users and drive traffic to our online site.  To date, we
have exhausted considerable resources developing our media platform, but we have yet to earn a profit from the platform.



Currently, our digital media
business has been funded on capital raised from outside investors.  We are currently earning revenue from the site and
from the newly launched digital entertainment ad network, but not enough to maintain the costs to operate.  We must continue
to fund the digital media business from outside investors and from cash flow from the live event business until the media platform
generates enough revenue to support its own operation.



Results of Operations



For the Year Ended December
31, 2010 Compared to the Year Ended December 31, 2009



Summary of Statements of
Operations for the Years Ended December 31, 2010 and 2009:



|                                          |  | Year ended                |           
|----------------------------------------- |  | ------------------------- | ----------
|                                          |  | December 31,
        2010 |           
|Convention revenue                        |  | $                         | 3,000,814 
|Gross profit                              |  | $                         | 842,201   
|Compensation expense                      |  | $                         | (461,478  
|General and administrative expenses       |  | $                         | (721,532  
|Loss from operations                      |  | $                         | (340,809  
|Other expenses                            |  | $                         | (1,287,381
|Net Loss                                  |  | $                         | (1,628,190
|Loss per common share – basic and diluted |  | $                         | (1,633,538



Convention Revenue



Convention revenue was $3,000,814
for the year ended December 31, 2010, as compared to $2,119,327 for the comparable year ended December 31, 2009, an increase of
$881,487.  The significant increase in convention revenue is primarily attributable to an increase in the number of live
events (eight) produced in 2010, as compared to 2009 (three), offset by a $315,863 decrease in existing live event share revenue.  The
five new events generated revenue of $1,197,350.



Gross Profit



Gross profit percentage strengthened
from a gross loss of 3% during the year ended December 31, 2009, to a gross profit of 28% during the year ended December 31, 2010.  The
increase in the gross profit percentage is primarily attributable to the Company significantly cutting production costs on a per
show basis while increasing the gross revenue per show.  For example, the Company significantly decreased convention
show staff and began utilizing more part-time staff to assist in running the live events.  The Company successfully decreased
direct costs associated with the Philadelphia, Rosemont and New York City live events during the year ended December 31, 2010,
by approximately $1,100,000. This decrease in costs was offset by increases in costs of approximately $1,175,000 in the five new
events that were not produced during the year ended December 31, 2009.

20







Compensation Expense



Compensation expenses for
the year ended December 31, 2010, was $461,478, as compared to $182,044 for the year ended December 31, 2009.  The $279,434
increase is attributable to an increase in the number of conventions produced.



General and Administrative
Expenses



General and administrative
expenses for the year ended December 31, 2010, was $721,532, as compared to $586,177 for the year ended December 31, 2009.  The
$135,355 increase is attributable to the overhead associated with running additional conventions during the year ended December
31, 2010, as compared to the year ended December 31, 2009.  Further, the Company made an effort to decrease other overhead
expense accounts due to a lack of funding during the year ended December 31, 2010.



Loss from Operations



Loss from operations for
the December 31, 2010, was $(340,809) as compared to $(827,899) for the year ended December 31, 2009.  The decrease in
operating loss is primarily attributable to the increased number of live events, increased profitability experienced at each live
event, and management’s effort to decrease general and overhead expenses.



Other expenses



Other expenses consisted
of interest expenses accrued on the Company’s liabilities.



Net Loss



Net loss for year ended December
31, 2010, was $(1,628,190) or loss per share of $(0.08), as compared to $(829,625) or loss per share of $(0.04), for the comparable
year ended December 31, 2009.



Inflation did not have a
material impact on the Company’s operations for the 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 December 31, 2010, compared to December 31, 2009:



|                          |  | December 31,  2010 |            |   | December 31,  2009 |   |          | Increase/Decrease | 
|------------------------- |  | ------------------ | ---------- | - | ------------------ | - | -------- | ----------------- | 
|Current Assets            |  | $                  | 656,997    |   |                    | $ | 41,577   |                   | 
|Current Liabilities       |  | $                  | 2,925,407  |   |                    | $ | 556,918  |                   | 
|Working Capital (Deficit) |  | $                  | (2,268,410 | ) |                    | $ | (515,341 | )                 | 



At December 31, 2010, we
had a working capital deficit of $2,268,410, as compared to a working capital deficit of $515,341, at December 31, 2009, a decrease
of $(1,753,069).  The decrease is primarily attributable to an increase of cash offset by a larger increase in derivative
liability, which was not in existence in 2009.



Net cash used for operating
activities for the year ended December 31, 2010 and 2009 was $(350,537) and $(663,652), respectively.  The net loss for
year ended December 31, 2010 and 2009 was $(1,628,190) and $(829,625), respectively.  The Company’s cash used in
operations decreased significantly primarily due to management’s decision to restrict expenses and cut costs in overhead
during the year ended December 31, 2010 as compared to the year ended December 31, 2009.

21







Net cash obtained through
all financing activities for the year ended December 31, 2010 was $894,314, as compared to $666,016 for the year ended December
31, 2009.  The increase is primarily attributable to the Company receiving considerable funds from convertible preferred
stock during the year ended December 31, 2010.



Going Concern



As reflected in the accompanying
financial statements, the Company had a net loss and net cash used in operations for the year ended December 31, 2010, and a working
capital deficit and stockholders’ deficit, respectively, at December 31, 2010.  These factors raise substantial
doubt about the Company’s ability to continue as a going concern.



The ability of the Company
to continue its operations is dependent on management’s plans, which include the raising of capital through debt and/or equity
markets with some additional funding from other traditional financing sources, including term notes.



The Company will require
additional funding to finance the growth of its current and expected future operations as well as to achieve its strategic objectives.  The
Company believes its current available cash along with anticipated revenues may be insufficient to meet its cash needs for the
near future.  There can be no assurance that financing will be available in amounts or terms acceptable to the Company,
if at all.



In response to these problems,
management has taken the following actions:



| | • | seek additional third party debt and/or equity financing;
| | - | ---------------------------------------------------------



| | • | continue with the implementation of the business plan;
| | - | ------------------------------------------------------



| | • | increase product prices and reduce discounts;
| | - | ---------------------------------------------



| | • | increase revenue from existing live events; and
| | - | -----------------------------------------------



| | • | increase revenue through sponsorship and advertising deals.
| | - | -----------------------------------------------------------



Off-Balance Sheet Arrangements



As of December 31, 2010,
the Company had no off-balance sheet arrangements.



Critical Accounting Policies



We believe that the following
accounting policies are the most critical to aid you in fully understanding and evaluating this “Management’s Discussion
and Analysis of Financial Condition and Results of Operation.”



Use of Estimates



The preparation of financial
statements in conformity with accounting principles generally accepted in the United States of America 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 date of the financial statements and the reported amounts of revenues and expenses during the reporting period.



The Company’s significant
estimates and assumptions include the fair value of financial instruments; the carrying value, recoverability and impairment, if
any, of long-lived assets, including the values assigned to deposits and construction in progress, income tax rate, income tax
provision, allowance of deferred tax assets and the assumption that the Company will continue as a going concern.  Those
significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to
those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

22







Management bases its estimates
on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of
which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from
other sources.



Management regularly reviews
its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable
assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ
from those estimates.



Property and Equipment



Property and equipment is
stated at historical cost less accumulated depreciation and amortization.  Depreciation and amortization is computed
on a straight-line basis over the estimated useful lives of the assets, varying from 3 to 5 years or, when applicable, the life
of the lease, whichever is shorter.



Carrying Value, Recoverability
and Impairment of long-lived assets



The Company has adopted paragraph
360-10-35-17 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, which
include property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable.



The Company assesses the
recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived
asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment,
if any, is based on the excess of the carrying amount over the fair value of those assets.  Fair value is generally determined
using the asset’s expected future discounted cash flows or market value, if readily determinable.  If long-lived
assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally
estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.



The Company considers the
following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance
or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the
manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or
changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased
competitive pressures; and (v) regulatory changes.  The Company evaluates acquired assets for potential impairment
indicators at least annually and more frequently upon the occurrence of such events.



The impairment charges, if
any, are included in operating expenses in the accompanying statements of operations.



Derivative Instruments



The Company evaluates its
convertible debt, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify
as derivatives to be separately accounted for in accordance with Paragraph 810-10-05-4 of the Codification and Paragraph 815-40-25
of the Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market
each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in
fair value is recorded in the consolidated statements of operations as other income or expense. Upon conversion or exercise of
a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified
to equity.



In circumstances where the
embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative
instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted
for as a single, compound derivative instrument.

23







The classification of derivative
instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each
reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified
to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified
in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected
within 12 months of the balance sheet date.



Income Taxes



We comply with SFAS No. 109,
Accounting for Income Taxes, which requires an asset and liability approach to financial reporting for income taxes.  Deferred
income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities
that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which
the differences are expected to affect taxable income.  Valuation allowances are established, when necessary, to reduce
deferred income tax assets to the amount expected to be realized.



Revenue Recognition



In accordance with the provisions
of Staff Accounting Bulletin (“SAB”) No. 101, Revenue Recognition, as amended by SAB 104, revenues are generally
recognized when products are shipped or as services are performed. However, due to the nature of our business, there are additional
steps in the revenue recognition process, as described below:



| | • | Sponsorships: We follow the guidance of Emerging Issues Task Force (“EITF”) Issue 00-21 Revenue Arrangements with Multiple Deliverables, and assign the total of sponsorship revenues to the various elements contained within a sponsorship package based on their relative fair values.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Fair Value of Financial
Instruments



We follow paragraph 825-10-50-10
of the FASB Accounting Standards Codification for disclosures about fair value of our financial instruments and paragraph 820-10-35-37
of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of our financial
instruments.  Paragraph 820-10-35-37 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, Paragraph 820-10-35-37 establishes a fair value
hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  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.  The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37
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; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Level 3 – Pricing inputs that are generally observable inputs and not corroborated by market data.
| | - | --------------------------------------------------------------------------------------------------



The carrying amount of the
Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value
because of the short maturity of those instruments.  The Company’s convertible preferred stock and warrants approximate
the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the
Company for similar financial arrangements at December 31, 2010 and 2009.

24





The Company uses Level 3
of the fair value hierarchy to measure the fair value of the derivative liabilities and revalues its derivative warrant liability
at every reporting period and recognizes gains or losses in the consolidated statements of operations and comprehensive income
(loss) that are attributable to the change in the fair value of the derivative warrant liability.



Financial assets and liabilities
measured at fair value on a recurring basis are summarized below and disclosed on the consolidated balance sheets:



|                                                       |  |                        |           |  | Fair Value Measurement Using |  
|------------------------------------------------------ |  | ---------------------- | --------- |  | ---------------------------- | -
|                                                       |  | Carrying
        Value |           |  | Level 1                      |  
|                                                       |  |                        |           |  |                              |  
|Derivative conversion features and warrant liabilities |  | $                      | 2,260,571 |  |                              | $



The table below provides
a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured
at fair value on a recurring basis using significant unobservable inputs (Level 3) during the year ended December 31, 2010:



|                                                                 |  | Fair Value Measurement
        Using Level 3 Inputs |          
|---------------------------------------------------------------- |  | --------------------------------------------------- | ---------
|                                                                 |  | Derivative
        warrants                         |          
|                                                                 |  |                                                     |          
|Balance, December 31, 2009                                       |  | $                                                   | -        
|Total gains or losses (realized/unrealized) included in net loss |  |                                                     | -        
|Purchases, issuances and settlements                             |  |                                                     | 2,260,571
|Transfers in and/or out of Level 3                               |  |                                                     | -        
|Balance, December 31, 2010                                       |  | $                                                   | 2,260,571



Recent Accounting Pronouncements



In May 2011, the FASB issued
the FASB Accounting Standards Update No. 2011-04 “Fair Value Measurement” (“ASU 2011-04”).  This
amendment and guidance are the result of the work by the FASB and the IASB to develop common requirements for measuring fair value
and for disclosing information about fair value measurements in accordance with U.S. GAAP and International Financial Reporting
Standards (IFRSs).



This update does not modify
the requirements for when fair value measurements apply; rather, it generally represent clarifications on how to measure and disclose
fair value under ASC 820, Fair Value Measurement,including the following revisions:



| | • | An entity that holds a group of financial assets and financial liabilities whose market risk (that is, interest rate risk, currency risk, or other price risk) and credit risk are managed on the basis of the entity’s net risk exposure may apply an exception to the fair value requirements in ASC 820 if certain criteria are met. The exception allows such financial instruments to be measured on the basis of the reporting entity’s net, rather than gross, exposure to those risks.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | In the absence of a Level 1 input, a reporting entity should apply premiums or discounts when market participants would do so when pricing the asset or liability consistent with the unit of account.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Additional disclosures about fair value measurements.
| | - | -----------------------------------------------------



The amendments in this Update
are to be applied prospectively and are effective for public entity during interim and annual periods beginning after December
15, 2011.

25







In June 2011, the FASB issued
the FASB Accounting Standards Update No. 2011-05 “Comprehensive Income” (“ASU 2011-05”), which was
the result of a joint project with the IASB and amends the guidance in ASC 220, Comprehensive Income,by eliminating the
option to present components of other comprehensive income (OCI) in the statement of stockholders’ equity. Instead, the new
guidance now gives entities the option to present all non-owner changes in stockholders’ equity either as a single continuous
statement of comprehensive income or as two separate but consecutive statements. Regardless of whether an entity chooses to present
comprehensive income in a single continuous statement or in two separate but consecutive statements, the amendments require entities
to present all reclassification adjustments from OCI to net income on the face of the statement of comprehensive income.



The amendments in this Update
should be applied retrospectively and are effective for public entity for fiscal years, and interim periods within those years,
beginning after December 15, 2011.



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



Item 7A.  Quantitative
and Qualitative Disclosures About Market Risk.



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



Item 8.  Financial
Statements.



Our consolidated financial
statements are contained in pages F-1 through F-18 which appear at the end of this Annual Report.



Item 9.  Changes
in and Disagreements with Accountants on Accounting and Financial Disclosure.



There are no reportable events
under this item for the year ended December 31, 2010.



Item 9A. Controls and
Procedures.



(a) EVALUATION OF DISCLOSURE
CONTROLS AND PROCEDURES



Based on their evaluation
as of the end of the period covered by this Annual Report on Form 10-K, our Chief Executive Officer and Chief Financial Officer
have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(c) and 15d-15(e) under the Exchange Act)
are not effective to ensure that information required to be disclosed by us in report that we file or submit under the Exchange
Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s
rules and forms and to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange
Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate
to allow timely decisions regarding required disclosure.



