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): August 14, 2015

GENIUS BRANDS INTERNATIONAL, INC.

(Name of registrant as specified in its charter)

Nevada (State or other jurisdiction of Incorporation or organization)   301 N. Canon Drive, Suite 305 Beverly Hills, CA (Address of principal executive offices) 000-54389
(Commission File Number) 20-4118216 (I.R.S. Employer Identification Number)     90210 (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 August 14, 2015, Genius Brands International, Inc. (the “Company”) distributed a letter to its shareholders, 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	Shareholder Letter Dated August 14, 2015

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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: August 14, 2015	By: /s/ Andrew Heyward
	Name:   Andrew Heyward
	Title:   Chief Executive Officer

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EX-99.1

Exhibit 99.1

Dear Friends and Shareholders,

I want to share today a little about the process of forecasting, and what is going on inside GBI, which has us so excited.

When I was part of both Cap Cities/ABC and the Walt Disney Company, we used to do 5-year projections. I questioned at first why they had us do them so far out, and was told that it was an important discipline in keeping a good handle on our business. Particularly so, because of the 3-year development and production cycle to get animation and consumer products into the marketplace. Brands from Lion King to Frozen were worked on 5 years before they actually hit the shelves. Of course the early years and quarters had better visibility and precision, however, the process was constantly being updated, and it became an important business tool. Despite often being asked, we have never done forecasts at Genius Brands before now, and the reason was we simply didn't have enough data and visibility.

Today, however, with a number of brands now coming to market, others in production and amidst active robust sales, we finally are beginning to have that visibility. And the visibility looks good. Genius Brands, today, has over 1,000 consumer products contracted for with licensees and retailers in various stages of being brought to the marketplace beginning next month in September.  We have programs and content contracted for and sold to territories all over the world. With that in mind, we have brought the same conservative forecasting methodology as I was trained in at Cap Cities/ABC and the Walt Disney Company. The forecast is our estimate of where we see the company going, and we are excited that based on our existing contracts, as well as those being negotiated and reasonably anticipated, in Q4 2015 we forecast our revenue to be close to breakeven at $1.4 million and expect GBI turning cash flow positive in mid 2016. In addition, the laddered nature of our business with new brands rolling out continuously has a cumulative impact with each successive quarter and makes us able to plan for when we become cashflow positive as we ramp up and grow.  

Those forecasts were built from the ground up, brand by brand, category by category, for content sales and consumer products sales, with the executives overseeing those divisions, and vetted up through management and finance. We have not yet included channel revenue for Kid Genius Channel on XFinity by Comcast because we will not have visibility until after we are on the air, however, in all cases those businesses will be accretive to earnings. Equally so, for our upcoming music business. As we gain visibility on those businesses, they will be integrated and updated quarterly with the current forecasts for our internal management and control of our business.

Link: Watch Thomas Edison’s Secret Lab

Link: Kid Genius Channel

Andy Heyward
Chairman & CEO
Genius Brands International, Inc.