SecProbe.io

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December 5, 2025

VIA EDGAR

United States Securities

and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Rebekah Reed

    Re:
    Kartoon Studios, Inc.

    Registration Statement on Form S-1

    Filed November 19, 2025

    File No: 333-291653

Dear Ms. Reed:

Kartoon Studios, Inc. (the “Registrant”)
hereby requests that the effective date of the above-referenced Registration Statement (the “Registration Statement”)
on Form S-1 (File No. 333-291653), be accelerated by the U.S. Securities and Exchange Commission (the “Commission”)
to become effective on Tuesday, December 9, 2025, at 5:00 p.m., Eastern Time, or as soon as reasonably practicable thereafter.

The Registrant understands
that the Staff of the Commission will consider this request as confirmation by the Registrant that it is aware of its responsibilities
under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement.

The Registrant hereby authorizes Leslie Marlow and
Melissa Palat Murawsky of Blank Rome LLP to orally modify or withdraw this request for acceleration. Please contact Ms. Marlow at (212)
885-5358 or Ms. Murawsky at (215) 569-5732 with any questions you may have concerning this request, and please notify either of them when
this request for acceleration has been granted.

    Very truly yours,

    KARTOON STUDIOS, INC.

    By:
    /s/ Andy Heyward

    Name:
    Andy Heyward

    Title:

    Chairman and

    Chief Executive Officer

cc:   Leslie Marlow, Blank Rome LLP

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Roth Capital Partners, LLC

888 San Clemente Drive

Newport Beach, CA 92660

December 16, 2024

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Kartoon Studios, Inc. (the “Company”)

    Registration Statement on Form S-1 (File No.
    333-282385)

Ladies and Gentlemen:

In connection with the above-captioned
registration statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Roth Capital Partners,
LLC, as placement agent, hereby joins in the request of the Company that the effective date of such registration statement be accelerated
to 5:00 p.m. (Eastern time) on Monday, December 16, 2024, or as soon thereafter as practicable.

In making this
request the undersigned acknowledges that it is aware of its obligations under the Act as they relate to the public offering of securities
pursuant to the registration statement.

[Signature Page Follows]

Very truly yours,

ROTH CAPITAL PARTNERS, LLC,

  By: _/s/ Aaron M. Gurewitz______

  Name:
  Aaron M. Gurewitz

  Title:
  President & Head of Investment Banking

      2

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December 16, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Cara Wirth

    Re:
    Kartoon Studios, Inc.

    Registration Statement on Form S-1

    Filed September 27, 2024, as amended

    File No: 333-282385

Dear Ms. Wirth:

Kartoon Studios, Inc. (the
“Registrant”) hereby requests that the effective date of the above-referenced Registration Statement on Form S-1 (File
No. 333-282385), be accelerated by the U.S. Securities and Exchange Commission (the “Commission”) to become effective
on Monday, December 16, 2024, at 5:00 p.m., Eastern Time, or as soon as reasonably practicable thereafter.

The Registrant understands
that the Staff of the Commission will consider this request as confirmation by the Registrant that it is aware of its responsibilities
under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement.

The Registrant hereby authorizes
Leslie Marlow of Blank Rome LLP to orally modify or withdraw this request for acceleration. Please contact Ms. Marlow at (516) 457-4238
with any questions you may have concerning this request, and please notify Ms. Marlow when this request for acceleration has been granted.

    Very truly yours,

    KARTOON STUDIOS, INC.

    By:
    /s/ Andy Heyward

    Name:
    Andy Heyward

    Title:

    Chairman and

    Chief Executive Officer

cc:   Leslie Marlow, Blank Rome LLP

September 30, 2024
Andy Heyward
Chief Executive Officer
Kartoon Studios, Inc.
190 N. Canon Drive, 4th FL
Beverly Hills, CA 90210
Re:Kartoon Studios, Inc.
Registration Statement on Form S-1
Filed September 27, 2024
File No. 333-282385
Dear Andy Heyward:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Cara Wirth at 202-551-7127 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Melissa Palat Murawsky

August 20, 2024
Brian Parisi
Chief Financial Officer
Kartoon Studios, Inc.
190 N. Canon Drive, 4th Floor
Beverly Hills, CA 90210
Re:Kartoon Studios, Inc.
Form 10-K for the Year Ended December 31, 2023
File No. 001-37950
Dear Brian Parisi:
            We have completed our review of your filings. 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.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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VIA EDGAR                                August 14, 2024

Ms. Nasreen Mohammed

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C.  20549

Re:     Kartoon Studios, Inc.

Form 10-K for the Year Ended December 31, 2023

File No. 001-37950

Dear Ms. Nasreen Mohammed:

This letter sets forth the responses of Kartoon Studios, Inc.  (“we,” “us” or the “Company”) to the comments of the staff (the “Staff”) of the Securities and Exchange Commission with regard to the Form 10-K for the fiscal year ended December 31, 2023.  The Staff’s comments were provided to the Company in a letter dated August 8, 2024.  For the convenience of the Staff, the text of the comment is reproduced in its entirety followed by our response.

Form 10-K for the Year Ended December 31, 2023

Item 9A. Controls and Procedures, page 38

1.     We note your response to prior comment 1. SEC Release No. 33-8238 Section II, D states

“[w]e agree that some components of internal control over financial reporting will be included in disclosure controls and procedures for all companies. In particular, disclosure controls and procedures will include those components of internal control over financial reporting that provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles". The nature of your material weakness led to an inappropriate

application of generally accepted accounting principles and thus a restatement. Per the release noted above, the deficient controls relate to an aspect of internal control over financial reporting that is also a part of disclosure controls and procedures. Please revise to conclude that your disclosure controls and procedures were not effective, or further explain.

Based on comments received from the Staff, the Company has re-evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2023 and as of March 31, 2024. Based on each such re-evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2023 or March 31, 2014, at the reasonable assurance level due to material weaknesses in our internal control over financial reporting previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. As discussed with Ms. Mohammed, the Company has added disclosure to its Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 that its disclosure controls and procedures were not effective as of December 31, 2023 and March 31, 2023 at the reasonable assurance level due to the weakness in internal controls disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

In accordance with your letter and comment, we acknowledge the Company is responsible for the adequacy and accuracy of the disclosures in its filings, Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

Brian Parisi

Chief Financial Officer

August 8, 2024
Brian Parisi
Chief Financial Officer
Kartoon Studios, Inc.
190 N. Canon Drive, 4th Floor
Beverly Hills, CA 90210
Re:Kartoon Studios, Inc.
Form 10-K for the Year Ended December 31, 2023
Response dated July 23, 2024
File No. 001-37950
Dear Brian Parisi:
            We have reviewed your July 23, 2024 response to our comment letter and have the
following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless we
note otherwise, any references to prior comments are to comments in our July 1, 2024 letter.
Form 10-K for the Year Ended December 31, 2023
Item 9A. Controls and Procedures, page 38
1.We note your response to prior comment 1. SEC Release No. 33-8238 Section II, D states
“[w]e agree that some components of internal control over financial reporting will be
included in disclosure controls and procedures for all companies. In particular, disclosure
controls and procedures will include those components of internal control over financial
reporting that provide reasonable assurances that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles". The nature of your material weakness led to an inappropriate
application of generally accepted accounting principles and thus a restatement. Per the
release noted above, the deficient controls relate to an aspect of internal control over
financial reporting that is also a part of disclosure controls and procedures. Please revise
to conclude that your disclosure controls and procedures were not effective, or further
explain.

August 8, 2024
Page 2
            Please contact Nasreen Mohammed at 202-551-3773 or Joel Parker at 202-551-3651 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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VIA EDGAR                                July 23, 2024

Ms. Nasreen Mohammed

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C.  20549

Re:     Kartoon Studios, Inc.

Form 10-K for the Year Ended December 31, 2023

File No. 001-37950

Dear Ms. Nasreen Mohammed:

This letter sets forth the responses of Kartoon Studios, Inc.  (“we,” “us” or the “Company”) to the comments of the staff (the “Staff”) of the Securities and Exchange Commission with regard to the Form 10-K for the fiscal year ended December 31, 2023.  The Staff’s comments were provided to the Company in a letter dated July 1, 2024.  For the convenience of the Staff, the text of the comment is reproduced in its entirety followed by our response.

Form 10-K for the Year Ended December 31, 2023

Item 9A. Controls and Procedures, page 38

1.     We note that your disclosure controls and procedures were effective for the year ended December 31, 2023. We also note your disclosure that management concluded that your internal control over financial reporting is ineffective as of December 31, 2023. Please clarify how you concluded effective disclosure controls and procedures when you have a material weakness in internal control over financial reporting which led to restatement of your financial statements. Refer to SEC Release No. 33-8238, Final Rule: Management’s Report on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, which states that disclosure controls and procedures will include those components of internal control over financial reporting that provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles. This comment also applies to your disclosures in your Form 10-Q for the quarter ended March 31, 2024.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) Internal Control-Integrated Framework (2013). Based on this assessment, the Company’s management concluded that, as of December 31, 2023, the Company’s internal control over financial reporting was not effective due to the following identified material weaknesses:

•Inadequate design of user access provisioning/deprovisioning controls and inadequate segregation of  duties on certain controls or processes.

•Lack of specialized experts related to income tax areas.

•Inappropriate application of accounting standards related to warrant modifications.

001966.00001/136167861v.7

As a result of the above identified material weaknesses, the Company made two adjustments (the “Adjustments”) to the financial statements included in the Company’s Form 10-K for the fiscal year ended December 31, 2023: (i) the consolidated balance sheet as of December 31, 2022 included a correction of an error identified during the fourth quarter of fiscal 2023 involving a misstatement related to the recording of a deferred tax liability as a further detailed subdivision of Goodwill within purchase accounting; and (ii) the consolidated statement of operations for the year ended December 31, 2023 and the consolidated balance sheet as of December 31, 2023 include the correction of an error identified during the fourth quarter of fiscal 2023 related to an overstatement of expenses associated with a warrant modification in June 2023.

The Company’s management also assessed the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2023 and March 31, 2024. Disclosure controls and procedures include, without limitation, controls and procedures that are designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. In performing such evaluation, management considered the impact, if any, that the material weaknesses in its internal control over financial reporting had on its disclosure controls and procedures. While there is substantial overlap between disclosure controls and procedures and internal control over financial reporting, in Section II.D of SEC Release No. 33-8238, Final Rule: Management’s Report on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports (the “Final Rule”) the Staff has recognized that

“in designing their disclosure controls and procedures, companies can be expected to make judgments regarding the processes on which they will rely to meet applicable requirements. In doing so, some companies might design their disclosure controls and procedures so that certain components of internal control over financial reporting pertaining to the accurate recording of transactions (emphasis added) and disposition of assets or to the safeguarding of assets are not included. . . . We therefore believe that while there is substantial overlap between internal control over financial reporting and disclosure controls and procedures, many companies will design their disclosure controls and procedures so that they do not include all components of internal control over financial reporting.”

 In assessing the effectiveness of the Company’s disclosure controls and procedures, management reviewed established SEC guidance on disclosure controls and procedures and the overall design of the Company’s disclosure controls and procedures. The Company has several processes in place that ensure material financial and nonfinancial information required to be disclosed is identified and communicated in a timely manner to appropriate management so that decisions regarding disclosure can be made.  Specifically, the Company’s disclosure controls and procedures include:

•members of the Company’s legal, accounting and financial reporting teams meet at least quarterly to review draft periodic reports sufficiently in advance of the applicable required date of filing;

•regular and ad hoc communications between members of the Company’s legal, accounting and financial reporting teams and senior management to discuss potentially material risks, developments, and trends and their potential impact on the Company’s business;

•review of the Company’s SEC disclosures, including business, MD&A, legal and regulatory, and risk factor disclosures by the senior management team;

•form checks of each SEC filing;

•regular monitoring of changes in SEC reporting requirements and accounting standards by the Company’s legal, accounting and financial reporting teams;

•use of third-party experts for complex transactions; and

•regular meetings of the Company’s audit committee.

001966.00001/136167861v.7

In connection with each of the matters (purchase and tax accounting related to a business combination and the accounting of a warrant modification) which resulted in the Adjustments, the Company complied with its disclosure controls and procedures. In fact, each of the matters which resulted in the Adjustments and led to the determination  that the Company had material weaknesses were each identified by management at the time of each transaction as a  non-routine complex transaction for which management hired outside third-party experts to provide tax, valuation and/or accounting advice related to such transactions. In addition, with respect to the warrant modification, the Company extensively reviewed the relevant accounting with the Company’s previous auditors at the time of the warrant modification in June 2023. In connection with the audit of the Company’s fiscal 2023 financial statements, the Company’s new auditors did not agree with the Company’s accounting treatment of the warrant modification, which was based upon a different interpretation of an accounting standard. The Adjustments to the Company’s financial statements did not result from the failure of disclosure controls allowing for relevant information to be communicated to management and disclosed in the Company’s SEC filings, but rather from the incorrect application of accounting standards to the transactions. As the Final Rule indicates, issuers can be expected to make judgments regarding the processes on which they will rely to meet applicable requirements, and in so doing may design their disclosure controls and procedures such that certain components of internal control over financial reporting pertaining to the accurate recording of transactions are not included in disclosure controls and procedures. As a result, it was within management’s discretion to determine that the Company’s disclosure controls and procedures were effective as of December 31, 2023 and March 31, 2024, despite the presence of the identified material weaknesses. Accordingly, the Company’s management concluded, and still maintains, that its disclosure controls and procedures were effective as of December 31, 2023 and March 31, 2024.

In accordance with your letter and comment, we acknowledge the Company is responsible for the adequacy and accuracy of the disclosures in its filings, Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

Brian Parisi

Chief Financial Officer

001966.00001/136167861v.7

July 1, 2024
Brian Parisi
Chief Financial Officer
Kartoon Studios, Inc.
190 N. Canon Drive, 4th Floor
Beverly Hills, CA 90210
Re:Kartoon Studios, Inc.
Form 10-K for the Year Ended December 31, 2023
File No. 001-37950
Dear Brian Parisi:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Year Ended December 31, 2023
Item 9A. Controls and Procedures, page 38
1.We note that your disclosure controls and procedures were effective for the year ended
December 31, 2023. We also note your disclosure that management concluded that your
internal control over financial reporting is ineffective as of December 31, 2023. Please
clarify how you concluded effective disclosure controls and procedures when you have a
material weakness in internal control over financial reporting which led to restatement of
your financial statements. Refer to SEC Release No. 33-8238, Final Rule: Management’s
Report on Internal Control Over Financial Reporting and Certification of Disclosure in
Exchange Act Periodic Reports, which states that disclosure controls and procedures will
include those components of internal control over financial reporting that provide
reasonable assurances that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles. This
comment also applies to your disclosures in your Form 10-Q for the quarter ended March
31, 2024.

July 1, 2024
Page 2
            In closing, 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.
            Please contact Nasreen Mohammed at 202-551-3773 or Joel Parker at 202-551-3651 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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Kartoon Studios, Inc.

190 N. Canon Drive,
4th Fl.

Beverly Hills, CA 90210

January 16, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

    Re:
    Kartoon Studios, Inc.