(b) MANAGEMENT’S REPORT
ON INTERNAL CONTROL OVER FINANCIAL REPORTING



This company’s management
is responsible for establishing and maintaining internal controls over financial reporting and disclosure controls. Internal Control
Over Financial Reporting is a process designed by, or under the supervision of, the Company’s principal executive and principal
financial officers, or persons performing similar functions, and effected by the issuer’s board of directors, management
and other personnel, 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 and includes those policies and procedures
that:



1.           Pertain
to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the
assets of the issuer;



2.           Provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with
authorizations of management and directors of the registrant; and



3.           Provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s
assets that could have a material effect on the financial statements.



Disclosure controls and procedures
are designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as
amended, is appropriately recorded, processed, summarized and reported within the specified time periods.



Management has conducted
an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2009 based on the framework
established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(“COSO”).



Based on this assessment,
management concluded that as of December 31, 2010 it had material weaknesses in its internal control procedures.



A material weakness is a control
deficiency, or combination of control deficiencies, in internal control over financial reporting such that there is a reasonable
possibility that a material misstatement of our annual or interim financial statements would not be prevented or detected on a
timely basis.





26





As of December 31, 2010, we
have concluded that our internal control over financial reporting was ineffective as of December 31, 2010.



The Company’s assessment
identified certain material weaknesses which are set forth below:



Functional Controls and
Segregation of Duties



Because of the company’s
limited resources, there are limited controls over information processing, and no internal controls over the accuracy, completeness
and authorization of transactions.



There is an inadequate segregation
of duties consistent with control objectives. Our company’s management is composed of a small number of individuals resulting
in a situation where limitations on segregation of duties exist. In order to remedy this situation we would need to hire additional
staff to provide greater segregation of duties. Currently, it is not feasible to hire additional staff to obtain optimal segregation
of duties. Management will reassess this matter in the following year to determine whether improvement in segregation of duty is
feasible.



There is a lack of top level
reviews in place to review targets, product development, joint ventures or financing. All major business decisions are carried
out by the officers with board of director approval when needed.



Accordingly, as the result
of identifying the above material weaknesses we have concluded that these control deficiencies resulted in a reasonable possibility
that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis
by the company’s internal controls.



Management believes that
the material weaknesses set forth above were the result of the scale of our operations and are intrinsic to our small size. Management
believes these weaknesses did not have a material effect on our financial results and intends to take remedial actions upon receiving
funding for the company’s business operations.



This annual report does not
include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s
report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the Company to provide only management’s report herein.



(c) CHANGES IN INTERNAL CONTROLS
OVER FINANCIAL REPORTING



We are committed to improving
our financial organization. As part of this commitment, we will create a position to segregate duties consistent with control objectives
and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available
to us by preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and
financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.



Management believes that
preparing and implementing sufficient written policies and checklists will remedy the material weaknesses pertaining to insufficient
written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP
and SEC disclosure requirements. We intend to take appropriate and reasonable steps to make the necessary improvements to remediate
these deficiencies, including:



(1) We will document a formal
code of ethics.



(2) We will revise processes
to provide for a greater role of independent board members in the oversight and review until such time that we are adequately capitalized
to permit hiring additional personnel to address segregation of duties issues, ineffective controls over the revenue cycle and
insufficient supervision and review by our corporate management.



(3) We will continue to update
the documentation of our internal control processes, including formal risk assessment of our financial reporting processes.



We intend to consider the
results of our remediation efforts and related testing as part of our year-end 2010 assessment of the effectiveness of our internal
control over financial reporting.



Subsequent to December 31
2010, we have undertaken the following steps to address the deficiencies stated above:



|• | Continued the development and documentation of internal controls and procedures surrounding the financial reporting process, primarily through the use of account reconciliations, and supervision.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Item 9B.  Other
Information.



None.

27





PART III



Item 10.  Directors,
Executive Officers and Corporate Governance.



Directors and Executive
Officers



The following table discloses
our directors and executive officers as of December 31, 2010.  There was no familial relationship between or among the
directors or executive officers of the Company.



|Name             |  | Age (1) |  | Title                                       
|---------------- |  | ------- |  | --------------------------------------------
|Gareb Shamus (2) |  | 41      |  | President, Chief Executive Officer, Chairman
|Terry Fields (3) |  | 67      |  | Chief Financial Officer and Director        



| | (1) | Denotes age at December 31, 2010.
| | --- | ---------------------------------



| | (2) | Mr. Shamus resigned from his respective executive officer and director positions on December 1, 2011.
| | --- | -----------------------------------------------------------------------------------------------------



| | (3) | Mr. Fields resigned from his position as Chief Financial Officer and as a member of the Company’s board of directors on January 4, 2011.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------





Gareb Shamus, age 41, President
Chief Executive Officer, Chairman



Gareb Shamus has been our President,
Chief Executive Officer and Director since the consummation of the Share Exchange. Prior to joining our Company, Mr. Shamus founded
in 1991 Gareb Shamus Enterprises, Inc. (d/b/a Wizard Entertainment), where he is currently CEO.Mr. Shamus is also the
operating manager of Kicking the Can, L.L.C., our majority shareholder. In addition, Mr. Shamus co-founded in 2009 and is a director
of PGM Media, LLC, which produces an online newsletter called GeekChicDaily.com. Mr. Shamus was largely responsible for establishing
Conventions’ business of producing media and pop culture conventions across North America. Mr. Shamus's extensive experience
in the production of Comic Cons and his popularity in the Comic Con and pop culture convention world make Mr. Shamus an asset
to the Company's business. Mr. Shamus earned a Bachelor of Arts in Economics and graduated magna cum laude from the State
University of New York at Albany. Mr. Shamus resigned from all of his respective positions on December 31, 2011.



Terry Fields, age 67, Chief Financial
Officer, Director



Mr. Terry R. Fields graduated from
UCLA in 1965 with a Bachelor of Science Degree and then attended the University of Loyola Law School, where he received his Juris
Doctorate and thereafter practiced law in California for over thirty years. During this time, Mr. Fields served as an officer
and director of many public companies in the United States and Canada. He has experience in corporate law and finance, with emphasis
in the resource sector. Mr. Fields served as President of High Desert Mineral Resources, Inc. for over 15 years, and as a Director
of International Chargold Resources, Ltd. (now GBS Gold International, Inc.) from March 2001 to April 2002. Mr. Fields currently
serves as a Director and President of First Pursuit Ventures, Willow Creek Enterprises, Daulton Capital Corp. and as a Director
of Meadow bay Capital Corp.







The following table discloses our directors
and executive officers as of April 20, 2012. There are no familial relationships between or among the directors or executive officers
of the Company.



|Name            |  | Age |  | Title                            
|--------------- |  | --- |  | ---------------------------------
|John Macaluso   |  | 55  |  | Chief Executive Officer, Director
|Michael Mathews |  | 50  |  | Chairman                         
|John Maatta     |  | 59  |  | Director                         
|Greg Suess      |  | 39  |  | Director                         
|Vadim Mats      |  | 27  |  | Director                         











John Macaluso, age 55, Chief Executive
Officer, Director



John Macaluso has served as a member
of our Board since May 13, 2011. Mr. Macaluso is the founder, sole owner and Chief Executive Officer of California Concepts, a
domestic manufacturer of domestic and imported women’s and girls’ clothing, which operated as such from 1987 through
2007. In 2007, Mr. Macaluso exited the clothing business and transitioned California Concepts into a real estate development business,
managing projects in Los Angeles, Las Vegas and Big Sky, Montana at the Yellowstone Club, among others.



The Board believes that Mr. Macaluso’s
business experience with managing gross profit margins, markdown allowances, budgets and negotiating effective costs of goods
purchased will be a significant asset to the Company with respect to, among other things, its operating budget as a growing public
company.



28









Michael Mathews, age 50, Chairman
of the Board



Michael
Mathews has been our Company’s Chairman of the Board since March 23, 2011, and from the period from December 1, 2011 to
March 19, 2012, he served as our Executive Chairman. In May 2011, Mr. Mathews was appointed Chief Executive Officer and Director
of Aspen Group, Inc., a for-profit nationally accredited, exclusively online university. From August 2007 until January 31, 2011,
Mr. Mathews was the Chief Executive Officer of interclick, inc. (formerly Customer Acquisition Network Holdings, Inc.), a provider
of data driven campaign strategies for digital agencies and marketers (“interclick”). From May 2008
until June 2008, Mr. Mathews served as the interim Chief Financial Officer of interclick.Interclick,
was acquired by Yahoo! in December, 2011. From 2004 to 2007, Mr. Mathews served as the Senior Vice-President of Marketing and
Publisher Services of World Avenue U.S.A., LLC, an Internet promotional marketing company. Mr. Mathews graduated from San Francisco
State University with a degree in Marketing and holds a Masters in Business Administration from Golden Gate University.



The Board believes that Mr. Mathews’
extensive experience and background in the internet marketing industry will be a significant asset to the Company’s development
of its digital platform, and his leadership roles in public companies will aid in the operation of our Company as a public company.



Mr. John Maatta, age 59, Director



John Maatta has been a member of our
Board since May 25, 2011. Since 2006, Mr. Maatta has been the Chief Operating Officer of The CW Network, which is America’s
fifth broadcast network and a network that focuses substantially on targeting young adults between the ages of 18 and 34. From
September 2005 through September 2006, Mr. Maatta served as the Chief Operating Officer of The WB, a Warner Bros. television network
(“The WB”), where he had direct oversight of all business and operations departments, such as business affairs, finance,
network distribution (which included The WB 100+ station group), technology, legal, research, network operations, broadcast standards
and human resources. While Chief Operating Officer at The WB, Mr. Maatta also served as The WB’s General Counsel. Mr. Maatta
is currently a director of Trader Vics, Inc., a Polynesian-style restaurant chain, a position he has held since 1998. Mr. Maatta
received a Bachelor of Arts in Government from the University of San Francisco in 1974, and a Juris Doctorate from the University
of California, Hastings College of the Law, in 1977.



The Board believes that Mr. Maatta’s
experience with operating companies in the entertainment industry and his contacts in the industry will be an important factor
in the Company’s growth as a digital entertainment and event company.



Greg Suess, age 39, Director



Greg Suess has been a director of our
Company since May 9, 2011. In 2000, he founded ROAR, a Beverly Hills-based management and consulting company that focuses on media
and entertainment and provides comprehensive management services for its clients, including talent and brand management, managing
partnerships, strategic alliances and marketing strategies that engage consumers through entertainment, music and lifestyle experiences.
Mr. Suess is, and has been since inception, a partner at ROAR. Since 1997, Greg has been with the law firm of Glaser, Weil, Fink,
Jacobs, Howard, Avchen & Shapiro, LLP, where he is currently Of Counsel and focuses on general corporate law and media and
entertainment. Mr. Suess also serves on the board of directors of TicTock Studios and Derycz Scientific, Inc. Mr. Suess holds
a Bachelor of Science from the University of Southern California (Lloyd Greif Center for Entrepreneurial Studies), and holds a
JD/MBA from Pepperdine University. He is a member of the State Bar of California.



The Board believes that Mr. Suess’
extensive experience and background in the media and entertainment industry complements the Company’s events business, its
new digital initiatives and its new online media Wizard World Digital, which covers new and upcoming products and talents in the
pop culture world.





29









Vadim Mats, age 27, Director



Vadim Mats has been a director of our
Company since January 14, 2011. Mr. Mats is also, and has been since June 28, 2010, the Chief Financial Officer of FWS Capital
Ltd. Prior to joining FWS Capital Ltd., Mr. Mats served as an accounting consultant to various companies from December 2009 until
June 2010. Mr. Mats was also previously the assistant controller at Eton Park Capital Management, a multi-strategy fund, from
July 16, 2007 to December 1, 2009. From June 2006 to July 2007, Mr. Mats was a senior fund accountant at The Bank of New York
Mellon, where he was responsible for over fifteen funds. Mr. Mats graduatedcum laude from the Zicklin School of Business
at Bernard Baruch College with a Bachelor’s degree in Business Administration, specializing in finance and investments.



Mr. Mats’ extensive experience and background in finance, accounting and investment funds will
be a significant asset to the Company’s operation as a public company.





Family Relationships



There are no family relationships
among our directors, executive officers, or persons nominated or chosen by the Company to become directors or executive officers.  None
of our directors or executive officers or their respective immediate family members or affiliates are indebted to us.



Committees of the Board
of Directors



Audit Committee; Audit
Committee Financial Expert



We have not yet appointed
an audit committee.  The Board currently acts as our audit committee.  At the present time, we believe that
our Board is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for
financial reporting.



We currently do not have
a member who qualifies as an “audit committee financial expert” as defined in Item 401(e) of Regulation S-K and is
“independent” as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act.  Our Board
is in the process of searching for a suitable candidate for this position.



Compliance with Section
16(a) of the Exchange Act



We are not subject to Section
16(a) of the Exchange Act, which requires the Company’s directors, executive officers and persons who beneficially own 10%
or more of a class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes
in beneficial ownership with the SEC.



Code of Ethics



We have not yet adopted a
code of ethics because we wanted to complete our constitution of the Board prior to adopting such code of ethics to allow the entire
Board to review and approve a code of ethics.



Board Nomination Procedure



There have been no material
changes to the procedures by which security holders may recommend nominees to the Board.



Legal Proceedings



There are no material proceedings
to which any director or officer, or any associate of any such director or officer, is a party that is adverse to our Company or
any of our subsidiaries or has a material interest adverse to our Company or any of our subsidiaries.  No director or
executive officer has been a director or executive officer of any business which has filed a bankruptcy petition or had a bankruptcy
petition filed against it during the past ten years.  No director or executive officer has been convicted of a criminal
offense or is the subject of a pending criminal proceeding during the past ten years.  No director or executive officer
has been the subject of any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or
otherwise limiting his involvement in any type of business, securities or banking activities during the past ten years.  No
director or officer has been found by a court to have violated a federal or state securities or commodities law during the past
ten years.

30







Item 11.  Executive
Compensation.



