Kartoon Studios, Inc. — Director's Dealing 2012

May 17, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Genius Brands International, Inc. (GNUS)
CIK: 0001355848
Period of Report: 2011-12-31

Reporting Person: BALABAN LARRY (Director, Chief Creative Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-02	Common Stock	A	5017999	—	Acquired	6017999	Direct
2012-05-16	Common Stock	J	76000	$0.25	Acquired	5941999	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-31	Options	$0.22	A	100000	Acquired	2016-12-31	Common Stock (100000)	Direct

Footnotes

F1: Represents 3,938,567 shares acquired through the redistribution of the shares formerly owned by the Balaban Family Trust dated December 31, 2005 with Ms. Sara Balaban and 1,079,432 acquired pursuant to a conversion of a then outstanding note balance of $431,772.73 into 2,158,864 shares of the Company's common stock (half of which was then transferred to Sara Balaban) and 1,000,000 shares of common stock held in the Balaban Children's Trust dated October 15, 2006 (the "Children's Trust"), over which Mr. Balaban is a co-trustee with Sara Balaban. Mr. Balaban disclaims ownership of shares held by the Children's Trust.

F2: Issued to Reporting Person after the redistribution of the shares formerly owned by the Balaban Family Trust dated December 31, 2005 and through a note conversion agreement with the Company.

F3: Issued directly from the Issuer pursuant to the Issuer's Stock Option Plan on December 31, 2011.

F4: Shares transferred to a third party for services provided on May 16, 2012.