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.