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): June 2, 2014

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):

[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

[_] 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 June 2, 2014, Genius Brands International, Inc. (the “Company”) distributed a letter, in the form attached hereto as Exhibit 99.1, and incorporated herein by reference.

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 June 2, 2014

SIGNATURES

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

	GENIUS BRANDS INTERNATIONAL, INC.
Date: June 6, 2014	By:	/s/ Andrew Heyward
	Name: Title:	Andrew Heyward Chief Executive Officer

EX-99.1

Exhibit 99.1

 

Dear Friends and Shareholders,

Below is our new commemorative stock certificate for shareholders. We love the energy and fun it shows, and we are proud to have the likenesses of all our animated characters included. From the iconic Warren Buffett and Stan Lee, to the new Baby Genius characters created by pop artist superstar, Todd Goldman, it heralds the coming of great kids entertainment and products under our banner of “content with a purpose.”

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And speaking of great stories, it’s always fun to share good news and there is a lot to share! As many of you may have read, we recently did a road show to raise several million dollars of working capital, and had the opportunity to tell a number of savvy and seasoned investors about our company, Genius Brands International. The investor community reacted extremely positively, and the offering was fully subscribed to, immediately. The importance of this offering is that along with existing cash, the company is sitting on enough resources to aggressively execute its business plan for the next two years. As we continue to build out our infrastructure and acquire valuable children’s IP, we are positioned for enormous growth. What does this mean?

· Production, acquisition, and distribution of great children’s content that will enrich as well as entertain.

· Licensing of our animated characters onto consumer products worldwide.

The successful execution of that business plan translates into earnings, and hopefully becomes then reflected in stock price! (Speaking of stock price, the Genius stock (GNUS) has gone up approximately 33% since the closure of our financing two weeks ago.) Meanwhile, the explosion of new digital technologies, and increasing deregulation, worldwide, opens more and more outlets for audiences hungering for positive and enriching children’s entertainment and products. A rising sea lifts all boats.

Our partners and licensees are worldwide and range from Netflix, to Comcast, to Sony, to iTunes, to WalMart and Target, and to American Public Television, the Hub, even across to Discovery Asia and to ABC Australia!

Recently we had the finalists of Secret Millionaires Club Grow Your Own Business contest to Omaha to have lunch with Warren Buffett and be awarded the prizes by him. The contest was in 100,000+ classrooms of 2nd-6th grade kids. There were thousands of entries. OMG! How amazing was it to see what business ideas these young kids came up with!

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Warren visited with each finalist and was presented with their business idea, after which he awarded each one 10 shares of Berkshire Hathaway stock!!

Even Warren himself was overwhelmed, and has agreed to do the contest again next year! Judges were from the National PTA, 4H, and Junior Achievement, as well as yours truly. Today, Genius Brands has books and videos and business kits we sell online at our Sony Generator store for Secret Millionaires Club. Meanwhile, a broad array of new products is being designed as the brand continues to grow.

Here’s a link to a story on one of the contestants…

Elementary School Team in Top 3 of National Business Competition

How adorable is this!!!

Sincerely,

 

Andy Heyward

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