What changed in this filing

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Item 1. Business

2021-03-31 compared with 2020-03-30 · 181 added, 151 removed, 167 unchanged (67% of the section changed)

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“our,”

or the “Company”) is a global content and brand management company that creates

and licenses multimedia content.

Led by experienced industry personnel, we distribute our content in all formats as well as a broad

range of consumer products based on our characters.

In the children's media sector, our portfolio features “content with

a purpose”

or the “Company”) is a global content and brand management

company that creates and licenses multimedia content.

Led by experienced industry personnel, we distribute our content in all

formats as well as a broad range of consumer products based on our characters.

In the children's media sector, our portfolio

features “content with a purpose”

for toddlers to tweens, which provides enrichment as well as entertainment.

New intellectual property titles include

the preschool property Rainbow Rangers , which debuted in November 2018 on Nickelodeon and which was renewed for a second

season and preschool property Llama Llama, which debuted on Netflix in January 2018 and was renewed by Netflix for

a second season.

Our library titles include the award winning Baby Genius , adventure comedy Thomas Edison's Secret Lab ®

and Warren Buffett's Secret Millionaires Club, created with and starring iconic investor Warren Buffett which is distributed

across our Genius Brands Network on Comcast’s Xfinity on Demand, AppleTV, Roku, Amazon Fire, YouTube, Amazon Prime, Cox,

Dish, Sling and Zumo as well as Connected TV.

We are also developing an all-new animated series, Stan Lee's Superhero Kindergarten

with Stan Lee's Pow!

Entertainment.

intellectual property titles include the preschool property Rainbow Rangers , which debuted in November 2018 on Nickelodeon

and which was renewed for a second season and preschool property Llama Llama, which debuted on Netflix in January 2018

and was renewed by Netflix for a second season.

Our library titles include the award-winning Baby Genius , adventure comedy

Thomas Edison's Secret Lab ®

and Warren Buffett’s Secret Millionaires Club, created with and starring iconic

investor Warren Buffett, which is distributed across our Genius Brands Network on Comcast’s Xfinity on Demand, AppleTV, Roku,

Amazon Fire, YouTube, Amazon Prime, Cox, Dish, Sling and Zumo, as well as Connected TV.

We are also developing an all-new animated

series, Stan Lee’s Superhero Kindergarten with Stan Lee’s Pow!

Entertainment, Oak Productions.

Schwarzenegger lends his voice as the lead and is also an Executive Producer on the series.

The show will be broadcast in the United

States on Amazon Prime and the Company’s wholly owned distribution outlet, Kartoon Channel!.

In July 2020, the Company entered

into a binding term sheet with POW, Inc.

(“POW!”) in which we agreed to form an entity with POW!

to exploit certain

rights in intellectual property created by Stan Lee, as well as the name and likeness of Stan Lee.

The entity is called “Stan

Lee Universe, LLC”.

and the Company are finalizing the details of the venture.

This agreement will enable us to assume

the worldwide rights, in perpetuity, to the name, physical likeness, physical signature, live-action and animated motion picture,

television, online, digital, publishing, comic book, merchandising and licensing rights to Stan Lee and over 100 original Stan Lee

creations, from which Genius Brands plans to develop and license approximately multiple properties each year.

In addition, we act as licensing agent

for Penguin Young Readers, a division of Penguin Random House LLC who owns or controls the underlying rights to Llama Llama ,

for Penguin Young Readers, a division of Penguin Random House LLC which owns or controls the underlying rights to Llama Llama ,

leveraging our existing licensing infrastructure to expand this brand into new product categories, new retailers, and new territories.

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Content in Production

Superhero Kindergarten :

In conjunction

with Stan Lee’s POW!

Entertainment and Arnold Schwarzenegger’s Oak Productions, we are developing an animated pre-school

series with the current title of “Stan Lee’s Superhero Kindergarten.”

Stan Lee’s Superhero Kindergarten

tells the story of a classroom, led by a former superhero/teacher voiced by Mr.

Schwarzenegger, filled with kids with superpowers

and how they learn to use those powers to fight against the forces of evil while still dealing with all of the issues that come

from being six years old.

