<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               AMENDMENT NO. 1 TO
                                   FORM 10-KSB

(Mark One)

(X)      Annual Report Under Section 13 or 15(d) of the Securities Exchange
         Act of 1934

                   For the fiscal year ended December 31, 2004

                                       or

( )      Transition Report Under Section 13 or 15(d) of the Securities
         Exchange Act of 1934

                        COMMISSION FILE NUMBER 000-27915

                              GENIUS PRODUCTS, INC.
             (Exact name of registrant as specified in its charter)

             DELAWARE                                    33-0852923
   (State or Other Jurisdiction             (I.R.S. Employer Identification No.)
of Incorporation or Organization)

          740 LOMAS SANTA FE, SUITE 210, SOLANA BEACH, CALIFORNIA 92075
               (Address of principal executive offices) (Zip Code)

                                 (858) 793-8840
              (Registrant's telephone number, including area code)

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

Title of each class so registered:                Name of each exchange on which
                                                     each class is registered:

             NONE                                             NONE

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

                         COMMON STOCK, PAR VALUE $0.0001
                                (Title of Class)

         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 preceding 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 [ ]

         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 registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]

         Net revenues for fiscal year 2004 were $16,629,932.

         The aggregate market value of voting stock held by non-affiliates of
the registrant was $50,019,379 as of March 18, 2005 (computed by reference to
the last sale price of a share of the registrant's common stock on that date as
reported by the Over the Counter Bulletin Board). For purposes of this
computation, it has been assumed that the shares beneficially held by directors
and officers of registrant were "held by affiliates"; this assumption is not to
be deemed to be an admission by such persons that they are affiliates of
registrant.

         There were 31,747,499 shares outstanding of the registrant's Common
Stock as of March 18, 2005.

         Transitional small business disclosure format (check one):
Yes [ ] No [X]





<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

                                    PART III

ITEM 9.    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
           COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.................. 2

ITEM 10.   EXECUTIVE COMPENSATION............................................. 6

ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
           AND RELATED STOCKHOLDER MATTERS.................................... 9

ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.....................12

ITEM 13.   EXHIBITS...........................................................13

ITEM 14.   PRINCIPAL ACCOUNTANTS FEES AND SERVICES............................17


                                       i




<PAGE>

                                EXPLANATORY NOTE

This Amendment No. 1 to Form 10-KSB is being filed by Genius Products, Inc.
("we" or "us") as an amendment to our Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2004 to add the information originally omitted
from Part III in reliance on the instructions for Form 10-KSB. This Amendment
No. 1 amends and restates Part III, Items 9-14, in its entirety.


                                       1




<PAGE>

                                    PART III

ITEM 9.       DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
              COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

         The following table sets forth certain information with respect to each
of our directors and executive officers as of March 31, 2005.

<TABLE>
NAME                                   AGE     POSITION
----                                   ---     --------
<S>                                    <C>     <C>
Trevor Drinkwater                      38      Chief Executive Officer
Michael Meader                         39      President
Andrew C. Schmidt                      43      Chief Financial Officer
Mark J. Miller                         53      Chief Operating Officer
Larry Balaban                          41      Executive Vice President of Marketing and Production
Howard Balaban                         44      Executive Vice President of New Business Development
Julie Ekelund                          42      Executive Vice President of Sales
Klaus Moeller                          44      Director
Stephen K. Bannon                      51      Director and Co-Chairman
Alexander L. Cappello (1) (2)          49      Director
James G. Ellis                         58      Director
Robert V. Graziano (1)                 47      Director
Michael J. Koss (1) (2)                51      Director
Bruce L. Pompan                        42      Director
Charles H. Rivkin (2)                  43      Director and Co-Chairman
</TABLE>

(1) Member of Audit Committee.
(2) Member of Compensation Committee.

         TREVOR DRINKWATER has served as our Chief Executive Officer since
February 2005. From July 2004 to February 2005, Mr. Drinkwater served as our
Executive Vice President of DVD Sales. Prior to that, he served as Chief
Operating Officer of Take-Two Interactive Software, Inc. from 2003-2004, and
Senior Vice President of Sales at Warner Home Video from 1999-2003. Mr.
Drinkwater also serves on the Board of Directors of an entertainment company
named Brandissimo! Inc.

