Kartoon Studios, Inc. — Capital/Financing Update 2021

Feb 6, 2021

CORRESP 1 filename1.htm

Genius Brands International, Inc.

190 N. Canon Drive, 4th Fl.

Beverly Hills, CA 90210

February 5, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

Re:
Registration
Statement on Form S-3
Filed on February
2, 2021
File No. 333-252670
Acceleration Request

Ladies and Gentlemen:

Pursuant to Rule 461 of the Rules and Regulations promulgated under the Securities Act of 1933, as amended, Genius Brands International, Inc. (the “Company”) hereby requests that the effectiveness of the above-captioned Registration Statement on Form S-3 be accelerated to Tuesday, February 9, 2021, at 4:30 p.m., Eastern Time, or as soon as thereafter practicable.

The cooperation of the staff in meeting the timetable described above is very much appreciated.

Any questions should be addressed to Jeffrey Schultz, Esq., at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Chrysler Center, 666 Third Avenue, New York, New York 10017, telephone (212) 692-6732.

Thank you very much.

Very truly yours,

GENIUS BRANDS INTERNATIONAL, INC.

/s/ Andy Heyward

By: Andy Heyward

Title: Chief Executive Officer

cc:
Daniel Morris
Genius Brands International, Inc.
Bob Denton, Chief Financial Officer
Michael Jaffa, Chief Operating Officer
Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, P.C.
Jeffrey P. Schultz, Esq.