Content in Development

Shaq’s Garage:

Garage, starring and co-produced by NBA legend, Shaquille O’Neal, is a children’s animated series about the secret

adventures of Shaquille’s extraordinary collection of cars, trucks, and other unique vehicles—the Shaq Pack.

Pop Quiz is a quiz show for kids that will be

distributed Kartoon Channel!

on their Kids and Family AVOD and FAST platform.

The show’s mission is

to entertain, inspire, and educate.

It will feature social media influencers as hosts and real kids who will win real prizes.

will have a “game show”

format and will premiere on Kartoon Channel!

Already Released Content

Rainbow Rangers Season 2 :

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ride a rainbow across the sky to save the day.

We have partnered with Mattel Inc.’s Fisher Price Toys as the master toy partner

for the series, and Viacom’s Nick Jr.

Viacom’s Nick Jr.

has licensed the series for broadcast in the US.

ordered a second season of

Rainbow Rangers and we have delivered the first 13 half hours.

International broadcast agreements are currently being negotiated

in numerous territories.

Content in Development

Superhero Kindergarten :

In conjunction

with Stan Lee’s POW!

Entertainment, Arnold Schwarzenegger’s Oak Productions and Alibaba we are developing an animated

pre-school series with the current title of “Stan Lee’s Superhero Kindergarten.”

Stan Lee’s Superhero

Kindergarten tells the story of a classroom, led by a former superhero/teacher voiced by Mr.

Schwarzenegger, filled with kids

with superpowers and how they learn to use those powers to fight against the forces of evil while still dealing with all of the

issues that come from being 6 years old.

Baby Genius :

For more than ten years, Baby

Genius has earned worldwide recognition for creating award-winning products for toddlers.

Its catalogue of 500 songs,

125 music videos, and toys features classic nursery rhymes, learning songs, classical music, holiday favorites and more.

a need in the marketplace for established pre-school content, the Baby Genius channel was launched featuring the award-winning

collection of Baby Genius Videos along with third party content providers sharing the Genius Brands “Content with a Purpose”

The Baby Genius brand is synonymous with safe, enriching content for preschoolers and is being re-launched as a life style

brand incorporating a new website, content and consumer products designed with today’s family in mind.

Already Released Content

ordered a second season of Rainbow Rangers and we have delivered 26 half hours.

International broadcast agreements are currently

being negotiated in numerous territories.

Rainbow Rangers :

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ride a rainbow across the sky to save the day.

A global licensing program is in place and the first products were introduced to

the market in the second quarter of 2019.

Llama Llama :

production of fifteen half-hour animated episodes in 2017 which premiered on Netflix in early 2018.

Llama ’s creators include Oscar-winning director Rob Minkoff ( The Lion King ), director Saul Blinkoff ( Doc

McStuffins ), showrunner Joe Purdy, art director Ruben Aquino ( Frozen ) and Emmy-winning producers Jane Startz and

Andy Heyward.

Based on the NY Times #1 best-selling children’s books of the same name, the animated series

centers on young Llama Llama’s first steps in growing up and facing childhood milestones.

Each episode is structured

around a childhood milestone and a life lesson learned by Llama Llama and his friends, told with a sense of humor, vitality,

and understanding.

We completed production

of fifteen half-hour animated episodes in 2017 which premiered on Netflix in early 2018.

Llama Llama ’s creators include

Oscar-winning director Rob Minkoff ( The Lion King ), director Saul Blinkoff ( Doc McStuffins ), showrunner Joe Purdy,

art director Ruben Aquino ( Frozen ) and Emmy-winning producers Jane Startz and Andy Heyward.

Based on the NY Times #1

best-selling children’s books of the same name, the animated series centers on young Llama Llama’s first steps in growing

up and facing childhood milestones.

Each episode is structured around a childhood milestone and a life lesson learned by Llama

Llama and his friends, told with a sense of humor, vitality, and understanding.

Llama Llama Season 2 :

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properties listed above, we represent Llama Llama in the licensing and merchandising space.