    Registration Statement on Form S-3

    Initially filed on July 26, 2023

    File No. 333-273427

    Acceleration Request

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Exchange
Act of 1933, as amended, Kartoon Studios, Inc. (the “Company”) hereby requests that the effectiveness of the above-captioned
Registration Statement on Form S-3 be accelerated to Thursday, January 18, 2024, at 4:30 p.m., Eastern Time, or as soon as thereafter
practicable.

Any questions should be addressed
to Michael S. Lee, Esq., at Reed Smith LLP, 599 Lexington Avenue, New York, New York 10022, telephone (212) 549-0358.

Thank you very much.

Very truly yours,

KARTOON STUDIOS, INC.

 /s/ Michael Jaffa

By: Michael Jaffa

Title: Chief Operating Officer

    cc:
    Securities and Exchange Commission

    Kate Beukenkamp

    Kartoon Studios, Inc.

    Brian Parisi, Chief Financial Officer

    Michael Jaffa, Chief Operating Officer

    Reed Smith LLP

    Michael S. Lee, Esq.

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Kartoon Studios, Inc.

190 N. Canon Drive,
4th Fl.

Beverly Hills, CA 90210

January 3, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

    Re:
    Kartoon Studios, Inc.

    Registration Statement on Form S-3

    Initially filed on December 22, 2023

    File No. 333-276259

    Acceleration Request

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Exchange
Act of 1933, as amended, Kartoon Studios, Inc. (the “Company”) hereby requests that the effectiveness of the above-captioned
Registration Statement on Form S-3 be accelerated to Friday, January 5, 2024, at 4:30 p.m., Eastern Time, or as soon as thereafter practicable.

Any questions should be addressed
to Michael S. Lee, Esq., at Reed Smith LLP, 599 Lexington Avenue, New York, New York 10022, telephone (212) 549-0358.

Thank you very much.

Very truly yours,

KARTOON STUDIOS, INC.

/s/ Andy Heyward

By: Andy Heyward

Title: Chief Executive Officer

    cc:
    Securities and Exchange Commission

    Kate Beukenkamp

    Kartoon Studios, Inc.

    Brian Parisi, Chief Financial Officer

    Michael Jaffa, Chief Operating Officer

    Reed Smith LLP

    Michael S. Lee, Esq.

United States securities and exchange commission logo
January 2, 2024
Andy Heyward
Chief Executive Officer
Kartoon Studios, Inc.
190 N. Canon Drive, 4th Fl.
Beverly Hills , CA 90210
Re:Kartoon Studios, Inc.
Registration Statement on Form S-3
Filed December 22, 2023
File No. 333-276259
Dear Andy Heyward:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Jenna Hough at 202-551-3063 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Michael Lee

United States securities and exchange commission logo
August 3, 2023
Andy Heyward
Chief Executive Officer
Kartoon Studios, Inc.
190 N. Canon Drive, 4th Fl.
Beverly Hills, CA 90210
Re:Kartoon Studios, Inc.
Registration Statement on Form S-3
Filed July 26, 2023
File No. 333-273427
Dear Andy Heyward:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Kate Beukenkamp at 202-551-3861 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Tadashi Okamoto

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Genius Brands International,
Inc.

190 N. Canon Drive, 4th
Fl.

Beverly Hills, CA 90210

May 27, 2022

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-1

  Filed on May 12, 2022

  File No. 333-264870

  Acceleration Request

Ladies and Gentlemen:

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-1 be accelerated to Tuesday, May 31, 2022, at 9:30 a.m.,
Eastern Time, 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.

Thank you very much.

  Very truly yours,

  GENIUS BRANDS INTERNATIONAL, INC.

  /s/ Michael Jaffa

  By: Michael Jaffa

  Title: COO

  cc:
  Securities and Exchange Commission

  Janice Adeloye

  Genius Brands International. Inc

  Bob Denton, Chief Financial
Officer

  Michael Jaffa, Chief Operating Officer

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

  Jeffrey P. Schultz,
Esq.

United States securities and exchange commission logo
May 18, 2022
Michael Jaffa
Chief Operating Officer and General Counsel
Genius Brands International, Inc.
190 N. Canon Drive, 4th Floor
Beverly Hills, CA 90210
Re:Genius Brands International, Inc.
Registration Statement on Form S-1
Filed on May 12, 2022
File No. 333-264870
Dear Mr. Jaffa:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Janice Adeloye at 202-551-3034 or Lilyanna Peyser at 202-551-3222 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
February 5, 2021
Michael Jaffa
General Counsel
Genius Brands International, Inc.
190 N. Canon Drive, 4th Fl.
Beverly Hills, CA 90210
Re:Genius Brands International, Inc.
Registration Statement on Form S-3
Filed February 2, 2021
File No. 333-252670
Dear Mr. Jaffa:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Daniel Morris at (202) 551-3314 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jeffrey Schultz

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Genius
Brands International, Inc.

190 N. Canon
Drive, 4th Fl.

Beverly Hills,
CA 90210

February 5, 2021

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 February
2, 2021

    File No. 333-252670

    Acceleration Request

Ladies and Gentlemen:

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 Tuesday, February 9,
2021, at 4:30 p.m., Eastern Time, 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.

Thank you very much.

Very truly yours,

GENIUS BRANDS INTERNATIONAL, INC.

/s/ Andy Heyward

By: Andy Heyward

Title: Chief Executive Officer

    cc:
    Securities and Exchange Commission

    Daniel Morris

    Genius Brands International, Inc.

    Bob Denton, Chief Financial Officer

    Michael Jaffa, Chief Operating Officer

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

    Jeffrey P. Schultz, Esq.

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Genius Brands International, Inc.

190 N. Canon Drive, 4th Fl.

Beverly Hills, CA 90210

September 11, 2020

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 September 4, 2020

    File No. 333-248623

    Acceleration Request

Ladies and Gentlemen:

Pursuant to Rule 461 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 Tuesday, September 15, 2020, at 4:30
p.m., Eastern Time, or as soon as practicable thereafter.

Thank you very much for your assistance
in this matter.

    Very truly yours,

    GENIUS BRANDS INTERNATIONAL, INC.

    By:  /s/ Andy Heyward

    Name: Andy Heyward

    Title: Chief Executive Officer

     cc:
    Nicholas Lamparski, Securities and Exchange Commission

    Bob Denton, Genius Brands International, Inc.

    Michael Jaffa, Genius Brands International, Inc.

    Lawrence Elbaum, Vinson & Elkins L.L.P.

United States securities and exchange commission logo
September 11, 2020
Michael Jaffa
General Counsel
Genius Brands International, Inc.
190 N. Canon Drive, 4th Floor
Beverly Hills, CA 90210
Re:Genius Brands International, Inc.
Registration Statement on Form S-3
Filed September 4, 2020
File No. 333-248623
Dear Mr. Jaffa:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Nicholas Lamparski at (202) 551-4695 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Lawrence Elbaum

CORRESP
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Genius
Brands International, Inc.

190 N. Canon
Drive, 4th Fl.

Beverly Hills,
CA 90210

July 2, 2020

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 June
26, 2020

File No. 333-239495

Acceleration Request

Ladies and Gentlemen:

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, July 6, 2020,
at 4:30 p.m., Eastern Time, 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.

Thank you very much.

    Very truly yours,

    GENIUS BRANDS INTERNATIONAL, INC.

    /s/ Andy Heyward

    By: Andy Heyward

    Title: Chief Executive Officer

    cc:
    Securities and Exchange Commission

    Katherine Bagley

    Genius Brands International, Inc.

    Bob Denton, Chief Financial Officer

    Michael Jaffa, General Counsel

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

    Jeffrey P. Schultz, Esq.

United States securities and exchange commission logo
June 30, 2020
Andy Heyward
Chief Executive Officer
Genius Brands International, Inc.
190 N. Canon Drive, 4th Fl.
Beverly Hills, CA 90210
Re:Genius Brands International, Inc.
Registration Statement on Form S-3
Filed June 26, 2020
File No. 333-239495
Dear Mr. Heyward:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Katherine Bagley at (202) 551-2545 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jeffrey Schultz

CORRESP
1
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Genius
Brands International, Inc.

190 N. Canon
Drive, 4th Fl.

Beverly Hills,
CA 90210

June 8, 2020

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 June 4, 2020

    File No. 333-238928

    Acceleration Request

Ladies and Gentlemen:

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 Wednesday, June 10,
2020, at 4:00 p.m., Eastern Time, 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.

Thank you very much.

    Very truly yours,

    GENIUS BRANDS INTERNATIONAL, INC.

    /s/ Andy Heyward

    By: Andy Heyward

    Title: Chief Executive Officer

    cc:
    Securities and Exchange Commission

    Cara Wirth

    Genius Brands International, Inc.

    Bob Denton, Chief Financial Officer

    Michael Jaffa, General Counsel

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

    Jeffrey P. Schultz, Esq.

United States securities and exchange commission logo
June 8, 2020
Andy Heyward
Chief Executive Officer
Genius Brands International, Inc.
190 N. Canon Drive, 4th Fl.
Beverly Hills, CA 90210
Re:Genius Brands International, Inc.
Registration Statement on Form S-3
Filed June 4, 2020
File No. 333-238928
Dear Mr. Heyward:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Cara Wirth at (202) 551-7127 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Kenneth Koch, Esq.

CORRESP
1
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Genius Brands International, Inc.

190 N. Canon Drive, 4th Floor

Beverly Hills, CA 90210

February 4, 2020

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-1

    Filed on December 26, 2019, as amended on January 31, 2020

    File No. 333-235709

    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-1 be accelerated to Thursday, February
6, 2020, at 10:00 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/ Andy Heyward

    Andy Heyward

    Chief Executive Officer

    cc:
    Securities and Exchange Commission

    Katherine Bagley

    Genius Brands International, Inc.

    Bob Denton, Chief Financial Officer

    Michael Jaffa, General Counsel

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

    Jeffrey P. Schultz, Esq.

January 23, 2020
Andy Heyward
Chief Executive Officer
Genius Brands International, Inc.
190 N. Canon Drive, 4th Floor
Beverly Hills, CA 90210
Re:Genius Brands International, Inc.
Registration Statement on Form S-3
Filed January 17, 2020
File No. 333-235962
Dear Mr. Heyward:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Jacqueline Kaufman at 202-551-3797 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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Genius Brands
International, Inc.

190 N. Canon Drive, 4th Floor

Beverly Hills, CA 90210

January 24, 2020

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 January 17, 2020

    File No. 333-235962

    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, January 27,
2020, at 10:00 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/ Andy Heyward

Andy Heyward

Chief Executive Officer

    cc:
    Securities and Exchange Commission

    Jacqueline Kaufman

    Genius Brands International, Inc.

    Bob Denton, Chief Financial Officer

    Michael Jaffa, General Counsel

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

    Jeffrey P. Schultz, Esq.

January 3, 2020
Andy Heyward
Chief Executive Officer
Genius Brands International, Inc.
190 N. Canon Drive, 4th Floor
Beverly Hills, CA 90210
Re:Genius Brands International, Inc.
Registration Statement on Form S-1
Filed December 26, 2019
File No. 333-235709
Dear Mr. Heyward:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Katherine Bagley at (202) 551-2545 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Kenneth R. Koch

CORRESP
1
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August 7, 2019

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Genius Brands International, Inc.

Registration Statement on Form S-1 (File No. 333-232762)

Ladies and Gentlemen:

As the underwriter
of the proposed offering of Genius Brands International, Inc. (the “Company”), we hereby join the Company’s
request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 5:15 p.m., Eastern Standard
Time, on August 8, 2019, or as soon thereafter as is practicable.

The undersigned advise
that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    AEGIS CAPITAL CORP.

    By: /s/ David W. Boral

           Name: David W. Boral

            Title: Co- Head of Investment Banking

    By: /s/ Joseph T. Rallo

           Name: Joseph T. Rallo

           Title: Co-Head of Investment Banking

CORRESP
1
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Genius Brands International, Inc.

8383 Wilshire Blvd., Suite 412

Beverly Hills, CA 90211

August 7, 2019

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Genius Brands International, Inc.

Registration Statement on Form S-1

File No. 333-232762

Request for Acceleration

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., a Nevada
corporation (the “Registrant”), hereby respectfully requests that the effective date of the above-captioned registration
statement on Form S-1 (Registration No. 333-232762) be accelerated so that the registration statement may become effective
at 5:15 p.m., Eastern time, on Thursday, August 8, 2019, or as soon thereafter as practicable, or at such later time as the Registrant
may orally request via telephone call to the Staff.

Please call Jeffrey
P. Schultz, Esq. (212-692-6732) of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Registrant, with any comments
or questions regarding this matter.

    Very truly yours,

    Genius Brands International, Inc.

    By: /s/ Andy Heyward

    Name: Andy Heyward

    Title: Chief Executive Officer

 cc: Securities and Exchange Commission

Doug Jones

Genius Brands
International, Inc.

Bob Denton, Chief Financial Officer

Michael Jaffa, General
Counsel

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

Jeffrey P. Schultz, Esq.

Ellenoff Grossman & Schole LLP

Sarah E. Williams, Esq.

Joan W. Adler, Esq.

Zachary D. Blumenthal,
Esq.

July 31, 2019
Michael Jaffa
General Counsel
Genius Brands International, Inc.
301 N. Canon Drive, Suite 305
Beverly Hills, CA 90210
Re:Genius Brands International, Inc.
Registration Statement on Form S-1
Filed July 23, 2019
File No. 333-232762
Dear Mr. Jaffa:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Doug Jones at 202-551-3309 with any questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure
cc:       Jeffrey Schultz

April 18, 2019
Andy Heyward
Chief Executive Officer
Genius Brands International, Inc.
8383 Wilshire Blvd., Suite 412
Beverly Hills, CA 90211
Re:Genius Brands International, Inc.
Registration Statement on Form S-1
Filed April 15, 2019
File No. 333-230856
Dear Mr. Heyward:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Doug Jones at 202-551-3309 with any questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure
cc:       Kenneth R. Koch, Esq.

CORRESP
1
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Genius Brands International, Inc.

8383 Wilshire Blvd., Suite 412

Beverly Hills, CA 90211

April 18, 2019

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-1

    Filed on April 15, 2019

    File No. 333-230856

    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-1 be accelerated to Monday, April 22, 2019,
at 10:00 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/ Andy Heyward

Andy Heyward

Chief
Executive Officer

    cc:
    Securities and Exchange Commission

    Doug Jones

    Genius Brands International, Inc.

    Bob Denton, Chief Financial Officer

    Michael Jaffa, General Counsel

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

    Jeffrey P. Schultz, Esq.

CORRESP
1
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Genius
Brands International, Inc.

131 S. Rodeo
Drive, Suite 250

Beverly Hills,
CA 90212

October 18, 2018

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ms. Sonia Bednarowski

 Re: Genius Brands International, Inc.

    Registration Statement on Form S-3

    Filed September 14, 2018

    File No. 333-227349

Dear Ms. Bednarowski,

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, October 22,
2018, at 9:30 a.m., Eastern Time, 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.

Thank you very much.

    Very truly yours,

    GENIUS BRANDS INTERNATIONAL, INC.

