March 12, 2012

VIA EDGAR

Maryse Mills-Apenteng

Special Counsel

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Preliminary Information Statement on Schedule 14C

Filed February 29, 2012

File No. 000-21537

Dear Ms. Mills-Apenteng:

We hereby submit the responses of Grandparents.com, Inc. (the “Corporation”) to the comments of the staff of the Division of Corporation Finance (the “Staff”) contained in your letter, dated March 8, 2012, to Joseph Bernstein of the Corporation in regard to the above-referenced Preliminary Information Statement on Schedule 14C filed on February 29, 2012 (the “Original Filing”).

For convenience of reference, each Staff comment contained in your letter is reprinted below in italics, numbered to correspond with the paragraph numbers assigned in your letter, and is followed by the corresponding response of the Corporation. Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Corporation on a consolidated basis. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Original Filing.

Action 1 – Approval, Ratification and Adoption of the 2012 Stock Incentive Plan, page 13

Response: The Corporation has revised its disclosure in “Action 1 - Approval, Ratification and Adoption of the 2012 Stock Incentive Plan” to include the information required by Item 10 of Schedule 14A.

Specifically, the Corporation has revised its disclosure to include the “New Plan Benefits” table required by Item 10(a) of Schedule 14A with respect to grants of non-qualified stock options under the 2012 Stock Incentive Plan in February 2012 and to include the information required by Item 201(d) pursuant to Item 10(c) of Schedule 14A. Please note that the information required by Item 10(b) of Schedule 14A is not required because the 2012 Stock Incentive Plan is not a pension or retirement plan.

The Corporation also added disclosure stating that the Corporation cannot determine the number or type of awards to be granted in the future and that future grants of awards under the 2012 Stock Incentive Plan are subject to the discretion of the Committee.

Action 2 – Approval of an Amendment to Second Amended and Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock, page 17

Response: The Corporation believes that the information required by Items 11(a) through 11(d) of Schedule 14A is required and that it has provided adequate disclosure of same in the Original Filing. However, the Corporation does not believe that the financial information required by Item 11(e) of Schedule 14A is required.

Items 11(a) through 11(d) of Schedule 14A

The Corporation believes the Original Filing contains adequate disclosure with respect to Items 11(a) through 11(d) of Schedule 14A. Specifically:

Item 11(e) of Schedule 14A

The Corporation believes the information required by Item 11(e) of Schedule 14A, which is the information required by Item 13(a) of Schedule 14A, is not required to be provided in connection with Action 2. Instruction 1 to Item 13 of Schedule 14A provides, in part, that the information required by Item 13(a) may be omitted to the extent not material for the exercise of prudent judgment in regard to the matter being acted upon. Instruction 1 further provides that “information is not deemed material where the matter to be acted upon is the authorization or issuance of common stock, otherwise than in an exchange, merger, consolidation, acquisition or similar transaction.” Action 2 contemplates an increase in the number of authorized shares of Common Stock otherwise than in an exchange, merger, consolidation, acquisition or similar transaction. As more fully described in the Original Filing, Action 2 relates to an increase in the number of authorized shares of Common Stock to facilitate the conversion and exercise of outstanding securities and for other corporate purposes.

Although the Series A Preferred Stock was issued in the Transaction and the purpose, in part, of Action 2 is to effect the conversion of Series A Preferred Stock into shares of Common Stock, the Corporation does not believe that Action 2 should be characterized as the authorization or issuance of Common Stock in an exchange, merger, consolidation, acquisition or similar transaction. The increase in the number of authorized shares of Common Stock is not being effectuated solely for purposes of facilitating the issuance of Common Stock upon conversion and exercise of the Series A Preferred Stock issued in the Transaction, but to facilitate conversion and exercise of securities not issued in the Transaction and for other corporate purposes. As noted in the Original Filing, there are other outstanding securities for which the conversion or exercise thereof will depend upon the effectiveness of the Amendment. Also, the Corporation believes that increasing the number of authorized shares of Common Stock will enhance the Corporation’s ability to finance and expand its operations.

Even if the Staff were to characterize Action 2 as the authorization or issuance of Common Stock in an exchange, merger, consolidation, acquisition or similar transaction, the Corporation does not believe the information required by Item 11(e) of Schedule 14A would be material to the exercise of prudent judgment with respect to the action taken. In this regard, it should be noted that the Series A and Series B Preferred Stock are substantially identical to the Common Stock and neither the Series A nor Series B Preferred Stock is a senior security with respect to Common Stock. Rather, the Series A and Series B Preferred Stock have the same voting rights, dividend rights and rights upon liquidation as the Common Stock and vote together as a single class with the Common Stock. The relative voting power of the holders of Series A and Series B Preferred Stock, Common Stock and the Corporation’s other voting securities will not change upon conversion of Series A and Series B Preferred Stock into Common Stock.

Finally, we note that the Corporation is not soliciting proxies from stockholders. Rather, the Corporation is providing the Information Statement for informational purposes only. The Corporation has already obtained all required approvals for the actions under the Delaware General Corporation Law.

The Corporation acknowledges that: