UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-K /A

(Amendment No. 1)



|☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
    THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the fiscal year ended December 31,
2016



|☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934
|- | --------------------------------------------------------------------------------------------



For the transition period from ___________to___________



000-54389

Commission file number



GENIUS BRANDS INTERNATIONAL, INC.

(Exact name of registrant as specified
in its charter)



|Nevada                          |  | 20-4118216         
|------------------------------- |  | -------------------
|(State or other jurisdiction of |  | (I.R.S. Employer   
|incorporation or organization)  |  | Identification No.)



301 N. Canon Drive, Suite 305Beverly Hills, CA 90210

310-273-4222

(Address and telephone number of principal
executive offices)



____________________________

(Former name, former address and former
fiscal year, if changed since last report)



Securities registered pursuant to Section
12(b) of the Act:



|Title of each class                      | Name of Exchange where registered
|---------------------------------------- | ---------------------------------
|                                         |                                  
|Common Stock, par value $0.001 per share | The NASDAQ Capital Market, LLC   



Securities registered pursuant to
Section 12(g) of the Act:   None.



Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes  o   No 
x



Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  o   No 
x



Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes  x   No  o



Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was
required to submit and post such files) .  Yes  x   No o



Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the
registrant’s knowledge, in the definitive proxy or information statement incorporated by reference in Part III of this Form
10-K or amendment to Form 10-K. o

















Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See definitions of
“large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2
of the Exchange Act. (Check one):



|Large accelerated filer o                                             |  | Accelerated filer         | o
|--------------------------------------------------------------------- |  | ------------------------- | -
|Non-accelerated filer (Do not check if a smaller reporting company) o |  | Smaller reporting company | x



Emerging growth company o



If an emerging growth company, indicate
by check if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o



Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  o  No  x



The aggregate market value of the registrant’s
voting and non-voting common stock held by non-affiliates of the registrant (without admitting that any person whose shares are
not included in such calculation is an affiliate) computed based upon the last sale price of the registrant’s common stock
as reported on the OTCQB on June 30, 2016 was $28,599,153.



As of April 28, 2017, there were 5,827,091
shares of the registrant’s common stock outstanding.





























EXPLANATORY NOTE



This Amendment No. 1 on Form 10-K/A,
or the Amendment, amends Genius Brands International, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31,
2016, originally filed on March 31, 2017, or the “Original Filing.” The purpose of this Amendment is to include information
required by Part III of the Annual Report on Form 10-K that was omitted from Part III of the Original Filing.



Except as described above, no other changes
have been made to the Original Filing. The Original Filing continues to speak as of the dates described in the Original Filing,
and we have not updated the disclosures contained therein to reflect any events that occurred subsequent to such dates. Accordingly,
this Amendment should be read in conjunction with the Company’s filings made with the Securities and Exchange Commission
(“SEC”) subsequent to the filing of the Original Filing, as information in such filings may update or supersede certain
information contained in this Amendment. In this Amendment, unless the context indicates otherwise, the terms “Company,”
“we,” “us,” and “our” refer to Genius Brands International, Inc.





























Genius Brands International, Inc.



Table of Contents



|           |  |                                                                                                    |  | Page
    Number |   
|---------- |  | -------------------------------------------------------------------------------------------------- |  | --------------- | --
|PART III.  |  |                                                                                                    |  |                 | 1 
|           |  |                                                                                                    |  |                 |   
|Item 10.   |  | Directors, Executive Officers and Corporate Governance                                             |  |                 | 1 
|           |  |                                                                                                    |  |                 |   
|Item 11.   |  | Executive Compensation                                                                             |  |                 | 6 
|           |  |                                                                                                    |  |                 |   
|Item 12.   |  | Security Ownership of Certain Beneficial Owners and Management
    and Related Stockholder Matters |  |                 | 10
|           |  |                                                                                                    |  |                 |   
|Item 13.   |  | Certain Relationships and Related Transactions, and Director
    Independence                      |  |                 | 12
|           |  |                                                                                                    |  |                 |   
|Item 14.   |  | Principal Accountant Fees and Services                                                             |  |                 | 13
|           |  |                                                                                                    |  |                 |   
|PART IV.   |  |                                                                                                    |  |                 | 14
|           |  |                                                                                                    |  |                 |   
|Item 15.   |  | Exhibits, Financial Statement Schedules                                                            |  |                 | 14
|           |  |                                                                                                    |  |                 |   
|SIGNATURES |  |                                                                                                    |  |                 | 16























i







PART III



|Item 10. | Directors, Executive Officers and Corporate Governance
|-------- | ------------------------------------------------------



Board of Directors,
Executive Officers, Promoters and Control Persons



The following table sets forth information
about our directors and executive officers as of April 28, 2017:



|Name                  |  | Age |    |  | Position
|--------------------- |  | --- | -- |  | --------
|                      |  |     |    |  |         
|Andy Heyward          |  |     | 68 |  |         
|Rebecca D. Hershinger |  |     | 43 |  |         
|Gregory Payne         |  |     | 62 |  |         
|Bernard Cahill *      |  |     | 51 |  |         
|Joseph “Gray” Davis * |  |     | 74 |  |         
|P. Clark Hallren *    |  |     | 55 |  |         
|Amy Moynihan Heyward  |  |     | 50 |  |         
|Margaret Loesch *     |  |     | 71 |  |         
|Lynne Segall*         |  |     | 64 |  |         
|Anthony Thomopoulos * |  |     | 78 |  |         

_______

* Denotes directors who are “independent”
under applicable SEC and NASDAQ rules.



Our directors hold office until the earlier
of their death, resignation or removal or until their successors have been elected and qualified.



Background
Information



Andy Heyward, 68, has been the
Company’s Chief Executive Officer since November 2013 and the Company’s Chairman of the Board since December 2013.
Mr. Heyward co-founded DIC Animation City in 1983 and served as its Chief Executive Officer until its sale in 1993 to Capital
Cities/ ABC, Inc. which was eventually bought by The Walt Disney Company in 1995. Mr. Heyward ran the company while it was owned
by The Walt Disney Company until 2000 when Mr. Heyward purchased DIC Entertainment L.P. and DIC Productions L.P, corporate successors
to the DIC Animation City business, with the assistance of Bain Capital and served as the Chairman and Chief Executive Officer
of their acquiring company DIC Entertainment Corporation, until he took the company public on the AIM. He sold the company in
2008. Mr. Heyward co-founded A Squared Entertainment LLC in 2009 and has served as its Co-President since inception. Mr. Heyward
earned a Bachelor of Arts degree in Philosophy from UCLA and is a member of the Producers Guild of America, the National Academy
of Television Arts and the Paley Center (formerly the Museum of Television and Radio). Mr. Heyward gave the Commencement address
in 2011 for the UCLA College of Humanities, and was awarded the 2002 UCLA Alumni Association's Professional Achievement Award.
He has received multiple Emmys and other awards for Children’s Entertainment.  He serves on the Board of Directors
of the Cedars Sinai Medical Center. Mr. Heyward has produced over 5,000 half hour episodes of award winning entertainment, among
them Inspector Gadget; The Real Ghostbusters; Strawberry Shortcake; Care Bears; Alvin and the Chipmunks;
Hello Kitty’s Furry Tale Theater; The Super Mario Brothers Super Show; The Adventures of Sonic the Hedgehog; Sabrina
The Animated Series; Captain Planet and the Planeteers; Liberty’s Kids, and many others. Mr. Heyward was
chosen as a director because of his extensive experience in children’s entertainment and as co-founder of A Squared Entertainment.



