What changed in this filing

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Item 1. Business

2022-04-06 compared with 2021-03-31 · 357 added, 308 removed, 40 unchanged (94% of the section changed)

Genius Brands International, Inc.

(“we,”

“us,”

“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”

for toddlers to tweens, which provides enrichment as well as 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 which owns or controls the underlying rights to Llama Llama ,

Genius Brands International,

(“we,” “us,” “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 primarily on television

and streaming platforms and license our properties for 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 Stan Lee’s Superhero Kindergarten produced with Stan Lee’s Pow!

Entertainment

and Oak Productions.

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

Another new offering

Pop Quiz , a live action game show featuring kids as contestants.

The show is hosted by Casey Simpson, a prominent social

media influencer and former Nickelodeon star.

Pop Quiz and Superhero Kindergarten are being broadcast in the

United States on the Company’s wholly-owned advertiser supported video on demand (“AVOD”) distribution outlet, the Kartoon

Other series include the preschool property Rainbow Rangers , which debuted in November 2018 on Nickelodeon, and which

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

by Netflix for a second season.

Our content 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 in production on a new animated series starring Shaquille O’Neal

called Shaq’s Garage , which we expect to debut during the fourth quarter of 2022.

In addition, we act as licensing

agent 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.

Effective as of June 1, 2021,

we executed an Operating Agreement with POW!, Inc.

(“POW!”) to form a joint venture 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 (“SLU”)

and activity commenced during the fourth quarter of 2021.

In exchange for a cash investment of $2.0 million, we obtained 50% ownership

in the entity as a variable interest in the Stan Lee trade name.

This agreement enables SLU 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 (the “Stan Lee Assets”),

from which we plan to develop and license multiple properties each year.

SLU is considered a variable interest entity in which we are

the primary beneficiary.

Accordingly, the transaction was accounted for as an asset acquisition of a trade name intangible in the amount

of $4.0 million and the results of SLU are included in our consolidated financial statements, with the portion of non-controlling interest

recorded in our stockholders’ equity.

During June 2021, we started

investing our excess cash into available-for-sale marketable securities.

As of December 31, 2021, we held $112.5 million of securities,

with a recorded unrealized loss on fair value of $1.3 million and received $1.2 million in interest income.

On December 1, 2021, we completed

a $6.8 million investment in Your Family Entertainment (“YFE”).

In exchange for $3.4 million in cash and 2,281,269 shares

of our common stock (valued at approximately $3.4 million as of December 1, 2021), we received 3,000,500 shares of YFE’s common

As of December 31, 2021, we had a 29% economic ownership interest in YFE.

On January 13, 2022, we acquired

Canadian streaming service Ameba TV and gained access to its kid-safe platform technology and 13,000 episodes of content including Casper

the Friendly Ghost , Donkey Kong Country, Gummy Bears and Rescue Heroes .

We purchased 100% of Ameba’s issued and

outstanding shares for $3.5 million in cash and paid $0.3 million for the underlying software code that powers the subscription video

on demand (“SVOD”) deliveries.

With the acquisition, we will launch a subscription-based streaming platform, the Kartoon

The platform will include all of the popular animated programs of a children’s channel, metaverse features

and it will be fully curated and child safe.

The platform will also offer collectable digital cards based on many of the channel’s

popular characters, including those from the upcoming Stan Lee Universe and a digital currency for kids called Kidaverse MetaBuck$.

Additionally, we intend for the Kartoon Channel!

Kidaverse to introduce child-safe messaging, podcasts, music, and additional content.

Pending Acquisition

On October 26, 2021, 1326919

LTD., a corporation existing under the laws of the Province of British Columbia and our wholly-owned subsidiary, and Wow Unlimited

(“WOW”), a corporation existing under the laws of the Province of British Columbia, entered into an Arrangement

Agreement to effect a transaction among the parties by way of a plan of arrangement under the arrangement provisions of Part 9, Division

5 of the Business Corporations Act , whereby we will purchase 100% of WOW’s issued and outstanding shares for $38.4 million

in cash and 11,000,000 shares of our common stock.

We believe that the acquisition will allow us

to expand our audience demographic into the potentially lucrative teen and young adult marketplaces, provide additional content on the

Kartoon Channel!

and provide additional brands to be licensed for consumer products and our global distribution sales networks.

over-arching strategic goal is to be a leading global producer and distributor of kids’ media.