    /s/ Andy Heyward

    By: Andy Heyward

    Title: Chief Executive Officer

 cc: Anne Nguyen Parker, Securities and Exchange Commission

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

CORRESP
1
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        Jeffrey Schultz | 212 692
        6732 | jschultz@mintz.com

        Chrysler Center

        666 Third Avenue

        New York, NY 10017

        212-935-3000

        212-983-3115 fax

        www.mintz.com

October 10, 2018

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Ms. Sonia Bednarowski

    Ms. Anne Nguyen Parker

 Re: Genius Brands International, Inc.

Registration
Statement on Form S-3

Filed September
14, 2018

File No. 333-227349

Ladies and Gentlemen:

We are submitting this
letter on behalf of Genius Brands International, Inc. (the “Company”) in response to the letter dated October
2, 2018 (the “Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”), relating to the above-referenced registration statement on Form S-3 of the Company
initially filed with the Commission on September 14, 2018 (the “Registration Statement”).

For convenient reference,
we have set forth below in italics the Staff’s comment set forth in the Comment Letter. The response is based on information
provided to Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. by representatives of the Company.

Comment:

Given the size of
the offering relative to the number of shares held by non-affiliates and the nature of the offering, the transaction appears to
be a primary offering. Please provide us with your legal analysis as to why the transaction covered by the registration statement
should be regarded as a secondary offering that is eligible to be made on a delayed or continuous basis under Rule 415(a)(1)(i)
of the Securities Act rather than a primary offering where the selling shareholders are actually underwriters selling on behalf
of the issuer. For guidance, please refer to Question 612.09 of the Securities Act Rules Compliance and Disclosure Interpretations.
In addition, to the extent that the transaction is a primary offering, please tell us why you believe you are eligible to register
this transaction as a primary offering on Form S-3 under either General Instruction I.B.1 or I.B.6 to Form S-3.

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

Boston
| London | Los Angeles | New York | San Diego | San Francisco | Washington

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

United States Securities and Exchange Commission

October 10, 2018

Page 2

Response:

We have considered
the factors set forth in Securities Act Rule Compliance and Disclosure Interpretations (“C&DI”) 612.09,
regarding whether a purported secondary offering is really a primary offering in which selling securityholders are acting as underwriters
selling on behalf of an issuer. Based on the factors set forth in C&DI 612.09, the Company respectfully submits that the selling
securityholders are not acting as underwriters or otherwise as a conduit for the Company and that the resale of the 3,600,000 shares
(the “Shares”) of the Company’s common stock to be registered by the Registration Statement is not an
indirect primary offering being conducted by or on behalf of the Company.

On August 17, 2018,
the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors,
pursuant to which the Company agreed to sell (the “Offering”)  (i) an aggregate principal amount of $4.50
million in secured convertible notes, convertible into shares of the Company’s common stock, at a conversion price of $2.50
per share (the “Secured Convertible Notes”) and (ii) warrants to purchase 1,800,000 shares of the Company’s
common stock at an exercise price of $3.00 per share (the “Warrants,” and, together with the Secured Convertible
Notes, the “Securities”). The Company received approximately $4,500,000 in gross proceeds from the Offering.

Section 2(a)(11) of
the Securities Act of 1933, as amended (the “Securities Act”) defines an underwriter as “any person who
has purchased from an issuer with a view to, or offers or sells for an issuer in connection with, the distribution of any security,
or participates or has a direct or indirect participation in any such undertaking, or participates or has a participation in the
direct or indirect underwriting of any such undertaking.” The definition’s phrase “with a view to … distribution”
creates a subjective standard regarding an investor’s intent. As such, it is fact-specific. In determining intent, courts
and the Commission often look to evidence based on objective criteria.

In prior no-action
letters, the Staff has noted that determination of “underwriter” status depends on all of the facts and circumstances
surrounding a particular transaction. The Staff also has stated that institutional investors generally should not be deemed to
be underwriters with regard to the acquisition of large amounts of securities, provided such securities are acquired in the ordinary
course of the investor’s business and that the investor has no arrangement with any person to participate in the distribution
of such securities.

We have analyzed the
factors set forth in C&DI 612.09 and believe that this analysis provides confirmation that the sale of common stock being registered
is appropriately characterized as a transaction that is eligible to be made on a shelf basis under Rule 415(a)(1)(i). The following
is a summary of our analysis of these factors.

How Long the
Selling Securityholders Have Held the Shares. The selling securityholders have owned the Securities since August 17, 2018.
Since the date of acquisition, none of the selling securityholders has sold or converted or exercised, as applicable, any of the
Securities. The selling securityholders have been subject to the full economic and market risks of their entire investment since
the date of the acquisition of the Securities. In addition, the selling securityholders acquired the Securities with no assurance
that the Shares could be sold in a liquid market. In addition, 1,800,000 of the 3,600,000 Shares are issuable upon exercise of
the warrants, which warrants are not exercisable until February 17, 2019, six months following the date of acquisition.

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

United States Securities and Exchange Commission

October 10, 2018

Page 3

The Circumstances
Under Which the Selling Securityholders Received the Shares. The selling securityholders received the Shares in a bona
fide private placement transaction pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act and Regulation
D promulgated thereunder. In connection with the issuance of the Securities, the Company entered into a registration rights agreement
that provided the Company would be obligated to register the resale of the common stock underlying the Securities no later than
November 17, 2018. Such a registration rights agreement is customary in private placements of this nature.

The Purchase Agreement
contains provisions that are relevant to each selling securityholder’s intent to resell the Shares. Each selling securityholder
represented and warranted in the Purchase Agreement that (i) it was acquiring the Securities and Shares as principal for its own
account and not with a view to or for distributing or reselling the Securities or Shares in violation of the Securities Act or
any applicable state securities laws, (ii) it had no arrangement or understanding, directly or indirectly, with any persons to
resell or distribute or regarding the distribution of such Securities or Shares and (iii) it acquired the Securities and the Shares
in the ordinary course of its business. The Company is neither aware of any evidence that would indicate that these representations
were false nor aware of any evidence that the selling securityholders had any plan to act in concert with a third party to effect
a distribution of the Securities or Shares. In addition, the Company is not aware of any evidence that would indicate that a distribution
would occur if the Registration Statement is declared effective.

The selling securityholders
have not entered into any underwriting relationships or arrangements with the Company, have not received any commission or other
payment from the Company in connection with the resale of any of its securities, and the Company will receive no proceeds from
the resale of the Shares, if any, by the selling securityholders. These circumstances are quite distinct from those involving a
primary offering by or on behalf of the Company.

The Relationship
of the Selling Securityholders to the Company. As of the date of the filing of the Registration Statement, the selling
securityholders and their affiliates held of record approximately 11% of the Company’s outstanding common stock. Such ownership
percentage does not take into account the fact that the selling securityholders may not convert their notes or exercise their warrants
if such conversion or exercise, as applicable, would cause their beneficial ownership of the Company’s common stock (excluding
shares underlying any of its unconverted notes and warrants) to exceed 9.99% of the outstanding shares of the Company’s common
stock. Therefore, regardless of the number of shares that the Company is seeking to register for resale by the selling securityholders,
the selling securityholders currently are not and will not become affiliates of the Company as a result of issuances pursuant to
the convertible notes or warrants.

To the best of the
Company’s knowledge, there are no relationships among the selling securityholders.

The selling securityholders
are not acting on behalf of the Company with respect to the Shares, the Company has no contractual, legal or other relationship
with the selling securityholders that would control the timing, nature or amount of their resales of the Shares, and the Company
will receive no proceeds from the sale of the Shares, if any. These facts support the view that the relationship the selling securityholders
have with the Company has been that of a long-term investor, not an underwriter or any other similar primary offering conduit.

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

United States Securities and Exchange Commission

October 10, 2018

Page 4

The Amount of
Shares Involved. As of the date of the filing of the Registration Statement, the Company had 9,130,986 shares of common
stock outstanding, of which 8,128,780 shares were held by persons other than the selling securityholders, affiliates of the Company
and affiliates of the selling securityholders. The Company proposes to register 3,600,000 Shares for resale that are issuable upon
conversion of the secured convertible notes held by the selling securityholders or exercise of the warrants held by the selling
securityholders. None of the Shares being registered for resale are currently outstanding, nor are they included in the amount
outstanding.

Regardless of percentage,
it is important to note that the amount of shares being registered is only one factor cited in C&DI 612.09, and is not controlling.
Securities Act Rules C&DI 612.12 describes a scenario where a holder of well over one-third of the outstanding stock is able
to effect a valid secondary offering. The interpretation states, in relevant part, that:

“A controlling
person of an issuer owns a 73% block. That person will sell the block in a registered ‘at-the-market’ equity offering.
Rule 415(a)(4), which places certain limitations on ‘at-the-market’ equity offerings, applies only to offerings by
or on behalf of the registrant. A secondary offering by a control person that is not deemed to be by or on behalf of the registrant
is not restricted by Rule 415(a)(4).”

In addition, Securities
Act Forms C&DI 216.14 regarding the use of Form S-3 to effect a secondary offering, provides:

“Secondary sales
by affiliates may be made under General Instruction I.B.3 to Form S-3, even in cases where the affiliate owns more than 50% of
the issuer's securities, unless the facts and circumstances indicate that the affiliate is acting as an underwriter or by or on
behalf of the issuer.”

These interpretive
positions make clear that a holder of well in excess of one-third of the public float can effect a valid secondary offering of
its shares unless other facts – beyond the mere level of ownership – indicate that the affiliate is acting as a conduit
for the issuer. Here, no other facts exist to suggest that any of the selling securityholders are acting as a conduit for the issuer.
In light of this, the circumstances support the view that the selling securityholders can effect a valid secondary offering regardless
of the percentage of the currently outstanding common stock the secondary offering represents.

Whether the Selling
Securityholders are in the Business of Underwriting Securities. To the knowledge of the Company, none of the selling securityholders
is in the business of underwriting securities. At no time has any selling stockholder been affiliated with or acted as securities
broker-dealers or representatives thereof. Certain of the selling securityholders are investment funds focused on making equity
and debt, control and non-control investments across broad and diverse industries. Furthermore, as set forth above, each of the
selling securityholders represented at the time of purchase of the Securities and Shares that it had no agreement or understanding
to resell or distribute the Shares.

Whether Under
all Circumstances It Appears the Selling Securityholders are Acting as a Conduit for the Company. The Company will not
receive any of the proceeds from the sale of any of the Shares by the selling securityholders. The selling securityholders have
no underwriting or similar relationships with the Company, and are not in the business of underwriting securities. Each selling
stockholder has represented and warranted that it was acquiring the Securities and Shares as principal for its own account and
not with a view to or for distributing or reselling the Securities or Shares in violation of the Securities Act or any applicable
state securities laws. There is no evidence to suggest that any of the selling securityholders are acting in concert to effect
a coordinated distribution of the Shares. The Company respectfully submits that, in light of all of the circumstances, the selling
securityholders are not acting as an underwriter on behalf of, or as a conduit for, the Company and the proposed resale of the
Shares by the selling securityholders as contemplated by the Registration Statement is appropriately characterized as a secondary
offering that is eligible to be made on a delayed or continuous basis under Rule 415(a)(1)(i) rather than a primary offering.

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

United States Securities and Exchange Commission

October 10, 2018

Page 5

Should the Commission
disagree with the foregoing conclusion, the Company would welcome and appreciate guidance regarding suggested modifications to
the nature or size of the offering in order to proceed as a secondary offering under Rule 415.

We hope that the above
response will be acceptable to the Staff. Please do not hesitate to contact me at 212-692-6732 or jschultz@mintz.com with any comments
or questions regarding this letter. We thank you for your time and attention.

Sincerely,

/s/ Jeffrey Schultz

Jeffrey Schultz

cc:       Genius Brands International, Inc.

Andy Heyward, Chief Executive Officer

Robert L. Denton, Chief Financial Officer

Michael Jaffa, Chief Operating Officer and Executive
Vice President – Legal/Business Affairs

October 2, 2018
Andy Heyward
Chief Executive Officer
Genius Brands International, Inc.
131 S. Rodeo Drive, Suite 250
Beverly Hills, CA 90212
Re:Genius Brands International, Inc.
Registration Statement on Form S-3
Filed September 14, 2018
File No. 333-227349
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 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.
Registration Statement on Form S-3
General
1.Given the size of the offering relative to the number of shares held by non-affiliates and
the nature of the offering, the transaction appears to be a primary offering.  Please provide
us with your legal analysis as to why the transaction covered by the registration statement
should be regarded as a secondary offering that is eligible to be made on a delayed or
continuous basis under Rule 415(a)(1)(i) of the Securities Act rather than a primary
offering where the selling shareholders are actually underwriters selling on behalf of the
issuer.  For guidance, please refer to Question 612.09 of the Securities Act Rules
Compliance and Disclosure Interpretations.  In addition, to the extent that the transaction

 FirstName LastNameAndy Heyward
 Comapany NameGenius Brands International, Inc.
 October 2, 2018 Page 2
 FirstName LastName
Andy Heyward
Genius Brands International, Inc.
October 2, 2018
Page 2
is a primary offering, please tell us why you believe you are eligible to register this
transaction as a primary offering on Form S-3 under either General Instruction I.B.1 or
I.B.6 to Form S-3.
            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 Anne Nguyen Parker, Assistant
Director, at 202-551-3611 with any questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

CORRESP
1
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Genius Brands International, Inc.

301 N. Canon Drive, Suite 305

Beverly Hills, CA 90210

January 26, 2018

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-1

    Filed on November 20, 2017, as amended
                                         on December 22, 2017

    and January 17, 2018

    File No. 333-221683

    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-1 be accelerated to Tuesday, January 30,
2018, at 10:00 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/ Andy Heyward

    Andy Heyward

    Chief Executive Officer

 cc: Securities and Exchange Commission

Laura Nicholson

Sonia Bednarowski

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.

Jeffrey P. Schultz, Esq.

CORRESP
1
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    Chrysler
                           Center

666 Third Avenue

New York, NY
10017

212-935-3000

212-983-3115
fax

www.mintz.com

January 17, 2018

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ms. Laura Nicholson, Special Counsel, Office of Transportation
and Leisure

 Re: Genius Brands International, Inc.

Amendment No. 1 to Registration Statement on Form S-1

Filed December 22, 2017

File No. 333-221683

Ladies and Gentlemen:

We are submitting this
letter on behalf of Genius Brands International, Inc. (the “Company”) in response to comments from the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter
dated January 4, 2018 (the “Comment Letter”) from Ms. Laura Nicholson, Special Counsel, Office of Transportation
and Leisure, to Andy Heyward, the Company’s Chief Executive Officer, relating to the above-referenced Amendment No. 1 to
Registration Statement on Form S-1 of the Company filed with the Commission on December 22, 2017 (the “Registration Statement”).
We are concurrently submitting via EDGAR this letter and Amendment No. 2 to the Registration Statement (“Amendment No.
2”).

For convenient reference,
we have set forth below in italics the Staff’s comments set forth in the Comment Letter and have keyed the Company’s
response to the numbering of the comments and the heading used in the Comment Letter.

Executive Compensation, page 36

 1. Please update your executive and director compensation disclosure to provide the information
called for by Item 402 of Regulation S-K for your fiscal year ended December 31, 2017. For guidance, refer to Question 117.05 of
Regulation S-K Compliance and Disclosure Interpretations on our website.

