GENIUS BRANDS INTERNATIONAL, INC.
9401 Wilshire Blvd, #608
Beverly Hills, CA 90212
July 17, 2014
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-5010
Attn: Justin Dobbie
Re: | Genius Brands International, Inc. |
Registration Statement on Form S-1 | |
File No. 333-196813 |
Ladies and Gentlemen:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Genius Brands International, Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective at 4:00 p.m., Eastern Time, on July 21, 2014, or as soon thereafter as possible.
The Company hereby acknowledges the following:
· | that should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
· | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
· | the Company may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Genius Brands International, Inc.
By: /s/ Andrew Heyward
Name: Andrew Heyward
Title: Chairman and CEO