         MICHAEL MEADER has served as our Executive Vice President since April
of 1998, and our Executive Vice President - Distribution since January 2002. He
was appointed our President in May of 2002. Mr. Meader worked as an outside
consultant with us for a number of years prior to joining the Company. His
expertise encompasses distribution, category management and service for programs
designed for mass-market retailers. From 1994 to 1998, Mr. Meader served as Vice
President of Specialty Products at ARAMARK Corporation. While at ARAMARK, he
controlled all corporate operations related to ARAMARK's Music Division.

         ANDREW C. SCHMIDT has served as our Chief Financial Officer since
August 2004. Mr. Schmidt was the Vice President of Finance at Peregrine Systems,
Inc. from April 2003 to June 2004. He was Chief Financial Officer of Mad Catz
Interactive, Inc. from July 2000 to January 2003 and a business manager at Cox
Communications from January 1997 to June 2000.

         MARK J. MILLER has served as our Chief Operating Officer since February
2004. Previously, Mr. Miller served as President of Esports Arena from
2002-2003. From 2000-2002, he was President of Boom Buy, an Internet Retailer.
At Consolidated Stores, he acted as President from 1998-1999, overseeing buying,
marketing and distributing. Mr. Miller previously spent six years at PicNSave as
an Executive Vice President for buying. He also was Vice President of
Merchandising for the Disney Stores.


                                       2
<PAGE>

         LARRY BALABAN has served as our Executive Vice President of Marketing
and Production since January 1999, after having rendered consulting services to
us for approximately six months. He was elected to our Board of Directors in
July 2001 and resigned effective April 30, 2004, as he is not an independent
director. Before joining Genius, Mr. Balaban was President of Mr. B Productions,
a non-traditional marketing firm based in New York City, specializing in TV
production, target marketing and membership programs. From 1994-1997, Mr.
Balaban was President of Virtual Reality Productions, where he specialized in
marketing, and coordinated specialized audio productions for licensed products
including Star Trek(TM), The Simpsons and the X-Files. Larry and Howard Balaban
are brothers.

         HOWARD BALABAN has served as our Executive Vice President of New
Business Development since January 2002. He was previously appointed Senior Vice
President of Sales in January 1999 after having rendered consulting services to
us for just over six months. Prior to his appointment, Mr. Balaban was a sales
and marketing consultant to various companies. From 1994-1997, Mr. Balaban was
Senior Vice President of Business Development for Future Call, Inc., a prepaid
telephone card company that he co-founded with William Shatner, and which held
the rights to all Star Trek(TM) properties associated with prepaid phone cards.
>From 1991-1995, he was the Chief Executive Officer of 3B Telecommunications, a
company he founded and which acted as a master agent for telecom networks
reselling phone time and telecom services. Howard and Larry Balaban are
brothers.

         JULIE EKELUND was appointed as our Executive Vice President of Sales in
April 2002 after having rendered consulting services to us for a year. She has
also worked in sales with Ekelund & Associates since 1994.

         KLAUS MOELLER has served as a director since October 1997. Mr. Moeller
served as our Chief Executive Officer from October 1997 to February 2005 and our
Interim Chief Financial Officer from May 2001 to August 2004. Mr. Moeller had
been the Chairman of the Board and Chief Executive Officer of ITM, which we
acquired in October 1997. Mr. Moeller has a background in marketing,
advertising, real estate and auditing.