Response: In response
to the Staff’s comment, we have updated the executive and director compensation disclosure on pages 36-37 of Amendment No.
2 to reflect compensation information as of the Company’s fiscal year ended December 31, 2017.

*       *       *       *       *

We hope that the above response will be
acceptable to the Staff. Please do not hesitate to contact me at 212-692-6732 or jschultz@mintz.com with any comments or questions
regarding Amendment No. 2 and this letter. We thank you for your time and attention.

    Sincerely,

    /s/ Jeffrey Schultz

    Jeffrey Schultz

cc: Genius Brands International, Inc.

Andy Heyward, Chief Executive Officer

Rebecca D. Hershinger, Chief Financial Officer

Gregory B. Payne,
Chief Operating Officer and Executive Vice President – Legal/Business Affairs

Mail Stop 3561
January 4, 2018

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

Re: Genius Brands International, Inc.
  Amendment No. 1 to Registration Statement on Form S-1
Filed  December 22, 2017
  File No.  333-221683

Dear Mr. Heyward :

We have reviewed your amended registration statement and have the following
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 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 com ments.   Unless we note
otherwise, our references to prior comments are to comments in our December 12, 2017 letter.

Executive Compensation, page 36

1. Please update your executive and director compensation disclosure to provide the
information called for by  Item 402 of Regulation S -K for your fiscal year ended
December 31, 2017.  For guidance, refer to Question 117.05 of Regulation S -K
Compliance and Disclosure Interpretations on our website.

Andy Heyward
Genius Brands International, Inc.
Janua ry 4, 2018
Page 2

 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.

CORRESP
1
filename1.htm

    Chrysler
                           Center

666 Third
Avenue

New York, NY 10017

212-935-3000

212-983-3115 fax

www.mintz.com

    Jeffrey Schultz | 212 692 6732 | jschultz@mintz.com

December 22, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ms. Laura Nicholson, Special Counsel, Office of Transportation
and Leisure

    Re:
    Genius Brands International, Inc.

Registration Statement on Form S-1

Filed November 20, 2017

File No. 333-221683

Ladies and Gentlemen:

We are submitting this
letter on behalf of Genius Brands International, Inc. (the “Company”) in response to comments from the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter
dated December 12, 2017 (the “Comment Letter”) from Ms. Laura Nicholson, Special Counsel, Office of Transportation
and Leisure, to Andy Heyward, the Company’s Chief Executive Officer, relating to the above-referenced registration statement
on Form S-1 of the Company filed with the Commission on November 20, 2017 (the “Registration Statement”). We
are concurrently submitting via EDGAR this letter and Amendment No. 1 to the Registration Statement (“Amendment No. 1”).

For convenient reference,
we have set forth below in italics the Staff’s comments set forth in the Comment Letter and have keyed the Company’s
response to the numbering of the comments and the heading used in the Comment Letter.

Selling Security Holders

 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 stock 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.

Response: We have revised the selling
security holders table in Amendment No. 1 to clarify the number of shares beneficially owned prior to the offering, including the
addition of language to footnote (2) that states that such amount includes all of the shares of common stock issuable upon exercise
of the warrants being offered for resale pursuant to this prospectus.

 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.”

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

Boston
| London | Los Angeles | New York | San Diego | San Francisco | Stamford | Washington

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

United States Securities and Exchange Commission

December 22, 2017

Page 2

Response: We have revised the selling
security holders table in Amendment No. 1 to clarify the number of shares of common stock beneficially owned after the offering.
Such amounts do not include the shares of common stock to be offered for resale pursuant to the Registration Statement. In addition,
we have deleted the column titled “Number of Shares of Common Stock Underlying Options or Warrants Beneficially Owned After
Offering” as it is not relevant information.

Incorporation of Certain Documents by Reference

 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 Sections 13(a), 13(c), 14 or 15(d) after the date of the prospectus 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, incorporation by reference is not
available for registrants that during 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.

Response: In response to the Staff’s
comment, we recalculated the net tangible assets of the Company as of December 31, 2014 and have concluded that it was less than
$2 million. Accordingly, the Company is currently ineligible to use incorporation by reference in the Registration Statement and
has removed the language pertaining to incorporation by reference and revised Amendment No. 1 to include all information required
by Form S-1.

Signatures

    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 signing in either of the aforementioned capacities, please revise to clarify.
Refer to Instructions 1 and 2 to Signatures on Form S-1.

Response: We have
revised the signature page to add “Principal Accounting Officer” under the signature of the Company’s Chief Financial
Officer.

*       *       *       *       *

We hope that the above response will be acceptable
to the Staff. Please do not hesitate to contact me at 212-692-6732 or jschultz@mintz.com with any comments or questions regarding
Amendment No. 1 and this letter. We thank you for your time and attention.

    Sincerely,

    /s/ Jeffrey Schultz

    Jeffrey Schultz

    cc:
    Genius Brands International, Inc.

    Andy Heyward, Chief Executive Officer

Rebecca D. Hershinger, Chief Financial Officer

Gregory B. Payne, Chief Operating Officer
    and Executive Vice President – Legal/Business Affairs

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.

CORRESP
1
filename1.htm

Genius Brands International, Inc.

301 N. Canon Drive, Suite 305

Beverly Hills, CA 90210

January 30, 2017

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.

Post-Effective Amendment to Form S-1 on Form S-3

 Filed December 23, 2016

 File No. 333-208540

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 post-effective amendment to Form S-1 on Form S-3 be accelerated to
February 2, 2017 at 9:30 a.m. EST.

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

    J. Nolan McWilliams

    Tonya K. Aldave

    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.

CORRESP
1
filename1.htm

Jeffrey Schultz | 212 692 6732
| jschultz@mintz.com

    Chrysler Center

666 Third Avenue

New York, NY 10017

212-935-3000

212-983-3115 fax

www.mintz.com

January 20, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: J. Nolan McWilliams and Tonya K. Aldave

Re:  Genius Brands International, Inc.

 Post-Effective Amendment to Form S-1 on Form
S-3

 Filed December 23, 2016

 File No. 333-208540

Ladies and Gentlemen:

We are submitting this
letter on behalf of Genius Brands International, Inc. (the “Company”) in response to a comment from the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter
dated January 19, 2017 (the “Comment Letter”) from J. Nolan McWilliams, Attorney-Advisor, Office of Transportation
and Leisure, to Andrew Heyward, the Company’s Chief Executive Officer, relating to the above-referenced post-effective amendment
to the Company’s Form S-1 on Form S-3 filed with the Commission on December 23, 2016 (the “Post-Effective Amendment”).

For convenient reference,
we have set forth below in italics the Staff’s comment set forth in the Comment Letter and have keyed the Company’s
response to the numbering of the comment and the heading used in the Comment Letter.

General

 1. We note that you included December 31, 2014 audited financial statements in the Form S-1 declared
effective December 29, 2015 and that this is the first post-effective amendment to the registration statement. If an offering continues
for more than nine months, you are required to update your registration statement by post-effective amendment if the information
in the prospectus is more than 16 months old. Please tell us whether any offers or sales have been made after September 29, 2016.
Additionally, please tell us whether and how you communicated to the selling stockholders that they may not sell securities under
this registration statement until current financial statements have been filed. Refer to Securities Act Section 10(a)(3) and Rule
427. For additional guidance, please refer to Questions 113.01 and 113.02 of the Securities Act Forms Compliance and Disclosure
Interpretations.

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

Boston
| London | Los Angeles | New York | San Diego | San Francisco | Stamford | Washington

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

United States Securities and Exchange Commission

Page 2 January 20, 2017

Response: The Company confirms that
no offers or sales were made after September 29, 2016 pursuant to the Company’s registration statement on Form S-1, declared
effective December 29, 2015 (the “Registration Statement”). The Company’s transfer agent, VStock Transfer,
LLC (the “Transfer Agent”), was notified by the Company that the Registration Statement could not be used after
September 29, 2016. There was no communication between the selling stockholders and the Company, but those attempting to use the
Company’s Registration Statement were directed by the Transfer Agent to the Company and transfers were ‎made pursuant
to Securities Act Rule 144 only, which was available.  Given the availability of Rule 144 for most sales contemplated under
the registration statement, the Company determined for cost and efficiency reasons to wait to update the Registration Statement
until it was Nasdaq listed and was eligible to use Form S-3.

*       *       *       *       *

We hope that the above response will be acceptable
to the Staff. Please do not hesitate to contact me at 212-692-6732 or jschultz@mintz.com with any comments or questions regarding
the Post-Effective Amendment and this letter. We thank you for your time and attention.

    Sincerely,

    /s/ Jeffrey Schultz

    Jeffrey Schultz

cc:  Genius Brands
                                         International, Inc.

                                         Andrew Heyward, Chief Executive Officer

                                         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.

Mail Stop 3561
January 19, 2017

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

Re: Genius Brands International, Inc.
 Post-Effective Amendment to Form S -1 on Form  S-3
Filed  December 23, 2016
 File No.  333-208540

Dear Mr. Heyward :

We have reviewed your  post-effective amendment  and have the following 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 comments apply to your facts and
circumst ances 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 included December 31, 2014 audited financial statements in the Form
S-1 declared effective December 29, 2015  and that this is the first post-effective
amendment to the registration statement .  If an offering continues for more than nine
months, you are required to update your registration statement by post -effective
amendment if the information in the prospectus is more than 16 months old.  Please tell
us whether any offers or sales have been ma de after September 29, 2016.  Additionally,
please tell us whether and how you communicated to the selling stock holders that they
may not sell securities under this registration statement until current financial statements
have been filed .  Refer to Securi ties Act Section 10(a)(3) and Rule 427.   For additional

Andrew Heyward
Genius Brands International, Inc.
January 19 , 201 7
Page 2

 guidance, please refer to Questions 113.01 and 113.02 of the Securities Act Forms
Compliance and Disclosure Interpretations.

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.

Please contact Tonya K. Aldave  at (202) 551 -3601  or me at (202) 551 -3217 with any
questions.

Sincerely,

 /s/ J. Nolan McWilli ams

 J. Nolan McWilliams
 Attorney -Advisor
Office of Transportation and Leisure

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

CORRESP
1
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.

CORRESP
1
filename1.htm

Jeffrey Schultz | 212 692 6732
| jschultz@mintz.com

    Chrysler Center

666 Third Avenue

New York, NY 10017

212-935-3000

212-983-3115 fax

www.mintz.com

December 7, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Justin Dobbie and Sonia Bednarowski

 Re: Genius Brands International, Inc.

Registration Statement on Form S-3

    Filed November 25, 2016

    File No. 333-214805

Ladies and Gentlemen:

We are submitting
this letter on behalf of Genius Brands International, Inc. (the “Company”) in response to a comment from the
staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received
by letter dated December 6, 2016 (the “Comment Letter”) from Justin Dobbie, Legal Branch Chief, to Andrew Heyward,
the Company’s Chief Executive Officer, relating to the above-referenced registration statement on Form S-3 of the Company
filed with the Commission on November 25, 2016 (the “Registration Statement”). We are concurrently submitting
via EDGAR this letter and Amendment No. 1 to the Registration Statement (“Amendment No. 1”).

For convenient reference,
we have set forth below in italics the Staff’s comment set forth in the Comment Letter and have keyed the Company’s
response to the numbering of the comment and the heading used in the Comment Letter.

Exhibit 5.1

 1. We note the disclosure on page 20 of your registration statement and Section 13.05 of Exhibits
4.5 and 4.6 that the indentures are to be governed by New York law. We also note that counsel has limited its opinion to Nevada
law. As debt securities are contractual obligations, counsel must opine on the law of the jurisdiction governing the agreements
pursuant to which the debt securities are issued to determine whether or not it is an enforceable contract and, therefore, a binding
obligation. Please have counsel revise its opinion to cover New York law or, alternatively, provide a separate New York law opinion
with respect to the indentures and debt securities. Refer to Section II.B.1.e of Stall Legal Bulletin No. 19 dated October 14,
2011 for further guidance.

Response: In response
to the Staff’s comment, we have revised our Exhibit 5.1 opinion to cover New York law and have filed it as an exhibit to
Amendment No. 1.

*          *          *          *          *

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

Boston
| London | Los Angeles | New York | San Diego | San Francisco | Stamford | Washington

      1

We hope that the above response will be acceptable
to the Staff. Please do not hesitate to contact me at 212-692-6732 or jschultz@mintz.com with any comments or questions regarding
Amendment No. 1 and this letter. We thank you for your time and attention.

Sincerely,

/s/ Jeffrey Schultz

Jeffrey Schultz

cc:  Securities and Exchange Commission

Justin Dobbie, Legal Branch Chief

Sonia Bednarowski

Genius Brands International, Inc.

Andrew Heyward, Chief Executive Officer

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.

      2

Mail Stop 3561
December 6, 2016

Andrew Heyward
Chief Executive Officer
Genius Brands International, Inc.
301 N. Canon Drive, Suite 305
Beverly Hill s, CA 30210

Re: Genius Brands International, Inc.
  Registration Statement on Form S-3
Filed  November 25, 2016
  File No.  333-214805

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.

Exhibit 5.1

1. We note the disclosure on page 20 of your registrati on statement  and Section 13.05 of
Exhibits 4.5 and 4.6 that the indenture s are to be governed by New York law.   We also
note that counsel has limited its op inion to Nevada law.  As debt securities are contractual
obligations, counsel must opine on the law of the jurisdiction governing the agreement s
pursuant to which  the debt securities are issued to determine whether or not it is an
enforceable contract and, therefore, a binding obligation.  Please have counsel revise its
opinion to cover New York law or, alternatively, provide a separate New York law
opinion with re spect to the indentures and debt securities.  Refer to Section II.B.1.e of
Stall Legal Bulletin No. 19 dated October 14, 2011 for further guidance.

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

Andrew Heyward
Genius Brands International, Inc.
December 6, 2016
Page 2

 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 o f 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
Office of Transportation and Leisure

cc: Kenneth R. Koch, Esq.
 Mintz , Levin, Cohn, Ferris, Glovsky and Popeo P.C.

Mail Stop 3561
 October 5, 2016

Rebecca Hershinger
Chief Financial Officer
301 North Canon Drive, Suite 305
Beverly Hills, California 90210

Re: Genius Brands International, Inc.
Form 10-K for Fiscal Year Ended December 31, 2015
Filed March 30, 2016
File No. 000-54389

Dear Ms. Hershinger :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  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 the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Lyn Shenk

Lyn Shenk
Branch Chief
Office of Transportation and Leisure

CORRESP
1
filename1.htm

Genius Brands International, Inc.

301 North Canon Drive, Suite 305

Beverly Hills, California 90210

September 29, 2016

Via EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

Mail Stop 3561

100 F Street, NE

Washington, D.C. 20549

Attention: Lyn Shenk, Branch Chief, Office of Transportation
and Leisure

    Re:
    Genius Brands International, Inc.

    Form 10-K for Fiscal Year Ended December 31, 2015

    Filed March 30, 2016

    File No. 000-54389

Ladies and Gentlemen:

Genius Brands International,
Inc. (the “Company”) hereby submits this response to the comment letter dated August 30, 2016 of the staff
of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
relating to the Company’s above-referenced Annual Report on Form 10-K. For your convenience, we have reproduced the Staff’s
comment in italics below, followed by the Company’s response.