Rebecca D. Hershinger, 43, is a
longtime financial executive and has been the Company’s Chief Financial Officer since April 2016. Ms. Hershinger is the
former VP of Finance for Metro-Goldwyn-Mayer and began working with Genius Brands through CFO Advisory Services, Inc., a corporation
she founded that provided accounting and business advisory services to private and public companies. Ms. Hershinger oversees all
of the Company’s corporate finance, accounting and financial reporting functions. Ms. Hershinger also plays a role for Genius
Brands with its investor relations and corporate development initiatives. Prior to joining the Company, Ms. Hershinger held finance
and corporate development positions at Metro-Goldwyn-Mayer, Inc. in which she was responsible for various finance functions related
to M&A analysis, cross-collateralized slate film financing vehicles, and motion picture deal analysis. Ms. Hershinger also
served as an Investment Banking Analyst for JP Morgan Chase & Co., covering clients in the entertainment, real estate and
hotels & gaming industries. Ms. Hershinger received a Masters of Business Administration in Finance from The Wharton School,
University of Pennsylvania, and a Bachelor of Science in Business Administration from Georgetown University.









1







Gregory Payne, 62, has been the
Corporate Secretary of the Company since November 2013 and the Chief Operating Officer and General Counsel to A Squared Entertainment
LLC since October 2011 and A Squared Holdings LLC since March 2009. He was an attorney in private practice and the Chairman of
Foothill Entertainment, Inc. from 2000 to present. Mr. Payne served as Senior Vice President Legal and Business Affairs to DIC
Animation City, DIC Entertainment L.P. and DIC Productions L.P. variously during the period from 1986 to 1998 and was an attorney
in private practice from 1978 until 1986. Mr. Payne is a director and 50% shareholder of Foothill Entertainment Inc. Mr. Payne
received his Juris Doctorate from Stanford Law School.



Bernard Cahill, 51, has been a
Director of the Company since December 2013. Mr. Cahill is the founding partner of ROAR, LLC, an entertainment consulting firm,
which he founded in 2004 and is the founding partner of Cahill Law Offices, an entertainment law firm, which he founded in 1995.
Mr. Cahill is the founder of Unicorn Games LLC, which was sold to Hasbro, Inc. in 2000. Mr. Cahill holds a Bachelor’s of
Science degree in Biology from Illinois State University and a Juris Doctorate from the John Marshall Law School. Mr. Cahill is
a member of the Tennessee State and Illinois State Bar. Mr. Cahill was chosen to be a director based on his expertise in the entertainment
field.



Joseph “Gray” Davis, 74,has been a Director of the Company since December 2013. Mr. Davis served as the 37th governor of California from
1998 until 2003. Mr. Davis currently serves as “Of Counsel” in the Los Angeles, California office of Loeb & Loeb
LLP. Mr. Davis has served on the Board of Directors of DIC Entertainment and is a member of the bi-partisan Think Long Committee,
a Senior Fellow at the UCLA School of Public Affairs and Co-Chair of the Southern California Leadership Counsel. Mr. Davis received
his undergraduate degree from Stanford University and received his Juris Doctorate from Columbia Law School. Mr. Davis served
as lieutenant governor of California from 1995-1998, California State Controller from 1987-1995 and California State Assemblyman
from 1982-1986. Mr. Davis was chosen as a director of the Company based on his knowledge of corporate governance.



P. Clark Hallren, 55, has
been a Director of the Company since May 2014. Since August 2013, Mr. Hallren has been a realtor with HK Lane/Christie’s
International Real Estate and since August 2012, Mr. Hallren has served as an outside consultant to individuals and entities investing
or operating in the entertainment industry. From August 2012 to August 2014, Mr. Hallren was a realtor with Keller Williams Realty
and from August 2009 to August 2012, Mr. Hallren founded and served as managing partner of Clear Scope Partners, an entertainment
advisory company. From 1986 to August 2009, Mr. Hallren was employed by JP Morgan Securities Inc. in various capacities, including
as Managing Director of the Entertainment Industries Group. In his roles with JP Morgan Securities, Mr. Hallren was responsible
for marketing certain products to his clients, including but not limited to, syndicated senior debt, public and private subordinated
debt, public and private equity, securitized and credit enhanced debt, interest rate derivatives, foreign currency and treasury
products. Mr. Hallren holds Finance, Accounting and Economics degrees from Oklahoma State University. He also currently holds
Series 7, 24 and 63 securities licenses. Mr. Hallren was chosen as a director of the Company based on his knowledge and experience
in the entertainment industry as well as in banking and finance.



Amy Moynihan Heyward, 50, has
been a Director of the Company since December 2013. Ms. Heyward is the co-founder and served as the President of A Squared from
2009 until 2016. Prior to the formation of A Squared, Ms. Heyward served as the Vice President of Marketing at the Los Angeles
Times from 2006 to 2008 and from 2003 to 2006. Ms. Heyward served as the director of global marketing for McDonald’s Corporation.
From 2002 to 2003, Ms. Moynihan handled promotions and sponsorships for Hasbro, Inc. and from 1994 to 2000, Ms. Heyward worked
in various marketing posts for Disney. Ms. Heyward received degrees in Marketing Communications and Journalism from Northeastern
University and sits on the Boards of Directors of LA’s Best and After School All-Stars. Ms. Heyward was chosen as a director
because of her commercial and trade experience in creating and managing international brands and as co-founder of A Squared Entertainment.



Margaret Loesch, 71, was appointed
to the Board of Directors on March 18, 2015. Beginning in 2009 through 2014, Ms. Loesch, served as Chief Executive Officer and
President of The Hub Network, a cable channel for children and families, including animated features. The Company has, in the
past, provided The Hub Network with certain children’s programming. From 2003 through 2009 Ms. Loesch served as Co-Chief
Executive Officer of The Hatchery, a family entertainment and consumer product company. From 1998 through 2001 Ms. Loesch served
as Chief Executive Officer of the Hallmark Channel, a family related cable channel. From 1990 through 1997 Ms. Loesch served as
the Chief Executive Officer of Fox Kids Network, a children’s programming block and from 1984 through 1990 served as the
Chief Executive Officer of Marvel Productions, a television and film studio subsidiary of Marvel Entertainment Group. Ms. Loesch
obtained her bachelors of science from the University of Southern Mississippi. Ms. Loesch was chosen to be a director based on
her 40 years of experience at the helm of major children and family programming and consumer product channels.











2







Lynne Segall, 64, has been a Director
of the Company since December 2013. Ms. Segall has served as the Senior Vice President and Publisher of The Hollywood Reporter
since June 2011. From 2010 to 2011, Ms. Segall was the Senior Vice President of Deadline Hollywood. From June 2006 to May 2010,
Ms. Segall served as the Vice President of Entertainment, Fashion & Luxury advertising at the Los Angeles Times. In 2005,
Ms. Segall received the Women of Achievement Award from The Hollywood Chamber of Commerce and the Women in Excellence Award from
the Century City Chamber of Commerce. In 2006, Ms. Segall was recognized by the National Association of Women with its Excellence
in Media Award. Ms. Segall was chosen to be a director based on her expertise in the entertainment industry.