To achieve that goal, we are developing,

producing, marketing and licensing new branded children’s entertainment properties.

The criteria for moving forward on a new project

include positive social messaging and fun and unique storytelling.

We have invested heavily into our wholly owned worldwide distribution

system and our content is available to kids and families on a multitude of platforms and devices.

We also have a licensing team to develop

and sell consumer products based on the brands we manage.

Original Content

We own and produce original content that

is meant to entertain and enrich toddlers to tweens as well as families.

We own and produce original

content that is meant to entertain and enrich toddlers to tweens as well as families.

It is generally a three-year cycle from the inception

of an idea, through production of the content and development and distribution of a range of consumer products to retail, creating

an inevitable lag time between the creation of the intellectual property to the realization of economic benefit of those assets.

Our goal is to maintain a robust and diverse portfolio of brands, appealing to various interests and ages, featuring evergreen

topics with global appeal.

Our portfolio of intellectual property can be licensed, re-licensed, and potentially exploited for years

to come, with revenue derived from multiple sources and territories.

of an idea, through production of the content and development and distribution of a range of consumer products to retail, creating an

inevitable lag time between the creation of the intellectual property to the realization of economic benefit of those assets.

is to maintain a robust and diverse portfolio of brands, appealing to various interests and ages, featuring evergreen topics with global

Our portfolio of intellectual property can be licensed, re-licensed, and potentially exploited for years to come, with revenue

derived from multiple sources and territories.

Our portfolio of original content includes:

Content in Production

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.

Shaq’s Garage

is expected to be launched on the Kartoon Channel!

during the fourth quarter of 2022.

Rainbow Rangers Season

From Shane Morris, the writer of Frozen , and Rob Minkoff, the director of The Lion King , Rainbow Rangers is

an animated series about the adventures of seven magical girls from Kaleidoscopia, a fantastic land on the other side of the rainbow.

The Rangers serve as Earth’s guardians and first-responders.

Season 3 will be launched on the Kartoon Channel!

We are also currently negotiating broadcast agreements in several additional territories.

Already Released Content

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

In conjunction with Stan Lee’s POW!

Entertainment and Arnold Schwarzenegger’s Oak Productions, we developed 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 :

Morris, the writer of Frozen , and Rob Minkoff, the director of The Lion King , Rainbow Rangers is an animated

series about the adventures of seven magical girls from Kaleidoscopia, a fantastic land on the other side of the rainbow.

serve as Earth’s guardians and first-responders.

When there’s trouble for the people or animals of the Earth, the Rangers

ride a rainbow across the sky to save the day.

Viacom’s Nick Jr.

has licensed the series for broadcast in the US.

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

International broadcast agreements are currently

being negotiated in numerous territories.

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.

Superhero Kindergarten premiered on the Kartoon Channel!

during the second quarter of 2021.

is a quiz show for kids that is distributed by the Kartoon Channel!

The show’s mission is to entertain, inspire, and educate.

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

Having a “game show” format, it premiered

on the Kartoon Channel!

during the third quarter of 2021.

Rainbow Rangers

We completed 26

half hour episodes in February of 2019 and the series premiered on Nick Jr.

Seasons 1 & 2 :

From Shane Morris, the writer of Frozen , and Rob Minkoff, the director of The Lion King , Rainbow

Rangers is an animated series about the adventures of seven magical girls from Kaleidoscopia, a fantastic land on the other side

of the rainbow.

The Rangers serve as Earth’s guardians and first-responders.

Viacom’s Nick Jr.

licensed the series for

broadcast in the U.S.

ordered a second season of Rainbow Rangers and we have delivered 26 half hour episodes and the series

premiered on Nick Jr.

in November 2018.

The series was created by Shane Morris,

the co-writer of Frozen , and Rob Minkoff, the director of The Lion King , Rainbow Rangers is an animated series

about the adventures of seven magical girls from Kaleidoscopia, a fantastic land on the other side of the rainbow.

serve as Earth’s guardians and first-responders.

When there’s trouble for the people or animals of the Earth, the Rangers

ride a rainbow across the sky to save the day.