Form 10-K for Fiscal Year Ended December 31, 2015

Exhibit 32.2

 1. We note the name of the officer in the introductory paragraph of the Section 906 certification differs from the name of
the officer signing the certification. Please file a full amendment of your Form 10-K that includes a revised certification. We
remind you to include all required certifications, currently dated and that refer to the amended Form 10-K.

Response:

In
response to the Staff’s comment, the Company is filing with the Commission an Amendment No. 1 to its Annual Report on Form
10-K that includes a revised Section 906 certification.

*
*     *

The Company hereby
acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure in the filing; (ii) Staff comments
or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the
filing; and (iii) the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or
any person under the federal securities laws of the United States.

If you have any
questions relating to the foregoing, please contact the undersigned at (310) 499-2410 or Kenneth R. Koch of Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo, P.C. (212) 692-6768.

Genius Brand International, Inc.

/s/ Rebecca Hershinger

By: Rebecca Hershinger

Title: Chief Financial Officer

Abe Friedman, Securities and Exchange Commission

Doug Jones, Securities and Exchange Commission

Andrew Heyward, Genius Brands International, Inc.

Gregory B. Payne, Genius Brands International, Inc.

Kenneth R. Koch, Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C.

Mail Stop 3561
August 30, 2016

Rebecca Hershinger
Chief Financial Officer
301 North Canon Drive, Suite 305
Beverly Hills, California 90210

Re: Genius Brands International, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2015
Filed March 30, 2016
File No. 000-54389

Dear Ms. Hershinger :

 We have limited our review of your filing to the financial statements and related
disclosures  and have the following comment .  In our comment  we may ask you to provide us
with information so we may better understand your di sclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If y ou do not believe our
comment applies  to your facts and circumstances , please tell us why in your response.

After reviewing your response to this comment , we may have  additional comments.

Form 10 -K for Fiscal Year  Ended  December 31, 2015

Exhibit 32.2

1. We note the name of the officer in the introductory paragraph of the Section 906
certification differs from the name of the officer signing the certification.  Please file a
full amendment of your Form 10 -K that includes a revised certificati on.  We remind you
to include all required certifications , currently dated and  that refer to the amended Form
10-K.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includ es the information the Securities Exchange Act of
1934 and all applicable Exchange 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 have made.

Rebecca Hershinger, Chief Financial Officer
Genius Brands International, Inc.
August 30, 2016
Page 2

  In responding to our comment , please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosur e in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Abe Friedman  at 202-551-8298 or Doug Jones  at 202-551-3309 if you
have questions regarding comments on the financial statements and rel ated m atters.  Please
contact me  at 202-551-3380 with any other questions.

Sincerely,

 /s/ Lyn Shenk

Lyn Shenk
Branch Chief
Office of Transportation and Leisure

Mail Stop 3561
December 23, 2015

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

Re: Genius Brands International, Inc.
  Registration Statement on Form S-1
Filed  December 14, 2015
  File No.  333-208540

Dear Mr. Heyward :

This is to advise you that we have not  reviewed and will not review your registration
statement .

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 the Securities Act of 193 3 and
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 have made.

In the event you request acceleration of the effective date of the pending regist ration
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 act ion 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 th e disclosure in the f iling; 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.

Andrew Heyward
Genius Brands International, Inc.
December 23, 2015
Page 2

 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 registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities unde r
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact Donald E. Field  at (202) 551 -3680  with any questions.

Sincerely,

 /s/ Lyn Shenk for

Justin Dobbie
Legal Branch Chief
Office of Transportation and Leisure

cc: Harvey Kesner, Esq.
Sichenzia Ross Friedman Ference LLP

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

CORRESP
1
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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

CORRESP
1
filename1.htm

July 9, 2014

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention: Justin Dobbie

Re:  Genius Brands International, Inc.

Registration Statement on Form S-1

Filed June 16, 2014

File No. 333-196813

Dear Mr. Dobbie,

The following
responds to the comments of the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”)
as set forth in its comment letter dated July 2, 2014 (the "Comment Letter") relating to the above-referenced Registration
Statement on Form S-1 (the “Registration Statement”) filed by Genius Brands International, Inc. (the “Company”).

General

 1. We note that you are registering 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 public 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.

Justin Dobbie

United States Securities
and Exchange Commission

July 9,
2014

Response:

The proposed offering under the Registration Statement
is not being conducted by or on behalf of the Company and is not considered an indirect primary offering by the Company. Additionally,
none of the selling stockholders in the Registration Statement would be deemed a statutory underwriter as described in Section
2(a)(11) of the Securities Act of 1933, as amended (the "Act").

Section 2(a)( ll ) of the Act
provides a definition of underwriter as "any person who has purchased from the issuer with a view to, or offers or sells for
an issuer in connection with, the distribution of any security." This is a facts and circumstances determination that requires
examination of the intention of the person in question at the time of the purchase, and is typically evidenced by certain practices,
identified in the factors that form the elements of Rule 144 under the Act, that are absent in the case of any of the selling stockholders
listed in the Registration Statement.

Following is our analysis:

•
     The only sale by or on behalf of the issuer was the sale of securities on May 14, 2014 in a
private placement pursuant to a securities purchase agreement with the investors (the "Investors"), which was
exempt from registration pursuant to Sections 4(a)(2) and 4(6) of the Act and Rule 506 promulgated thereunder. That
private placement constituted the primary offering by the Company.

•
     The Investors made a $6.0 million investment in the Company. In exchange for the $6.0 million investment, the Investors received
6,000 shares of Series A Convertible Preferred Stock. Except for Andrew and Amy Heyward, the Investors' sole relationship with
the Company then, as it is now, is as investors.

•      The Investors made
an investment in the Company and they hold the risk of ownership and after the registration statement is declared effective, they
will continue to bear the risk of ownership thereafter.

•
     The registration of the common stock underlying the Series A Convertible Preferred Stock was a condition subsequent to funding,
not a condition precedent. As a result, the Investors bear the risk that the Company would fail or be unable to register the securities.
The risks being borne by the Investors are further evidence that this is not an offering by or on behalf of the Company. The Company
has already received the proceeds of the sale of the securities to the Investors.

•     Other than Andrew and
Amy Heyward, none of the investors who are included in the Registration Statement as Selling Shareholders has any control relationship
with the Company and none has a right of board representation. As a result, none of such Investors have the ability directly or
indirectly to control the actions of the Company either by contract or through management or the exercise of voting rights, and
none of the Investors has special access to material non-public information concerning the Company. Andrew and Amy Heyward purchased
only 100 shares of Series A Convertible Preferred Stock in the offering, representing just 1.6% of the total offering amount.

•      The sale by the Investors
of their shares is not analogous to an offering by the Company. In a Company offering, other than pursuant to a firm commitment
offering, the Company does not receive any proceeds from the sale of its securities until the proceeds from the sale of the minimum
offering have been deposited into an escrow account and have cleared. The Investors made a cash investment, and the Company has
received the proceeds from the sale of securities to the Investors. The Investors have a contractual right to have the Company's
register the common stock underlying the Series A Convertible Preferred Stock, but the Company received the proceeds from the sale
in May 2014.

    2

Justin Dobbie

United States Securities
and Exchange Commission

July 9,
2014

•      The rights under
a registration rights agreement cannot be equated with the actual registration of the common stock. It is not self-effecting and
it does not automatically result in the registration statement being either filed or declared effective.

•      As
of date the registration statement was filed, the Company had 6,383,269 shares issued and outstanding. The number of shares being
registered in the prospectus represents approximately 33.3% of the total number of shares issued and outstanding, assuming full
conversion of the Series A Convertible Preferred Stock. However, the Certificate of Designation of Preferences, Rights and Limitations
of Series A Convertible Preferred Stock, filed with the Secretary of State of Nevada, contains certain beneficial ownership limitations
which would restrict the issuance of shares of common stock to the Investor upon conversion if such issuance would cause such
Investor to hold in excess of 9.99% of the Company's issued and outstanding common stock.

 •      To the Company's knowledge, none of the Investors is in the business of underwriting securities and, as a factual matter, the Investors are not acting as a conduit for the Company. Rather the Investors purchased the securities for their own account.

The Company believes that the totality of the circumstances
indicate that none of the Investors are acting as a conduit for the Company and thus are not statutory underwriters by their participation
in the resale registration statement.

The Company hereby acknowledges
the following:

•      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 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 contact the undersigned
with any questions.

    Sincerely,

    /s/ Andrew Heyward

    Andrew Heyward, Chief Executive Officer

cc: Tara Guarneri-Ferrara, Esq.

    3

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.

August 15, 2011
 Via E-mail

Jeanene Morgan Chief Financial Officer Pacific Entertainment Corporation 5820 Oberlin Drive Suite 203 San Diego, CA 92121
Re: Pacific Entertainment Corporation
 Amendment No. 4 to Form 10-12G
Filed August 3, 2011 File No. 000-54389

Dear Ms. Morgan:
We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,

 /s/ Loan Lauren P. Nguyen    Loan Lauren P. Nguyen
Special Counsel
cc: Via E-mail

 Gretchen Cowen, Esq.   Law Offices of Gretchen Cowen, APC

August 2, 2011

Via E-mail
Jeanene Morgan Chief Financial Officer Pacific Entertainment Corporation 5820 Oberlin Drive Suite 203 San Diego, CA 92121
Re: Pacific Entertainment Corporation
 Amendment No. 3 to Form 10-12G
Filed July 26, 2011 File No. 000-54389

Dear Ms. Morgan:
 We have reviewed your responses to the co mments in our letter dated July 22, 2011 and
have the following additional comments.  All page numbers below correspond to the marked
version of your filing.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
 Business, page 1

 Products, page 3

1. We note your response to our prior comment  two.  Please revise to include the
information in your response letter regardi ng the remainder sales of DVDs that are
purchased from studios here, including the information regarding your lack of written
agreements with the studios for these pr oducts and the intermittent and unpredictable
nature of such sales.

Jeanene Morgan
Pacific Entertainment Corporation August 2, 2011 Page 2

  Please contact Sonia Bednarowski at (202) 551-3666 or me at (202) 551-3642 with any
questions.
Sincerely,

/s/ Loan Lauren P. Nguyen

Loan Lauren P. Nguyen Special Counsel
cc: Via E-mail

 Gretchen Cowen, Esq.   Law Offices of Gretchen Cowen, APC

CORRESP
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    pacentertain_corresp-080311.htm

Law Offices of

Gretchen Cowen, APC

6100 Innovation Way § Carlsbad, California  92009

Telephone (760) 931-0903 § Facsimile (760) 438-3026

August 3, 2011

VIA EDGAR SUBMISSION

Division of Corporate Finance

United States Securities & Exchange Commission

Mail Stop 3561

100 F Street, NE

Washington, DC 20549

Attn:  Ms. Lauren Nguyen, Attorney-Advisor

Re:        Pacific Entertainment Corporation

Amendment No. 3 to Form 10-12G

Filed July 26, 2011

File No. 000-54389

Dear Ms. Nguyen:

On behalf of Pacific Entertainment Corporation (the “Company”), we have set forth below the Company’s responses to the comment letter dated August 2, 2011 that the Company received from the Staff of the United States Securities and Exchange Commission (the “Staff”) relating to Amendment No. 2 to the registration statement on Form 10 (File No. 000-54389) (the “Registration Statement”) filed by the  Company on July 26, 2011.  All references to the “Registration Statement” herein are to Amendment No. 3 to the registration statement on Form 10 filed on May 4, 2011.

The text of the Staff’s comments has been included in this letter in bold for your convenience, and we have numbered the paragraphs below to correspond to the numbers in the Staff’s letter. For your convenience, we have also set forth the Company’s response to each of the numbered comments immediately below each comment.

Simultaneously herewith, the Company is filing Amendment No. 4 (the “Amendment”) to the Registration Statement. The Amendment has been revised to reflect the Company’s responses to the comments from the Staff. All page numbers in the responses below refer to the Amendment.

Business, page 1

Products, page 3

1.           We note your response to our prior comment two. Please revise to include the information in your response letter regarding the remainder sales of DVDs that are purchased from studios here, including the information regarding your lack of written agreements with the studios for these products and the intermittent and unpredictable nature of such sales.

United States Securities & Exchange Commission

Attn:  Ms. Lauren Nguyen, Attorney-Advisor

August 3, 2011

Page 2

Response:

The disclosure has been revised on pages 2, 12 and 15 in response to the Staff’s comment.

***

If, after your review of this letter and the Amendment, you have any additional questions or comments, please contact the undersigned at your convenience at (760) 931-0903.

Very Truly Yours,

LAW OFFICES OF GRETCHEN COWEN, APC

/s/ Gretchen Cowen

Gretchen Cowen, Esq.

cc:          Sonia Bednarowski

Patrick Kuhn

Lyn Shenk

(U.S. Securities & Exchange Commission)

cc:          Klaus Moeller

Jeanene Morgan

(Pacific Entertainment Corporation)

CORRESP
1
filename1.htm

    pacificent_corres-072611.htm

Law Offices of

Gretchen Cowen, APC

6100 Innovation Way § Carlsbad, California  92009

Telephone (760) 931-0903 § Facsimile (760) 438-3026

July 26, 2011

VIA EDGAR SUBMISSION

Division of Corporate Finance

United States Securities & Exchange Commission

Mail Stop 3561

100 F Street, NE

Washington, DC 20549

Attn:           Ms. Lauren Nguyen, Attorney-Advisor

Re:

Pacific Entertainment Corporation

Amendment No. 2 to Form 10-12G

Filed July 13, 2011

File No. 000-54389

Dear Ms. Nguyen:

On behalf of Pacific Entertainment Corporation (the “Company”), we have set forth below the Company’s responses to the comment letter dated July 22, 2011 that the Company received from the Staff of the United States Securities and Exchange Commission (the “Staff”) relating to Amendment No. 2 to the registration statement on Form 10 (File No. 000-54389) (the “Registration Statement”) filed by the  Company on June 13, 2011.  All references to the “Registration Statement” herein are to Amendment No. 2 to the registration statement on Form 10 filed on May 4, 2011.

The text of the Staff’s comments has been included in this letter in bold for your convenience, and we have numbered the paragraphs below to correspond to the numbers in the Staff’s letter. For your convenience, we have also set forth the Company’s response to each of the numbered comments immediately below each comment.

Simultaneously herewith, the Company is filing Amendment No. 3 (the “Amendment”) to the Registration Statement. The Amendment has been revised to reflect the Company’s responses to the comments from the Staff. All page numbers in the responses below refer to the Amendment.

General

1.           We note your disclosure on page 4 that you anticipate that the initial product based on the research you commissioned into the use of a music-based curriculum will be ready for presentation to retailers in the third quarter of 2011 and that it will be available for sale in the fourth quarter of 2011. Please revise to provide a brief description of this product and how you plan to sell the curriculum.

United States Securities & Exchange Commission

Attn:  Ms. Lauren Nguyen, Attorney-Advisor

July 26, 2011

Page 2

Response:

The disclosure has been revised on page 4 in response to the Staff’s comment.

2.           We note that you have third party licensing agreements to develop musical products under other products. Please revise to disclose in an appropriate place the terms of these licensing agreements as it appears from your disclosure on page 12 that these licensing agreements are material to your business. Also, file these licensing agreements with the Form 10.