Anthony Thomopoulos, 78, was appointed
as a director of the Company on February 27, 2014. Mr. Thomopoulos served as the Chairman of United Artist Pictures from 1986
to 1989 and formed Thomopoulos Pictures, an independent production company of both motion pictures and television programs in
1989 and has served as its Chief Executive Officer since 1989. From 1991 to 1995, Mr. Thomopoulos was the President of Amblin
Television, a division of Amblin Entertainment. Mr. Thomopoulos served as the President of International Family Entertainment,
Inc. from 1995 to 1997. From June 2001 to January 2004, Mr. Thomopoulos served as the Chairman and Chief Executive Officer of
Media Arts Group, a NYSE listed company. Mr. Thomopoulos served as a state commissioner of the California Service Corps. under
Governor Schwarzenegger from 2005 to 2008. Mr. Thomopoulos is also a founding partner of Morning Light Productions. Since he founded
it in 2008, Mr. Thomopoulos has operated Thomopoulos Productions and has served as a consultant to BKSems, USA, a digital signage
company. Mr. Thomopoulos is an advisor and a member of the National Hellenic Society and holds a degree in Foreign Service from
Georgetown University and sat on its Board of Directors from 1978 to 1988. Mr. Thomopoulos was chosen as a director of the Company
based on his entertainment industry experience.



Family Relationships



There are no
family relationships between any of our directors and our executive officers with the exception of Andy Heyward and Amy Moynihan
Heyward, who are married.



Corporate Governance



General



We believe that
good corporate governance is important to ensure that the Company is managed for the long-term benefit of our stockholders. This
section describes key corporate governance practices that we have adopted.



Board Leadership Structure and Role in Risk Oversight



The Board of Directors has responsibility
for establishing broad corporate policies and reviewing our overall performance rather than day-to-day operations. The primary
responsibility of our Board of Directors is to oversee the management of our company and, in doing so, serve the best interests
of the company and our stockholders. The Board of Directors selects, evaluates and provides for the succession of executive officers
and, subject to stockholder election, directors. It reviews and approves corporate objectives and strategies, and evaluates significant
policies and proposed major commitments of corporate resources. Our Board of Directors also participates in decisions that have
a potential major economic impact on our company. Management keeps the directors informed of company activity through regular
communication, including written reports and presentations at Board of Directors and committee meetings.



Although we have not adopted a formal
policy on whether the Chairman and Chief Executive Officer positions should be separate or combined, we have traditionally determined
that it is in the best interest of the Company and its shareholders to partially combine these roles. Due to the small size of
the Company, we believe it is currently most effective to have the Chairman and Chief Executive Officers positions combined.



The Company currently has eight directors,
including Mr. Heyward, its Chairman, who also serves as the Company’s Chief Executive Officer. The Chairman and the Board
are actively involved in the oversight of the Company’s day to day activities.



16(a) Beneficial Ownership Reporting
Compliance



Section 16(a) of the Exchange Act
requires our officers, directors, and any persons who own more than 10% of common stock, to file reports of ownership of, and
transactions in, our common stock with the SEC and furnish copies of such reports to us. Based solely on our review of the copies
of such forms and amendments thereto furnished to us and on written representations from our officers, directors, and any person
whom we understand owns more than 10% of our common stock, we found that during 2016, Andy Heyward failed to file one Form 4 report
with the SEC on a timely basis, and Rebecca D. Hershinger failed to file one Form 4 report with the SEC on a timely basis.









3







Code of Conduct and Ethics



We have
adopted a Corporate Code of Conduct and Ethics and Whistleblower Policy that applies to all of our officers, directors and
employees. A copy of the Code of Conduct and Ethics may be obtained, free of charge, by submitting a written request to the
Company or on our website at www.gnusbrands.com. Disclosure regarding any amendments to, or waivers from, provisions
of the code of conduct and ethics that apply to our directors, principal executive and financial officers will be posted on
the “Investor Relations-Corporate Governance” section of our website at www.gnusbrands.com or included in a
Current Report on Form 8-K within four business days following the date of the amendment or waiver.



Board Committees



During 2016, our Board of Directors held four meetings.



The following table sets forth the three
standing committees of our Board and the members of each committee and the number of meetings held by our Board of Directors and
the committees during 2016:



|Director             |  | Board |       |  | Audit Committee |  |       | Compensation Committee |  |  | Nominating Committee | 
|-------------------- |  | ----- | ----- |  | --------------- |  | ----- | ---------------------- |  |  | -------------------- | 
|Andy Heyward         |  |       | Chair |  |                 |  |       |                        |  |  |                      | 
|Bernard Cahill       |  |       | X     |  |                 |  | X     |                        |  |  |                      | 
|Joseph “Gray” Davis  |  |       | X     |  |                 |  |       |                        |  |  |                      | 
|P. Clark Hallren     |  |       | X     |  |                 |  | Chair |                        |  |  | X                    | 
|Amy Moynihan Heyward |  |       | X     |  |                 |  |       |                        |  |  |                      | 
|Margaret Loesch      |  |       | X     |  |                 |  |       |                        |  |  |                      | 
|Lynne Segall         |  |       | X     |  |                 |  |       |                        |  |  |                      | 
|Anthony Thomopoulos  |  |       | X     |  |                 |  | X     |                        |  |  | Chair                | 
|                     |  |       |       |  |                 |  |       |                        |  |  |                      | 
|Meetings in 2016:    |  |       | 4     |  |                 |  | 4     |                        |  |  | 4                    | 



To assist it in carrying out its duties,
the Board of Directors has delegated certain authority to an Audit Committee, a Compensation Committee and a Nominating Committee
as the functions of each are described below.



Audit Committee



Messrs. Hallren, Cahill, and Thomopoulos
serve on our Audit Committee. Our Audit Committee’s main function is to oversee our accounting and financial reporting processes,
internal systems of control, independent auditor relationships and the audits of our financial statements. The Audit Committee’s
responsibilities include:



| | · | selecting, hiring, and compensating our independent
    auditors;
| | - | -----------------------------------------------------------------



| | · | evaluating the qualifications, independence and
    performance of our independent auditors;
| | - | --------------------------------------------------------------------------------------------



| | · | overseeing and monitoring the integrity of our financial
    statements and our compliance with legal and regulatory requirements as they relate to financial statements or accounting
    matters;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | approving the audit and non-audit services to be
    performed by our independent auditor;
| | - | ------------------------------------------------------------------------------------------



| | · | reviewing with the independent auditor the design,
    implementation, adequacy and effectiveness of our internal controls and our critical accounting policies; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | preparing the report that the SEC requires in our
    annual proxy statement.
| | - | -----------------------------------------------------------------------------











4







The Board of Directors has adopted an
Audit Committee Charter and the Audit Committee reviews and reassesses the adequacy of the Charter on an annual basis. The Audit
Committee members meet NASDAQ’s financial literacy requirements and are independent under applicable SEC and NASDAQ rules,
and the board has further determined that Mr. Hallren (i) is an “audit committee financial expert” as such term
is defined in Item 407(d) of Regulation S-K promulgated by the SEC and (ii) also meets NASDAQ’s financial
sophistication requirements.



Compensation
Committee



Messrs. Thomopoulos and Hallren serve
on the Compensation Committee and are independent under the applicable SEC and NASDAQ rules. Our Compensation Committee’s
main functions are assisting our Board of Directors in discharging its responsibilities relating to the compensation of outside
directors, the Chief Executive Officer and other executive officers, as well as administering any stock incentive plans we may
adopt. The Compensation Committee’s responsibilities include the following:



| | · | reviewing and recommending to our board of directors
    the compensation of our Chief Executive Officer and other executive officers, and the outside directors;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | conducting a performance review of our Chief Executive Officer;
| | - | ---------------------------------------------------------------



| | · | reviewing our compensation policies; and
| | - | ----------------------------------------



| | · | if required, preparing the report of the Compensation
    Committee for inclusion in our annual proxy statement.
| | - | ----------------------------------------------------------------------------------------------------------------



The Board of Directors has adopted a Compensation
Committee Charter and the Compensation Committee reviews and reassesses the adequacy of the Charter on an annual basis.