Genius Brands Network

Recognizing the need for a safe destination

devoted to providing educational, engaging, and entertaining "Content with a Purpose"

to kids and families, we launched

the Genius Brands Network, comprised of the Kid Genius Cartoon Network and Baby Genius TV.

The network is distributed on an advertiser

supported video-on-demand (“AVOD”) and subscription video-on-demand (“SVOD”) basis and is ubiquitously

available with cable and satellite providers (such as Comcast), OTT platforms (such as Roku), and mobile devices (such as Apple).

We are now available in over 100 million homes and 200 million mobile devices.

The Kid Genius Cartoon Network provides

quality programming for kids 6 - 11.

Our Kid Genius Cartoon Network presents kids with new and intriguing subjects that stimulate

their senses and imagination during every viewing.

We believe that parents will enjoy their kids being entertained and learning

from our enriching and educational series.

Featured series include , Genius -owned perennial favorites Thomas Edison's

Secret Lab and Warren Buffett’s Secret Millionaires Club, as well as content from third-party producers from around

Baby Genius TV provides enriching and entertaining

content for toddlers through preschoolers, where lessons are learned through music, laughter, and colorful characters that ignite

their imaginations.

Our programming includes Baby Genius, Amber the Ambulance, Dino the Dinosaur, Shark Academy , and

The Kid Genius Cartoon Channel Plus was

launched in September 2017 on Amazon Prime.

Kid Genius Cartoon Channel Plus is a subscription video-on-demand service available

for $3.99 per month to the approximately 100 million US Amazon Prime members that combines our Kid Genius and Baby Genius channels

into one premium offering.

Today’s global marketplace and the

manner in which content is consumed has evolved to a point where we believe there is only one viable strategy, ubiquity.

expect to be able to watch what they want whenever they want and wherever they want.

As such, content creators now must offer

direct access on multiple fronts.

This includes not only linear broadcast but also digital platforms.

We have strong ties to and

actively solicit placement for our content from large linear broadcasters such as Nickelodeon, The Disney Channel, Cartoon Network,

Sprout, and PBS.

Similarly, on the digital side, we are partnered with Comcast’s Xfinity platform as well as AppleTV, Roku,

Samsung TV, Amazon Fire, Amazon Prime, Netflix, YouTube, Cox, Dish, Sling and Zumo as well as Connected TV.

We replicate this model

of ubiquity around the world defining content distribution strategies by market that blends the best of linear, VOD, and digital

distribution.

Kartoon Channel!

In June 2020, Genius Brands launched its

Kartoon Channel!, a digital family entertainment destination available across multiple advertiser supported video on demand (“AVOD”)

and over-the-top (“OTT”) platforms, including Comcast, Cox, DISH, Sling TV, Amazon Prime, Amazon Fire, Apple TV, Apple

iOs, Android TV, Android Mobile, Google Play, Xumo, Roku, Tubi, and streaming via KartoonChannel.com, as well as accessible via

Samsung Smart TVs and LG TVs.

Genius Brands International’s digital

network, Kartoon Channel!, which is available in over 100 million U.S.

television households and over 300 million devices, is a

family entertainment destination that delivers enduring childhood moments of humor, adventure, and discovery.

Delivering numerous

episodes of carefully curated free family-friendly content, the channel features animated classics for little kids, including “The

Wubbulous World of Dr.

Seuss,”

“Babar,”

“Mello Dees,”

“Super Simple Songs,”

and “Baby

Genius,”

and content for bigger kids, such as “Pac-Man,”

“Angry Birds,”

“Yu-Gi-Oh,”

“Bakugan,”

to original programming like “Stan Lee’s Superhero Kindergarten,”

premiering in spring

2021 and starring Arnold Schwarzenegger, Kartoon Channel!

also offers STEM-based content through its Kartoon Classroom!, including

“Baby Einstein,”

“Lil Doc,”

“Counting with Earl,”

Today’s global marketplace and

the manner in which content is consumed has evolved to a point where we believe there is only one viable strategy, ubiquity.

Kids today expect to be able to watch what they want whenever they want and wherever they want.