SUMMARY COMPENSATION
TABLE YEAR





|Name and
        Principal
        Position                   |  | Year |  | Salary
        ($) |        |  | Bonus
        ($) |  |   | Stock
        Award
        ($) |  | Option
        Awards
        ($) |   |  | Non-Equity
        Incentive Plan
        Compensation
        ($) |  |   | Non-Qualified
        Deferred
        Compensation
        Earnings
        ($) |  |  | All Other
        Compensation
        ($) |  |  | Totals
        ($) |  
|------------------------------------------------------------- |  | ---- |  | ------------------ | ------ |  | ----------------- |  | - | ------------------------------- |  | --------------------------------- | - |  | ------------------------------------------------------------------ |  | - | -------------------------------------------------------------------------------- |  |  | ------------------------------------------ |  |  | ------------------ | -
|                                                              |  |      |  |                    |        |  |                   |  |   |                                 |  |                                   |   |  |                                                                    |  |   |                                                                                  |  |  |                                            |  |  |                    |  
|Terry Fields
        Former Pres., CEO, CFO and Secretary (1) |  | 2009 |  |                    | 0      |  |                   |  | 0 |                                 |  |                                   | 0 |  |                                                                    |  | 0 |                                                                                  |  |  | 0                                          |  |  |                    | 0
|                                                              |  | 2010 |  |                    | 0      |  |                   |  | 0 |                                 |  |                                   | 0 |  |                                                                    |  | 0 |                                                                                  |  |  | 0                                          |  |  |                    | 0
|                                                              |  |      |  |                    |        |  |                   |  |   |                                 |  |                                   |   |  |                                                                    |  |   |                                                                                  |  |  |                                            |  |  |                    |  
|Gareb Shamus
        Former Pres. & CEO (2)                   |  | 2009 |  |                    | 60,000 |  |                   |  | 0 |                                 |  |                                   | 0 |  |                                                                    |  | 0 |                                                                                  |  |  | 0                                          |  |  |                    | 0
|                                                              |  | 2010 |  |                    | 76,800 |  |                   |  | 0 |                                 |  |                                   | 0 |  |                                                                    |  | 0 |                                                                                  |  |  | 0                                          |  |  |                    | 0







| | (1) | Mr.
                                                                                                                        Fields
                                                                                                                        resigned
                                                                                                                        from his
                                                                                                                        position
                                                                                                                        as Chief
                                                                                                                        Financial
                                                                                                                        Officer
                                                                                                                        and as
                                                                                                                        a member
                                                                                                                        of the
                                                                                                                        Company’s
                                                                                                                        board
                                                                                                                        of directors
                                                                                                                        on January
                                                                                                                        4, 2011.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Mr.
                                                                                                                        Shamus
                                                                                                                        was not
                                                                                                                        appointed
                                                                                                                        President
                                                                                                                        and Chief
                                                                                                                        Executive
                                                                                                                        Officer
                                                                                                                        of the
                                                                                                                        Company
                                                                                                                        until
                                                                                                                        December
                                                                                                                        7, 2010,
                                                                                                                        but was
                                                                                                                        the Chief
                                                                                                                        Executive
                                                                                                                        of Conventions
                                                                                                                        during
                                                                                                                        the periods
                                                                                                                        presented
                                                                                                                        above .
                                                                                                                        Mr. Shamus
                                                                                                                        resigned
                                                                                                                        from his
                                                                                                                        respective
                                                                                                                        executive
                                                                                                                        officer
                                                                                                                        and director
                                                                                                                        positions
                                                                                                                        on December
                                                                                                                        1, 2011.
                                                                                                                        On December
                                                                                                                        31, 2010,
                                                                                                                        the Company
                                                                                                                        determined
                                                                                                                        that the
                                                                                                                        outstanding
                                                                                                                        loan and
                                                                                                                        interest
                                                                                                                        in the
                                                                                                                        amount
                                                                                                                        of $299,235
                                                                                                                        to Wizard
                                                                                                                        Entertainment,
                                                                                                                        was uncollectable.
                                                                                                                        Because
                                                                                                                        Wizard
                                                                                                                        Entertainment
                                                                                                                        is controlled
                                                                                                                        by Gareb
                                                                                                                        Shamus,
                                                                                                                        the Company
                                                                                                                        determined
                                                                                                                        that balance
                                                                                                                        should
                                                                                                                        be considered
                                                                                                                        compensation.
                                                                                                                        The Company
                                                                                                                        recorded
                                                                                                                        $299,235
                                                                                                                        to compensation
                                                                                                                        expense.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







Shamus Agreements







The Company entered into an employment
agreement, effective May 25, 2011 (the “Employment Agreement”), with Mr. Gareb Shamus, pursuant to which he was to
serve as the Company’s Chief Executive Officer and President. The term of the employment was for a period of three (3) years
and automatically renewed for additional one (1) year periods unless either Mr. Shamus or the Company gave written notice of non-renewal
to the other party no later than sixty (60) days prior to the expiration of the then current term.



The Employment Agreement provided for
an annual base salary of $140,000 (the “Base Salary”), subject to an annual increase of at least ten percent (10%)
per annum, and may not be decreased. In addition to the Base Salary, Mr. Shamus was to receive an annual bonus of up to one hundred
percent (100%) of his then-current Base Salary (to be paid 50% in cash and 50% in restricted stock) based upon the achievement
of certain performance targets to be agreed upon by Mr. Shamus and a majority of the Board (the “Bonus Target”). Notwithstanding
the foregoing, in the event that the performance of the Company business for any fiscal year is greater than seventy-five percent
(75%), but less than one hundred percent (100%), of the applicable Bonus Target, Mr. Shamus was entitled to a percentage of the
annual bonus as determined in the Employment Agreement. In the event Mr. Shamus and the Board are unable to agree to a mutually
acceptable Bonus Target, Mr. Shamus was to receive an annual bonus of not less than fifteen percent (15%) of the Base Salary,
all of which could have been paid in restricted stock at Mr. Shamus’ sole discretion.



Further, on May 25, 2011, the Company
also entered into a director agreement (the “Shamus Director Agreement”) with Mr. Shamus. The term of the Shamus Director
Agreement commenced on May 25, 2011 and was to continue through the Company’s next annual stockholders’ meeting. The
Shamus Director Agreement, at the option of the Board, could be automatically renewed on such date that Mr. Shamus was re-elected
to the Board.



31









For Mr. Shamus’ service on the
Board, he received, upon execution of the Shamus Director, and in accordance with a Non-Qualified Stock Option Agreement, entered
into as of May 25, 2011, by and between the Company and Mr. Shamus, a non-qualified stock option to purchase up to one hundred
and fifty thousand (150,000) shares of the Company’s common stock, par value $0.0001 per share, at an exercise price per
share equal to the closing price of the Company’s common stock on the execution date of the Shamus Director Agreement. The
option was exercisable for a period of five years and was to vest 33% annually over a period of three (3) years, pro-rated for
the number of days Mr. Shamus served on the Board.



Pursuant to a letter of resignation
dated December 1, 2011, Mr. Gareb Shamus resigned from his positions as President and Chief Executive Officer pursuant to section
5(a)(iv) of the Employment Agreement (at Mr. Shamus’ option).As
such, Mr. Shamus was only entitled to the reimbursement of documented, unreimbursed expenses incurred prior to such date,accrued
and unpaid Base Salary and vacation pay through the date of termination, less withholding of applicable taxes. Mr. Shamus also
resigned from his position on the Board in his letter of resignation dated December 1, 2011, with none of his options having yet
vested. As such, Mr. Shamus forfeited all options under his stock option agreement.



Subsequent to the Employment Agreement’s
termination, Mr. Shamus executed a mutual release with the Company, pursuant to which Mr. Shamus released any and all prior or
existing claims he may have against the Company, monetary or otherwise. Notwithstanding the release agreement, on
or about January 15, 2012, the Company and Mr. Shamus verbally agreed that any past due salary previously owed to Mr. Shamus would
be repaid in cash at a rate of $10,000 per month, until there is a zero balance. As of April 20, 2012, the outstanding back salary
equals $21,381.19.











Director Agreements



During the fiscal year ended December
31, 2010, there were no agreements with any of the Company’s directors. Subsequent to fiscal year end December 31, 2010,
the Company has entered into director agreements with each of its directors. Each director agreement commences on the date that
the respective director was appointed a member of the Board and continues through the Company’s next annual stockholders’
meeting, unless automatically renewed at the option of the Board on such date that such director is re-elected to the Board.  Pursuant
to the director agreements entered into with our directors other than Mr. Mathews, our Chairman, each director is granted
a non-qualified option to purchase up to 150,000 shares of the Company’s common stock.  Mr. Mathews’ director
agreement provides for a quarterly stipend of twenty thousand dollars ($20,000).





In conjunction with the director
agreements, we entered into an indemnification agreement with each director that is effective during the term that such director
serves as a member of the Board until six years thereafter. The indemnification agreement indemnifies the director to the fullest
extent permitted under Delaware law for any claims arising out of, or resulting from, among other things, (i) any actual, alleged
or suspected act or failure to act as a director or agent of the Company and (ii) any actual, alleged or suspected act or failure
to act in respect of any business, transaction, communication, filing, disclosure or other activity of the Company. Further, the
director is indemnified for any losses pertaining to such claims, provided, however, that the losses not include expenses incurred
by the director in respect of any claim as which such director shall have been adjudged liable to the Company, unless the Delaware
Chancery Court rules otherwise.



Item 12.  Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.





Our 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. As of April 20, 2012, there were 35,044,878 shares of
our common stock issued and outstanding, all of which were fully paid, non-assessable and entitled to vote. Each share of our
common stock entitles its holder to one vote on each matter submitted to the stockholders.



The following table sets forth information
as of April 20, 2012, with respect to the beneficial ownership of our common stock by (i) each of our officers and directors,
(ii) our officers and directors as a group and (iii) each person known by us to beneficially own five percent (5%) or more of
our outstanding common stock. Unless otherwise specified, the address of each of the persons set forth below is in care of Wizard
World, Inc., 1350 Avenue of the Americas, 2nd floor, New York, NY 10019.













|Title of Class |  | Name of Beneficial Owner (1)                                       |  | Number of Shares |            |      | Percent of 
    Class (2) (3) | 
|-------------- |  | ------------------------------------------------------------------ |  | ---------------- | ---------- | ---- | ----------------------------- | 
|Common         |  | Michael Mathews, Chairman                                          |  |                  | 857,143    | (4)  |                               | 
|Common         |  | Vadim Mats, Director                                               |  |                  | 50,000     | (5)  |                               | 
|Common         |  | Greg Suess, Director                                               |  |                  | 0          | (6)  |                               | 
|Common         |  | John Macaluso, Chief Executive Officer, Director                   |  |                  | 8,050,000  | (7)  |                               | 
|Common         |  | John Maatta, Director                                              |  |                  | 0          | (8)  |                               | 
|Common         |  | All officers and directors as a group (5 persons)                  |  |                  | 8,957,143  |      |                               | 
|Common         |  | 4 Brothers LLC (9)                                                 |  |                  | 3,351,250  |      |                               | 
|Common         |  | It’s All Normal LLC (10)                                           |  |                  | 2,393,750  |      |                               | 
|Common         |  | Pivot Media LLC (11)                                               |  |                  | 3,830,000  |      |                               | 
|Common         |  | Bristol Capital LLC (12)                                           |  |                  | 2,172,759  | (13) |                               | 
|Common         |  | Bristol Investment Fund Ltd. (14)                                  |  |                  | 2,951,845  | (15) |                               | 
|Common         |  | Robert Knie                                                        |  |                  | 2,400,000  | (16) |                               | 
|Common         |  | The David Rosenberg Irrevocable Trust (17)                         |  |                  | 2,150,000  |      |                               | 
|Common         |  | Eric Weisblum                                                      |  |                  | 1,950,000  |      |                               | 
|Common         |  | Gem Funding LLC (18)                                               |  |                  | 0          | (19) |                               | 
|Common         |  | All officers, directors and 5% holders as a group (13
    persons) |  |                  | 30,156,747 |      |                               | 



____________________________



* denotes less than 1%



32









| | (1) | Beneficial
                                                                                   ownership generally includes voting or investment
                                                                                   power with respect to securities. Unless otherwise
                                                                                   indicated, each of the beneficial owners listed
                                                                                   above has direct ownership of and sole voting
                                                                                   power and investment power with respect to
                                                                                   the securities. Beneficial ownership is determined
                                                                                   in accordance with Rule 13d–3(d)(1) under
                                                                                   the Exchange Act and includes securities for
                                                                                   which the beneficial owner has the right to
                                                                                   acquire beneficial ownership within 60 days.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Figures
                                                                                   may not round up due to rounding of percentages.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Based on
                                                                                   35,044,878 shares of common stock issued and
                                                                                   outstanding as of April 13, 2012.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | Includes
                                                                                   500,000 shares issued in accordance with the
                                                                                   Consulting Agreement, dated March 23, 2011,
                                                                                   with the Company, pursuant to which Mr. Mathews
                                                                                   is to receive an aggregate of 1,000,000 shares
                                                                                   of common stock, payable in equal installments
                                                                                   over a period of four years. This total also
                                                                                   includes 357,143 shares of common stock held
                                                                                   in the name of the Michael Mathews 2011 Children’s
                                                                                   GRAT, to which Mr. Mathews is not the beneficiary
                                                                                   nor the trustee.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (5) | This total
                                                                                   does not include shares issuable upon exercise
                                                                                   of an option for 150,000 shares of common stock,
                                                                                   of which approximately 45,000 have vested.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (6) | Does not
                                                                                   include (i) shares issuable upon exercise of
                                                                                   an option for 150,000 shares of common stock,
                                                                                   of which approximately 45,000 have vested;
                                                                                   (ii) 62,500 shares of common stock underlying
                                                                                   Series A Preferred Stock; and warrants to purchase
                                                                                   18,750 shares of common stock at an exercise
                                                                                   price of $0.40.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (7) | Does not
                                                                                   include (i) shares issuable upon exercise of
                                                                                   an option for 150,000 shares of common stock,
                                                                                   of which approximately 45,000 have vested (ii)
                                                                                   shares issuable upon exercise of an option
                                                                                   for 2,750,000 shares of common stock, of which
                                                                                   0 have vested; (iii) 250,000 shares of common
                                                                                   stock underlying Series A Preferred Stock;
                                                                                   (iv) warrants to purchase 75,000 shares of
                                                                                   common stock at an exercise price of $0.40;
                                                                                   and (v) warrants to purchase 1,000,000 shares
                                                                                   of common stock at an exercise price of $0.40.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (8) | Does not
                                                                                   include shares issuable upon exercise of an
                                                                                   option for 150,000 shares of common stock,
                                                                                   of which approximately 45,000 have vested.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (9) | 4 Brothers
                                                                                   LLC is organized and exiting under the laws
                                                                                   of the State of Delaware. Gareb Shamus is the
                                                                                   managing member of 4 Brothers LLC, and, acting
                                                                                   alone, has voting and dispositive power over
                                                                                   the shares beneficially owned by 4 Brothers
                                                                                   LLC.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (10) | It’s
                                                                                    All Normal LLC is organized and exiting under
                                                                                    the laws of the State of Delaware. Gareb Shamus
                                                                                    is the managing member of It’s All Normal
                                                                                    LLC, and, acting alone, has voting and dispositive
                                                                                    power over the shares beneficially owned by
                                                                                    It’s All Normal LLC.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (11) | Pivot Media
                                                                                    LLC is organized and exiting under the laws
                                                                                    of the State of Delaware. Gareb Shamus is
                                                                                    the managing member of Pivot Media LLC, and,
                                                                                    acting alone, has voting and dispositive power
                                                                                    over the shares beneficially owned by Pivot
                                                                                    Media LLC.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (12) | Bristol
                                                                                    Capital LLC is organized and exiting under
                                                                                    the laws of the State of Delaware. Paul Kessler
                                                                                    is the managing member of Bristol Capital
                                                                                    LLC, and, acting alone, has voting and dispositive
                                                                                    power over the shares beneficially owned by
                                                                                    Bristol Capital LLC.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (13) | This total
                                                                                    does not include 750,000 options to purchase
                                                                                    shares of the Company’s common stock
                                                                                    at an exercise price of $0.40 per share.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (14) | Bristol
                                                                                    Investment Fund Ltd., a Cayman Islands Exempted
                                                                                    Company. Paul Kessler is the managing member
                                                                                    of Bristol Investment Fund Ltd., and, acting
                                                                                    alone, has voting and dispositive power over
                                                                                    the shares beneficially owned by Bristol Investment
                                                                                    Fund Ltd.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (15) | Does not
                                                                                    include (i) 625,000 shares of common stock
                                                                                    underlying Series A Preferred Stock and (ii)
                                                                                    warrants to purchase 187,500 shares of common
                                                                                    stock at an exercise price of $0.40.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (16) | This total
                                                                                    does not include (i) 100,000 shares underlying
                                                                                    a convertible promissory note in the principal
                                                                                    amount of $40,000 (ii) 50,000 warrants at
                                                                                    an exercise price of $0.40; and (iii) 750,000
                                                                                    options to purchase shares of the Company’s
                                                                                    commons stock at an exercise price of $0.40.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (17) | The beneficiary
                                                                                    of the trust is Natalie Schlossberg and the
                                                                                    trustee is Mitch Schlossberg, the son of Natalie
                                                                                    Schlossberg.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (18) | Gem Funding
                                                                                    LLC is organized and exiting under the laws
                                                                                    of the State of Delaware. Corie Weisblum is
                                                                                    the managing member of Gem Funding LLC, and,
                                                                                    acting alone, has voting and dispositive power
                                                                                    over the shares beneficially owned by Gem
                                                                                    Funding LLC.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (19) | This total
                                                                                    does not include warrants to purchase 2,000,000
                                                                                    shares of common stock at an exercise price
                                                                                    of $0.40 per share.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