         STEPHEN K. BANNON was appointed as a director of our company in March
2005 in connection with our acquisition of AVMC. Mr. Bannon served as the Chief
Executive Officer of AVMC since May 2004. From January 2004 to April 2004, he
provided executive and management services to AVC as a consultant. From April
2002 to December 2003, Mr. Bannon served as Head, Strategic Advisory Services
for The Firm, a leading talent management company in the entertainment and media
industries. Mr. Bannon served as a managing director and head of media and
entertainment investment banking at Jefferies & Company, Inc., an institutional
brokerage and investment bank for middle market growth companies, from July 2000
to April 2002. He served as the Chief Executive Officer of Bannon & Co., Inc.,
an investment banking firm specializing in the entertainment, media and
communications industries, from April 1990 to July 1998. Mr. Bannon served as
Vice-Chairman of the Board of Directors and Chairman of the Executive Committee
of First Look Media, Inc. from October 1996 to June 2000 and a director and a
member of the Executive Committee of First Look Media, Inc. from December 1993
to February 2004. First Look Media, Inc. specializes in the acquisition and
direct distribution of, and worldwide license and sale of distribution rights
to, independently produced feature films in a wide variety of genres.

         ALEXANDER L. CAPPELLO has served as a director since September 2004.
Mr. Cappello is Chairman and Chief Executive Officer of Cappello Group, Inc., a
merchant banking firm specializing in principal transactions, corporate finance,
institutional equity placements for public companies, project finance and merger
and acquisitions services. Mr. Cappello has managed Cappello Group, Inc. and its
predecessor firms since 1975. He is a Managing Director of Cappello Capital
Corp., our investment bankers. He also serves as Chairman of the International
Board of the Young Presidents' Organization for 2003-2004. Currently, he is a
member of the Board of Directors of the following entities: Cappello Group,
Inc., RAND Corporation (Center for Middle East Public Policy), Advanced
Biotherapy Inc. (OTCBB), CytRx Corporation (NASDAQ), Independent Colleges of


                                       3

<PAGE>

Southern California (ICSC), USC Marshall School of Business, Greif Center for
Entrepreneurial Studies, USC Advancement Council, Trustee Friends of Florence
(Florence, Italy), and Chairman Emeritus of Catholic Big Brothers of Los
Angeles.

         JAMES G. ELLIS has served as a director since February 2005. Mr. Ellis
has served as the Vice Dean of External Relations at The Marshall School of
Business at the University of Southern California since July 2004. Prior to
that, he was the Associate Dean of the Undergraduate Business Program. In
addition, he is Professor of Marketing, a position he has held since 1997. Prior
to joining academia, Mr. Ellis has held various positions in established
companies as well as in entrepreneurial ventures. He is a founding director of
Professional Business Bank in Pasadena, California, and currently serves on a
number of corporate and non-profit boards. He is also a member of the Chief
Executives Organization and World Presidents Organization, and is a graduate of
the University of New Mexico and The Harvard University Graduate School of
Business Administration.

         ROBERT V. GRAZIANO has served as a director since February 2005. Mr.
Graziano held various positions with the Los Angeles Dodgers from 1986 through
March 2004, serving most recently as president and chief operating officer of
the Los Angeles Dodgers from March 1998 to March 2004. Mr. Graziano currently
serves in various capacities with various not-for-profit organizations,
including serving as director of the Los Angeles Sports and Entertainment
Commission, LA's Best, the Amateur Athletic Foundation, the Jim Murray Memorial
Foundation, and University of Southern California Associates.

         MICHAEL J. KOSS has served as a director since September 2004. He has
held various positions at Koss Corporation since 1976, and has been a director
of Koss since 1985. He was elected President, Chief Operating Officer and Chief
Financial Officer of Koss Corporation in 1987, Chief Executive Officer in 1991
and Vice-Chairman in 1998. Mr. Koss is also director of Strattec Security
Corporation (NASDAQ).

         BRUCE L. POMPAN has served as a director since February 2005. Mr.
Pompan has served as a Managing Director of Capello Capital Corporation since
May 2002. From April 2000 to September 2001, Mr. Pompan was a Director of Gerard
Klauer Mattison, a New York based investment banking firm. From March 1995
through April 2000, he was employed by ING Barings, where he served as a
Director, Investment Banking . He earned his MBA at New York University,
Graduate School of Business and a BA from Yale University. He is a Certified
Public Accountant.