Response:

In order to clarify what is included in the category, the category has been renamed on page 12 with a corresponding change to the first quarter disclosure as “Licensed and Distributed Product.”  The product category includes the line of DVDs marketed under the brand “Pacific Entertainment Presents,” which was launched in 2010.  Corresponding changes have been made to that disclosure throughout the document to clarify that it is a DVD product line.  One agreement, a Distribution Agreement with Global Access Entertainment, Inc., has been described as requested on page 4 and attached to the Amendment as Exhibit 10.18.

The product category also contains remainder sales, which consist of overstocked DVDs purchased from studios by the Company and resold.  The Company does not have written agreements with either the studios or its distributors for those products.  Purchase and sale of overstocked items from studios is intermittent and unpredictable, and prices and terms vary from studio to studio.  As a result, the Company is unable to give a description of the general terms other than that the Company buys the product and resells it through its distribution channels. The disclosure has been revised on page 12 to clarify that growth  in the category is due to remainder sales and sales of the “Pacific Entertainment Presents”.

The remainder of that number includes sales made under several licenses, none of which are individually material under Item 601 of Regulation S-K.  These include the licenses from “Precious Moments,” “Guess How Much I Love You,” and the “Snowman.”  Because these other agreements are not material they have not been included as exhibits.  Disclosure including references to these licenses has been revised throughout the document to clarify that all products being sold under those licenses are currently developed - not “to be developed.”

***

Other changes include a correction to the beneficial ownership table on page 21, where 8,740 shares held by Jeanene G. Morgan had inadvertently been left out of the total for officers and directors as a group. The biographical information for Klaus Moeller has also been revised on page 23 to include changes in his positions held for other companies.  Finally, the market information table on page 29 has been updated to include the figures for the quarter ended June 30, 2011.

A letter from Klaus Moeller, Chief Executive Officer of the Company, with the following representations is annexed to this letter:

United States Securities & Exchange Commission

Attn:  Ms. Lauren Nguyen, Attorney-Advisor

July 26, 2011

Page 3

·

The Company is responsible for the adequacy and accuracy of the disclosure in its filing;

·

Staff comments, or changes to the Company’s disclosure in response to Staff comments, do not foreclose the Commission from taking any action with respect to the filing; and

·

The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If, after your review of this letter and the Amendment, you have any additional questions or comments, please contact the undersigned at your convenience at (760) 931-0903.

Very Truly Yours,

LAW OFFICES OF GRETCHEN COWEN, APC

/s/ Gretchen Cowen

Gretchen Cowen, Esq.

Encl.

cc:           Sonia Bednarowski

Patrick Kuhn

Lyn Shenk

(U.S. Securities & Exchange Commission)

cc:           Klaus Moeller

Jeanene Morgan

(Pacific Entertainment Corporation)

 5820 Oberlin Drive, Suite 203, San Diego, California 92121

July 26, 2011

VIA EDGAR SUBMISSION

Division of Corporate Finance

United States Securities & Exchange Commission

Mail Stop 3561

100 F Street, NE

Washington, DC 20549

Attn:           Ms. Lauren Nguyen, Attorney-Advisor

Re:

Pacific Entertainment Corporation

Amendment No. 2 to Form 10-12G

Filed July 13, 2011

File No. 000-54389

Dear Ms. Nguyen:

Reference is hereby made to that letter of even date herewith submitted by Gretchen Cowen of Law Offices of Gretchen Cowen, APC to you in response to the comment letter dated July 22, 2011 that Pacific Entertainment Corporation (the “Company”) received from the Staff of the United States Securities and Exchange Commission (the “Staff”) regarding the above-referenced filing.

In connection with the responses to your comments contained within Ms. Cowen’s letter, we hereby acknowledge that:

·

We are responsible for the adequacy and accuracy of the disclosure in our filing;

·

Staff comments, or changes to our disclosure in response to Staff comments, do not foreclose the Commission from taking any action with respect to the filing; and

·

The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We appreciate your assistance in our compliance with applicable disclosure requirements and in enhancing the overall disclosures in our filing.

Very truly yours,

Pacific Entertainment Corporation

/s/ Klaus Moeller

Klaus Moeller, Chief Executive Officer

July 22, 2011

Via E-mail
Jeanene Morgan Chief Financial Officer Pacific Entertainment Corporation 5820 Oberlin Drive Suite 203 San Diego, CA 92121
Re: Pacific Entertainment Corporation
 Amendment No. 2 to Form 10-12G
Filed July 13, 2011 File No. 000-54389

Dear Ms. Morgan:
 We have reviewed your responses to the co mments in our letter dated July 1, 2011 and
have the following additional comments.  All page numbers below correspond to the marked
version of your filing.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
 Business, page 1

 Products, page 3

1. We note your disclosure on page 4 that you antici pate that the initial product based on the
research you commissioned into the use of a music-based curriculum will be ready for
presentation to retailers in the third quarter of  2011 and that it will be available for sale in
the fourth quarter of 2011.  Please revise to pr ovide a brief descripti on of this product and
how you plan to sell the curriculum.

2. We note that you have third party licensi ng agreements to develop musical products
under other products.  Please revise to disclose  in an appropriate place the terms of these
licensing agreements as it appears from your di sclosure on page 12 that these licensing

Jeanene Morgan
Pacific Entertainment Corporation July 22, 2011 Page 2

 agreements are material to your business.  Al so, file these licensing agreements with the
Form 10.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

 Please contact Sonia Bednarowski at (202) 551-3666 or me at (202) 551-3642 with any
questions.
Sincerely,

/s/ Loan Lauren P. Nguyen

Loan Lauren P. Nguyen Special Counsel
cc: Via E-mail

 Gretchen Cowen, Esq.   Law Offices of Gretchen Cowen, APC

CORRESP
1
filename1.htm

    pacific_corresp-071211.htm

Law Offices of

Gretchen Cowen, APC

6100 Innovation Way § Carlsbad, California  92009

Telephone (760) 931-0903 § Facsimile (760) 438-3026

July 13, 2011

VIA EDGAR SUBMISSION

Division of Corporate Finance

United States Securities & Exchange Commission

Mail Stop 3561

100 F Street, NE

Washington, DC 20549

Attn:
Ms. Lauren Nguyen, Attorney-Advisor

Re:
Pacific Entertainment Corporation

Amendment No. 1 to Form 10-12G

Filed June 17, 2011

File No. 000-54389

Dear Ms. Nguyen:

On behalf of Pacific Entertainment Corporation (the “Company”), we have set forth below the Company’s responses to the comment letter dated July 1, 2011 that the Company received from the Staff of the United States Securities and Exchange Commission (the “Staff”) relating to Amendment No. 1 to the registration statement on Form 10 (File No. 000-54389) (the “Registration Statement”) filed by the  Company on June 17, 2011, and to one oral comment received from the Staff on July 7, 2011.  All references to the “Registration Statement” herein are to Amendment No. 1 to the registration statement on Form 10 filed on May 4, 2011.

The text of the Staff’s comments has been included in this letter in bold for your convenience, and we have numbered the paragraphs below to correspond to the numbers in the Staff’s letter. For your convenience, we have also set forth the Company’s response to each of the numbered comments immediately below each comment.

Simultaneously herewith, the Company is filing Amendment No. 2 (the “Amendment”) to the Registration Statement. The Amendment has been revised to reflect the Company’s responses to the comments from the Staff. All page numbers in the responses below refer to the Amendment.

General

1.           We note your response to our prior comment nine.  Please revise this section to include a discussion similar to that set forth in the third to last paragraph on page 3 and the first full paragraph on page 7 regarding a “significant gap in revenue from royalties.”

United States Securities & Exchange Commission

Attn:  Ms. Lauren Nguyen, Attorney-Advisor

July 13, 2011

   Page 2

Response:

The requested language has been added on page 3 in response to the Staff’s comment.

2.           Please revise the table on page 2 to provide your total liabilities and accumulated deficit for each of the periods presented or advise.

Response:

The table has been revised in response to the Staff’s comment.

3.           We note your response to our prior comment 12 and reissue in part.  Please revise to clarify what you mean by “launched a line of classic movies and television programs” under the brand Pacific Entertainment Presents in 2010 on page 2.  For example, please revise to clarify whether these movies and television shows are sold as DVDs or whether these movies and television shows are broadcast on television or both.

Response:

The referenced language has been revised on page 1 to clarify that the product line is DVDs.

Distribution

4.           We note your response to our prior comment 8.  Please revise to clarify the concentration of risk you experience because of exclusive licensing agreements by providing quantitative information regarding the number of such licensing arrangements.

Response:

The disclosure has been revised on page 3, last paragraph under “Distribution,” in response to the Staff’s comment.

Products

5.           We note your response to our prior comment nine and reissue in part.  Please revise to describe what you mean by “exclusive categories” and “non-exclusive categories.”

Response:

The disclosure has been revised on page 3 in response to the Staff’s comment.

6.           We note your response to our prior comment 15 and reissue in part.  Please revise to clarify what you mean on page 3 by “introduced through Walmart.”

Response:

The products were first sold through Walmart.  However, in response to the Staff’s comments, the language regarding Walmart has been removed from the disclosure on page 3.

United States Securities & Exchange Commission

Attn:  Ms. Lauren Nguyen, Attorney-Advisor

July 13, 2011

Page 3

 7.           We note your disclosure on page 4 that you had commissioned research into the use of music-based curriculum through San Diego State University.  Please revise to disclose when you commissioned this research and what inventions resulted from this research.

Response:

Research was conducted over a period of two to two and a half years.  The disclosure has been revised to clarify the period in response to the Staff’s comment.  The research was done into the effects of music-based curriculum for early learning based on intellectual property already developed by the Company, so there are no “inventions” per se.  It is difficult to give an exact description of the work product, which consisted of intangibles such as ideas, methods and know-how as well as research reports and memoranda memorializing the findings.

8.           Please also revise your disclosure, to the extent you are able, to disclose when you anticipate you will introduce products from the Circle of Education venture.

Response:

The disclosure has been revised on page 4 to include the requested disclosure.  There could, of course, be schedule slips, and language has been added to the effect that the Company is unable to guarantee an introduction date.

Circle of Education Joint Venture Agreement

9.           Please advise as to whether you provide financing for Circle of Education, LLC. To the extent that you do, please disclose here and in your Certain Relationships and Related Transactions and Director Independence section.  In this regard, we note your disclosure in this section that you have no current plans to conduct a private offering and your disclosure on page 32 that you intend to use the proceeds of a private offering to fund the general operating expenses, product development and introduction of Circle of Education, LLC.

Response:

The disclosure on page 4 has been revised in response to the Staff’s comment and duplicate disclosure has been included under “Certain Relationships and Related Transactions and Director Independence.”

Marketing

10.           Please reconcile your disclosure on page 5 that you “are developing” a musical based system for early learning to help prepare children for socialization and education with your disclosure in the next sentence that the curriculum and songs “were developed” in conjunction with Dr. Ritblatt.

Response:

The disclosure has been revised on page 5 in response to the Staff’s comment.

United States Securities & Exchange Commission

Attn:  Ms. Lauren Nguyen, Attorney-Advisor

July 13, 2011

Page 4

11.           We note your response to our prior comment seven.  Please revise the last paragraph of this section to clarify that your relationship with Motta Internacional accounted for less than 1% of your gross sales in 2010.

Response:

Reference to Motta Internacional has been removed from the disclosure in lieu of adding the requested language since the relationship is not considered to be material.

Competition

12.           Please revise to provide support for your statement that your customers get more content for a lower price. Alternatively, please revise to delete the last sentence on page 6.

Response:

The referenced language has been deleted in response to the Staff’s comment.

Research and Development

13.           Refer to prior comment 24.  Please provide to us a reconciliation of the $210,742 costs capitalized as product development to the amount recorded on your balance sheet. In addition, please revise Note 1 to the financial statements to disclose your accounting policy for capitalizing product development costs.

Response:

The $210,742 reflects $185,742 allocated to new product development, which includes product masters and development of the Company’s website, and stock valued at $25,000 which was issued to the Company’s website developer in exchange for services rendered.   The line item on the balance sheet included only product development in process of $75,515, while the remaining $135,227 has been expended and included in “Intangible Assets” on the Balance Sheet.  The line item has been changed on the Balance Sheet to “Capitalized Product Development in Process” to avoid confusion, and the disclosure on page 8 has been revised to provide clarification.  Also, in response to the Staff’s comment, Note 1 to the Financial Statements has been revised as requested.

A reconciliation of the activities in the “Intangible Assets” and “Capitalized Product Development in Process” accounts on the Balance Sheet is as follows:

United States Securities & Exchange Commission

Attn:  Ms. Lauren Nguyen, Attorney-Advisor

July 13, 2011

Page 5

Intangible Assets

Product Development in Process

Beginning Balance, December 31, 2009

1,042,708

44,724

Cash Expenditures

185,742

Stock Issued for Services

25,000

Assets Placed in Service

154,951

(154,951)

Amortization for the twelve months ended December 31, 2010

(675,048)

Ending Balance, December 31, 2010

547,611

75,515

Management’s Discussion and Analysis of Financial Condition and Results of Operation

Results of Operations - Three Month Period Ended March 31, 2011 Compared to March 31, 2010

14.           Please advise as to what is meant by the language “significant progress in our self-distribution program” in the first paragraph in this section.

Response:

The referenced language has been removed from the disclosure on page 15 in response to the Staff’s comment.

Outlook

15.           Please advise whether the three customers referred to in the last paragraph on page 18 included Battat Incorporated.

Response:

The disclosure did include Battat Incorporated (“Battat”).  The disclosure has been revised in response to the Staff’s comment to reflect current conditions since the Battat license agreement was terminated in 2010.  Although the Company does anticipate a gap in revenue as a result of the termination of the license, as disclosed in the immediately succeeding paragraph of the disclosure and elsewhere in the Amendment, the Company does not feel that it’s business is now substantially dependent upon sales of the Battat toy line.

Exhibit Index

16.           For Exhibits 10.13 and 10.17, please revise to provide clearer descriptions of the agreements, such as indicating that Exhibit 10.14 is an agreement between Pacific Entertainment Corporation and Dr. Shulamit Ritblatt dated September 20, 2011 and indicating that Exhibit 10.17 is an agreement between Pacific Entertainment Corporation and Isabel Moeller dated April 1, 2011.

United States Securities & Exchange Commission

Attn:  Ms. Lauren Nguyen, Attorney-Advisor

July 13, 2011

Page 6

Response:

The Exhibit Index has been revised in response to the Staff’s comment.

Oral Comment

The Company notes the Staff’s oral comment of July 7, 2011 and now understands it is the position of the Staff that a company that did not previously have a Section 15(d) or Section 13(a) reporting obligation would not be able to file periodic or current reports on the EDGAR system without first registering an offer and sale of securities under the Securities Act of 1933, as amended, or a class of securities under the Securities Exchange Act of 1934, as amended.

***

A letter from Klaus Moeller, Chief Executive Officer of the Company, with the following representations is annexed to this letter:

·

The Company is responsible for the adequacy and accuracy of the disclosure in its filing;

·

Staff comments, or changes to the Company’s disclosure in response to Staff comments, do not foreclose the Commission from taking any action with respect to the filing; and

·

The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If, after your review of this letter and the Amendment, you have any additional questions or comments, please contact the undersigned at your convenience at (760) 931-0903.