As such, content

creators now must offer direct access on multiple fronts.

This includes not only linear broadcast in key territories around

the world but also across a multitude of digital platforms.

We have strong relationships to and actively solicit placement

for our content via major linear broadcasters, as well as on the digital side with Netflix, Comcast’s Xfinity platform,

AppleTV, Roku, Samsung TV, Amazon Fire, Amazon Prime, Netflix, YouTube, Cox, Dish, Sling and Zumo and Connected TV.

replicate this model of ubiquity around the world defining content distribution strategies by market that blends the best of

linear, VOD, and digital distribution.

Finally, we expanded our long-term strategic

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We work directly in licensing properties to a variety

of manufacturers, wholesalers, and retailers.

of manufacturers and occasionally to retailers.

We currently have across all brands in excess of 50 licensees and hundreds of licensed

products scheduled to enter the market.

Products bearing our marks can be found in a wide variety of retail distribution outlets

reaching consumers in retailers such as Wal-Mart, Target, Barnes & Noble, The Home Depot, Old Navy, Amazon.com and many more.

We often negotiate dedicated retail space on a direct basis with retailers that will include branded signage to give our brands

prominence and clear communication with the consumer.

License agreements that we enter into often include financial guarantees

and commitments from the manufacturers guaranteeing a minimum stream of revenue for us.

As licensed merchandise is sold at retail,

these advances and/or minimum guarantees can earn out at which point we could earn additional revenue.

We believe that generating awareness and

consumer interest in our brands requires a 360-degree approach to marketing.

Beyond the content creation and distribution, consumers

must become engaged with the content in all aspects of their lives.

Successful marketing campaigns for our brands have included

utilizing influencers (individuals with a strong, existing social media presence who drive awareness of our brands to their followers),

social media marketing, and participating in cross promotional consumer product campaigns.

We deploy digital and print advertising

to support the brands as well as work with external media relations professionals to promote our efforts to both consumer and trade.

We regularly initiate grass roots marketing campaigns and strategic partnerships with brands that align and offer value to us.

Our Genius Brands Network, with distribution in over 80 million households, provides reach for cross promotion of content and consumer

products either in development, in market or scheduled to enter the market.

Products bearing our marks can be found in a wide variety

of retail distribution outlets reaching consumers in retailers such as Wal-Mart, Target, Barnes & Noble, Kohl’s, Amazon.com

and many more.

License agreements that we enter into often include financial guarantees and commitments from the manufacturers

guaranteeing a minimum stream of revenue for us.

As licensed merchandise is sold at retail, these advances and/or minimum guarantees

can earn out at which point we could earn additional revenue.

Our marketing mission is to generate awareness

and consumer interest in our brands via a 360-degree approach to reach our audience through all touchpoints.

Successful marketing

campaigns for our brands have not only included traditional marketing tactics but now include utilizing influencers (individuals

with a strong, existing social media presence who drive awareness of our brands to their followers), strategic social media marketing,

and cross-promotional consumer product campaigns.

We also deploy digital and print advertising to support the brands, as well as

work with external media relations professionals to promote our efforts to both consumer and industry.

We consistently initiate

grass roots marketing campaigns and strategic partnerships with brands that align and offer value to us.

Our Kartoon Channel!

which reaches over 100 million U.S.

television households, provides reach for cross promotion of content and consumer products.

We compete against other creators of children’s

content including Disney, Nickelodeon, PBS Kids, and Sesame Street, as well as other small and large creators.

In the crowded children’s

entertainment space, we compete with these other creators for both content distribution across linear, VOD, and digital platforms

as well as retail shelf space for our licensed products.

To compete, we are focused on our strategic positioning of “content

with a purpose”

which we believe is a point of differentiation embraced by the industry, as well as parents and educators.

Additionally, the Kid Genius Cartoon Network, Baby Genius TV, and Kid Genius Cartoon Channel Plus enables us to increase the awareness

of our brands through an owned platform.

In the saturated

children’s media space, we compete with these other creators for both content distribution across linear, VOD, and digital

platforms, as well as retail shelf space for our licensed products.