         CHARLES H. RIVKIN has served as a director since September 2004. Mr.
Rivkin has been associated with the Jim Henson Company since 1988. He served as
the Chief Executive Officer of the Jim Henson Company from February 2000 to
November 2003 and is currently on the Board of Directors of that company. He
previously served as the President and Chief Operating Officer of the Jim Henson
Company from January 1995 to February 2000. Mr. Rivkin is also on the Board of
Directors of two other private companies.

BOARD COMPOSITION AND COMMITTEES

         Our Board of Directors is currently comprised of eight directors and
currently has two committees: an Audit Committee and a Compensation Committee.
The Audit Committee currently consists of Messrs. Cappello, Graziano and Koss.
Our Board of Directors has determined that Mr. Koss is an audit committee
financial expert as defined under applicable rules of the SEC, and that Mr. Koss
is independent under the rules applicable to Nasdaq listed companies. The Audit
Committee, among other things, reviews the scope and results of the annual audit
and other services provided by our independent auditors and reviews and
evaluates our accounting policies and systems of internal accounting controls.
Our Board of Directors has adopted a written charter for the Audit Committee,
which established operating guidelines for the Audit Committee.


                                       4

<PAGE>

         The Compensation Committee currently consists of Messrs. Cappello, Koss
and Rivkin. The Compensation Committee, among other things, reviews and approves
the salaries, bonuses and other compensation payable to our executive officers
and administers and makes recommendations concerning our employee benefit plans.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         No member of our Compensation Committee serves as a member of the Board
of Directors or Compensation Committee of any entity that has one or more
executive officers serving as a member of our board of directors or Compensation
Committee. Except for Howard and Larry Balaban, who are brothers, there are no
family relationships among any of our directors or executive officers.

CODE OF ETHICS

         Our Board of Directors adopted a Code of Ethics that applies to our
principal executive officer, principal financial officer and controller or
principal accounting officer, or persons performing similar functions. The Code
of Ethics has been filed previously as an exhibit to the Company's SEC filings.

COMPLIANCE WITH SECTION 16(a) OF EXCHANGE ACT

         Late filings of Forms 3 and 4 were made as follows: (i) a Form 3 for
Mark Miller due on February 4, 2004; (ii) a Form 3 filing for Trevor Drinkwater
due on July 20, 2004; (iii) a Form 4 for Michael Meader due on October 4, 2004;
and (iv) a Form 3 and Form 4 for Charles Rivkin, each due October 4. No other
person, who, at any time during the year ended December 31, 2004, was a
director, officer or beneficial owner of more than 10 percent of any class of
our equity securities registered pursuant to Section 12 of the Exchange Act
failed to file on a timely basis, as disclosed in Form 3 and 4 filings, reports
required by Section 16(a) of the Exchange Act during the year ended December 31,
2004. The foregoing is based solely upon a review of Form 3 and 4 filings
furnished to us during the year ended December 31, 2004.

         To the Company's knowledge, no other person, who, at any time during
the year ended December 31, 2004, was a director, officer or beneficial owner of
more than 10 percent of any class of our equity securities registered pursuant
to Section 12 of the Exchange Act failed to file on a timely basis, as disclosed
in Form 3 and 4 filings, reports required by Section 16(a) of the Exchange Act
during the year ended December 31, 2004. The foregoing is based solely upon a
review of Form 3 and 4 filings furnished to us during the year ended December
31, 2004, and certain representations from officers and directors of the
Company.


                                       5




<PAGE>

ITEM 10.      EXECUTIVE COMPENSATION

         Our compensation and benefits program is designed to attract, retain
and motivate employees to operate and manage our company for the best interests
of our constituents. Executive compensation is designed to provide incentives
for those senior members of management who bear responsibility for our goals and
achievements. The compensation philosophy is based on a base salary, with
opportunity for significant bonuses to reward outstanding performance and a
stock option program.