Very Truly Yours,

LAW OFFICES OF GRETCHEN COWEN, APC

/s/ Gretchen Cowen

Gretchen Cowen, Esq.

Encl.

cc:          Sonia Bednarowski

Patrick Kuhn

Lyn Shenk

(U.S. Securities & Exchange Commission)

cc:          Klaus Moeller

Jeanene Morgan

(Pacific Entertainment Corporation)

5820 Oberlin Drive, Suite 203, San Diego, California 92121

July 13, 2011

VIA EDGAR SUBMISSION

Division of Corporate Finance

United States Securities & Exchange Commission

Mail Stop 3561

100 F Street, NE

Washington, DC 20549

Attn:
Ms. Lauren Nguyen, Attorney-Advisor

Re:
Pacific Entertainment Corporation

Amendment No. 1 to Form 10-12G

Filed June 17, 2011

File No. 000-54389

Dear Ms. Nguyen:

Reference is hereby made to that letter of even date herewith submitted by Gretchen Cowen of Law Offices of Gretchen Cowen, APC to you in response to the comment letter dated July 1, 2011 that Pacific Entertainment Corporation (the “Company”) received from the Staff of the United States Securities and Exchange Commission (the “Staff”) regarding the above-referenced filing.

In connection with the responses to your comments contained within Ms. Cowen’s letter, we hereby acknowledge that:

·

We are responsible for the adequacy and accuracy of the disclosure in our filing;

·

Staff comments, or changes to our disclosure in response to Staff comments, do not foreclose the Commission from taking any action with respect to the filing; and

·

The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We appreciate your assistance in our compliance with applicable disclosure requirements and in enhancing the overall disclosures in our filing.

Very truly yours,

Pacific Entertainment Corporation

/s/ Klaus Moeller

Klaus Moeller, Chief Executive Officer

July 1, 2011

Via E-mail
Jeanene Morgan Chief Financial Officer Pacific Entertainment Corporation 5820 Oberlin Drive Suite 203 San Diego, CA 92121
Re: Pacific Entertainment Corporation
 Amendment No. 1 to Form 10-12G
Filed June 17, 2011 File No. 000-54389

Dear Ms. Morgan:
 We have reviewed your responses to the co mments in our letter dated May 31, 2011 and
have the following additional comments.  All page numbers below correspond to the marked
version of your filing.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
  Business, page 1

 General, page 1

1. We note your response to our prior comment nine .  Please revise this section to include a
discussion similar to that set forth in the thir d to last full paragraph on page 3 and the first
full paragraph on page 7 regarding a “signi ficant gap in revenue from royalties.”

2. Please revise the table on page 2 to provide your total liabilities a nd accumulated deficit
for each of the periods presented or advise.

3. We note your response to our prior comment 12 and reissue in part.  Please revise to
clarify what you mean by “launched a line of classic movies and television programs”
under the brand Pacific Entertainment Presen ts in 2010 on page 2.  For example, please

Jeanene Morgan
Pacific Entertainment Corporation July 1, 2011 Page 2

 revise to clarify whether these movies and te levision shows are sold as DVDs or whether
these movies and television shows are broadcast on televi sion or both.
 Distribution, page 2

4. We note your response to our prior comment 8.  Please revise to clar ify the concentration
of risk you experience because of excl usive licensing agreements by providing
quantitative information regarding the number of such licensing agreements.
 Products, page 3

5. We note your response to our prior comment nine  and reissue in part.  Please revise to
describe what you mean by “exclusive categ ories” and “non-exclusive categories.”

6. We note your response to our prior comment 15 and reissue in part.  Please revise to
clarify what you mean on page 3 by “introduced through Walmart.”

7. We note your disclosure on page 4 that you ha d commissioned research into the use of
music-based curriculum through San Diego State University.  Please revise to disclose
when you commissioned this research and what in ventions resulted from this research.

8. Please also revise your disclosure, to the extent you are able, to disclose when you
anticipate you will introduce products from  the Circle of Education venture.
 Circle of Education Joint Venture Agreement, page 4

9. Please advise as to whether you provide financ ing for Circle of E ducation, LLC.  To the
extent that you do, please disc lose here and in your Cert ain Relationships and Related
Transactions and Director Independence secti on.  In this regard, we  note your disclosure
in this section that you have no current pl ans to conduct a private offering and your
disclosure on page 32 that you intend to use the proceeds of a private offering to fund the
general operating expenses, product devel opment and introducti on of Circle of
Education, LLC.
 Marketing, page 4

10. Please reconcile your disclosure on page 5 that you “are developing” a musical based
system for early learning to help prepare children for socializati on and education with
your disclosure in the next sentence that th e curriculum and songs “were developed” in
conjunction with Dr. Ritblatt.

11. We note your response to our prior comment se ven.  Please revise the last paragraph of
this section to clarify that your relationsh ip with Motta Internaci onal accounted for less
than 1% of your gross sales in 2010.

Jeanene Morgan
Pacific Entertainment Corporation July 1, 2011 Page 3

 Competition, page 6

12. Please revise to provide suppor t for your statement that your customers get more content
for a lower price.  Alternatively, please revi se to delete the last sentence on page 6.
 Research and Development, page 8

13. Refer to prior comment 24.  Please provide  to us a reconciliation of the $210,742 costs
capitalized as product development to the am ount recorded on your balance sheet.  In
addition, please revise Note 1 to the fina ncial statements to disclose your accounting
policy for capitalizing pr oduct development costs.
 Management’s Discussion and Analysis of Financ ial Condition and Results of Operation, page 9

Results of Operations, page 11
 Three Month Period Ended March 31, 2011 Compared to March 31, 2010, page 15

14. Please advise as to what is meant by the language “significant progress in our self
distribution program” in the firs t paragraph in this section.

Outlook, page 18

15. Please advise whether the three customers re ferred to in the last paragraph on page 18
include Battat Incorporated.
 Exhibit Index, page 35

16. For Exhibits 10.14 and 10.17, please revise to provide clearer descriptions of the
agreements, such as indicating that Exhi bit 10.14 is an agreement between Pacific
Entertainment Corporation and Dr. Shul amit dated September 20, 2010 and indicating
that Exhibit10.17 is an agreement between P acific Entertainment Corporation and Isabel
Moeller dated April 1, 2011.   We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

Jeanene Morgan
Pacific Entertainment Corporation July 1, 2011 Page 4

  staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

 You may contact Patrick Kuhn at (202) 551- 3308 or Lyn Shenk at (202) 551-3380 if you
have questions regarding comments on the financ ial statements and related matters. Please
contact Sonia Bednarowski at (202) 551-3666 or me at (202) 551- 3574 with any other questions.

Sincerely,
   /s/ Julie F. Rizzo
Julie F. Rizzo Attorney-Advisor
cc: Via E-mail

 Gretchen Cowen, Esq.   Law Offices of Gretchen Cowen, APC

CORRESP
1
filename1.htm

    pacific_corresp.htm

Law Offices of

Gretchen Cowen, APC

6100 Innovation Way § Carlsbad, California  92009

Telephone (760) 931-0903 § Facsimile (760) 438-3026

June 16, 2011

VIA EDGAR SUBMISSION

Division of Corporate Finance

United States Securities & Exchange Commission

Mail Stop 3561

100 F Street, NE

Washington, DC 20549

Attn:       Ms. Julie Rizzo, Attorney-Advisor

Re:         Pacific Entertainment Corporation

Form 10-12G

Filed May 4, 2011

File No. 000-54389

Dear Ms. Rizzo:

On behalf of Pacific Entertainment Corporation (the “Company”), we have set forth below the Company’s responses to the comment letter dated May 31, 2011 that the Company received from the Staff of the United States Securities and Exchange Commission (the “Staff”) relating to the registration statement on Form 10 (File No. 000-54389) (the “Registration Statement”) filed by the  Company on May 4, 2011.

The text of the Staff’s comments has been included in this letter in bold for your convenience, and we have numbered the paragraphs below to correspond to the numbers in the Staff’s letter. For your convenience, we have also set forth the Company’s response to each of the numbered comments immediately below each numbered comment.

Simultaneously herewith, the Company is filing Amendment No. 1 (the “Amendment”) to the Registration Statement. The Amendment has been revised to reflect the Company’s responses to the comments from the Staff and certain other updating and conforming changes. All page numbers in the responses below refer to the Amendment.

General

1.           Please be advised that your registration statement will automatically become effective 60 days after filing.  Upon effectiveness, you will become subject to the reporting requirements of the Securities Exchange Act of 1934, even if we have not cleared comments.  In the event it appears that you will not be able to respond to all of our comments by the 60th day, you may wish to consider withdrawing your registration statement and re-filing it.  Please confirm your understanding.

United States Securities & Exchange Commission

Attn:  Ms. Julie Rizzo, Attorney-Advisor

June 16, 2011

Response:

The Company notes the Staff’s comment and understands that the registration statement will automatically become effective sixty days after filing at which time the Company will become subject to the reporting requirements of the Securities Exchange Act of 1934 (the “Exchange Act”).

2.           Please advise as to why you filed a Form 10-Q on May 12, 2011.

Response:

The financial information included in the Registration Statement was for the fiscal years  ended December 31, 2011 and 2010.  The Company wanted to ensure that information appearing on the EDGAR system was updated to include current financial information for investors now looking for the Company’s disclosure on EDGAR. At the time the decision was made, the Company had not yet been notified as to whether the SEC would be reviewing the Registration Statement or, if it did, what level of review would be conducted.  If current financial information were not provided, obviously the SEC would comment on that.  If the current financial information were provided on Form 10-Q and there was a question as to whether to conduct a review, the SEC might take the availability of the information into consideration. If no review were conducted or a review was conducted but the Company would not receive comments before the quarterly results were due, the Company wanted to ensure that the current financial information was available to the public.  The Company was aware that if a review was conducted it would be asked to amend to provide the first quarter information.  In fact, we received notice that a full review was being conducted by the Staff on the same day the board met to approve the filing.

In addition, the Company was trading on the OTCPinks and, in order to maintain its “Current” status on the OTCPink system, it was required to file quarterly reports containing disclosure that is substantially similar to that required by Form 10-Q under Rule 15c2-11 of the Exchange Act.  Rather than file two reports - one on the EDGAR system and one on the OTCMarkets system - the Company contacted OTCMarkets Group, Inc. to determine whether if it filed a Form 10-Q the filing would suffice to meet the “current public information” requirements for OTCPinks given that the Registration Statement had not yet gone effective.  The Company was informed that the Form 10-Q would meet the requirement even though the Registration Statement had not yet gone effective.  Filing the Form 10-Q would therefore suffice to update the financial information for the Company in both locations - on EDGAR and on OTCMarkets - making it easier for investors to find and avoiding the need for duplicate reports.

By telephonic comment received on June 1, 2011, the Staff further requested that the Company include in its response to this comment a description of the facts surrounding the move of the Company’s common stock from OTCPinks to the OTCQB.  At the time the Company contacted OTCMarkets Group, Inc. to determine whether the filing of the Form 10-Q would suffice to maintain its “Current” status on OTCPinks, it was informed by OTCMarkets Group, Inc. that upon filing of the Form 10-Q the stock would automatically be moved to the OTCQB. It was the Company’s understanding that the stock would not be eligible to trade on the OTCQB until the Registration Statement had gone effective since the eligibility standards set for the OTCQB require the company to be a fully reporting company with the SEC.  As a result, this early move was unanticipated.

Page 2

United States Securities & Exchange Commission

Attn:  Ms. Julie Rizzo, Attorney-Advisor

June 16, 2011

However, the Company was informed that the OTCMarkets system is set up to automatically move the stock from the OTCPinks to the OTCQB upon filing by a company trading on the OTCPinks of both a registration statement on Form 10 and a Form 10-Q, regardless of whether the registration statement is then effective.  We do not know whether the automatic move is the result of the OTCMarkets Group, Inc. defining the filing of these documents as “fully reporting” regardless of timing or as a presumption that the Form 10 would be effective prior to filing of a Form 10-Q.  The Company advised the OTCMarkets Group, Inc. representative that the Registration Statement was not effective and that it was therefore not technically a fully reporting company.  In addition, the Company asked what would happen if the Registration Statement were withdrawn either at the request of the Staff or voluntarily.  The response was that the OTCMarkets would figure something out at that time.  Because the Company was confident that any comments it might receive from the Staff could be addressed without withdrawal of the Registration Statement, the Company determined to proceed with the filing of the Form 10-Q for the afore-mentioned reasons despite the early transition of the stock to the OTCQB.  The Company filed the Registration Statement in order to make itself eligible to move to the OTCQB.  However, that was not the reason for filing the Form 10-Q.

Forward Looking Statements

3.           Please revise the first sentence of this section and similar disclosure on page 8 to clarify that the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 do not apply to you or advise.

Response:

The language in both sections has been revised in the Amendment to remove all reference to the Private Securities Litigation Reform Act of 1995.  The disclosure includes revised cautionary advise to investors not to rely on forward-looking statements.

Business

General

4.           Please include in one of your introductory paragraphs your revenues, assets and losses for the most recent audited period and interim stub.  This snapshot will help investors evaluate the disclosure as they read the filing.

Response:

The disclosure has been revised on page 2 to include the requested disclosure beneath the third introductory paragraph.

Distribution

5.           Please advise as to what you mean by “primary customer” in the second paragraph of this section.  In addition, please revise to clarify which products are your “core products”.

Page 3

United States Securities & Exchange Commission

Attn:  Ms. Julie Rizzo, Attorney-Advisor

June 16, 2011

Response:

The disclosure has been revised to eliminate use of the terms “primary customers” and “core products” and to clarify that the discussion relates to the Company’s DVD and  CD products.

6.           Please provide quantitative information regarding the percentage of your products that you self-distribute and the percentage of your products that are distributed by third-party distributors.  In addition, please provide quantitative information to clarify what you mean by “a variety” of third-party distributors.

Response:

The term “a variety” of third-party distributors was meant to indicate different types of distributors rather than number.  However, because the largest of the third-party distributors of the Company’s DVD and CD products only accounted for 3.9% of gross sales in 2010, the reference has been removed and the language has been adjusted in paragraph 2 under “Distribution” on page 2 to clarify that the third-party distributors of these products only accounted for a combined 11% of gross sales in 2010.

7.           Please provide support for your statement that Motta Internacional is “recognized throughout the industry as a founding pioneer of the duty-free retail marketplace as well as a premier distributor of high quality merchandise.”  Alternatively, please remove this statement.  Additionally, please advise as to when your agreement with Motta Internacional expired.  Finally, please describe the material terms of your relationship with Motta Internacional and, to the extent you are still operating under the expired agreement, please file this agreement as an exhibit to your registration statement or advise.

Response:

Reference to Motta Internacional has been deleted from the disclosure on page 2.  The information was originally included to show the existence of an international market for the Company’s DVD and CD products.  However, the relationship accounted for less than 1% of gross sales in 2010 and is therefore not considered to be material.  Because it is not considered to be material, the expired agreement has not been filed as an exhibit to the Amendment.

8.           Please revise the last paragraph of this section to discuss the concentration of risk you experience with respect to both of your product lines.