We are also currently negotiating broadcast agreements in several additional

Llama Llama :

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 :

production of ten half-hour animated episodes in 2019 which were delivered to Netflix in September 2019.

Back for Season 2 are Llama

Llama ’s creators including 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

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.

a music and fashion driven animated property that has garnered over 17 million views and over 63,000 subscribers since its launch

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, 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 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.

In 2019, we completed production of an additional ten half-hour animated episodes which were delivered to Netflix in September 2019.

is a music and fashion driven animated property that has garnered over 17 million views and over 63,000 subscribers since its launch in

May 2016 on YouTube.

With 108 three-minute webisodes produced, SpacePop had a best-in-class production team which included Steve

Banks (head writer and story editor of Sponge Bob Square Pants ) as content writer;

Han Lee ( Pink Fizz, Bobby Jack )

for original character designs;

Han Lee ( Pink Fizz, Bobby Jack ) for original

character designs;

multiple Grammy Award-winning producer and music veteran Ron Fair (Fergie, Mary J.

Eyed Peas, Pussycat Dolls, Christina Aguilera and more), singer-songwriter Stefanie Fair (founding member of RCA’s girl group

Wild Orchid with Fergie) for the original SpacePop theme music;

and veteran music producer and composer John Loeffler (Kidz

Bop, Pokemon) for original songs.

SpacePop products range from apparel and accessories, to beauty, cosmetics, candy, books

Thomas Edison’s Secret Lab :

Edison’s Secret Lab is a STEM-based comedy adventure series by Emmy-nominated writer Steve Banks ( SpongeBob Square

Pants ), multi-Emmy Award-winning writer Jeffrey Scott ( Dragon Tales ), and Emmy Award-winning producer Mark Young ( All

Dogs Go To Heaven 2 ).

The series includes 52 eleven-minute episodes as well as 52 ninety-second original music videos produced

by Grammy Award-winning producer Ron Fair.

The animated series follows the adventures of Angie, a 12-year-old prodigy who, along

with her young science club, discovers Thomas Edison’s secret lab.

Warren Buffett’s Secret Millionaire’s

With 26 thirty-minute episodes and 26 four-minute webisodes, this animated series features Warren Buffett who acts as

a mentor to a group of entrepreneurial kids who have international adventures that lead them to encounter neighborhood and community

problems to solve.

Warren Buffett’s Secret Millionaire’s Club empowers kids by helping them learn about the

business of life and the importance of developing healthy life habits at an early age.

Blige, Black Eyed Peas, Pussycat

Dolls, Christina Aguilera and more), singer-songwriter Stefanie Fair (founding member of RCA’s girl group Wild Orchid with Fergie)

for the original SpacePop theme music;

and veteran music producer and composer John Loeffler ( Kidz Bop, Pokemon ) for original

SpacePop products range from apparel and accessories, to beauty, cosmetics, candy, books and music.

Thomas Edison’s Secret

Thomas Edison’s Secret Lab is a STEM-based comedy adventure series by Emmy-nominated writer Steve Banks, multi-Emmy

Award-winning writer Jeffrey Scott ( Dragon Tales ), and Emmy Award-winning producer Mark Young ( All Dogs Go To Heaven 2 ).

The series includes 52 eleven-minute episodes as well as 52 ninety-second original music videos produced by Grammy Award-winning producer

Ron Fair and premiered on public television in April 2015.

The animated series follows the adventures of Angie, a 12-year-old prodigy

who, along with her young science club, discovers Thomas Edison’s secret lab.

Warren Buffett’s Secret

Millionaire’s Club :

With 26 thirty-minute episodes and 26 four-minute webisodes, which premiered on public television in October

2011, this animated series features Warren Buffett who acts as a mentor to a group of entrepreneurial kids who have international adventures

that lead them to encounter neighborhood and community problems to solve.

Warren Buffett’s Secret Millionaire’s Club empowers

kids by helping them learn about the business of life and the importance of developing healthy life habits at an early age.

All of our released content

can be streamed on our Kartoon Channel!

Licensed Content

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.

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

partnership with Sony Pictures Home Entertainment from domestic to global in January 2017.

On August 31, 2018, Sony Pictures Home

Entertainment assigned all of its rights and interest in our programs to Alliance Entertainment, LLC (“AEC”).