33









In conjunction with the director agreements
and indemnification agreements described above, we entered into a Non-qualified Stock Option Agreement (“Stock Option Agreement”)
with each director (other than Mr. Mathews), pursuant to which the director was granted a non-qualified stock purchase option
(the “Non-qualified Option”) to purchase up to an aggregate of one hundred fifty thousand (150,000) shares of our
common stock, subject to the terms and conditions of the Plan.  The exercise price for the Non-qualified Option is the
closing price of the Company’s common stock on the execution date of the director agreement.  The Non-qualified
Option is exercisable for a period of five years and vests in equal amounts over a period of three (3) years at the rate of twelve
thousand five hundred (12,500) shares per fiscal quarter at the end of such quarter, and pro-rated for the number of days the
director served on the Board during such fiscal quarter.  Notwithstanding the foregoing, if the director ceases to be
a member of Board at any time during the three (3)-year vesting period for any reason (such as resignation, withdrawal, death,
disability or any other reason), then any un-vested portion of the Non-qualified Option shall be irrefutably forfeited.





Restricted Stock
Awards



On March 23, 2011, we
entered into the Consulting Agreement with our Chairman Michael Mathews, pursuant to which Mr. Mathews will, among other things,
develop a digital platform for the Company and establish digital planning systems that will include all forms of digital media
and social, search, content, and video applications.  The term of the Consulting Agreement is for a four (4) year period.  As
compensation for his services, Mr. Mathews received, with the first issuance of 250,000 shares occurring on March 23, 2011, one
million (1,000,000) restricted shares of the Company’s common stock, issuable in four yearly installments.



DESCRIPTION OF SECURITIES



General



Our authorized capital stock
consists of 100,000,000 shares, of which 80,000,000 shares are 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 Preferred Stock”).



Common Stock



As of December 31, 2010,
a total of 34,687,735 shares of the Company’s common stock are currently outstanding held by approximately 16 shareholders
of record. As of April 20, 2012, there were 35,044,878shares of our common stock issued and outstanding held by approximately 18 beneficial owners



Voting Rights



Each share of stock entitles
the holder to one vote for each share on all matters submitted to a stockholder vote.  Directors are elected by a plurality
of the votes of the shares present in person or represented by proxy at an annual shareholders’ meeting and entitled to vote
on the election of directors.  Any other action shall be authorized by a majority of the votes cast, unless otherwise
provided under the Delaware General Corporation Law.  Holders of our stock representing a majority of the voting power
of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a
quorum at any meeting of our stockholders.



Dividend Rights



Holders of our common stock
are entitled to share in all dividends that our board of directors, in its discretion, declares from legally available funds, but
only after we have satisfied our dividend obligations to the holders of our Series A Preferred Stock.



Liquidation Rights



In the event of a liquidation,
dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that are legally available
for distribution and remain after (i) payment of liabilities and (ii) payment in full of all amounts due to the holders of the
Series A Preferred Stock (on an as converted basis).

34







Conversion and Redemption
Rights



Holders of our common stock
have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.



Series A Cumulative
Convertible Preferred Stock





As of April 20, 2012, there were approximately
23,763shares of our Series A Preferred Stock issued and outstanding held by approximately 30 shareholders
of record.  Each share of our Series A Preferred Stock has a stated value equal to $100.00 (the “Stated Value”).





Voting Rights



The holders of our Series
A Preferred Stock do not vote together with the holders of our common stock on an as converted basis.  The vote of the
holders of our Series A Preferred Stock is required, however, to (i) amend our certificate of incorporation or bylaws in a way
that would be adverse to the holders of our Series A Preferred Stock, (ii) redeem or repurchase our stock (other than with respect
to the Series A Preferred Stock), (iii) effect a liquidation event, (iv) declare or pay dividends (other than on the Series A Preferred
Stock), and (v) issue any securities in parity or senior to the rights of the Series A Preferred Stock.



Dividends



The holders of our Series
A Preferred Stock are entitled to receive preferential dividends at the rate of 8% per share per annum of the Stated Value out
of any funds legally available, and before any dividend or other distribution will be paid or declared and set apart for payment
on any shares of our common stock.  Upon the occurrence of an event of default, the dividend rate will increase to 15%
per annum on the Stated Value.  The dividends compound annually and are fully cumulative, accumulate from the date of
original issuance of the Series A Preferred Stock, and are payable annually on the last day of each calendar year, in arrears,
(i) in cash; (ii) at our option, in additional shares of Series A Preferred Stock valued at the Stated Value in an amount equal
to 150% of the cash dividend otherwise payable; or (iii) at our option, a combination of cash and additional shares of Series A
Preferred Stock.



Liquidation



Upon the occurrence of a
“liquidation event”, the holders of our Series A Preferred Stock are entitled to receive, before any payment or distribution
is made on any shares of our common stock, out of the assets available for distribution to our stockholders, an amount equal to
two (2) times the Stated Value and all accrued and unpaid dividends.  If the assets available are insufficient to pay
the holders of our Series A Preferred Stock in full, then the assets will be distributed pro rata among the holders of our Series
A Preferred Stock.



A “liquidation event”
occurs in the event of (i) our liquidation, dissolution or winding-up, whether voluntary or involuntary, (ii) (A) our purchase
or redemption of any shares of any class of our stock or (B) a merger or consolidation with or into any entity, unless, among other
things, the holders of our Series A Preferred Stock receive securities of the surviving corporation having substantially similar
rights and our stockholders immediately prior to such transaction are holders of at least a majority of the voting securities of
the surviving entity.



Redemption



Upon (i) the occurrence of
an event of default, (ii) a “change in control” or (iii) our liquidation, dissolution or winding up, and if the holder
of the Series A Preferred Stock so elects, we must pay a sum of money determined by multiplying the then current purchase price
of the outstanding Series A Preferred Stock by 110%, plus accrued but unpaid dividends, no later than thirty (30) business days
after request for redemption is made.  “Change in Control” means (i) our Company no longer having a class
of shares publicly traded, listed or quoted, (ii) our becoming a subsidiary of another entity, (iii) a majority of our board of
directors as of the Closing Date no longer serving as our directors of the Corporation, and (iv) the sale, lease or transfer of
substantially all of our assets or the assets of our subsidiary.

35







Conversion



Each holder of our Series
A Preferred Stock has the right at any time after the issuance of Series A Preferred Stock to convert the shares at the Stated
Value and accrued but unpaid declared dividends into shares of our common stock at a conversion rate of $0.40 per share.



Except under certain circumstances
(such as the issuance of our common stock pursuant to a stock option plan), if we issue shares of our common stock or securities
convertible into or exchangeable or exercisable for shares of our common stock, for a purchase price, conversion price or exercise
price that is less than the then current conversion price of our Series A Preferred Stock, then the conversion price of our Series
A Preferred Stock will be reduced to such lower price.



The conversion price for
our Series A Preferred Stock is further adjusted in the event of: (i) a declaration of any dividend or distribution on our common
stock, (ii) stock split or (iii) reclassification of our common stock, proportionately so that the holders of our Series A Preferred
Stock are entitled receive the kind and number of shares or other securities to which they would have owned or have been entitled
to receive after the happening of any of such events had such shares of our Series A Preferred Stock been converted immediately
prior to the happening of such event.



If we merge with or into
any other corporation where we are not the surviving entity, then unless the right to convert shares of our Series A Preferred
Stock is terminated as part of such merger, then, if permitted under applicable law, the holder of our Series A Preferred Stock
will have the right to convert each of their shares of Series A Preferred Stock into the same kind and amount of shares of stock
receivable upon the merger.  A similar provision applies to the sale of all or substantially all of our assets.



If a holder of our Series
A Preferred Stock notifies us of such holder’s election to convert and we do not deliver the shares of common stock issuable
upon such conversion, and the holder has to buy shares of our common stock on the open market because of their obligation to deliver
shares of common stock, then we will pay such holder the difference between the price paid on the open market and the Stated Value.  We
will also pay interest at the annual rate of 15% for each day that we are late as well $100 per business day for each $10,000 of
Stated Value and dividend which is not timely delivered.



Neither we nor the holder
of our Series A Preferred may convert any amount that would result in the holder having a beneficial ownership of our common stock
which would be in excess of the sum of (i) the number of shares of common stock beneficially owned by the holder and its affiliates
on the conversion date and (ii) the number of shares of our common stock issuable upon the conversion, which would result in the
aggregate beneficial ownership by such holder and its affiliates of more than 4.99% of the outstanding shares of our common stock.  The
holder of our Series A Preferred Stock may waive the conversion limitation in whole or in part upon and effective after sixty one
(61) days’ prior written notice to our Company.



Series A Common Stock
Purchase Warrants





Our Series
A Common Stock Purchase Warrants (the “Warrants”) have a term of five years after their issuance date and an exercise
price of $0.60 per share. As of April 20, 2012, we have warrants outstanding that are exercisable for an aggregate of up to
5,812,274 shares of our common stock. The exercise price of all Warrants issued prior to December 6,
2011, has been re-priced to $0.40 per share.





The warrant holder may pay
the exercise price in cash or through a cashless exercise if the fair market value of our common stock is greater than the current
exercise price.



If we issue common stock,
except in the event of certain circumstances (such as the issuance of common stock pursuant to a stock option plan), for a consideration
less than the exercise price then in effect, then the exercise price will be reduced to the lower exercise price.  Upon
any reduction of the exercise price, the number of shares of our common stock that the warrant holder is entitled to receive upon
exercise will also be adjusted.

36







If, at any time while the
Warrants are outstanding, (i) we merge or consolidate with or into another entity, (ii) we sell all or substantially all of our
assets, (iii) we effect a tender offer or exchange offer, (iv) we consummate a stock purchase agreement or other business combination
with another person or entity that results in such person or entity acquiring more than 50% of our outstanding shares of common
stock, (v) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of
the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
of 50% or more of our common stock in the aggregate or (vi) we effect any reclassification of our common stock or any share exchange
where our common stock is converted into or exchanged for other securities, cash or property, thenthe warrant holder will
have the right to receive, for each share of common stock issuable upon exercise of the Warrant, (a) the number of shares of common
stock of the successor or acquiring corporation or of our Company if we are the surviving corporation, and any additional consideration
receivable by the warrant holder of the number of shares of common stock for which the Warrant is exercisable immediately prior
to such event or (b) under certain transactions (such as where the consideration paid to holders of our common stock consists solely
of cash), cash equal to the Black-Scholes value.  To the extent necessary to effectuate the above, any successor or surviving
entity will issue to the warrant holder a new warrant evidencing the warrant holder's right to exercise such warrant as described
above.



If a warrant holder notifies
us of such holder’s election to exercise and we do not deliver the shares of common stock issuable upon such exercise, and
the warrant holder has to buy shares of our common stock on the open market because of their obligation to deliver shares of common
stock, then we will pay such holder the difference between the price paid on the open market and the Stated Value.  We
will also pay interest at the annual rate of 15% for each day that we are late in delivering shares of our common stock.



The warrant holder cannot
exercise any amount that would result in the holder having a beneficial ownership of our common stock which would be in excess
of the sum of (i) the number of shares of common stock beneficially owned by the holder and its affiliates on the exercise date
and (ii) the number of shares of our common stock issuable upon exercise, which would result in the aggregate beneficial ownership
by such holder and its affiliates of more than 4.99% of the outstanding shares of our common stock.  The warrant holder
may waive the exercise limitation in whole or in part upon and effective after sixty one (61) days’ prior written notice
to our Company.



Non-Qualified Stock Options



Our Non-qualified Stock Options
are issued pursuant to our 2011 Incentive Stock and Award Plan (the “Plan”).  We have issued Non-qualified
Stock Options to each of our directors (other than our Chairman Michael Mathews, who received restricted stock awards),
pursuant to which each director may purchase up to an aggregate of one hundred fifty thousand (150,000) shares of our Common Stock.  The
Non-qualified Stock Options vests quarterly over a three (3) year period, subject to the optionee continuing to be a member of
our board of directors on each applicable vesting date, and remains exercisable until 5:30 p.m. New York time on the date that
is the fifth (5th) year anniversary of the date of grant.  All or any part of the vested but unexercised portion of the
Non-qualified Stock Option is subject to forfeiture under certain circumstances, such as in the event of a breach of insider trading
rules or obligations of confidentiality, in the event that the optionee or such optionee’s affiliates competes with our Company
or solicits our employees or customers, and in the event of death, disability or retirement.



Convertible Promissory
Notes



Our convertible promissory
notes (the “Convertible Notes”) have a term of 4 months, and an annual interest rate of 14% and a default interest
rate of 18% per annum, payable on the maturity date of the Convertible Notes.  The Convertible Notes are convertible
at $.60 per share (the “Conversion Price”).  For as long as the Convertible Notes are outstanding, in the
event that we issue securities prior to the full conversion or payment of the Convertible Note for consideration that is less than
the Conversion Price, or issue securities with a conversion or exercise price lower than the Conversion Price, then the Conversion
Price is reduced to such price.  The Convertible Notes may not be prepaid, converted, redeemed or called by the Company
without the consent of the noteholder.