The Compensation Committee’s policy
is to offer our executive officers competitive compensation packages that will permit us to attract and retain highly qualified
individuals and to motivate and reward these individuals in an appropriate fashion aligned with the long-term interests of our
Company and our stockholders.



Compensation Committee Risk Assessment.We
have assessed our compensation programs and concluded that our compensation practices do not create risks that are reasonably
likely to have a material adverse effect on us.



Nominating
Committee



Ms. Segall serves on our Nominating Committee.
The Nominating Committee’s responsibilities include:



| | · | identify qualified individuals to serve as members
    of the Company’s board of directors;
| | - | -------------------------------------------------------------------------------------------



| | · | review the qualifications and performance of incumbent
    directors;
| | - | ---------------------------------------------------------------------



| | · | review and consider candidates who may be suggested
    by any director or executive officer or by any stockholder of the Company;
| | - | ----------------------------------------------------------------------------------------------------------------------------------



| | · | review considerations relating to board composition,
    including size of the board, term and age limits, and the criteria for membership on the board;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------



The Board of Directors has adopted a Nominating
Committee Charter which the Nominating Committee reviews and reassesses the adequacy of the Charter on an annual basis.









5







|Item 11. | Executive Compensation
|-------- | ----------------------



Executive Compensation



The following table provides information
regarding the total compensation for services rendered in all capacities that was earned during the fiscal year indicated by our
named officers for fiscal year 2016 and 2015.



Summary Compensation Table



|Name and Principal Position    |  | Year |      |  | Salary ($) |  |         | Bonus ($) |  |  | Stock
                                         Awards ($)
                                         (1) |  |  | Option
                                         Awards ($)
                                         (1) |   |  | All
                                         Other Compensation ($) |  |         | Total ($) | 
|------------------------------ |  | ---- | ---- |  | ---------- |  | ------- | --------- |  |  | ------------------------------------------------------------------------------------------------------ |  |  | ------------------------------------------------------------------------------------------------------- | - |  | ------------------------------------------------------------------- |  | ------- | --------- | 
|Andy Heyward (2)               |  |      | 2016 |  |            |  | 200,000 |           |  |  | 500                                                                                                    |  |  |                                                                                                         | – |  |                                                                     |  | –       |           | 
|Chief Executive Officer        |  |      | 2015 |  |            |  | 200,000 |           |  |  | –                                                                                                      |  |  |                                                                                                         | – |  |                                                                     |  | 740,752 |           | 
|                               |  |      |      |  |            |  |         |           |  |  |                                                                                                        |  |  |                                                                                                         |   |  |                                                                     |  |         |           | 
|Rebecca D. Hershinger (3)      |  |      | 2016 |  |            |  | 190,000 |           |  |  | 500                                                                                                    |  |  |                                                                                                         | – |  |                                                                     |  | 322,884 |           | 
|Chief Financial Officer        |  |      | 2015 |  |            |  | –       |           |  |  | –                                                                                                      |  |  |                                                                                                         | – |  |                                                                     |  | –       |           | 
|                               |  |      |      |  |            |  |         |           |  |  |                                                                                                        |  |  |                                                                                                         |   |  |                                                                     |  |         |           | 
|Gregory B. Payne (4)           |  |      | 2016 |  |            |  | 190,000 |           |  |  | 500                                                                                                    |  |  |                                                                                                         | – |  |                                                                     |  | –       |           | 
|Corporate Secretary            |  |      | 2015 |  |            |  | 175,000 |           |  |  | 500                                                                                                    |  |  |                                                                                                         | – |  |                                                                     |  | 149,116 |           | 
|                               |  |      |      |  |            |  |         |           |  |  |                                                                                                        |  |  |                                                                                                         |   |  |                                                                     |  |         |           | 
|Amy Moynihan Heyward (5)       |  |      | 2016 |  |            |  | 180,000 |           |  |  | –                                                                                                      |  |  |                                                                                                         | – |  |                                                                     |  | –       |           | 
|Former President               |  |      | 2015 |  |            |  | 180,000 |           |  |  | –                                                                                                      |  |  |                                                                                                         | – |  |                                                                     |  | 740,752 |           | 
|                               |  |      |      |  |            |  |         |           |  |  |                                                                                                        |  |  |                                                                                                         |   |  |                                                                     |  |         |           | 
|Michael Handelman (6)          |  |      | 2016 |  |            |  | 120,000 |           |  |  | –                                                                                                      |  |  |                                                                                                         | – |  |                                                                     |  | –       |           | 
|Former Chief Executive Officer |  |      | 2015 |  |            |  | 120,000 |           |  |  | –                                                                                                      |  |  |                                                                                                         | – |  |                                                                     |  | 65,504  |           | 



|(1) | The aggregate fair value of the stock awards and
    stock option awards on the date of grant was computed in accordance with FASB ASC Topic 718.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(2) | In association with
        the Merger, Mr. Heyward was appointed Chief Executive Officer of the Company on November 15, 2013. Per his employment
        agreement, Mr. Heyward is entitled to an annual salary of $200,000.
        
        On December 14, 2015,
        the Company granted Mr. Heyward 443,750 stock options with strike prices of $6.00 to $12.00, a term of five years, and
        vesting ranging from one to three years after the grant date anniversary related to Mr. Heyward’s role as Chief
        Executive Officer.
        
        On October 1, 2016,
        Llama Productions LLC entered into an animation production services agreement with Mr. Heyward for services as a producer
        for which he is to receive $186,000 through the course of production of the Company’s animated series Llama Llama.                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(3) | Ms. Hershinger was
        originally appointed Chief Financial Officer of the Company on October 24, 2014 and resigned on June 26, 2015 for which
        she earned $41,250 in 2015 pursuant to her engagement letter.
        
        On April 18, 2016,
        the Company entered into an employment agreement with Ms. Hershinger, whereby Ms. Hershinger agreed to serve as the Company’s
        Chief Financial Officer for a period of one year, with a mutual option for an additional one year period, in consideration
        for an annual salary of $175,000, which salary was to be increased to $190,000 per year not later than October 1, 2016.
        On April 17, 2017, the Company and Ms. Hershinger extended the employment agreement for one additional year.
        
        On September 13, 2016,
        the Company granted Ms. Hershinger 85,088 stock options with strike prices of $6.00 to $12.00, a term of five years, and
        vesting ranging from immediate to between one to three years after the grant date anniversary.











6







|(4) | In association with
        the Merger, Mr. Payne was appointed Corporate Secretary of the Company for which he is entitled to an annual salary of
        $175,000. Mr. Payne’s annual compensation was increased to $190,000 on October 1, 2016.
        
        On October 19, 2015,
        the Company granted Mr. Payne 20,003 stock options with a strike price of $2.82, a term of five years, and immediate vesting.
        On December 14, 2015, the Company granted Mr. Payne 65,085 stock options with strike prices of $6.00 to $12.00, a term
        of five years, and vesting ranging from one to three years after the grant date anniversary.                                                                                                                                                                                                                                 
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(5) | In association with
        the Merger, Ms. Heyward was appointed President of the Company on November 15, 2013. Ms. Heyward resigned from her position
        as President of the Company and President of A Squared on August 28, 2016. Per her November 15, 2013 Employment Agreement,
        Ms. Heyward was entitled to an annual salary of $180,000.
        