Response:

The disclosure has been amended by the deletion of prior disclosure and the addition of two new paragraphs at the end of the “Distribution” section regarding risks of concentration associated with the DVD and CD product line and risks of concentration associated with licensed product lines.

Products

9.           Please revise to describe the material terms of your agreement with Jakks Pacific’s Tollytots and what you mean by “exclusive categories” and “non-exclusive categories.” Please also revise your disclosure to update the status of the development of musical and early learning toys by Tollytots.  In addition, please revise to describe the material terms of your agreements with Precious Moments, Inc. and with Dr. Ritblatt, and file these agreements as exhibits to your registration statement or advise.

Page 4

United States Securities & Exchange Commission

Attn:  Ms. Julie Rizzo, Attorney-Advisor

June 16, 2011

Response:

The disclosure has been revised on pages 3, 4 and 10 to expand discussion of the terms of the Company’s agreement with Jakks Pacific and to include information regarding the schedule for introduction of the initial products in that line.  The disclosure has also been revised to include a discussion of the anticipated decrease in revenues expected to result from the gap between the cessation of sales by Battat Incorporated and the introduction of the new product line.

A new disclosure heading has been added on page 4 to disclose the terms of the joint venture agreement with Dr. Ritblatt.  The disclosure was moved to a new subheading in order to avoid breaking up the disclosure on products with a discussion of those terms and the disclosure regarding the agreement under the “Products” subheading was adjusted to expand the disclosure on the intellectual property and Dr. Ritblatt.  The Joint Venture Agreement between the Company and Dr. Ritblatt, as well as the Operating Agreement for Circle of Education, LLC, have been filed as Exhibits 10.14 and 10.15 to the Amendment.

The disclosure has been revised on pages 1, 4 and 11 of the Amendment to delete prior disclosure regarding the terms of the Company’s agreement with Precious Moments, Inc., which is not regarded as material, and to substitute that disclosure with a statement regarding the number of DVDs being licensed and a brief description of the royalty payments.  The prior disclosure was included to demonstrate the Company’s efforts to expand its DVD and CD product line through the license of third party brands and was not intended to be a statement as to materiality of the contract.

10.           Please revise to remove the words “so successful among children and parents around the world” from the fourth paragraph of this section as this statement is subjective.

Response:

The referenced paragraph, which now appears on page 3, has been revised as requested with corresponding changes to paragraph 4 on page 10.

11.           Please advise as to what is meant by the disclosure in the fifth paragraph of this section that “we have created custom products using the Baby Genius brand for several book and music premiums, including Taco Bell and Gerber.”

Response:

Through third party licensees, the Company has been able to offer customized products to companies like Taco Bell and Gerber that can be offered as promotional items.  For instance, little books incorporating the Baby Genius characters were created for Taco Bell and were included in kids meals.  A statement has been added to the disclosure by way of example on page 3.

Page 5

United States Securities & Exchange Commission

Attn:  Ms. Julie Rizzo, Attorney-Advisor

June 16, 2011

12.           Please revise to clarify what you mean by “launched a line” of classic movies and television programs on page 3.  For example, please revise to clarify whether these programs aired on television or sold as DVDs or both.  In addition, please revise to clarify what you mean by “classic movies and television programs.”

Response:

The disclosure has been revised on pages 2 and 3 in response to the Staff’s comment.

13.           We note your disclosure on page 4 that you obtained an initial voting and economic interest of 75% of the outstanding units of the newly formed company in exchange for the contribution of “all intellectual property rights the Company had in the Circle of Education program.”  Please revise to clarify which intellectual property rights you provided to the company formed in the joint venture described on page 4.  In this regard, we note your disclosure regarding intellectual property on page 8.

Response:

Because the intellectual property developed for Circle of Education resulted from comprehensive research into the use of music-based curriculum and child development, and did not include registered trademarks, copyrights or patents, it is difficult to provide an exact description.  The disclosure has been revised on pages 4 and 9 to include a list of the types of intellectual property included in the transfer.

Marketing

14.           Please revise to remove the words “valuable” ways and “exciting” membership kit from the second sentence in the f

May 31, 2011
Klaus Moeller
Chief Executive Officer
Pacific Entertainment Corporation
5820 Oberlin Drive
Suite 203
San Diego, CA 92121

Re: Pacific Entertainment Corporation
 Form 10- 12G
Filed May 4, 2011
File No. 000 -54389
 Dear Mr. Moeller :
 We have reviewed your filing and have the following 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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circumstance s or do not
believe an amendment is appropriate, please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have  additional comments.

 General

1. Please be advised that your registration statement will automatically become effective 60 days after filing.  Upon effectiveness, you will become subject to the reporting requirements of the Securities Exchange Act of 1934, even if we have not cleared comments.  In the event it appears that you will not be able to respond to all of our comments by the 60th day, you may wish to consider withdrawing your registration statement and refilling it.  Please confirm your understanding.

2. Please advise as to why you filed a Fo rm 10 -Q on May 12, 2011.

Forward Looking Statements, page 1

3. Please revise the first sentence of this section  and similar disclosure on page 8 to clarify
that the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 do not apply to you or advise.

Klaus Moeller
Pacific Entertainment Corporation
May 31, 2011
Page 2

Business, page 1

General, page 1

4. Please include in one of your introductory paragraphs your revenues, assets  and losses for
the most recent audited period and interim stub. This snapshot will help investors evaluate the disclosure as th ey read the filing.

Distribution, page 2

5. Please advise as to what you mean by “primary customers” in the second paragraph of this section.  In addition, please revise to clarify which products are your “core products.”

6. Please provide quantitative infor mation regarding the percentage of your products that
you self -distribute and the percentage of your products that are distributed by third- party
distributors.  In addition, please provide quantitative information to clarify what you mean by “a variety” of  third -party distributors.

7. Please provide support for your statement that Motta Internacional is “ recognized
throughout the industry as a founding pioneer of the duty -free retail marketplace as well
as a premier distributor of high quality merchandise.”   Alternatively, please remove this
statement .   Additionally, please advise as to when your agreement with Motta
Internacaional expired.  Finally,  please describe the material terms of your relationship
with Motta Internacional and, to the extent you are still operating under the expired
agreement, please file this agreement as an exhibit to your registration statement or advise .

8. Please revise the last paragraph of this section to discuss the conce ntration of risk you
experience with respect to the distribution of both of your product lines.

Products, page 3

9. Please revise to describe the material term s of your  agreement  with Jakks Pacific ’s
Tollytots  and what you mean by “exclusive categories” and “non-exclusive categories .”
Please also revise your disclosure to update the status of the development of musical and
early learning toys by Tollytots.   In addition, please revise to describe the material terms
of your agreements with Precious Mom ents, Inc. and with Dr.  Ritblatt, and file these
agreements as exhibits to your registration statement or advise .

10. Please revise to remove the words “so successful  among children and parents around the
world ” from the fourth paragraph of this section as this statement is  subjective.

Klaus Moeller
Pacific Entertainment Corporation
May 31, 2011
Page 3

11. Please advise as to what is meant by the disclosure in the fifth paragraph of this section that “we have created custom products using the Baby Genius brand for several book and music premiums, including Taco Bell and Gerber.”

12. Please revise to clarify what you mean by “launched a line” of classic movies and television programs on page 3.  For example, please revise to clarify whether these programs aired on television or sold as DVDs or both.  In addition, please revise to clarify what you mean by “classic movies and television programs.”

13. We note your disclosure on page 4 that you obtained an initial voting and economic interest of 75% of the outstanding units of the newly formed company in exchange for the contribution of “all intellectual property rights  the Company had in the Circle of
Education program.”  Please revise to clarify which intellectual property rights you provided to the company formed in the joint venture described on page 4.  In this regard, we note your disclosure regarding intellectual property on page 8.

Marketing, page 4

14. Please revise to remove the words “valuable” ways and “exciting” membership kit from the second sentence in the first paragraph of this section and the word “successfully” marketed from sixth paragraph in this sectio n as these words are subjective .

15. Please revise to clarify what you mean by “launched through Walmart” on page 4.  In addition, we note your disclosure that your agreement with Battat Incorporated, a distributor that seems to have sold your products  to Wal mart, has been terminated and
that Battat will stop distributing your toys in late Spring 2011.  To the extent that thes e
toys will no longer be sold at  Walmart in late Spring 2011, please disclose here.  Please
also disclose any effects the cancellation o f this licensing agreement will have on your
revenues  and the current status of B attat  Incorporated distributing your toys.

16. Please revise the last paragraph on page 4 to provide support for your statement that Comcast “reaches an estimated over 27 mill ion digital households per year” or delete this
statement.

17. We note your disclosure in the second to the last paragraph on page 5 that you have successfully marketed your products though promotional and licensing partnerships with YouTube, MySpace, Meadowbook Press, the San Diego Zoo, Gerber , Pixfusion,
Loblaws, Battat and Taco Bell.  To the extent that you no longer market your products though and have licensing partnerships with the companies listed above, please disclose .
To the extent that you still ma rket your products through and have licensing partnerships
with the companies listed above, please disclose the material terms of the agreements.

Klaus Moeller
Pacific Entertainment Corporation
May 31, 2011
Page 4

Competition, page 5

18. Please provide support for the last sentence of the second paragraph of this section or delete.

19. Please revise to clarify  what you mean by “niche market ” and “master toy manufacturer”
on page 5.  In addition, please remove the word “effectively” reach consumers  on page 5
as this word is subjective.

20. Please advise as to how price point and quantity of programs available with each title are your primary competitive advantages.

Customers, page 6

21. Please disclose the names of your major customers.  We believe that the identity of your major customers will allow your investors to better assess risks associated with particular customers, as well as material concentrations of revenue related to those customers.

22. Please revis e this section to discuss the significant financial risk associated with your
dependence on a small number of customers.  In this regard, we note your disclosure in
the last paragraph on page 14.

Seasonality, page 6

23. Please revise to explain what you mean by “expanding value for families and children” and how this will help to create a more consistent demand for your products  or delete.

Research and Development, page 7

24. Please tell us where the new product development cost of $263,750 that you capitalized for the year ended December 31, 2010 is recognized on your balance sheet.

Intellectual Property, page 8

25. Please revise to provide quantitative information to clarify what you mean by your disclosure on page 8 that you license a “good portion” of the songs and song performances included in your products.  In addition, please revise to briefly describe the material terms of such licenses.

Klaus Moeller
Pacific Entertainment Corporation
May 31, 2011
Page 5

 Financial Information, page 8

Management’s Discussion and Analysis of Financial Condition and Results of Operation, page 8

Our Business, page 9

26. Please revise the second sentence in this section to state that it is  your belief that your
products are entertaining, educational and beneficial to the well -being of infants and
young children or advise .

27. Please remove the word “groundbreaking” system in the fifth paragraph of this section as this term is subjective.

28. Please quantify the number of licensing agreement s you signed during the fourth quarter
of 2009 and 2010.  Additionally, provide the basis for your belief that your “licensing revenue will grow significantly during the upcoming years” or delete this statement.

Results of Operations, page 10

29. We note your disclosure in the first paragraph on page 11 regarding patents and
copyrights  that you hold.  To the extent you do hold patents  and copyrights , please
disclose in your Intellectual Property section on page 8.

30. Please revise to clarify what you mean by “expanding distribution opportunities with other studios through our channels” in the last paragraph  on page 11.  In addition, please
revise to include quantitative information to clarify what you mean by “rapidl y.”

31. Please revise the third full paragraph on page 12 to state that there is no guarantee you will have continued sales growth.

Liquidity and Capital Resources, page 14

32. We note your disclosure in the third full paragraph of this section.  Please revise your
disclosure to clarify whether you have any written agreements in place to obtain short -
term related party advances.  If so, please file any agreements as an exhibit to your registration statement or advise .

Security Ownership of Certain Beneficial Owners and Management, page 16

33. We note your disclosure on page 16 that you sold 5,050,000 shares of common stock in April 2011 but have not yet issued these shares.  Please advise.

Klaus Moeller
Pacific Entertainment Corporation
May 31, 2011
Page 6

Directors and Executive Officers, page 18

34. Please provide support to us that Genius Products, Inc. “ was one of the fastest growing
independent home entertainment distribution companies in the country ” in the last
paragraph on page 19.  Alternatively, please remove this statement.

35. Please revise to briefly discuss the specif ic experience, qualifications, attributes or skill
that led to the conclusion that each of your directors should serve as a director in light of your business and structure.  Refer to Item 401(e)(1) of Regulation S -K.

Executive Compensation, page 20

Summ ary Compensation Table, page 21

36. For the option awards reported in your Summary Company , please revise to include a
footnote disclosing all assumptions made in the valuation by reference to a discussion of those assumptions in your financial statements, fo otnotes to the financial statements, or
discussion in your Management’s Discussion and Analysis section.  Refer to Instruction 1 to Item 402(n)(2)(v) and (n)(2)(vi) of Regulation S -K.  In addition, please revise to
disclose a footnote describing the materi al terms of each grant.   Refer to Item 402(o)(4)
of Regulation S -K.

Certain Relationships and Related Transactions, and Director Independence, page 23

37. We note that there is no information provided in this section regarding the disclosure in the first tw o paragraphs on page 13.  Please advise.

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder
Matters, page 25

38. Please revise to include the information required by Item 201(a)(2) of Regulation S -K or
advise .

Description of Registrant’s Securities to be Registered, page 28

Capital Stock, page 28

39. Please revise t o remove your statement that your articles of i ncorporation “will be made
available to qualified  investors upon written request ” or advise.

40. Please delete your statement  that all outstanding shares of your common stock are fully
paid and non- assessable. This is a legal conclusion  that you are not qualified to ma ke.
Alternatively, attribute this statement to counsel and file counsel’s consent to be named in this section.

Klaus Moeller
Pacific Entertainment Corporation
May 31, 2011
Page 7

Signature s, page 30

41. Please revise the signature page to include the name of the registrant.

Exhibit Index, page 31

42. Please revise to include the agre ement discussed in the last full paragraph on page 23 or
advise.

Comparative Finan cial Statements, page F -1

Statements of Cash Flow s, page F -7

43. Please tell us what your investment in Product Masters represents.

Notes to the Consolidated Financial Statements, page F -8

Note 1: The Company and Significant Accounting Policies, page F -8

Fair Value Measurements, page F -11

44. Please tell us why you have recorded Circle of Education LLC as an equity investment at year end.  Since you obtained voting an economic interest of seventy -five percent, it
appears consolidation is appropriate.

Other

45. Please update the financial statements to comply with Rule 8 -08 of Regulation S -X.  It
appears that you should now present interim financial statements for the three months ended March 31, 2010.

We urge all persons who are responsible for the accur acy and adequacy of the disclosure
in the filing to be certain that the filing includes the  information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are r esponsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

• the company is responsible  for the adequacy and accuracy of the disclosure in the filing;

Klaus Moeller
Pacific Entertainment Corporation
May 31, 2011
Page 8

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Patrick Kuhn at (202) 551- 3308 or Lyn Shenk at (202) 551- 3380 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Sonia Bednarowski  at (202) 551- 3666 or me at (202) 551- 3574 with any other questions.

Sincerely,

Julie F. Rizzo
Attorney -Advisor

cc: Via facsimile: (7 60) 438 -3026
 Gretchen Cowen, Esq.
 Law Offices of Gretchen Cowen, APC