         The following table sets forth compensation information for services
rendered to us by certain executive officers in all capacities, other than as
directors, during each of the prior three fiscal years. Other than as set forth
below, no executive officer's salary and bonus exceeded $100,000 in any of the
applicable years. The following information includes the dollar value of base
salaries, bonus awards, the number of stock options granted and certain other
compensation, if any, whether paid or deferred. This table does not include
stock and options granted to certain executives for service as directors,
described below under "Director Compensation". Shares issued in lieu of
compensation are listed in the year the salary was due.

<TABLE>
                                                     SUMMARY COMPENSATION TABLE

                                                     Annual Compensation              Long-Term Compensation
                                                   ----------------------   ---------------------------------------
                                                                                      Awards               Payouts
                                                                            ---------------------------   ---------
                                                                            Restricted     Securities                  All Other
                                                             Other Annual     Stock        Underlying        LTIP     Compensation
                                     Salary         Bonus    Compensation     Awards       Option/SARs      Payouts        $
   Name and Position       Year         $             $           $             $          and Warrants        $     (Car Allowance)
-----------------------  ------  --------------  ----------  ------------  -------------  --------------  ---------  ---------------
<S>                       <C>       <C>            <C>            <C>         <C>             <C>              <C>       <C>
Klaus Moeller             2004      225,000        125,000        0                0          750,000          0         9,000
Former CEO and Interim    2003      150,000 (1)     45,000        0           28,572 (1)      572,000 (1)      0         9,000
CFO                       2002      150,000 (1)          0        0           47,619 (1)      450,000          0         9,000

Michael Meader            2004      197,500         85,000        0                0          575,000          0         9,000
President                 2003      150,000 (2)     15,000        0           28,572 (2)      468,000 (2)      0         9,000
                          2002      150,000 (2)          0        0           47,619 (2)      450,000          0         9,000

Larry Balaban             2004      172,500         55,000        0                0          350,000          0         9,000
Executive VP of           2003      150,000 (3)     15,000        0           28,572 (3)      427,500 (3)      0         9,000
Marketing and             2002      150,000 (3)          0        0           47,619 (3)(4)   450,000          0         9,000
Production

Howard Balaban            2004      172,500         60,000        0                0          350,000          0         9,000
Executive VP of New       2003      150,000 (3)     15,000        0           28,572 (3)      427,500 (3)      0         9,000
Business Development      2002      150,000 (3)          0        0           47,619 (3)      450,000          0         9,000

Julie Ekelund             2004      172,500              0        0                0          350,000          0         9,000
Executive VP of Sales     2003      150,000 (4)     15,000        0           28,572 (4)      427,500 (4)      0         9,000
                          2002      150,000 (4)          0        0           20,000 (4)      450,000          0         9,000
</TABLE>

(1) Mr. Moeller resigned as our Chief Executive Officer in February 2005 and our
Interim Chief Financial Officer in August 2004. During 2003, in response to our
company's limited cash flow, Mr. Moeller accepted $20,000 of his 2003 salary in
the form of 28,572 shares of common stock valued at $0.70 per share and a
five-year warrant to purchase 28,572 shares of common stock at an exercise price
of $1.40. These issuances were made as of June 2, 2003, at the same price as a
private placement at that time.

(2) During 2003, in response to our company's limited cash flow, Mr. Meader
accepted $20,000 of his 2003 salary in the form of 28,572 shares of common stock
valued at $0.70 per share and a five-year warrant to purchase 28,572 shares of
common stock at an exercise price of $1.40. These issuances were made as of June
2, 2003, at the same price of a private placement at that time.

(3) During 2003, in response to our company's limited cash flow, Mr. Larry
Balaban and Mr. Howard Balaban each accepted $20,000 of 2003 salary in the form
of 28,572 shares of common stock valued at $0.70 per share and a five-year
warrant to purchase 28,572 shares of common stock at an exercise price of $1.40.
These issuances were made as of June 2, 2003, at the same price of a private
placement at that time.