        On December 14, 2015,
        the Company granted Ms. Heyward 443,750 stock options with strike prices of $6.00 to $12.00, a term of five years, and
        vesting ranging from one to three years after the grant date anniversary related to Ms. Heyward’s role as President.
        Upon Ms. Heyward’s resignation, all of these options, which were classified as Incentive Stock Options, converted
        to Non-Qualified Stock Options provided that she continues her service on the Board of Directors.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(6) | Mr. Handelman was appointed
        Chief Financial Officer of the Company on June 26, 2015 and resigned on April 18, 2016. Pursuant to his original Memorandum
        Regarding Services, he was to receive certain defined payments. Pursuant to a second Memorandum Regarding Services effective
        November 1, 2015, Mr. Handelman was entitled to a revised compensation structure of $10,000 per month.
        
        During the fourth quarter
        of 2015, the Company granted Mr. Handelman 37,545 stock options with strike prices of $2.82 to $12.00, a term of five
        years, and vesting periods ranging from immediate vesting to three years. These options were cancelled upon Mr. Handelman’s
        resignation.                                                                                                                                              





















7







Outstanding Equity Awards at Fiscal
Year



The following table sets forth outstanding
stock option awards as of December 31, 2016. As of December 31, 2016, the Company has not granted any stock awards to its executive
officers or any other employees.



|Name                     |  | Number of securities underlying
    unexercised options (#) exercisable |         |  | Number of securities underlying
    unexercised options (#) unexercisable |  |         | Equity incentive plan awards:
    Number of securities underlying unexercised unearned options (#) |  |  | Option exercise price ($) |  |  | Option expiration date |      
|------------------------ |  | ----------------------------------------------------------------------- | ------- |  | ------------------------------------------------------------------------- |  | ------- | -------------------------------------------------------------------------------------------------- |  |  | ------------------------- |  |  | ---------------------- | -----
|Andy Heyward (1)         |  |                                                                         | 125,000 |  |                                                                           |  | –       |                                                                                                    |  |  | –                         |  |  | $                      | 6.00 
|                         |  |                                                                         | –       |  |                                                                           |  | 250,000 |                                                                                                    |  |  | –                         |  |  | $                      | 9.00 
|                         |  |                                                                         | –       |  |                                                                           |  | 68,750  |                                                                                                    |  |  | –                         |  |  | $                      | 12.00
|                         |  |                                                                         |         |  |                                                                           |  |         |                                                                                                    |  |  |                           |  |  |                        |      
|Rebecca D. Hershinger    |  |                                                                         | 20,003  |  |                                                                           |  | –       |                                                                                                    |  |  | –                         |  |  | $                      | 6.00 
|                         |  |                                                                         | –       |  |                                                                           |  | 18,334  |                                                                                                    |  |  | –                         |  |  | $                      | 6.00 
|                         |  |                                                                         | –       |  |                                                                           |  | 36,667  |                                                                                                    |  |  | –                         |  |  | $                      | 9.00 
|                         |  |                                                                         | –       |  |                                                                           |  | 10,084  |                                                                                                    |  |  | –                         |  |  | $                      | 12.00
|                         |  |                                                                         |         |  |                                                                           |  |         |                                                                                                    |  |  |                           |  |  |                        |      
|Gregory B. Payne         |  |                                                                         | 20,003  |  |                                                                           |  | –       |                                                                                                    |  |  | –                         |  |  | $                      | 2.82 
|                         |  |                                                                         | –       |  |                                                                           |  | 18,334  |                                                                                                    |  |  | –                         |  |  | $                      | 6.00 
|                         |  |                                                                         | –       |  |                                                                           |  | 36,667  |                                                                                                    |  |  | –                         |  |  | $                      | 9.00 
|                         |  |                                                                         | –       |  |                                                                           |  | 10,084  |                                                                                                    |  |  | –                         |  |  | $                      | 12.00
|                         |  |                                                                         |         |  |                                                                           |  |         |                                                                                                    |  |  |                           |  |  |                        |      
|Amy Moynihan Heyward (2) |  |                                                                         | 125,000 |  |                                                                           |  | –       |                                                                                                    |  |  | –                         |  |  | $                      | 6.00 
|                         |  |                                                                         | –       |  |                                                                           |  | 250,000 |                                                                                                    |  |  | –                         |  |  | $                      | 9.00 
|                         |  |                                                                         | –       |  |                                                                           |  | 68,750  |                                                                                                    |  |  | –                         |  |  | $                      | 12.00
|                         |  |                                                                         |         |  |                                                                           |  |         |                                                                                                    |  |  |                           |  |  |                        |      
|Michael Handelman (3)    |  |                                                                         | –       |  |                                                                           |  | –       |                                                                                                    |  |  | –                         |  |  |                        | –    



| | (1) | Excluded from this table is 5,000
                                         stock options granted to Mr. Heyward on October 19, 2015, with immediate vesting, at
                                         a strike price of $2.82 with a five-year term for his service on the Board of Directors.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Excluded from this table is 5,000
                                         stock options granted to Ms. Heyward on October 19, 2015, with immediate vesting, at
                                         a strike price of $2.82 with a five-year term for his service on the Board of Directors.
                                         Upon  Ms. Heyward’s resignation from her position as President, all of employee
                                         stock options, which were classified as Incentive Stock Options, converted to Non-Qualified
                                         Stock Options provided that she continues her service on the Board of Directors.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Upon his resignation on April
                                         18, 2016, Mr. Handelman’s 37,545 unvested options were cancelled and returned to
                                         the Genius Brands International Inc. Amended 2015 Incentive Plan.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Retirement Benefits



As of December 31, 2016, the Company did
not provide any retirement plans to its executive officers or employees.



Potential Payments upon Termination
or Change-in-Control



As of December 31, 2016, the Company did
not provide for any potential payments upon termination or change of control.



Employment Agreements



On November 15, 2013, the Company entered
into an employment agreement with Andy Heyward (the “Andy Heyward Employment Agreement”), whereby Mr. Heyward agreed
to serve as the Company’s Chief Executive Officer for a period of five years, subject to renewal, in consideration for an
annual salary of $200,000. Additionally, under the terms of the Andy Heyward Employment Agreement, Mr. Heyward shall be eligible
for an annual bonus if the Company meets certain criteria, as established by the Board of Directors. Mr. Heyward shall be entitled
to reimbursement of reasonable expenses incurred in connection with his employment and the Company may take out and maintain during
the term of his tenure a life insurance policy in the amount of $1,000,000. During the term of his employment and under the terms
of the Andy Heyward Employment Agreement, Mr. Heyward shall be entitled to be designated as composer on all music contained in
the programming produced by the Company and to receive composer’s royalties from applicable performing rights societies.









8







On April 18, 2016, the Company entered
into an employment agreement with Rebecca D. Hershinger (the “Rebecca D. Hershinger Employment Agreement”), whereby
Ms. Hershinger agreed to serve as the Company’s Chief Financial Officer for a period of one year, with a mutual option for
an additional one year period, in consideration for an annual salary of $175,000, which salary was to be increased to $190,000
per year not later than October 1, 2016. On April 17, 2017, the Company and Ms. Hershinger extended the employment agreement for
one additional year. Under the terms of the Rebecca D. Hershinger Employment Agreement, Ms. Hershinger shall be entitled to receive
a grant of stock options commensurate with those given to the Company’s Executive Vice President and an annual discretionary
bonus based on her performance. Additionally, the Rebecca D. Hershinger Employment Agreement may be terminated either (i) upon
the end of the term, (ii) at any time by the Company for Cause (as defined in the Employment Agreement) or (iii) upon an event
of retirement, death or disability. Upon the termination or expiration of the Rebecca D. Hershinger Employment Agreement and for
a period of three years thereafter, certain amounts paid to Ms. Hershinger, including any discretionary bonus and stock based
compensation, but excluding her base salary, reimbursement of certain expenses, and paid time off days, will be subject to the
Company’s clawback right upon the occurrence of certain events which are adverse to the Company.