To compete effectively, we are focused on our strategic positioning

of “content with a purpose,”

which we believe is a point of differentiation embraced by the industry, as well as parents

and educators.

Additionally, the Kartoon Channel!

enables us to increase the awareness of our brands through an owned platform.

Customers and Licensees

Typically, our business is not reliant

on one or a few major customers;

however, in 2019, two customers accounted for 65% of our revenue from the delivery of Llama

For the year ended December 31, 2020, two

customers accounted for 44% of our revenue from the delivery of Rainbow Rangers Season 2 to Nick Jr.

and MTV Networks Latin

For the year ended December 31, 2019 two customers accounted for 65% of our revenue from the delivery of Llama

Llama Season 2 to Netflix and the delivery of Rainbow Rangers Season 1 to Nick Jr.

In 2018, one customer

accounted for 20% of our revenue.

As of December 31, 2019, we had partnered with over 60 consumer products licensees going to market

with nearly 500 stock keeping units (“SKU”).

As of the same date, we licensed our content to over 44 broadcasters in

over 90 territories globally as well as a number of VOD and online platforms that have a global reach.

As of December 31,

2020, we had partnered with over 50 consumer products licensees.

As of the same date, we licensed our content to over 50 broadcasters

in over 145 countries globally as well as a number of VOD and online platforms that have a global reach.

This broad cross-section

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costs associated with compliance with such laws and regulations.

As of December 31, 2019, we had 19 full-time

equivalent employees and one contracted part-time employee.

We employ on an outsourced, as-needed basis, contractors in the fields

of investor relations, public relations, accounting and production.

Human Capital

Our continued success depends on management

implementing effective human resource initiatives in order to recruit, develop and retain key employees.

As of December 31, 2020,

we had 27 full-time equivalent employees and one contracted part-time employee.

We employ on an outsourced, as-needed basis, contractors

in the fields of investor relations, public relations, accounting, legal, and production.

We strive to foster an innovative and

team-oriented culture and view our human capital resources and initiatives as an ongoing priority.

Further in 2020, we appointed

one of our employees as our first “Director of Diversity.”

That individual works to both insure that diverse candidates

are considered for open positions and works to make sure our content offerings represent characters of diverse backgrounds and

are free from bias.

Intellectual Property

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properties and related trademarks:

“SpacePop”, Secret Millionaires Club , Thomas Edison’s Secret Lab,

“Baby Genius”, “Kid Genius”, “Wee Worship”, “A Squared”, and “Kaflooey”,

SpacePop ”, Secret Millionaires Club , Thomas Edison’s Secret

Baby Genius ”, “

Kid Genius ”, “

Wee Worship ”, and “

Kaflooey ”,

as well as several other names and trademarks on characters that had been developed for our content and brands.

Additionally, we

have the United States trademark and various international trademarks applications pending for Rainbow Rangers .

have the United States trademark and various international trademarks applications pending for Rainbow Rangers , Kartoon

Channel , Kartoon Channel Jr.

Pop Quiz, Little Genius, Little Genius Jukebox.

As of December 31, 2020, we

hold 14 registered trademarks in multiple classes in the United States as well as additional trademarks in the United States

that are associated with our other brands.

We also have a number of registered and pending trademarks in Europe, Australia, China,

Japan and Mexico and other countries in which our products are sold.

hold thirteen (13) registered trademarks in multiple classes in the United States associated with our brands.

We also have a number

of registered and pending trademarks in Europe, Australia, China, Japan and Mexico and other countries in which our products are

As of December 31, 2020, we also

held 146 motion picture, 13 sound recordings, and two literary work copyrights

related to our video, music and written work products.

held 146 motion pictures, 13 sound recordings, and two literary work copyrights related to our video, music and written work products.

We have 50/50 ownership agreements with

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Gisele & the Green Team.

In addition to the wholly-owned or partially-owned

properties listed above, we represent Llama Llama in the licensing and merchandising space.

In addition to the wholly-owned or

partially-owned properties listed above, we represent Llama Llama in the licensing and merchandising space.

What changed 10-K

Item 1. Business