In June 2020, we launched

the Kartoon Channel!

, a digital family entertainment destination that delivers enduring childhood moments of humor, adventure,

and discovery and is available across multiple AVOD and over-the-top 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.

The Kartoon Channel!,

is available in over 170 million U.S.

television households and on over 300 million devices, delivering numerous episodes of carefully

curated free family-friendly content.

The channel features animated classics for little kids, including “ The Wubbulous World

Seuss,” “Babar,” “Mello Dees,” “Super Simple Songs,” and “Baby Genius,”

and content for bigger kids, such as “Pac-Man,” “Angry Birds,” “Yu-Gi-Oh,” and “ Bakugan, ”

to original programming like “Stan Lee’s Superhero Kindergarten, ” starring Arnold Schwarzenegger.

also offers STEM-based content through its Kartoon Classroom!, including “ Baby Einstein,” “Lil

Doc,” “Counting with Earl,” and more.

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.

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 with and actively solicit placement for our content with 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, Zumo and Connected TV.

We replicate this model of ubiquity around the world defining content distribution strategies

by market that blends the best of linear, video on demand (“VOD”), and digital distribution.

Finally, we expanded our long-term

strategic partnership with Sony Pictures Home Entertainment from domestic to global in January 2017.

On August 31, 2018, Sony Pictures

Home Entertainment assigned all of its rights and interest in our programs to Alliance Entertainment, LLC.

Consumer Products

A source of our revenue is our licensing

and merchandising activities from our underlying intellectual property content.

We work directly in licensing properties to a variety

of manufacturers and occasionally to retailers.

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

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.

A source of our revenue is

our licensing and merchandising activities from our underlying intellectual property content.

We work directly in licensing properties

to a variety of manufacturers and occasionally to retailers.

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

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

Products bearing our trademarks 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.

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 the brands of Genius via a 360-degree approach to reach audiences through all touchpoints.

Successful marketing campaigns for our brands have not only included traditional marketing tactics but now also include utilizing social

media 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.

platform, which reaches over 170 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 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.

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.

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.

of “content with a purpose,” which we believe is a point of differentiation embraced by the industry, as well as parents and

Additionally, the Kartoon Channel!

1 unchanged sentence

Customers and Licensees

For the year ended December

31, 2021, one customer accounted for 14.6% of our revenue from the licensing of our products.

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.

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.

and MTV Networks Latin America.

As of December 31, 2021, we have partnered with over 50 consumer products licensees.

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

60 broadcasters in over 150 countries globally as well as a number of VOD and online platforms that have a global reach.

This broad cross-section

of customers includes companies such as Comcast, Netflix, Sony, YouTube, Mattel, Target, Penguin Publishing, Manhattan Toys, Roku,

Apple TV, Amazon, Google, Bertelsmann Music Group, Discovery International, and others both domestically and internationally.

of customers includes companies such as Comcast, Netflix, Sony, YouTube, Mattel, Target, Penguin Publishing, Manhattan Toys, Roku, Apple

TV, Amazon, Google, Bertelsmann Music Group, Discovery International, and others both domestically and internationally.

Government Regulation

The FCC requires broadcast networks to

air a required number of hours of Educational and Informational content (E/I).

The FCC requires broadcast

networks to air a required number of hours of educational and informational content (E/I).

We are subject to online distribution regulations,

namely the FTC’s Children’s Online Privacy Protection Act (COPPA) which regulates the collection of information of

children younger than 13 years old.

We are currently subject to regulations

applicable to businesses generally, including numerous federal and state laws that impose disclosure and other requirements upon

the origination, servicing, enforcement and advertising of credit accounts, and limitations on the maximum amount of finance charges

namely the FTC’s Children’s Online Privacy Protection Act (COPPA) which regulates the collection of information of children

younger than 13 years old.

We are currently subject to

regulations applicable to businesses generally, including numerous federal and state laws that impose disclosure and other requirements

upon the origination, servicing, enforcement and advertising of credit accounts, and limitations on the maximum amount of finance charges

that may be charged by a credit provider.

Although credit to some of our customers is provided by third parties without recourse

to us based upon a customer’s failure to pay, any restrictive change in the regulation of credit, including the imposition

of, or changes in, interest rate ceilings, could adversely affect the cost or availability of credit to our customers and, consequently,

our results of operations or financial condition.

