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