Director Compensation



The following table sets forth with respect
to the named directors, compensation information inclusive of equity awards and payments made for the fiscal years ended December
31, 2016 and 2015 in the director's capacity as director.



|Name                     |  |  |      |  | Fees Earned ($) (1) |  |        | Stock Awards ($) (2) |  |  | Option Awards ($) (2) |  |  | All Other Compensation ($) |        |  | Total ($) | 
|------------------------ |  |  | ---- |  | ------------------- |  | ------ | -------------------- |  |  | --------------------- |  |  | -------------------------- | ------ |  | --------- | 
|Andy Heyward (3)         |  |  | 2016 |  |                     |  | 20,000 |                      |  |  | –                     |  |  |                            | –      |  |           | 
|                         |  |  | 2015 |  |                     |  | 15,000 |                      |  |  | –                     |  |  |                            | 10,116 |  |           | 
|                         |  |  |      |  |                     |  |        |                      |  |  |                       |  |  |                            |        |  |           | 
|Bernard Cahill (4)       |  |  | 2016 |  |                     |  | 15,000 |                      |  |  | –                     |  |  |                            | –      |  |           | 
|                         |  |  | 2015 |  |                     |  | 10,000 |                      |  |  | –                     |  |  |                            | 23,894 |  |           | 
|                         |  |  |      |  |                     |  |        |                      |  |  |                       |  |  |                            |        |  |           | 
|Joseph “Gray” Davis (4)  |  |  | 2016 |  |                     |  | 20,000 |                      |  |  | –                     |  |  |                            | –      |  |           | 
|                         |  |  | 2015 |  |                     |  | 15,000 |                      |  |  | –                     |  |  |                            | 23,894 |  |           | 
|                         |  |  |      |  |                     |  |        |                      |  |  |                       |  |  |                            |        |  |           | 
|P. Clark Hallren (4)(5)  |  |  | 2016 |  |                     |  | 20,000 |                      |  |  | –                     |  |  |                            | –      |  |           | 
|                         |  |  | 2015 |  |                     |  | 15,000 |                      |  |  | –                     |  |  |                            | 23,894 |  |           | 
|                         |  |  |      |  |                     |  |        |                      |  |  |                       |  |  |                            |        |  |           | 
|Amy Moynihan Heyward (3) |  |  | 2016 |  |                     |  | 17,500 |                      |  |  | –                     |  |  |                            | –      |  |           | 
|                         |  |  | 2015 |  |                     |  | 15,000 |                      |  |  | –                     |  |  |                            | 10,116 |  |           | 
|                         |  |  |      |  |                     |  |        |                      |  |  |                       |  |  |                            |        |  |           | 
|Margaret Loesch (4)(6)   |  |  | 2016 |  |                     |  | 20,000 |                      |  |  | –                     |  |  |                            | –      |  |           | 
|                         |  |  | 2015 |  |                     |  | 10,000 |                      |  |  | –                     |  |  |                            | 23,894 |  |           | 
|                         |  |  |      |  |                     |  |        |                      |  |  |                       |  |  |                            |        |  |           | 
|Lynne Segall (4)         |  |  | 2016 |  |                     |  | 20,000 |                      |  |  | –                     |  |  |                            | –      |  |           | 
|                         |  |  | 2015 |  |                     |  | 15,000 |                      |  |  | –                     |  |  |                            | 23,894 |  |           | 
|                         |  |  |      |  |                     |  |        |                      |  |  |                       |  |  |                            |        |  |           | 
|Anthony Thomopoulos (4)  |  |  | 2016 |  |                     |  | 20,000 |                      |  |  | –                     |  |  |                            | –      |  |           | 
|                         |  |  | 2015 |  |                     |  | 15,000 |                      |  |  | –                     |  |  |                            | 23,894 |  |           | 
|                         |  |  |      |  |                     |  |        |                      |  |  |                       |  |  |                            |        |  |           | 
|Jeffrey Weiss (7)        |  |  | 2016 |  |                     |  | –      |                      |  |  | –                     |  |  |                            | –      |  |           | 
|                         |  |  | 2015 |  |                     |  | –      |                      |  |  | –                     |  |  |                            | –      |  |           | 



|(1) | Directors earn $5,000 for each meeting attended
    physically, $2,500 per meeting for each meeting attended telephonically, and nothing for non-attendance.  These
    cash payments are due at the subsequent board meeting.                                                                                                                                                                                                         
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | The aggregate fair value of the stock awards and stock option
    awards on the date of grant was computed in accordance with FASB ASC Topic 718.                                                                                                                                                                                                                                                                                      
|(3) | Total stock based compensation as a member of the Board included
    5,000 stock options granted on October 19, 2015 with a strike price of $2.82 which vested immediately and have a five-year
    term.                                                                                                                                                                                                                              
|(4) | Total stock based compensation as a member of the Board included
    5,000 stock options granted on October 19, 2015 with a strike price of $2.82 which vested immediately and have a five-year
    term as well as an additional 8,335 stock options granted on December 14, 2015 with strike prices ranging from $6.00 to $12.00,
    vesting ranging from one to three years after the grant date anniversary, and a five-year term.
|(5) | On August 15, 2016, Mr. Hallren received $10,000 for consulting
    services provided to the Company.                                                                                                                                                                                                                                                                                                                                  
|(6) | On March 18, 2015, Ms. Loesch was appointed to the Board of
    Directors of the Company.                                                                                                                                                                                                                                                                                                                                              
|(7) | On March 16, 2015, Mr. Weiss resigned from the Board of Directors
    of the Company.                                                                                                                                                                                                                                                                                                                                                  









9







|Item 12. | Security Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters
|-------- | --------------------------------------------------------------------------------------------------



Security Ownership of Certain Beneficial
Owners and Management



The following table shows the beneficial
ownership of shares of our $0.001 par value common stock as of April 28, 2017 known by us through transfer agent and other records
held by: (i) each person who beneficially owns 5% or more of the shares of common stock then outstanding; (ii) each of our directors;
(iii) each of our named executive officers; and (iv) all of our current directors and executive officers as a group.



The information in this table reflects
“beneficial ownership” as defined in Rule 13d-3 of the Exchange Act. To our knowledge and unless otherwise indicated,
each stockholder has sole voting power and investment power over the shares listed as beneficially owned by such stockholder,
subject to community property laws where applicable. Percentage ownership is based on 5,827,091 shares of common stock outstanding
as April 28, 2017. Unless otherwise indicated in the footnotes to the following table, each person named in the table has sole
voting and investment power and that person’s address is c/o 301 N Canon Drive #305, Beverly Hills, CA 90210.



