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SEC Company Response from Kartoon Studios, Inc. (TOON) (CIK 0001355848) (TOON) — Dec 15, 2016

Kartoon Studios, Inc. (TOON) (CIK 0001355848)
Date: Dec. 15, 2016 · CIK: 0001355848 · Accession: 0001683168-16-000960

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File numbers found in text: 333-214805

Date
December 15, 2016
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 15, 2016

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

Re: Genius Brands International, Inc.

Registration Statement on Form S-3

Filed on November 25, 2016, as amended on December 7, 2016

File No. 333-214805

Acceleration Request

Ladies and Gentleman:

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 Monday, December 19, 2016, at 9:30 a.m. EST, 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.

Very truly yours,
Genius Brands International, Inc.

Show Raw Text
CORRESP
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filename1.htm

Genius Brands International, Inc.

301 N. Canon Drive, Suite 305

Beverly Hills, CA 90210

December 15, 2016

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

    Re:
    Genius Brands International, Inc.

    Registration Statement on Form S-3

    Filed on November 25, 2016, as amended on December 7, 2016

    File No. 333-214805

    Acceleration Request

Ladies and Gentleman:

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 Monday, December 19,
2016, at 9:30 a.m. EST, 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.

Very truly yours,

Genius Brands International, Inc.

/s/ Andrew Heyward

Andrew Heyward

Chief Executive Officer

cc:   Securities and Exchange Commission

Justin Dobbie, Legal Branch Chief

Sonia Bednarowski

Julie Griffith

Genius Brands International,
Inc.

Rebecca D. Hershinger, Chief Financial
Officer

Gregory B. Payne, Executive Vice
President – Legal/Business Affairs

Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.

Kenneth R. Koch, Esq.