Licensed toy products are subject to regulation

under the Consumer Product Safety Act and regulations issued thereunder.

These laws authorize the Consumer Product Safety Commission

(the “CPSC”) to protect the public from products which present a substantial risk of injury.

The CPSC can require the

manufacturer of defective products to repurchase or recall such products.

Although credit to some of our customers is provided by third parties without recourse to us

based upon a customer’s failure to pay, any restrictive change in the regulation of credit, including the imposition of, or changes

in, interest rate ceilings, could adversely affect the cost or availability of credit to our customers and, consequently, our results

of operations or financial condition.

Licensed toy products are

subject to regulation under the Consumer Product Safety Act and regulations issued thereunder.

These laws authorize the Consumer Product

Safety Commission (the “CPSC”) to protect the public from products which present a substantial risk of injury.

require the manufacturer of defective products to repurchase or recall such products.

The CPSC may also impose fines or penalties on manufacturers

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Similar laws exist in some states and other countries in which we plan to market our products.

Although we do not

manufacture and may not directly distribute toy products, a recall of any of the products may adversely affect our business, financial

condition, results of operations and prospects.

We also maintain websites which include

our corporate website located at www.gnusbrands.com, as well as www.spacepopgirls.com, www.kidgeniustv.com, www.babygenius.com,

Although we do not manufacture

and may not directly distribute toy products, a recall of any of the products may adversely affect our business, financial condition,

results of operations and prospects.

We also maintain websites

which include our corporate website located at www.gnusbrands.com, as well as www.spacepopgirls.com, www.kidgeniustv.com, www.babygenius.com,

www.smckids.com, www.slam7.com, www.edisonsecretlab.com and www.rainbowrangers.com.

1 unchanged sentence

directly applicable to internet communications and commerce, which is a currently developing area of the law.

The United States

has enacted Internet laws related to children’s privacy, copyrights and taxation.

However, laws governing the Internet remain

largely unsettled.

The growth of the market for Internet commerce may result in more stringent consumer protection laws, both in

the United States and abroad, that place additional burdens on companies conducting business over the Internet.

We cannot predict

with certainty what impact such laws will have on our business in the future.

In order to comply with new or existing

laws regulating Internet commerce, we may need to modify the manner in which we conduct our website business, which may result

in additional expense.

Because our products are manufactured by

third parties and licensees, we are not significantly impacted by federal, state and local environmental laws and do not have significant

The United States has enacted

internet laws related to children’s privacy, copyrights and taxation.

However, laws governing the internet remain largely unsettled.

The growth of the market for internet commerce may result in more stringent consumer protection laws, both in the United States and abroad,

that place additional burdens on companies conducting business over the internet.

We cannot predict with certainty what impact such laws

will have on our business in the future.

In order to comply with new or existing laws regulating internet commerce, we may need to modify

the manner in which we conduct our website business, which may result in additional expense.

Because our products are manufactured

by third parties and licensees, we are not significantly impacted by federal, state and local environmental laws and do not have significant

costs associated with compliance with such laws and regulations.

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

As of December 31, 2020, we own the following

properties and related trademarks:

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 , Kartoon

Channel , Kartoon Channel Jr.

Pop Quiz, Little Genius, Little Genius Jukebox.

As of December 31, 2021, we

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 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

the following partners and their related brands:

Martha Stewart’s Martha & Friends ;

and Gisele Bündchen’s

own the following properties and related trademarks:

“Rainbow Rangers” , “ SpacePop ”, “ Secret

Millionaires Club”, “Thomas Edison’s Secret Lab” , “ 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 Kartoon Channel!, Kartoon Channel!

Pop Quiz, Little Genius and Little Genius Jukebox .

As of December 31, 2021, we

hold 22 registered trademarks in multiple classes in the United States associated with the Genius brand.

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.

We also jointly

hold 92 registered trademarks in multiple classes in multiple countries associated with our ownership interest in Stan Lee Universe, in

addition to 6 pending trademarks.

As of December 31, 2021, we

also hold 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 the following partners and their related brands:

Martha Stewart’s “ Martha & Friends ”;

and Gisele Bündchen’s

“ 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.

What changed 10-K

Item 1. Business