|Name and Address of Beneficial Owner                                               |  | Amount and Nature of Beneficial
    Ownership (1) |           |      | Percent of Class(1) | 
|---------------------------------------------------------------------------------- |  | ------------------------------------------------- | --------- | ---- | ------------------- | 
|Directors and Named Executive Officers                                             |  |                                                   |           |      |                     | 
|Andy Heyward                                                                       |  |                                                   | 1,700,803 | (2)  |                     | 
|Rebecca D. Hershinger                                                              |  |                                                   | 38,337    | (3)  |                     | 
|Gregory B. Payne                                                                   |  |                                                   | 38,421    | (4)  |                     | 
|Bernard Cahill                                                                     |  |                                                   | 25,603    | (5)  |                     | 
|Joseph “Gray” Davis                                                                |  |                                                   | 7,084     | (6)  |                     | 
|P. Clark Hallren                                                                   |  |                                                   | 7,084     | (6)  |                     | 
|Amy Moynihan Heyward                                                               |  |                                                   | 7,084     | (6)  |                     | 
|Margaret Loesch                                                                    |  |                                                   | 7,084     | (6)  |                     | 
|Lynne Segall                                                                       |  |                                                   | 7,084     | (6)  |                     | 
|Anthony Thomopoulos                                                                |  |                                                   | 7,199     | (7)  |                     | 
|                                                                                   |  |                                                   |           |      |                     | 
|All current executive officers and directors as a group (consisting of 10 persons) |  |                                                   |           |      |                     | 
|                                                                                   |  |                                                   |           |      |                     | 
|5% Stockholders                                                                    |  |                                                   |           |      |                     | 
|A Squared Holdings LLC                                                             |  |                                                   | 990,728   |      |                     | 
|Bard Associates (8)                                                                |  |                                                   | 923,051   | (9)  |                     | 
|Wolverine Flagship Fund Trading Limited (10)                                       |  |                                                   | 625,738   | (11) |                     | 
|Brio Capital Management LLC (12)                                                   |  |                                                   | 431,648   | (13) |                     | 
|Iroquois Master Fund (14)                                                          |  |                                                   | 336,805   | (15) |                     | 
|Sony Corporation (16)                                                              |  |                                                   | 301,231   | (17) |                     | 



* Indicates ownership less than 1%



|(1) | Applicable
                                         percentage ownership is based on 5,827,091 shares of common stock outstanding as of April
                                         28, 2017, together with securities exercisable or convertible into shares of common stock
                                         within 60 days of April 28, 2017. Beneficial ownership is determined in accordance with
                                         the rules of the Securities and Exchange Commission and generally includes voting or
                                         investment power with respect to securities. Shares of common stock that a person has
                                         the right to acquire beneficial ownership of upon the exercise or conversion of options,
                                         convertible stock, warrants or other securities that are currently exercisable or convertible
                                         or that will become exercisable or convertible within 60 days of April 28, 2017 are deemed
                                         to be beneficially owned by the person holding such securities for the purpose of computing
                                         the number of shares beneficially owned and percentage of ownership of such person, but
                                         are not treated as outstanding for the purpose of computing the percentage ownership
                                         of any other person.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------









10







|(2)  | Consists of (i) 990,728 shares of common stock held
    by A Squared Holdings LLC over which Andy Heyward and Amy Moynihan Heyward hold voting and dispositive power; (ii) 33,334
    shares of common stock issuable upon conversion of 100 shares of the Company’s Series A Convertible Preferred Stock;
    (iii) 248,840 shares of common stock held by Andy Heyward; (iv) 1,234 shares held by Heyward Living Trust; (v) 166,667 shares
    issuable upon exercise of warrants held by Andy Heyward; (vi) 130,000 shares of common stock issuable now or within 60 days
    of April 28, 2017 upon the exercise of stock options granted to Andy Heyward; and (vii) 130,000 shares of common stock issuable
    now or within 60 days of April 28, 2017 upon the exercise of stock options granted to Amy Moynihan Heyward. Andy Heyward and
    Amy Moynihan Heyward are spouses who own such shares jointly, and thus both maintain joint voting and dispositive power over
    such shares.                                                                                                                                                                  
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(3)  | Consists of 38,337 shares of common stock issuable now or within 60 days of April 28, 2017
    upon exercise of stock options granted to Ms. Hershinger.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(4)  | Consists of (i) 84 shares held by Mr. Payne’s spouse and
    (ii) 38,337 shares of common stock issuable now or within 60 days of April 28, 2017 upon the exercise of stock options granted
    to Mr. Payne.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(5)  | Includes (i) 13,812 shares of common stock owned directly by
    Bernard Cahill (ii) 4,167 shares of common stock owned by Mr. Cahill’s spouse, and (iii) 7,084 shares of common stock
    issuable now or within 60 days of April 28, 2017 upon the exercise of stock options granted to Mr. Cahill.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(6)  | Consists of 7,084 shares of common stock issuable now or within
    60 days of April 28, 2017 upon the exercise of stock options granted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(7)  | Consists of (i) 115 shares of common stock and (ii) 7,084 shares
    of common stock issuable now or within 60 days of April 28, 2017 upon the exercise of stock options granted to Mr. Thomopoulos.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(8)  | The address of this beneficial owner is 135 South LaSalle Street,
    Suite 3700, Chicago, Illinois 60603.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(9)  | Consists of (i) 623,037 shares of common stock and (ii) 300,014
    shares issuable upon exercise of warrants.  This beneficial owner acts as an investment adviser in accordance with
    Section 340.13d-1(b)(1)(ii)(E). The warrants may not be exercised to the extent that the holder or any of its affiliates would
    own more than 4.99% of the outstanding common stock of the Company after such exercise.  The number of shares deemed
    beneficially owned is limited accordingly.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(10) | The address of this beneficial owner is 175 West Jackson Blvd.,
    Suite 340, Chicago, Illinois 60604.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(11) | Consists of (i) 189,183 shares of common stock and (ii) 436,555
    shares of common stock issuable upon conversion of Series A Convertible Preferred Stock. The stockholder owns 1,725 shares
    of the Company’s Series A Convertible Preferred Stock which are convertible into 575,000 shares of common stock. The
    Series A Convertible Preferred Stock may not be converted to the extent that the holder or any of its affiliates would own
    more than 9.99% of the outstanding common stock of the Company after such conversion, and the Series A Convertible Preferred
    Stock may not be voted to the extent that the holder or any of its affiliates would control more than 9.99% of the voting
    power of the Issuer. The number of shares deemed beneficially is limited accordingly.                                                                                                                                                                                                                                                                                                                                                      
|(12) | The address of this beneficial owner is 100 Merrick Road, Suite,
    401 W. Rockville Center, NY 11570.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(13) | Consists of (i) 214,981 shares of common stock, (ii) 100,000
    shares of common stock issuable upon conversion of Series A Convertible Preferred Stock, and (iii) 116,667 shares of common
    stock issuance upon the exercise of warrants. The stockholder owns 300 shares of the Company’s Series A Convertible
    Preferred Stock which are convertible into 100,000 shares of common stock. The Series A Convertible Preferred Stock may not
    be converted to the extent that the holder or any of its affiliates would own more than 9.99% of the outstanding common stock
    of the Company after such conversion, and the Series A Convertible Preferred Stock may not be voted to the extent that the
    holder or any of its affiliates would control more than 9.99% of the voting power of the Issuer. The number of shares deemed
    beneficially is limited accordingly. The warrants may not be exercised to the extent that the holder or any of its affiliates
    would own more than 9.99% of the outstanding common stock of the Company after such exercise. The number of shares deemed
    beneficially owned is limited accordingly.
|(14) | The address of this beneficial owner is 205 East 42nd Street,
    20th Floor, New York, New York 10017.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(15) | Consists of (i) 115,137 shares of common stock, (ii) 113,334
    shares of common stock issuable upon conversion of Series A Convertible Preferred Stock, and (iii) 108,334 shares of common
    stock issuance upon the exercise of warrants. The stockholder owns 340 shares of the Company’s Series A Convertible
    Preferred Stock which are convertible into 113,334 shares of common stock. The Series A Convertible Preferred Stock may not
    be converted to the extent that the holder or any of its affiliates would own more than 9.99% of the outstanding common stock
    of the Company after such conversion, and the Series A Convertible Preferred Stock may not be voted to the extent that the
    holder or any of its affiliates would control more than 9.99% of the voting power of the Issuer. The number of shares deemed
    beneficially is limited accordingly. The warrants may not be exercised to the extent that the holder or any of its affiliates
    would own more than 4.99% of the outstanding common stock of the Company after such exercise. The number of shares deemed
    beneficially owned is limited accordingly.
|(16) | The address of this beneficial owner is 1-7-1 Konan, Minato-ku,
    Tokyo, 108-0075.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(17) | Consists of 301,231 shares of common stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          









