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SEC Company Response from Kartoon Studios, Inc. (TOON) (CIK 0001355848) (TOON) — Dec 23, 2015

Kartoon Studios, Inc. (TOON) (CIK 0001355848)
Date: Dec. 23, 2015 · CIK: 0001355848 · Accession: 0001019687-15-004626

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File numbers found in text: 333-208540

Date
December 29, 2015
Author
Andrew Heyward
Form
CORRESP
Company
Kartoon Studios, Inc. (TOON) (CIK 0001355848)

Letter

Genius Brands International, Inc.

301 N. Canon Drive, Suite 305

Beverly Hills, CA 90210

December 23,

EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Genius Brands International, Inc.

Registration Statement on Form S-1

File No. 333-208540

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 December 29, 2015, 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: Chief Executive Officer

Show Raw Text
CORRESP
1
filename1.htm

Genius Brands International, Inc.

301 N. Canon Drive, Suite 305

Beverly Hills, CA 90210

December 23,
2015

EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Genius Brands International, Inc.

    Registration Statement on Form
S-1

    File No. 333-208540

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 December 29, 2015, 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: Chief Executive Officer