Kartoon Studios, Inc. — Director's Dealing 2011

Jul 5, 2011

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: PACIFIC ENTERTAINMENT CORP (PENT)
CIK: 0001355848
Period of Report: 2011-07-05

Reporting Person: BALABAN LARRY (Director, Chief Creative Off. and Sec., 10% Owner)
Reporting Person: Balaban Family Trust dated December 13, 2005 (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, no par value	7801134	Indirect
Common Stock, no par value	1000000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Qualified Stock Option	$.40	2014-01-20	Common Stock (2000000)		Direct
Non-Qualified Stock Option	$.44	2021-04-01	Common Stock (250000)		Direct
Non-Qualified Stock Option	$.44	2021-04-01	Common Stock (250000)		Direct
Non-Qualified Stock Option	$.44	2021-04-01	Common Stock (250000)		Direct
Non-Qualified Stock Option	$.44	2021-04-01	Common Stock (250000)		Direct

Footnotes

F1: This is a joint filing by Larry A. Balaban and Balaban Family Trust dated December 13, 2005 (the "Trust"). Mr. Balaban shares voting power over shares held by the Trust with co-trustee Sara Balaban.

F2: As co-trustee of these trusts, Mr. Balaban is deemed a beneficial owner of the shares held in the trusts pursuant to Rule 13d-3(d)(1). However, Mr. Balaban disclaims ownership of these securities except to the extent of any pecuniary interest therein.

F3: On April 1, 2011, the Issuer awarded Mr. Balaban an option to purchase up to 1,000,000 shares of its no par value common stock. The option vests as to 250,000 shares on each of the grant date and the first through third anniversaries of the grant date.