Sec Form 4/A Filing - KESSLER PAUL L. @ WIZARD BRANDS, INC. - 2020-12-31

FORM 4/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person KESSLER PAUL L. 2. Issuer Name and Ticker or Trading Symbol WIZARD BRANDS, INC. [ WIZDD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 662 N. SEPULVEDA BLVD.,, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2020 (Street) LOS ANGELES, CA90049 4. If Amendment, Date Original Filed (MM/DD/YY) 01/05/2021 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common stock, par value $0.0001 per share 12/31/2020 12/31/2020 P 14,211 D $ 0.61 2,657,721 ( 2 ) I See footnote ( 1 ) ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrant $ 0.25 12/02/2016 12/02/2024 Common Stock 7,000,000 7,000,000 I See footnote ( 3 ) Convertible debenture $ 0.25 12/02/2016 12/31/2022 Common Stock 10,000,000 10,000,000 I See footnote ( 3 ) Options $ 0.25 ( 4 ) ( 4 ) ( 4 ) Common Stock 15,000 15,000 I See footnote ( 4 ) Series A Convertible preferred stock $ 0.25 ( 5 ) 08/03/2020 ( 6 ) Common Stock 3,525,000 3,525,000 D Options $ 0.25 ( 5 ) ( 5 ) ( 5 ) Common Stock 43,250 43,250 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KESSLER PAUL L. 662 N. SEPULVEDA BLVD., SUITE 300 LOS ANGELES, CA90049 X X Signatures /s/ Paul L. Kessler 01/05/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares were purchased by Bristol Investment Fund, Ltd., a Cayman Islands exempted company ("BIF") managed by Bristol Capital Advisors, LLC ("BCA"), a Delaware LLC, of which Mr. Kessler has voting and dispositive power over the shares beneficially owned. ( 2 )The total includes: (i) 2,589,986 shares owned by BIF, (ii) 24,450 shares owned by Bristol Capital, LLC ("BC"), a Delaware LLC of which Mr. Kessler has voting and dispositive power over the shares beneficially owned, (iii) 3,935 shares owned by Paul Kessler IRA Rollover, of which Mr. Kessler has voting and dispositive power over the shares beneficially owned, and (iv) 39,350 shares owned by Bristol Capital Advisors Pension and Profit Sharing, of which Mr. Kessler has voting and dispositive power over the shares beneficially owned. These share numbers reflect the 1-for-20 reverse stock split effectuated by the Issuer on February 27, 2020. ( 3 )In December 2016, BIF purchased from Issuer a $2,500,000 convertible debenture (with conversion price of $0.15) ("Debenture") and warrant to purchase 16,666,667 shares of common stock (with exercise price of $0.15) ("Warrant"). In December 2019, the Debenture's maturity date was extended to December 2021, the Warrant's expiration date was extended to December 2024, the conversion price and exercise price were adjusted to $0.125, and the number of Warrant shares became 20,000,000. BIF transferred 6,000,000 Warrant shares to another investor in December 2019 and retained 14,000,000 Warrant shares. Following a 1-for-20 reverse split in February 2020 and the repricing of the Debenture and Warrant in May 2020, the conversion price and exercise price are $0.25, the number of shares underlying the Debenture is 10,000,000 and the number of shares underlying the Warrant is 7,000,000. In May 2020, the Debenture's maturity date was extended to December 2022. ( 4 )The Issuer has issued stock options for 300,000 shares to BC pursuant to its stock award plans, with an adjusted exercise price of $0.25, expiring on December 29, 2021 as disclosed in the Issuer's 10K report. Following the 1-for-20 reverse stock split, the stock options are for 15,000 shares. ( 5 )The Issuer has issued 88,125 Series A Preferred Shares to Paul Kessler as payment of outstanding debt owed to Mr. Kessler. These Series A shares have a stated value of $10 per share and are convertible into common stock at a price per share of $0.25. The Issuer has also granted options for 865,000 shares to Paul Kessler pursuant to its Stock Incentive and Award Plans, as amended. Following the 1-for-20 reverse stock split, the options are for 43,250 shares with an adjusted exercise price of $0.25. ( 6 )N/A

Remarks: The Reporting Person is filing this Amendment solely to correct his Relationship which inadvertently was incorrect on the Form 4 as filed.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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