Anti-Takeover Provisions



Our charter and bylaws contain
provisions that may make it more difficult for a third party to acquire or may discourage acquisition bids for us.  Our
Board may, without action of our stockholders, issue authorized but unissued shares of preferred stock.  The existence
of unissued preferred stock may enable the Board, without further action by the stockholders, to issue such stock to persons friendly
to current management or to issue such stock with terms that could render more difficult or discourage an attempt to obtain control
of us, thereby protecting the continuity of our management.  Our shares of preferred stock could therefore be issued
quickly with terms that could delay, defer, or prevent a change in control of us, or make removal of management more difficult.

37







Item 13.  Certain
Relationships and Related Transactions.



Below is a discussion of
the Company’s certain relationships and transactions for the fiscal year ended December 31, 2010:





Gareb Shamus, our President, CEO and
a Director, is also the CEO of Conventions.



On October
27, 2010, Kick The Can Corp entered into a promissory note with Gareb Shamus Enterprises (dba Wizard Entertainment, Inc.), a related
party of the Company’s chief executive officer, for $329,807 (which was also the largest aggregate amount of principal outstanding
during the period to date). The loan bears interest at 6% per annum and matures on October 27, 2012. The note is secured by all
assets of Gareb Shamus Enterprises. The principal amount of $329,807 is currently outstanding and interest in the
amount of 11,079.84 has accrued and is payable. On December 31, 2010, the Company determined that the outstanding loan and interest
in the amount of $299,235 to Gareb Shamus Enterprises, was uncollectable. Because GAreb Shamus Enterprises is controlled by Gareb
Shamus, the Company determined that balance should be considered compensation. The Company recorded $299,235 to compensation expense.



On December
1, 2010, Kick The Can Corp entered into a promissory note with Gareb Shamus Enterprises, a related party of the company’s
chief executive officer, for $114,384 (which was also the largest aggregate amount of principal outstanding during the period
to date). The loan bears interest at 6% per annum and matures on December 1, 2011. The note is secured by all assets of Gareb
Shamus Enterprises. The principal amount of $16,676.59is currently outstanding and interest in the amount
of $974.34has accrued and is payable.



On December 1, 2010, Gareb Shamus Enterprises,
a related party of the Company’s chief executive officer, advanced Wizard Conventions $60,000. The advance bears no interest
and is due on demand.



Going forward, we will present all
possible transactions between us and our officers, directors and 5% stockholders, and our affiliates, to our Board for their consideration
and approval. Any such transaction will require approval by a majority of the disinterested directors and such transactions will
be on terms no less favorable than those available to disinterested third parties.



Item 14.  Principal
Accountant Fees and Services.



Audit Fees



(a) The aggregate fees billed
by Seale and Beers, CPAs for audit of the Company’s financial statements for the fiscal years ended July 31, 2010 and 2009,
were $7,850.  The aggregate fees billed by Li & Company for audit of the Company’s financial statements for
the fiscal years ended December 31, 2010 and 2009, were $44,000.



Audit Related Fees



(b) Seale and Beers, CPAs
did not bill the Company any amounts for assurance and related services that were related to its audit or review of the Company’s
financial statements during the fiscal years ended July 31, 2010 and 2009, respectively.  Li & Company, P.C. did
not bill the Company any amounts for assurance and related services that were related to its audit or review of the Company’s
financial statements during the fiscal years ended December 31, 2010 and 2009, respectively.

38







Tax Fees



(c) The aggregate fees billed
by Seale and Beers, CPAs for tax compliance, advice and planning were $0 for the fiscal year ended July 31, 2010 and $0 for the
fiscal year ended July 31, 2009.  The aggregate fees billed by Li & Company, P.C. for tax compliance, advice and
planning were $0 for the fiscal year ended December 31, 2010 and $0 for the fiscal year ended December 31, 2009.



All Other Fees



(d) Seale and Beers, CPAs
did not bill the Company for any products and services other than the foregoing during the fiscal years ended July 31, 2010 and
2009, respectively.  Li & Company, P.C. did not bill the Company for any products and services other than the foregoing
during the fiscal years ended December 31, 2010 and 2009, respectively.

39





PART IV



Item 15. Exhibits, Financial
Statement Schedules.





|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2.1         |  | Share Purchase and Share Exchange Agreement, dated
    November 5, 2010, by and among GoEnergy, Inc., Strato Malamas, an individual and the majority stockholder of GoEnergy, Inc.,
    Kick the Can Corp., a Nevada corporation, Kicking the Can, L.L.C., a Delaware limited liability company and the majority shareholder
    of Kick the Can Corp., and certain shareholders of Kick the Can Corp. that are signatories thereto (as filed as Exhibit 2.1
    to the Company’s Current Report on Form 8-K, filed with the SEC on November 16, 2010).
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.1         |  | Certificate of Incorporation of GoEnergy, Inc. (as
    filed as Exhibit 1.1 to the Company’s Registration Statement on Form SB-2, filed with the SEC on March 25, 2003).                                                                                                                                                                                                                                                                                                                                                                               
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.2         |  | Bylaws (as filed as Exhibit 2.1 to the Company’s
    Registration Statement on Form SB-2, filed with the SEC on March 25, 2003).                                                                                                                                                                                                                                                                                                                                                                                                                       
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.3         |  | Certificate of Amendment to the Certificate of Incorporation
    of GoEnergy, Inc., dated December 6, 2010 (as filed as Exhibit 3.3 to the Company’s Current Report on Form 8-K, filed
    with the SEC on December 13, 2010).                                                                                                                                                                                                                                                                                                                         
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.4         |  | Certificate of Correction, dated December 8, 2010
    (as filed as Exhibit 3.4 to the Company’s Current Report on Form 8-K, filed with the SEC on December 13, 2010).                                                                                                                                                                                                                                                                                                                                                                                  
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.5         |  | Second Certificate of Correction filed January 20,
    2011 (as filed as Exhibit 3.5 to the Company’s Current Report on Form 8-K, filed with the SEC on January 25, 2011).                                                                                                                                                                                                                                                                                                                                                                             
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.6         |  | Certificate to set forth Designations, Voting Powers,
    Preferences, Limitations, Restrictions, and Relative Rights of Series A Cumulative Convertible Preferred Stock, $0.0001 par
    value per share (as filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December
    13, 2010).                                                                                                                                                                                                                          
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.7         |  | Certificate of Amendment to Certificate to set forth
    Designations, Voting Powers, Preferences, Limitations, Restrictions, and Relative Rights of Series A Cumulative Convertible
    Preferred Stock, $.0001 par value per share (as filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed
    with the SEC on April 25, 2011).                                                                                                                                                                                                  
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.8         |  | Certificate of Amendment to Certificate to set forth
    Designations, Voting Powers, Preferences, Limitations, Restrictions, and Relative Rights of Series A Cumulative Convertible
    Preferred Stock, $.0001 par value per share (as filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed
    with the SEC on March 30, 2012).                                                                                                                                                                                                  
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|4.1         |  | Form of 2011 Series A Common Stock Purchase Warrant
    (as filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the SEC on April 25, 2011).                                                                                                                                                                                                                                                                                                                                                                                   
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|4.2         |  | Form of Convertible Promissory Note, dated August
    19, 2011 (as filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on August 30, 2011).                                                                                                                                                                                                                                                                                                                                                                          
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.1        |  | Director Agreement, dated January 18, 2011, by and
    between GoEnergy, Inc. and Vadim Mats (as filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with
    the SEC on January 18, 2011).                                                                                                                                                                                                                                                                                                                                       
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.2        |  | Director Agreement, dated March 23, 2011, by and between
    Wizard World, Inc. and Michael Mathews (as filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed
    with the SEC on March 25, 2011).                                                                                                                                                                                                                                                                                                                                  
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.3        |  | Consultant Agreement, dated March 23, 2011, by and between Wizard World,
    Inc. and Michael Mathews (as filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on
    March 25, 2011).                                                                                                                                                                                                                                                                                                                                
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.4        |  | Form of 2011 Series A Subscription Agreement (as filed as Exhibit 10.1
    to the Company’s Current Report on Form 8-K, filed with the SEC on April 25, 2011).                                                                                                                                                                                                                                                                                                                                                                                         
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.5        |  | Director Agreement, dated May 9, 2011, by between Wizard World, Inc.
    and Greg Suess (as filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 9, 2011).                                                                                                                                                                                                                                                                                                                                                     
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.6        |  | 2011 Stock Incentive and Award Plan (as filed as Exhibit 10.1 to the
    Company’s Current Report on Form 8-K, filed with the SEC on May 12, 2011.                                                                                                                                                                                                                                                                                                                                                                                                     
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.7        |  | Amendment to the 2011 Incentive Stock and Award Plan (as filed as Exhibit
    10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 15, 2011).                                                                                                                                                                                                                                                                                                                                                                             
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.8        |  | 2011 Amended and Restated Stock Incentive and Award Plan. (as filed as
    Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on
    April 16, 2012)                                                                                                                                                                                                                                                                                                                                    
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.9        |  | Form of Non-Qualified Stock Option Agreement (as
    filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on May 12, 2011).                                                                                                                                                                                                                                                                                                                                                                                           

|
|

40





|      |  |                                                                                                                                                                                                                                                                                        
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.10 |  | Director Agreement, dated May 13, 2011, by and between
    Wizard World, Inc. and John Macaluso. (as filed as Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the
    year ended December 31, 2011, filed with the SEC on April 16, 2012)                                
|      |  |                                                                                                                                                                                                                                                                                        
|10.11 |  | Director Agreement, dated May 25, 2011, by and between
    Wizard World, Inc. and John Maatta. (as filed as Exhibit 10.11 to the Company’s Annual Report on Form 10-K for the year
    ended December 31, 2011, filed with the SEC on April 16, 2012)                                  
|      |  |                                                                                                                                                                                                                                                                                        
|10.12 |  | Employment Agreement, dated May 25, 2011, by and
    between Wizard World, Inc. and Gareb Shamus (as filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed
    with the SEC on May 31, 2011).                                                                       
|      |  |                                                                                                                                                                                                                                                                                        
|10.13 |  | Form of Subscription Agreement, dated August 19,
    2011. (as filed as Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, filed
    with the SEC on April 16, 2012)                                                                      
|      |  |                                                                                                                                                                                                                                                                                        
|10.14 |  | Office Service Agreement, dated January 18, 2011,
    by and between Kick the Can Corp. and NYC Office Suites (as filed as Exhibit 10.11 to the Company’s Current Report on
    Form 8-K, filed with the SEC on September 13, 2011).                                                   
|      |  |                                                                                                                                                                                                                                                                                        
|10.15 |  | Internet Domain Name Assignment Agreement, dated January 2011, by and
    between Gareb Shamus Enterprises, Inc. and Kick the Can Corp. (as filed as Exhibit 10.12 to the Company’s Current Report
    on Form 8-K, filed with the SEC on September 13, 2011).                         
|      |  |                                                                                                                                                                                                                                                                                        
|10.16 |  | Mid-Ohio Acquisition Agreement, dated November 13, 2010, by and between
    Kicking the Can L.L.C and GCX Holdings LLC (as filed as Exhibit 10.15 to the Company’s Current Report on Form 8-K/A,
    filed with the SEC on November 16, 2011).                                         
|      |  |                                                                                                                                                                                                                                                                                        
|10.17 |  | Form of Senior Convertible Debenture, dated December 6, 2011. (as filed
    as Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC
    on April 16, 2012)                                                               
|      |  |                                                                                                                                                                                                                                                                                        
|10.18 |  | Subscription Agreement, dated December 21, 2011, by and between the Company
    and the Michael Mathews 2011 Children’s GRAT (as filed
    as Exhibit 10.18 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC
    on April 16, 2012)
|      |  |                                                                                                                                                                                                                                                                                        
|10.19 |  | Consultant Agreement, dated March 23, 2011, between Wizard World, Inc.
    and Michael Mathews (as filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on March 25, 2011).                                                                                        
|      |  |                                                                                                                                                                                                                                                                                        
|10.20 |  | Director Agreement, dated May 25, 2011, by and between Wizard World,
    Inc. and Gareb Shamus. *                                                                                                                                                                                      
|      |  |                                                                                                                                                                                                                                                                                        
|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 Executive Officer pursuant to 18 U.S.C.
    1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *                                                                                                                                





* filed herewith

41







SIGNATURES



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



|                     | WIZARD WORLD, INC.
|-------------------- | ------------------
|                     |                   
|Date: April 20, 2012 | By:               
|                     |                   
|                     |                   
|                     |                   
|                     |                   
|                     |                   



Pursuant to the requirements
of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.



|Signature           |  | Title                                                               |  | Date          
|------------------- |  | ------------------------------------------------------------------- |  | --------------
|                    |  |                                                                     |  |               
|/s/ John Macaluso   |  | Chief Executive Officer, Principal Executive Officer,               |  | April 20, 2012
|John Macaluso       |  | Principal Financial Officer, Principal Accounting Officer, Director |  |               
|                    |  |                                                                     |  |               
|/s/ Michael Mathews |  | Chairman of the Board                                               |  | April 20, 2012
|Michael Mathews     |  |                                                                     |  |               
|                    |  |                                                                     |  |               
|/s/ John Maatta     |  | Director                                                            |  | April 20, 2012
|John Maatta         |  |                                                                     |  |               
|                    |  |                                                                     |  |               
|/s/ Vadim Mats      |  | Director                                                            |  | April 20, 2012
|Vadim Mats          |  |                                                                     |  |               
|                    |  |                                                                     |  |               
|/s/ Greg Suess      |  | Director                                                            |  | April 20, 2012
|Greg Suess          |  |                                                                     |  |               



42





WIZARD WORLD, INC.



December 31, 2010 and 2009



Index to Consolidated Financial
Statements



|Contents                                                                                       |  | Page(s)
|---------------------------------------------------------------------------------------------- |  | -------
|                                                                                               |  |        
|Report of Independent Registered Public Accounting Firm                                        |  |        
|                                                                                               |  |        
|Consolidated Balance Sheets at December 31, 2010 and 2009                                      |  |        
|                                                                                               |  |        
|Consolidated Statements of Operations for the Years Ended December 31, 2010 and 2009           |  |        
|                                                                                               |  |        
|Consolidated Statement of Stockholders’ Deficit for the Years Ended December 31, 2010 and 2009 |  |        
|                                                                                               |  |        
|Consolidated Statements of Cash Flows for the Years Ended December 31, 2010 and 2009           |  |        
|                                                                                               |  |        
|Notes to the Consolidated Financial Statements                                                 |  |        



F-1





REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and
Stockholder of

Wizard World, Inc.

