SecProbe.io

July 2 , 2014

Via E -mail
Andrew He yward
Chief Executive Officer
Genius Brand International, Inc.
9401 Wilshire Blvd. #608
Beverly Hills, CA 90212

Re: Genius Brands International, Inc.
  Registration Statement on Form S-1
Filed  June 16, 2014
  File No.  333-196813

Dear Mr. Heyward :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.

General

1. We note that you are regis tering the resale of a significant  percentage  of your issued and
outstanding shares of common stock.  Given that the selling shareholders purchased their
shares in a private offering on May 14, 2014, it appears that this may be an indirect
primary offering by the company.  Please identify the selling shareholders as
underwriters on the cover page and throughout (not “may be deemed underwriters”) and
include a fixed sales price to the p ublic for the duration of the offering.  In addition,
please make conforming changes throughout the prospectus.  If you disagree, please
provide us with a detailed analysis for determining that the offering is appropriately
characterized as a  secondary  offering that is eligible to be made pursuant to Rule
415(a)(1)(i) of the Securities Act of 1933.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information t he Securities Act of 193 3 and

Andrew Heyward
Genius Brands International, Inc.
July 2, 2014
Page 2

 all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they h ave made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging 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 fi ling 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 staff comments and 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.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the regi stration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Sonia Bednarowski  at (202) 551 -3666  or me at (202) 551 -3469  with any
questions.

Sincerely,

 /s/ Justin Dobbie

 Justin Dobbie
Legal Branch Chief

cc: Via E -mail
 Harvey J. Kesner, Esq.