SecProbe.io

Mail Stop 3561
December 12, 2017

Andy Heyward
Chief Executive Officer
Genius Brands International, Inc.
301 N. Canon Drive, Suite 305
Beverly Hill, CA 90210

Re: Genius Brands International, Inc.
  Registration Statement on Form S-1
Filed  November 20, 2017
  File No.  333-221683

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 .  If you do not believe our com ments 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, w e may have  additional comments.

Selling Security Holders, page 19

1. Please revise your selling security holders table on page 19 to clarify the number of
shares beneficially owned prior to the offering .  For example, if the number of shares of
common sto ck beneficially owned prior to the offering does not include the shares of
common stock being offered under this registration statement , please provide related
clarifying disclosure in this section .

2. In addition, please revise your selling security holders table  to clarify the number of
shares of common stock beneficially owned after the offering .  In that regard, it appears
that you have included the shares of common stock to be offered in this registration
statement in the column “Number of Shares of Common Stock Beneficially Owned After
Offering.”  It is also not clear how the information in such column relates to the
information under the column “Number of Shares of Common Stock Underlying Options
or Warrants Beneficially Owned After Offering.”

Andy Heyward
Genius Brands International, Inc.
December 12, 2017
Page 2

 Incorporation of Certain Document s by Reference, page 28

3. We note that you have incorporated by reference the filings  listed on page 28 as well as
any documents that you file with the SEC under Section s 13(a), 13(c), 14 or 15(d) after
the date of the prospectu s until the termination of the offering.  However, it appears that
you do not satisfy General Instruction VII.D.1(c) of Form S -1 and are, therefore,
ineligible to use incorporation by reference in your registration statement on Form S -1.
In that regard, i ncorporation by reference is not available for registrants  that d uring the
past three years were  issuers for offerings of penny stock as defined in Rule 3a51 -1 of the
Exchange Act .  Please revise accordingly or advise.

Signatures, page II -6

4. Please revise the second half of your signature page to include the signature of your
principal accounting officer or controller .  To the extent any of the listed signatories are
also signin g in either of the aforementioned capacities , please revise to clarify.  Refer to
Instruction s 1 and 2 to Signatures on Form S -1.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  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 -3584 with any
questions.

Sincerely,

 /s/ Laura Nicholson

 Laura Nicholson
Special Counsel
Office of Transportation and Leisure

cc: Jeffrey P. Schultz, Esq.
 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo P.C.