New York, New York



We have audited the accompanying
consolidated balance sheets of Wizard World, Inc., (the “Company”) as of December 31, 2010 and 2009 and the related
consolidated statements of operations, stockholder’s deficit and cash flows for the years then ended.  These consolidated
financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion
on these consolidated financial statements based on our audits.



We conducted our audits in
accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free
of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting.  Our audit included consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion
on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such
opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable
basis for our opinion.



In our opinion, the consolidated
financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December
31, 2010 and 2009 and the results of its operations and its cash flows for the years then ended, in conformity with accounting
principles generally accepted in the United States of America.



The accompanying financial
statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 3 to
the consolidated financial statements, the Company had an accumulated deficit at December 31, 2010 and had a net loss and net cash
used in operating activities for the year then ended.  These factors raise substantial doubt about the Company’s
ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 3.  The
consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.



|/s/Li & Company, PC  | 
|-------------------- | 
|Li & Company, PC     | 
|                     | 
|Skillman, New Jersey | 
|January 13, 2012     | 



F-2







Wizard World, Inc.

Consolidated Balance
Sheets



|                                                                          |  | December 31, 2010 |            |   | December 31, 2009 |  
|------------------------------------------------------------------------- |  | ----------------- | ---------- | - | ----------------- | -
|                                                                          |  |                   |            |   |                   |  
|Assets                                                                    |  |                   |            |   |                   |  
|                                                                          |  |                   |            |   |                   |  
|Current Assets                                                            |  |                   |            |   |                   |  
|Cash                                                                      |  | $                 | 542,564    |   |                   | $
|Accounts receivable, net                                                  |  |                   | 19,127     |   |                   |  
|Prepaid expenses                                                          |  |                   | 95,306     |   |                   |  
|Total Current Assets                                                      |  |                   | 656,997    |   |                   |  
|                                                                          |  |                   |            |   |                   |  
|Property and equipment, net                                               |  |                   | 6,807      |   |                   |  
|                                                                          |  |                   |            |   |                   |  
|Total Assets                                                              |  | $                 | 663,804    |   |                   | $
|                                                                          |  |                   |            |   |                   |  
|Liabilities and Stockholders' Deficit                                     |  |                   |            |   |                   |  
|                                                                          |  |                   |            |   |                   |  
|Current Liabilities:                                                      |  |                   |            |   |                   |  
|Accounts payable and accrued liabilites                                   |  | $                 | 508,852    |   |                   | $
|Accrued dividend                                                          |  |                   | 5,348      |   |                   |  
|Unearned convention revenue                                               |  |                   | 75,653     |   |                   |  
|Related party - notes payable                                             |  |                   | 74,983     |   |                   |  
|Derivative liability                                                      |  |                   | 2,260,571  |   |                   |  
|Total Current Liabilities                                                 |  |                   | 2,925,407  |   |                   |  
|                                                                          |  |                   |            |   |                   |  
|                                                                          |  |                   |            |   |                   |  
|Total Liabilities                                                         |  |                   | 2,925,407  |   |                   |  
|                                                                          |  |                   |            |   |                   |  
|Stockholders' Deficit                                                     |  |                   |            |   |                   |  
|Series A, convertible preferred stock,  $0.0001 par value; 25,000 shares  |  |                   |            |   |                   |  
|authorized, 975,968 and 0 shares issued and and outstanding, respectively |  |                   |            |   |                   |  
|authorized, 975,968 and 0 shares issued and and outstanding, respectively |  |                   | 98         |   |                   |  
|Common Stock,  no par value; 200,000,000 shares authorized,               |  |                   |            |   |                   |  
|34,687,735 and 19,125,000 share issued and outstanding, respectively      |  |                   | 3,469      |   |                   |  
|Additional paid-in capital                                                |  |                   | 849,596    |   |                   |  
|Accumulated deficit                                                       |  |                   | (3,114,765 | ) |                   |  
|Total Stockholders' Deficit                                               |  |                   | (2,261,602 | ) |                   |  
|                                                                          |  |                   |            |   |                   |  
|Total Liabilities and Stockholders' Deficit                               |  | $                 | 663,804    |   |                   | $



See accompanying notes to
the consolidated financial statements

F-3







Wizard World, Inc.

Consolidated Statements
of Operations



|                                                                                   |  | Year Ended        |           
|---------------------------------------------------------------------------------- |  | ----------------- | ----------
|                                                                                   |  | December 31, 2010 |           
|                                                                                   |  |                   |           
|Convention revenue                                                                 |  | $                 | 3,000,814 
|                                                                                   |  |                   |           
|Cost of revenue                                                                    |  |                   | 2,158,613 
|                                                                                   |  |                   |           
|Gross profit                                                                       |  |                   | 842,201   
|                                                                                   |  |                   |           
|Operating expenses                                                                 |  |                   |           
|Compensation                                                                       |  |                   | 461,478   
|General and administrative                                                         |  |                   | 721,532   
|Total operating expenses                                                           |  |                   | 1,183,010 
|                                                                                   |  |                   |           
|Loss from operations                                                               |  |                   | (340,809  
|                                                                                   |  |                   |           
|Other expenses                                                                     |  |                   |           
|Interest expense                                                                   |  |                   | 2,738     
|Derivative expense                                                                 |  |                   | 1,284,643 
|Total other expense                                                                |  |                   | 1,287,381 
|                                                                                   |  |                   |           
|Net loss                                                                           |  | $                 | (1,628,190
|                                                                                   |  |                   |           
|Deemed dividend on Series A Convertible Preferred Stock                            |  |                   | (5,348    
|                                                                                   |  |                   |           
|Net loss attributable to common stockholders                                       |  | $                 | (1,633,538
|                                                                                   |  |                   |           
|Net loss per common share  attributable to common stockholders - basic and diluted |  | $                 | (0.08     
|Weighted average common shares outstanding during the period - basic and diluted   |  |                   | 21,358,392



See accompanying notes to
the consolidated financial statements



F-4









WIZARD CONVENTIONS, INC.

Consolidated Statement
of Stockholders' Deficit

Years Ended December
31, 2010 and 2009



|                                                                         |  |                 |         |  |              |   |    |            |  |  |             |  |  |                 |       |  |         |   |         | Total         | 
|------------------------------------------------------------------------ |  | --------------- | ------- |  | ------------ | - | -- | ---------- |  |  | ----------- |  |  | --------------- | ----- |  | ------- | - | ------- | ------------- | 
|                                                                         |  |                 |         |  |              |   |    |            |  |  |             |  |  |                 |       |  |         |   |         | Stockholders' | 
|                                                                         |  | Preferred Stock |         |  | Common Stock |   |    | Additional |  |  | Accumulated |  |  | Equity          |      
|                                                                         |  | Shares          |         |  | Amount       |   |    | Shares     |  |  | Amount      |  |  | Paid-in Capital |       |  | Deficit |   |         | (Deficit)     | 
|                                                                         |  |                 |         |  |              |   |    |            |  |  |             |  |  |                 |       |  |         |   |         |               | 
|Balance – December 31, 2008                                              |  |                 | -       |  |              | $ | -  |            |  |  | 19,125,000  |  |  | $               | 1,912 |  |         | $ | (1,911  | )             | 
|                                                                         |  |                 |         |  |              |   |    |            |  |  |             |  |  |                 |       |  |         |   |         |               | 
|Net loss                                                                 |  |                 |         |  |              |   |    |            |  |  |             |  |  |                 |       |  |         |   | -       |               | 
|                                                                         |  |                 |         |  |              |   |    |            |  |  |             |  |  |                 |       |  |         |   |         |               | 
|Balance – December 31, 2009                                              |  |                 | -       |  |              |   | -  |            |  |  | 19,125,000  |  |  |                 | 1,912 |  |         |   | (1,911  | )             | 
|                                                                         |  |                 |         |  |              |   |    |            |  |  |             |  |  |                 |       |  |         |   |         |               | 
|Issuance of shares and warrants for cash                                 |  |                 |         |  |              |   |    |            |  |  | 13,802,576  |  |  |                 | 1,381 |  |         |   | 1,353   |               | 
|                                                                         |  |                 |         |  |              |   |    |            |  |  |             |  |  |                 |       |  |         |   |         |               | 
|Issuance of preferred stock and warrants for cash less costs of $125,500 |  |                 | 975,968 |  |              |   | 98 |            |  |  |             |  |  |                 |       |  |         |   | 850,330 |               | 
|                                                                         |  |                 |         |  |              |   |    |            |  |  |             |  |  |                 |       |  |         |   |         |               | 
|Direct expense to accumulated deficit for derivative liability           |  |                 |         |  |              |   |    |            |  |  |             |  |  |                 |       |  |         |   |         |               | 
|                                                                         |  |                 |         |  |              |   |    |            |  |  |             |  |  |                 |       |  |         |   |         |               | 
|Deemed dividend                                                          |  |                 |         |  |              |   |    |            |  |  |             |  |  |                 |       |  |         |   |         |               | 
|                                                                         |  |                 |         |  |              |   |    |            |  |  |             |  |  |                 |       |  |         |   |         |               | 
|Issuance of shares in recapitalization                                   |  |                 |         |  |              |   |    |            |  |  | 1,760,159   |  |  |                 | 176   |  |         |   | (176    | )             | 
|                                                                         |  |                 |         |  |              |   |    |            |  |  |             |  |  |                 |       |  |         |   |         |               | 
|Net loss                                                                 |  |                 |         |  |              |   |    |            |  |  |             |  |  |                 |       |  |         |   |         |               | 
|                                                                         |  |                 |         |  |              |   |    |            |  |  |             |  |  |                 |       |  |         |   |         |               | 
|Balance  – December 31,
    2010                                         |  |                 | 975,968 |  |              | $ | 98 |            |  |  | 34,687,735  |  |  | $               | 3,469 |  |         | $ | 849,596 |               | 



See accompanying notes to
the consolidated financial statements



F-5







Wizard World, Inc.

Consolidated Statements
of Cash Flows



|                                                                            |  | Year Ended        |           
|--------------------------------------------------------------------------- |  | ----------------- | ----------
|                                                                            |  | December 31, 2010 |           
|Cash Flows From Operating Activities:                                       |  |                   |           
|Net loss                                                                    |  | $                 | (1,628,190
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                   |           
|Depreciation                                                                |  |                   | 6,812     
|Derivative expense                                                          |  |                   | 1,284,643 
|Changes in operating assets and liabilities:                                |  |                   |           
|Accounts receivable                                                         |  |                   | (3,547    
|Prepaid and other                                                           |  |                   | (71,673   
|Accounts payable and accrued liabilities                                    |  |                   | 63,376    
|Unearned convention revenue                                                 |  |                   | (1,958    
|Net Cash Used In Operating Activities                                       |  |                   | (350,537  
|                                                                            |  |                   |           
|Cash Flows From Investing Activities:                                       |  |                   |           
|Purchases of property and equipment                                         |  |                   | (3,577    
|Net Used In Investing Activities                                            |  |                   | (3,577    
|                                                                            |  |                   |           
|Cash Flows From Financing Activities:                                       |  |                   |           
|Proceeds from the issuance of convertible preferred stock                   |  |                   | 975,928   
|Stock issuance costs paid                                                   |  |                   | (125,500  
|Proceeds from issuance of stock and warrants for cash                       |  |                   | 2,734     
|Net proceeds (repayment) of related party - notes payable                   |  |                   | (18,848   
|Proceeds from issuance of related party debt                                |  |                   | 60,000    
|Net Cash Provided By Financing Activities                                   |  |                   | 894,314   
|                                                                            |  |                   |           
|Net change  in cash                                                         |  |                   | 540,200   
|                                                                            |  |                   |           
|Cash at beginning of period                                                 |  |                   | 2,364     
|                                                                            |  |                   |           
|Cash at end of period                                                       |  | $                 | 542,564   
|                                                                            |  |                   |           
|Supplemental disclosures of cash flow information:                          |  |                   |           
|Cash paid for interest                                                      |  | $                 | -         
|Cash paid for taxes                                                         |  | $                 | -         
|                                                                            |  |                   |           
|Supplemental disclosure of non-cash investing and financing activities:     |  |                   |           
|Direct expense to retained earnings for derivative liability                |  | $                 | 975,928   



See accompanying notes to
the consolidated financial statements



F-6





Wizard World, Inc.

December 31, 2010 and 2009

Notes to the Consolidated
Financial Statements



Note 1 - Organization
and Operations



Wizard World, Inc.
(Formerly Goenergy, Inc.)



Wizard World, Inc., formerly
Goenergy, Inc.  (“Wizard World” or the “Company”) was incorporated on May 2, 2001, under the
laws of the State of Delaware.



Kick the Can Corp.



Kicking The Can Corp. was
incorporated on September 20, 2010 under the laws of the State of Nevada.



Kick the Can L.L.C.



Kicking The Can, L.L.C.
was formed on April 17, 2009 under the laws of the State of Delaware.



Wizard Conventions,
Inc.



Wizard Conventions, Inc.
was incorporated on February 28, 1997, under the laws of the State of New York. The Company is a producer of pop culture and live
multimedia conventions across North America that provides a social networking and entertainment venue for popular fiction enthusiasts
of movies, TV shows, video games, technology, toys, social networking/gaming platforms, comic books and graphic novels.



Acquisition of Kick
the Can Corp./ Wizard Conventions, Inc.



On December 7, 2010, the
Company entered into and consummated a share exchange agreement with successor, Kick the Can Corp (“KTC Corp.”) and
its predecessors Wizard Conventions, Inc. and Kicking The Can, L.L.C. (“Conventions”).  Pursuant to the Exchange
Agreement, the Company issued 32,927,596 shares of its Common Stock to the KTC Corp. Shareholders in exchange for 100% of the issued
and outstanding shares of KTC Corp.  The transaction has been treated as a reverse acquisition with Kick the Can Corp.
deemed the accounting acquirer and the Company deemed the accounting acquiree under the purchase method of accounting in accordance
with section 805-10-55 of the FASB Accounting Standards Codification. The reverse merger is deemed a capital transaction and the
net assets of Kick the Can Corp. (the accounting acquirer) are carried forward to the Company (the legal acquirer and the reporting
entity) at their carrying value before the combination.  The acquisition process utilizes the capital structure of the
Company and the assets and liabilities of Kick the Can Corp. which are recorded at historical cost.  The equity of the
Company is the historical equity of Kick the Can Corp. retroactively restated to reflect the number of shares issued by the Company
in the transaction.  Because of the predecessor/successor relationship between the Company and Kick the Can Corp, Conventions
ultimately became the accounting acquirer.



Note 2 - Summary of Significant
Accounting Policies



Basis of Presentation



The Company’s consolidated
financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America
(“U.S. GAAP”).