11







|Item 13. | Certain Relationships and Related Transactions, and Director Independence
|-------- | -------------------------------------------------------------------------



Certain Relationships and Related Party
Transactions



Commission regulations define the related
person transactions that require disclosure to include any transaction, arrangement or relationship in which the amount involved
exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years in
which we were or are to be a participant and in which a related person had or will have a direct or indirect material interest.
A related person is: (i) an executive officer, director or director nominee of the Company, (ii) a beneficial owner of more than
5% of our common stock, (iii) an immediate family member of an executive officer, director or director nominee or beneficial owner
of more than 5% of our common stock, or (iv) any entity that is owned or controlled by any of the foregoing persons or in which
any of the foregoing persons has a substantial ownership interest or control. Described below are certain transactions or relationships
between us and certain related persons.



Our Chief Executive Officer, Andy Heyward,
is the spouse of our Director, Amy Moynihan Heyward.



Bernard Cahill, a director of the Company
appointed on December 9, 2013, is the founder of ROAR LLC (“ROAR”) which owns 65% of Girlilla Marketing LLC (“Girlilla”).
In connection with the Merger, the Company entered into a marketing consultation agreement with Girlilla pursuant to which Girlilla
agreed to provide certain strategic digital marketing services through November 2014 in consideration for 10,000 shares of common
stock. Additionally, the Company entered into an engagement letter with ROAR pursuant to which ROAR agreed to provide the Company
services, including the development of a business development strategy, through May 2015. In consideration for its services, the
Company agreed to pay ROAR 67,492 shares of common stock.



On November 15, 2013, as part of the Merger,
the Company acquired these liabilities from A Squared Entertainment, LLC. From time to time, A Squared Entertainment, LLC required
short-term advances to fund its operations and provide working capital from its founder, the Company’s current Chief Executive
Officer, Andy Heyward. As of December 31, 2015, these advances totaled $410,535. No interest is due on these advances. These advances
were interest free and had no stated maturity. The Company applied an imputed interest rate of 6% in accordance with FASB ASC
835-30-45. During years ended December 31, 2016 and 2015, the Company recognized imputed interest expense of $8,503 and $24,757
as a contribution to additional paid-in capital, respectively. On May 4, 2016, the Company issued to Mr. Heyward 79,561 shares
of common stock valued at $5.16 per share, the day’s closing stock price, in full payment and satisfaction of these advances.



On July 25, 2016, the Company entered
into a consulting agreement with Foothill Entertainment, Inc. (“Foothill”), an entity whose Chairman is Gregory B.
Payne, our Corporate Secretary. The Company has engaged Foothill Entertainment, Inc. for a term of six months to assist in the
distribution and commercial exploitation of its audiovisual content as well as for the preparation and attendance on behalf of
the Company at the MIPJR and MIPCOM markets in Cannes. Foothill receives $12,500 per month for these services.



On October 1, 2016, Llama Productions
LLC entered into an animation production services agreement with Mr. Heyward for services as a producer for which he is to receive
$186,000 through the course of production of the Company’s animated series Llama Llama.



Except as otherwise indicated herein,
there have been no other related party transactions, or any other transactions or relationships required to be disclosed pursuant
to Item 404 and Item 407(a) of Regulation S-K.



Independence of the Board of Directors



Our determination of the independence
of our directors is made using the definition of “independent” contained in the listing standards of the Nasdaq
Stock Market. On the basis of information solicited from each director, the board has determined that each of each of Messrs.
Cahill, Davis, Hallren, and Thomopoulos as well as Ms. Segall and Ms. Loesch are independent directors within the meaning of such
rules.









12







|Item 14. | Principal Accounting Fees and Services
|-------- | --------------------------------------



Principal Accountant Fees and Services



The following table sets forth fees billed
to us by our independent registered public accounting firm for the years ended December 31, 2016 and 2015 for (i) services rendered
for the audit of our annual financial statements and the review of our quarterly financial statements, (ii) services rendered
that are reasonably related to the performance of the audit or review of our financial statements that are not reported as Audit
Fees, and (iii) services rendered in connection with tax preparation, compliance, advice and assistance.



|                   |  | 2016 |        |  | 2015 |  
|------------------ |  | ---- | ------ |  | ---- | -
|Audit Fees         |  | $    | 74,000 |  |      | $
|Audit-Related Fees |  |      | 5,000  |  |      |  
|Tax Fees           |  |      | 7,800  |  |      |  
|Other Fees         |  |      | 10,507 |  |      |  
|Total Fees         |  | $    | 97,307 |  |      | $



Our policy is to pre-approve all audit
and permissible non-audit services performed by the independent registered public accounting firm. These services may include
audit services, audit-related services, tax services and other services, as follows:



| | · | Audit services include audit work performed
    in the preparation of financial statements, as well as work that generally only the independent auditor can reasonably be
    expected to provide, including comfort letters, statutory audits, and attest services and consultation regarding financial
    accounting and/or reporting standards.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Audit-Related services are for assurance
    and related services that are traditionally performed by the independent auditor, including due diligence related to mergers
    and acquisitions, employee benefit plan audits, and special procedures required to meet certain regulatory requirements.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Tax services include all services performed
    by the independent auditor’s tax personnel except those services specifically related to the audit of the financial
    statements, and includes fees in the areas of tax compliance, tax planning, and tax advice.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Other Fees are those associated with services
    not captured in the other categories. The Company generally does not request such services from the independent auditor.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Under our policy, pre-approval is generally
provided for particular services or categories of services, including planned services, project based services and routine consultations.
In addition, the Board of Directors may also pre-approve particular services on a case-by-case basis. Our Board of Directors approved
all services that our independent registered public accounting firm provided to us in the past two fiscal years.









13







PART IV



|Item 15. | Exhibits, Financial Statement Schedules
|-------- | ---------------------------------------



The following documents were filed as part of the Original
Report:



| | 1. | Financial Statements. The consolidated financial statements
                                         of Genius Brands International, Inc. included in Part II, Item 8 of the Original Report.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | Exhibits. The exhibits listed on the Index to the Exhibits
                                         of the Original Report.
| | -- | ---------------------------------------------------------------------------------------------------------------------------



The exhibits listed on the Index to Exhibits of this Amendment
are being filed as part of this Amendment.





















14







EXHIBIT INDEX



|Exhibit No. |  | Description                                                                                               
|----------- |  | ----------------------------------------------------------------------------------------------------------
|            |  |                                                                                                           
|31.1*       |  | Certification of Chief Executive Officer
    pursuant to Section 302 of the Sarbanes-Oxley Act of 2002    
|31.2*       |  | Certification of Chief Financial Officer
    pursuant to Section 302 of the Sarbanes-Oxley Act of 2002    
|32.1*       |  | Certification of the Chief Executive
    Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|32.2*       |  | Certification of the Chief Financial
    Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

__________

|* | Filed herewith.
|- | ---------------





















15







SIGNATURES



Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



|               | Genius Brands International, Inc.
|-------------- | ---------------------------------
|               |                                  
|April 28, 2017 | By:                              
|               |                                  
|               |                                  
|               |                                  
|April 28, 2017 |                                  
|               |                                  
|               |                                  























16