8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

Current Report

Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 17, 2013

GENIUS BRANDS INTERNATIONAL, INC.

(Name of registrant as specified in its charter)

Nevada (State or other jurisdiction of Incorporation or organization)   9401 Wilshire Boulevard #608 Beverly Hills, CA (Address of principal executive offices) 000-54389
(Commission File Number) 20-4118216 (I.R.S. Employer Identification Number)     90212 (Zip Code)

Registrant’s telephone number, including area code: (310) 273-4222

______________________________________________________________________

(Former name or former address, if changed since last report)

Copies to:

Harvey J. Kesner, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32 ^nd Floor

New York, New York 10006

Phone: (212) 930-9700

Fax: (212) 930-9725

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

On December 17, 2013, Genius Brands International, Inc. (the “Company”) distributed a letter, in the form attached hereto as Exhibit 99.1, and incorporated herein by reference. The original letter that was distributed contained an erroneous reference to “Captain America”and should have referenced “Fantastic Four.” The reference has been corrected in Exhibit 99.1 attached hereto. Additionally, the letter includes the following link:

https://share.mediasilo.com/#quicklink/FDBCA62FB08B6C089D22ECB594ED2963.

The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth in such filing.

Item 9.01 Financial Statements and Exhibits 

(d) Exhibits.

The following is filed as an Exhibit to this Current Report on Form 8-K.

Exhibit No.	Description of Exhibit
99.1	Letter Dated December 17, 2013

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GENIUS BRANDS INTERNATIONAL, INC.
Date: December 17, 2013	By: /s/ Andrew Heyward
	Name:      Andrew Heyward
	Title:      Chief Executive Officer

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EX-99.1

Exhibit 99.1

 

Dear Friends of the new Genius Brands International,

Now and then we are going to share little pieces of content, and insights into our business with you, which we are excited about! Today we have one of those special pieces.

As many of you know, we have a partnership with STAN LEE, perhaps the most successful living creator of entertainment today. For those of you who might not know who Stan Lee is, Stan is the creator of such well known superhero brands as Spider-Man, X-Men, Iron Man, Fantastic Four, The Avengers, Thor, The Incredible Hulk, and many many others.

We have been fortunate to be able to partner in a joint venture with Stan called “STAN LEE COMICS”. Under this venture, the new Genius Brands International produces content which Stan creates. We then distribute it globally across the various channels where children’s content is typically consumed. We license consumer products such as toys, apparel, published materials, electronic games, party goods and costumes, based on that content. The first property in this venture is “STAN LEE’S MIGHTY 7”. It is a new group of superheroes who appear in a trilogy of animated films, the first of which will be launched on TV in February and followed up in video with a special promotion with Wal Mart. We are also developing toys, video games, apparel, and a full licensing program around the characters.

In keeping with our brand, “content with a purpose”, our products and joint ventures will always depict characters with positive values and story lines which will uplift and inspire. Our goal is to market these characters as smart commercial entities, in order to drive global sales and create shareholder value. In this case, the bulk of the production cost was covered in advance by pre-sales including U.S. and international television, as well as U.S. and international home entertainment.

The movies of the trilogy will feature well-known celebrities as our voice talents including Armie Hammer, Terry Hatcher, Jim Belushi, Darren Criss, Flea, Christian Slater, and STAN LEE as himself. I could tell you all about it, but instead I think I will let our short teaser speak for itself. The first movie of the trilogy, debuts in February on the Hub Network in the U.S. and will have a great deal of attention around its launch!

The important message today is that we plan on producing world class positive value entertainment for kids, while building shareholder value.

…and now, below is a quick look at “STAN LEE’S MIGHTY 7”! Enjoy!!!

Sincerely,

Andy Heyward

Chairman and CEO