Principles of Consolidation



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

F-7







|Entity                   |  | Reporting period ending date(s) and reporting period(s)                                                                                     
|------------------------ |  | --------------------------------------------------------------------------------------------------------------------------------------------
|                         |  |                                                                                                                                             
|The Company              |  | As of December 31, 2010 and 2009 and for the years then ended                                                                               
|                         |  |                                                                                                                                             
|KTC Corp.                |  | As of December 31, 2010 and for the period September 20, 2010 (Inception) to December 31, 2010                                              
|                         |  |                                                                                                                                             
|Kicking the Can L.L.C.   |  | As of December 31, 2010 and 2009 and for the year ended December 31, 2010 and for the period April 17, 2009 (Inception) to December 31, 2009
|                         |  |                                                                                                                                             
|Wizard Conventions, Inc. |  | As of December 31, 2010 and 2009 and for the years then ended                                                                               



All inter-company balances
and transactions have been eliminated.



Use of Estimates and
Assumptions



The preparation of financial
statements in conformity with accounting principles generally accepted in the United States of America 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 date of the financial statements and the reported amounts of revenues and expenses during the reporting period.



The Company’s significant
estimates and assumptions include the fair value of financial instruments; the carrying value, recoverability and impairment, if
any, of long-lived assets, including the values assigned to deposits and construction in progress, income tax rate, income tax
provision, allowance of deferred tax assets and the assumption that the Company will continue as a going concern.  Those
significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to
those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.



Management bases its estimates
on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of
which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from
other sources.



Management regularly reviews
its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable
assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ
from those estimates.



Fair Value of Financial
Instruments



The Company follows paragraph
825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph
820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of
its financial instruments. Paragraph 820-10-35-37 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, Paragraph 820-10-35-37 establishes a fair value
hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  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.  The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37
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 observable 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.

F-8





The carrying amount of the
Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value
because of the short maturity of those instruments.  The Company’s convertible preferred stock and warrants approximate
the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the
Company for similar financial arrangements at December 31, 2010 and 2009.



The Company uses Level 3
of the fair value hierarchy to measure the fair value of the derivative liabilities and revalues its derivative warrant liability
at every reporting period and recognizes gains or losses in the consolidated statements of operations and comprehensive income
(loss) that are attributable to the change in the fair value of the derivative warrant liability.



Financial assets and liabilities
measured at fair value on a recurring basis are summarized below and disclosed on the consolidated balance sheets:



|                                                       |  |                        |           |  | Fair Value Measurement Using |  
|------------------------------------------------------ |  | ---------------------- | --------- |  | ---------------------------- | -
|                                                       |  | Carrying
        Value |           |  | Level 1                      |  
|                                                       |  |                        |           |  |                              |  
|Derivative conversion features and warrant liabilities |  | $                      | 2,260,571 |  |                              | $



The table below provides
a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured
at fair value on a recurring basis using significant unobservable inputs (Level 3) during the year  ended December 31,
2010:



|                                                                 |  | Fair Value Measurement Using
        Level 3 Inputs |          
|---------------------------------------------------------------- |  | --------------------------------------------------- | ---------
|                                                                 |  | Derivative
        warrants                         |          
|                                                                 |  |                                                     |          
|Balance, December 31, 2009                                       |  | $                                                   | -        
|Total gains or losses (realized/unrealized) included in net loss |  |                                                     | -        
|Purchases, issuances and settlements                             |  |                                                     | 2,260,571
|Transfers in and/or out of Level 3                               |  |                                                     | -        
|Balance, December 31, 2010                                       |  | $                                                   | 2,260,571



Carrying Value, Recoverability
and Impairment of Long-Lived Assets



The Company has adopted
paragraph 360-10-35-17 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived
assets, which include property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable.



The Company assesses the
recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived
asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment,
if any, is based on the excess of the carrying amount over the fair value of those assets.  Fair value is generally determined
using the asset’s expected future discounted cash flows or market value, if readily determinable.  If long-lived
assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally
estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.



The Company considers the
following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance
or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the
manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or
changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased
competitive pressures; and (v) regulatory changes.  The Company evaluates acquired assets for potential impairment
indicators at least annually and more frequently upon the occurrence of such events.



The impairment charges,
if any, are included in operating expenses in the accompanying statements of operations.



F-9







Cash Equivalents



The Company considers all
highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.



Accounts Receivable
and Allowance for Doubtful Accounts



Accounts receivable are
recorded at the invoiced amount, net of an allowance for doubtful accounts.  The Company follows paragraph 310-10-50-9
of the FASB Accounting Standards Codification to estimate the allowance for doubtful accounts.  The Company performs
on-going credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current
credit worthiness, as determined by the review of their current credit information; and determines the allowance for doubtful accounts
based on historical write-off experience, customer specific facts and economic conditions.



Outstanding account balances
are reviewed individually for collectability.  The allowance for doubtful accounts is the Company’s best estimate
of the amount of probable credit losses in the Company’s existing accounts receivable. Bad debt expense is included in general
and administrative expenses, if any.  Pursuant to paragraph 310-10-50-2 of the FASB Accounting Standards Codification
account balances are charged off against the allowance after all means of collection have been exhausted and the potential for
recovery is considered remote.  The Company has adopted paragraph 310-10-50-6 of the FASB Accounting Standards Codification
and determine when receivables are past due or delinquent based on how recently payments have been received.



The Company does not have
any off-balance-sheet credit exposure to its customers.



Property and  Equipment



Property and equipment is
recorded at cost. Expenditures for major additions and betterments are capitalized.  Maintenance and repairs are charged
to operations as incurred. Depreciation of property and equipment is computed by the straight-line method (after taking into account
their respective estimated residual values) over the assets estimated useful life of three (3) to five (5) years.  Upon
sale or retirement of furniture and equipment, the related cost and accumulated depreciation are removed from the accounts and
any gain or loss is reflected in statements of operations.



Derivative Instruments



The Company evaluates its
convertible debt, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify
as derivatives to be separately accounted for in accordance with Paragraph 810-10-05-4 of the Codification and Paragraph 815-40-25
of the Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market
each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in
fair value is recorded in the consolidated statements of operations as other income or expense. Upon conversion or exercise of
a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified
to equity.



In circumstances where the
embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative
instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted
for as a single, compound derivative instrument.



The classification of derivative
instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each
reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified
to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified
in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected
within 12 months of the balance sheet date.



Related Parties



The Company follows subtopic
850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party
transactions.



F-10





Pursuant to Section 850-10-20
the related parties include a. affiliates of the Company; b. entities for which investments in their equity securities would be
required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15,
to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing
trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company;
f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating
policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate
interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties
or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that
one or more of the transacting parties might be prevented from fully pursuing its own separate interests.



The financial statements
shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and
other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation
of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature
of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts
were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to
an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each
of the periods for which income statements are presented and the effects of any change in the method of establishing the terms
from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented
and, if not otherwise apparent, the terms and manner of settlement.



Commitments and Contingencies



The Company follows subtopic
450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of
the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved
when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently
involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company
or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or
unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.



If the assessment of a contingency
indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the
estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that
a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then
the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be
disclosed.



Loss contingencies considered
remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management
does not believe, based upon information available at this time, that these matters will have a material adverse effect on the
Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such
matters will not materially and adversely affect the Company’s business, financial position, and results of operations or
cash flows.



Revenue Recognition



The Company follows paragraph
605-10-S99-1 of the FASB Accounting Standards Codification 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: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services
have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.



Unearned convention revenue
is deposits received for conventions that have not yet taken place.



Income Taxes



The Company accounts for
income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities
are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured
using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are
reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.
Deferred 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 the statements of operations in the period that includes the enactment date.

F-11







The Company adopted section
740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination
of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under
Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not
that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.
The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that
has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance
on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased
disclosures.



The estimated future tax
effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated
balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred
tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary.



Management makes judgments
as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax
liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions.
In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax
jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.



Uncertain Tax
Positions



The Company did not take
any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions of Section
740-10-25 for the period from October 14, 2010 (inception) through December 31, 2010.



Net Loss per Common
Share



Net loss per common share
is computed pursuant to Section 260-10-45 of the Codification.  Basic net loss per common share is computed by dividing
net loss by the weighted average number of shares of common stock outstanding during the period.  Diluted net loss per
common share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding
shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through
convertible debt, stock options or warrants.



The following table shows
the potentially outstanding dilutive common shares excluded from the diluted net loss per share calculation for the year ended December
31, 2010 and 2009 as they were anti-dilutive:



|                                                     |  | December 31,
        2010 |           |  | December 31,
        2009 | 
|---------------------------------------------------- |  | ------------------------- | --------- |  | ------------------------- | 
|Convertible preferred stock                          |  |                           | 3,877,500 |  |                           | 
|Stock purchase warrants                              |  |                           | 2,000,000 |  |                           | 
|Warrants issued with the convertible preferred stock |  |                           | 976,392   |  |                           | 
|Total                                                |  |                           | 6,853,892 |  |                           | 



Cash Flows Reporting



The Company adopted paragraph
230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according
to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the
indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards
Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating
activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected
future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash
receipts and payments



Subsequent Events



The Company follows the
guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company
will evaluate subsequent events through the date when the financial statements were issued.  Pursuant to ASU 2010-09
of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they
are widely distributed to users, such as through filing them on EDGAR.

F-12







Recently Issued Accounting
Pronouncements



In May 2011, the FASB issued
the FASB Accounting Standards Update No. 2011-04 “Fair Value Measurement” (“ASU 2011-04”).  This
amendment and guidance are the result of the work by the FASB and the IASB to develop common requirements for measuring fair value
and for disclosing information about fair value measurements in accordance with U.S. GAAP and International Financial Reporting
Standards (IFRSs).



This update does not modify
the requirements for when fair value measurements apply; rather, it generally represent clarifications on how to measure and disclose
fair value under ASC 820, Fair Value Measurement,including the following revisions:



| | • | An entity that holds a group of financial assets and financial liabilities whose market risk (that is, interest rate risk, currency risk, or other price risk) and credit risk are managed on the basis of the entity’s net risk exposure may apply an exception to the fair value requirements in ASC 820 if certain criteria are met. The exception allows such financial instruments to be measured on the basis of the reporting entity’s net, rather than gross, exposure to those risks.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | In the absence of a Level 1 input, a reporting entity should apply premiums or discounts when market participants would do so when pricing the asset or liability consistent with the unit of account.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Additional disclosures about fair value measurements.
| | - | -----------------------------------------------------



The amendments in this Update
are to be applied prospectively and are effective for public entity during interim and annual periods beginning after December
15, 2011.



In June 2011, the FASB issued
the FASB Accounting Standards Update No. 2011-05 “Comprehensive Income” (“ASU 2011-05”), which was
the result of a joint project with the IASB and amends the guidance in ASC 220, Comprehensive Income,by eliminating the
option to present components of other comprehensive income (OCI) in the statement of stockholders’ equity. Instead, the new
guidance now gives entities the option to present all non-owner changes in stockholders’ equity either as a single continuous
statement of comprehensive income or as two separate but consecutive statements. Regardless of whether an entity chooses to present
comprehensive income in a single continuous statement or in two separate but consecutive statements, the amendments require entities
to present all reclassification adjustments from OCI to net income on the face of the statement of comprehensive income.



The amendments in this Update
should be applied retrospectively and are effective for public entity for fiscal years, and interim periods within those years,
beginning after December 15, 2011.



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



Note 3 – Going Concern



As reflected in the accompanying
consolidated financial statements, the Company had an accumulated deficit at December 31, 2010 and had a net loss and net cash
used in operating activities for the year then ended, respectively.



While the Company is attempting
to commence operations and generate revenues, the Company’s cash position may not be significant enough to support the Company’s
daily operations.  Management intends to raise additional funds by way of a public or private offering.  Management
believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity
for the Company to continue as a going concern.  While the Company believes in the viability of its strategy to generate
revenues and in its ability to raise additional funds, there can be no assurances to that effect.  The ability of the
Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and
generate revenues.



The consolidated financial
statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.



Note 4 – Furniture
And Equipment



Property and equipment consisted
of the following at December 31, 2010 and December 31, 2009:

F-13







|                               |  | December 31,
        2010 |          |   | December 31,
        2009 |   | Estimated Useful Life
|------------------------------ |  | ------------------------- | -------- | - | ------------------------- | - | ---------------------
|                               |  |                           |          |   |                           |   |                      
|Furniture and fixtures         |  |                           | 47,844   |   |                           |   | 47,844               
|Computer Equipment             |  |                           | 70,662   |   |                           |   | 67,085               
|                               |  |                           |          |   |                           |   |                      
|                               |  |                           | 118,506  |   |                           |   | 114,929              
|Less: Accumulated depreciation |  |                           | (111,699 | ) |                           |   | (104,887             
|                               |  | $                         | 6,807    |   |                           | $ | 10,042               



Depreciation expense



Depreciation expense for
the years ended December 31, 2010 and 2009 was $6,812, and $10,573, respectively.



Note 5 – Related
Party - Notes Payable



The Company has notes payable
to a related party. The notes are secured by all assets of the Company, bear no interest and are due on demand.



Notes payable –
related party at December 31, 2010 and 2009, consisted of the following:



|              |  | December 31, 2010 |        |  | December 31, 2009 |  
|------------- |  | ----------------- | ------ |  | ----------------- | -
|              |  |                   |        |  |                   |  
|Notes payable |  | $                 | 74,983 |  |                   | $
|              |  |                   |        |  |                   |  
|              |  | $                 | 74,983 |  |                   | $



Note 6 – Stockholders’
Deficit



Series A Cumulative Convertible
Preferred Stock



Immediately after the Share
Exchange, the Company entered into subscription agreements with certain subscribers for the issuance and sale of (i) of $975,928
in Series A Cumulative Convertible Preferred Stock with the rights and preferences set forth in the Certificate of Designation,
convertible into shares of Common Stock at a per share conversion price of $0.40; and (ii) Warrants to purchase shares of Company Common
Stock.



The Company paid $125,500 in
stock issuance costs to complete the convertible preferred stock and warrant raise.



Common Stock



During 2010, the Company issued
investors 13,802,576 shares of the Company’s common stock for cash of $2,734.



To complete the share exchange
agreement, the Company issued 1,760,159 shares of common stock.  The Company did not assume any assets or liabilities
from the legal acquirer.



Warrants



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



|                                 |  | Warrants |           |  | Weighted Average
        Exercise Price |  
|-------------------------------- |  | -------- | --------- |  | --------------------------------------- | -
|                                 |  |          |           |  |                                         |  
|Outstanding – December 31, 2009  |  |          | -         |  |                                         | $
|Exercisable – December 31, 2010  |  |          | -         |  |                                         | $
|Granted                          |  |          | 2,976,392 |  |                                         | $
|Exercised                        |  |          | -         |  |                                         | $
|Forfeited/Cancelled              |  |          | -         |  |                                         | $
|Outstanding – December 31, 2010  |  |          | 2,976,392 |  |                                         | $
|Exercisable –  December 31, 2010 |  |          | 2,976,392 |  |                                         | $



F-14







|Warrants Outstanding            |      |                            | Warrants Exercisable |                                                               
|------------------------------- | ---- | -------------------------- | -------------------- | --------------------------------------------------------------
|                                |      |                            |                      |                                                               
|Range of
        exercise price |      | Number
        Outstanding |                      | Weighted Average Remaining
        Contractual Life (in years)
|$                               | 0.40 |                            | 2,976,392            |                                                               



At December 31, 2010 and 2009,
the total intrinsic value of warrants outstanding and exercisable was $0 and $0, respectively.



Note 7 - Commitments and
Contingencies



Litigations, Claims and
Assessments



From time to time, the Company
may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation
is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm
its business. The Company is currently not aware of any such legal proceedings or claims that they believe will have, individually
or in the aggregate, a material adverse affect on its business, financial condition or operating results.



Note 8 – Income
Tax



Deferred Tax Assets



At December 31, 2010, the
Company has available for federal income tax purposes a net operating loss (“NOL”) carry-forwards of $532,504 that
may be used to offset future taxable income through the fiscal year ending December 31, 2030.  No tax benefit has been
reported with respect to these net operating loss carry-forwards in the accompanying consolidated financial statements since the
Company believes that the realization of its net deferred tax asset of approximately $181,051 was not considered more likely than
not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by a valuation allowance of $181,051.



Deferred tax assets
consist primarily of the tax effect of NOL carry-forwards.  The Company has provided a full valuation allowance on the
deferred tax assets because of the uncertainty regarding its realizability.  The valuation allowance increased approximately
$9,249 and $282,072 for the years ended December 31, 2010 and 2009.



Components of deferred tax
assets as of December 31, 2010 and 2009are as follows:



|                                                    |  | December
                                                                                                              31,
        2010 |          |   | December
                                                                                                              31,
        2009 |  
|--------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------- | -------- | - | --------------------------------------------------------------------------------------------------------------------------------------- | -
|Net deferred tax assets – Non-current:              |  |                                                                                                                                         |          |   |                                                                                                                                         |  
|                                                    |  |                                                                                                                                         |          |   |                                                                                                                                         |  
|Expected income tax benefit from NOL carry-forwards |  | $                                                                                                                                       | 181,051  |   |                                                                                                                                         | $
|Less valuation allowance                            |  |                                                                                                                                         | (181,051 | ) |                                                                                                                                         |  
|Deferred tax assets, net of valuation allowance     |  | $                                                                                                                                       | -        |   |                                                                                                                                         | $



Income Taxes in the
Statements of Operations



A reconciliation of the
federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows:



|                                                                   | Year Ended
        December 31,
        2010 |    |  | Year Ended
        December 31,
        201009 |      
|------------------------------------------------------------------ | -------------------------------------------- | -- |  | ---------------------------------------------- | -----
|                                                                   |                                              |    |  |                                                |      
|Federal statutory income tax rate                                  | 34.0                                         | %  |  |                                                | 34.0 
|Change in valuation allowance on net operating loss carry-forwards | (34.0                                        | )% |  |                                                | (34.0
|Effective income tax rate                                          | 0.0                                          | %  |  |                                                | 0.0  



F-15





Note 9 – Subsequent
Events



Stock Subscription Agreements



On December 21, 2011, Wizard
World, entered into a stock subscription agreement with one investor, the Michael Mathews 2011 Children’s GRAT (the “Trust”).  Michael
Mathews is the Company’s Chairman.  Pursuant to the terms of the Agreement, the Company issued 357,143
shares of the Company’s common stock, par value $0.001 per share, at a per share subscription price of $0.70 per share, for
a total subscription price of $250,000.



On December 6, 2011, Wizard
World entered into stock subscription agreements with accredited investors, for the issuance and sale of an aggregate of $325,000
in Senior Convertible Debentures.  The Debentures bear interest at a rate of six percent (6%) per annum and have a maturity
date of February 28, 2012. The Company, at its option, shall have the right to prepay a portion or all outstanding principal of
the Debentures prior to the Maturity Date without penalty.  The Debentures are mandatorily convertible into shares of
the Company’s Series A Cumulative Convertible Preferred Stock, par value $0.0001, with a per share conversion price of $0.40
per share, upon a private placement of the Company of a minimum of $500,000 of Series A Preferred.  Additionally, at
the option of the Subscribers, the Debentures are convertible into shares of Series A Preferred, in whole or in part, at any time
between the original issue date of the Debentures and the Maturity Date, unless previously repaid by the Company or mandatorily
converted into Series A Preferred.



On August 19, 2011, Wizard
World entered into stock subscription agreements with certain investors in connection with an offering of up to $455,000 principal
amount of Convertible Promissory Notes.  The Notes accrue interest at an annual rate of 14% and are due four months from
the issuance date.  The Notes are convertible at a per share price of $.60.



In conjunction with the Notes,
each investor was granted a Series A Common Stock Purchase Warrant exercisable for one share of common stock of the Company for
each $2.00 of investment.  The Warrants have a five year term and are exercisable at $.60 per share, which may be paid
via a cashless exercise.



On April 18, 2011, Wizard World
entered into subscription agreements with certain accredited investors for the issuance and sale of (i) an aggregate of $575,000
in Series A Cumulative Convertible Preferred Stock and (ii) Series A Common Stock Purchase Warrants on the basis of one warrant
for every $2.00 of investment.



Employment and Director
Agreements



On May 25, 2011, Wizard World,
Inc. entered into an employment agreement with Mr. Gareb Shamus, President and CEO of the Company.



On May 25, 2011, the Company
also entered into a Director Agreement with Mr. Shamus.  The term of the Director Agreement commences on May 25,
2011 and continues through the Company’s next annual stockholders’ meeting.  However, the Director Agreement may,
at the option of the Board, be automatically renewed on such date that Mr. Shamus is re-elected to the Board.



For Mr. Shamus’ service
on the Board, he received, upon execution of the Director Agreement, and in accordance with a Non-Qualified Stock
Option Agreement, entered into as of May 25, 2011, by and between the Company and Mr. Shamus, a non-qualified stock option to purchase
up to one hundred and fifty thousand (150,000) shares of the Company’s common stock, par value $.0001 per share, at an exercise
price per share equal to the closing price of the Company’s Common Stock on the execution date of the Director Agreement.  The
option is exercisable for a period of five years and vests 33% annually over a period of three (3) years, pro-rated for the number
of days Mr. Shamus served on the Board.



On December 1, 2011, Mr. Gareb
Shamus resigned his positions as President, Chief Executive Officer and Director of the Company.



On May 25, 2011, Wizard World
entered into a Director Agreement with Mr. John D. Maatta in connection with his appointment to the Board of Directors of the Company. 
The term of the Director Agreement commences on May 25, 2011 and continues through the Company’s next annual stockholders’
meeting.  However, the Director Agreement may, at the option of the Board, be automatically renewed on such date that Mr.
Maatta is re-elected to the Board.

F-16







Mr. Maatta received, upon execution
of the Director Agreement and pursuant to a Non-Qualified Stock Option Agreement, entered into as of May 25, 2011, by and between
the Company and Mr. Maatta, a non-qualified stock option to purchase up to one hundred and fifty thousand (150,000) shares of the
Company’s common stock, par value $.0001 per share, at an exercise price per share equal to the closing price of the Company’s
Common Stock on the execution date of the Director Agreement.  The option is exercisable for a period of five years
and vests in equal amounts over a period of three (3) years at the rate of twelve thousand five hundred (12,500) shares per fiscal
quarter at the end of such quarter, commencing in the quarter ending July 31, 2011, and pro-rated for the number of days Mr. Maatta
served on the Board during such fiscal quarter.  Notwithstanding the foregoing, if Mr. Maatta ceases to be a member of
the Board at any time during the three (3)-year vesting period for any reason (such as resignation, withdrawal, death, disability
or any other reason), then any un-vested options shall be irrefutably forfeited.



On May 13, 2011, Wizard World
entered into a Director Agreement with Mr. John Macaluso in connection with his appointment to the Board of Directors of the Company. 
The term of the Director Agreement is from May 13, 2011 through the Company’s next annual stockholders’ meeting. 
The Director Agreement may, at the option of the Board, be automatically renewed on such date that Mr. Macaluso is re-elected to
the Board.



Mr. Macaluso received, upon
execution of the Director Agreement and pursuant to a Non-Qualified Stock Option Agreement, entered into as of May 13, 2011, by
and between the Company and Mr. Macaluso, a non-qualified stock option to purchase up to one hundred and fifty thousand (150,000)
shares of the Company’s common stock, par value $.0001 per share, at an exercise price per share equal to the closing
price of the Company’s Common Stock on the execution date of the Director Agreement.  The option is exercisable
for a period of five years and vests in equal amounts over a period of three (3) years at the rate of twelve thousand five hundred
(12,500) shares per fiscal quarter at the end of such quarter, commencing in the quarter ending July 31, 2011, and pro-rated for
the number of days Mr. Macaluso served on the Board during such fiscal quarter.  Notwithstanding the foregoing,
if Mr. Macaluso ceases to be a member of Board at any time during the three (3) year vesting period for any reason (such as resignation,
withdrawal, death, disability or any other reason), then any un-vested options shall be irrefutably forfeited.



On May 9, 2011, Wizard World
entered into a Director Agreement, made as of May 9, 2011, with Mr. Greg Suess in connection with his appointment to the Board
of Directors of the Company.  The term of the Director Agreement is from May 9, 2011 through the Company’s next annual
stockholders’ meeting.  The Director Agreement may, at the option of the Board, be automatically renewed on such date
that Mr. Suess is re-elected to the Board.



Mr. Suess received, upon execution
of the Director Agreement, a non-qualified stock option to purchase up to one hundred and fifty thousand (150,000) shares of the
Company’s common stock at an exercise price per share equal to the closing price of the Company’s common stock on the
execution date of the Director Agreement.  The option  is exercisable for a period of five years and vests
in equal amounts over a period of three (3) years at the rate of twelve thousand five hundred (12,500) shares per fiscal quarter
at the end of such quarter, commencing in the quarter ending July 31, 2011, and pro-rated for the number of days Mr. Suess served
on the Board during the fiscal quarter.  Notwithstanding the foregoing, if Mr. Suess ceases to be a member of the Board
at any time during the three (3) year vesting period for any reason (such as resignation, withdrawal, death, disability or any
other reason), then any un-vested options shall be irrefutably forfeited.



On March 23, 2011, Wizard World
entered into a Director Agreement with Michael Mathews, pursuant to which Mr. Mathews was appointed Chairman of the Company’s
board of directors.  The term of the Director Agreement is from March 23, 2011 through the Company’s next annual stockholders’
meeting.  The Director Agreement may, at the option of the Board, be automatically renewed on such date that Mr. Mathews is
re-elected to the Board.  Under the Director Agreement, Mr. Mathews shall be paid a quarterly stipend of twenty thousand dollars
($20,000).



On March 23, 2011, the Company
entered into a Consulting Agreement with Mr. Mathews pursuant to which Mr. Mathews will, among other things, develop a digital
platform for the Company and establish digital planning systems that will include all forms of digital media and social, search,
content, and video applications.  The term of the Consulting Agreement is for a four (4) year period. As compensation
for his services, Mr. Mathews shall receive, with the first issuance of 250,000 shares occurring on March 23, 2011, one million
(1,000,000) restricted shares of the Company’s common stock, issuable in four yearly installments.



On January 14, 2011, the directors
of the Company approved by unanimous written consent and the stockholders of the Company holding a majority in interest of the
Company’s voting equity approved by written consent the appointment of Mr. Vadim Mats as a member of the Board of Directors
of the Company, effective as of January 14, 2011.

F-17







Equity Incentive Plan



On May 9, 2011, the Board of
Directors of Wizard World approved, authorized and adopted (subject to stockholder approval) the 2011 Incentive Stock and Award
Plan (the “Plan”). The Plan provides for the issuance of up to 3,000,000shares of common stock, par
value $.0001 per share (the “Common Stock”), of the Company through the grant of non-qualified options (the
“Non-qualified Options”), incentive options (the “Incentive Options” and together with the
Non-qualified Options, the “Options”) and restricted stock (the “Restricted Stock”) to directors,
officers, consultants, attorneys, advisors and employees.



The 2011 Award Plan shall be
administered by a committee consisting of two or more independent, non-employee and outside directors (the “Committee”).
In the absence of such a Committee, the Board of the Company shall administer the Plan.



Each Option shall contain the
following material terms:



(i) the exercise price,
which shall be determined by the Committee at the time of grant, shall not be less than 100% of the Fair Market Value (defined
as the closing price on the final trading day immediately prior to the grant on the principal exchange or quotation system on which
the Common Stock is listed or quoted, as applicable) of the Common Stock of the Company, provided that if the recipient
of the Option owns more than ten percent (10%) of the total combined voting power of the Company, the exercise price shall be at
least 110% of the Fair Market Value;



(ii) the term of each
Option shall be fixed by the Committee, provided that such Option shall not be exercisable more than five (5) years after
the date such Option is granted, and provided further that with respect to an Incentive Option, if the recipient owns more
than ten percent (10%) of the total combined voting power of the Company, the Incentive Option shall not be exercisable more than
five (5) years after the date such Incentive Option is granted;



(iii) subject to acceleration
in the event of a Change of Control of the Company (as further described in the Plan), the period during which the Options vest
shall be designated by the Committee or, in the absence of any Option vesting periods designated by the Committee at the time of
grant, shall vest and become exercisable in equal amounts on each fiscal quarter of the Company through the four (4) year anniversary
of the date on which the Option was granted;



(iv) no Option is transferable
and each is exercisable only by the recipient of such Option except in the event of the death of the recipient; and



(v) with respect to Incentive
Options, the aggregate Fair Market Value of Common Stock exercisable for the first time during any calendar year shall not exceed
$100,000.



Each award of Restricted Stock
is subject to the following material terms:



(i) no rights to an
award of Restricted Stock is granted to the intended recipient of Restricted Stock unless and until the grant of Restricted Stock
is accepted within the period prescribed by the Committee;



(ii) Restricted Stock
shall not be delivered until they are free of any restrictions specified by the Committee at the time of grant;



(iii) recipients of Restricted
Stock have the rights of a stockholder of the Company as of the date of the grant of the Restricted Stock;



(iv) shares of Restricted
Stock are forfeitable until the terms of the Restricted Stock grant have been satisfied or the employment with the Company is terminated;
and



(v) the Restricted Stock
is not transferable until the date on which the Committee has specified such restrictions have lapsed.



F-18