                                        6

<PAGE>

(4) Ms. Ekelund was issued 20,000 shares of common stock as a signing bonus for
entering into a three-year employment agreement as of April 1, 2002, with a
$30,000 reduction of 2002 salary. This issuance was made as of April 1, 2002.
During 2003, in response to our company's limited cash flow, Ms. Ekelund
accepted $20,000 of her 2003 salary in the form of 28,572 shares of common stock
valued at $0.70 per share and a five-year warrant to purchase 28,572 shares of
common stock at an exercise price of $1.40. These issuances were made as of June
2, 2003, at the same price of a private placement at that time.

         The following table sets forth the options granted, if any, to the
persons named in the "Summary Compensation Table" during the fiscal year ended
December 31, 2004.

<TABLE>
                                        OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                                  INDIVIDUAL GRANTS

                            Number of Securities       Percent of Total
                                Underlying          Options/SARs Granted
                               Options/SARs         to Employees in Fiscal   Exercise or Base
         Name                   Granted (#)                Year (%)             Price ($/SH)       Expiration Date
------------------------  ----------------------  ------------------------  ------------------  --------------------
<S>                               <C>                        <C>                <C>              <C>
Klaus Moeller                     750,000                    13%                $2.00-$4.00      September 30, 2015
Michael Meader                    575,000                    10%                $2.00-$4.00      September 30, 2015
Larry Balaban                     350,000                     6%                $2.00-$4.00      September 30, 2015
Howard Balaban                    350,000                     6%                $2.00-$4.00      September 30, 2015
Julie Ekelund                     350,000                     6%                $2.00-$4.00      September 30, 2015
</TABLE>

The following table sets forth information concerning the exercise of stock
options by each person named in the "Summary Compensation Table" during our
fiscal year ended December 31, 2004, and the value of all exercisable and
unexercisable options at December 31, 2004. This table does not include
warrants.

<TABLE>
                          AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
                                       FISCAL YEAR-END OPTION VALUES

                                Number of Securities Underlying         Value of Unexercised In-The-Money
                               Unexercised Options at FY-End (#)            Options at FY-End ($) (1)
--------------------------   -------------------------------------   --------------------------------------
           Name                 Exercisable        Unexercisable          Exercisable       Unexercisable
--------------------------   -----------------   -----------------   ------------------   -----------------
<S>                              <C>                 <C>                   <C>                 <C>
Klaus Moeller                    1,222,685           575,000               $510,176            $28,000
Michael Meader                   1,005,500           487,500               $492,020            $28,000
Larry Balaban                      852,500           375,000               $486,350            $28,000
Howard Balaban                     852,500           375,000               $486,350            $28,000
Julie Ekelund                      780,000           375,000               $476,200            $28,000
</TABLE>

(1) Based on the closing price for our common stock at the close of market on
December 31, 2004. On December 31, 2004, the price of our common stock was $1.64
per share. The lowest exercise price of any outstanding option at December 31,
2004 was $0.63 per share.

EMPLOYMENT AGREEMENTS

         Effective January 3, 2002, we entered into three-year employment
agreements with Klaus Moeller, Michael Meader, Larry Balaban, and Howard
Balaban. Effective April 1, 2002, we entered into a three-year employment
agreement with Julie Ekelund, our Executive Vice President. Under each
employment agreement, the executive is entitled to an annual salary of $150,000
and was granted an option to purchase 450,000 shares of common stock which vest
one-third each year beginning on December 31, 2002. The options granted are
exercisable for a period of 10 years from the date of grant at an exercise price
of $0.63 per share, the market price on the date of grant. Under these
employment agreements, if the senior executive died or was terminated without
cause (as defined in the employment agreement) during the first year of the
employment agreement, the senior executive would have received 24 months of
salary as severance pay. If the senior executive died or was terminated without
cause during the second year of the employment agreement, the senior executive


                                        7

<PAGE>

would have received 18 months of salary as severance pay. If the senior
executive dies or is terminated without cause during the third year of the
employment agreement, the senior executive will receive 12 months of salary as
severance pay. Severance pay under these employment agreements is due and
payable in full immediately upon death or termination of the senior executive.
If we were required to make payments under the severance pay provisions
contained in one or more of these employment agreements, this could have a
material adverse effect upon our liquidity and results of operations.

         Effective October 31, 2003, the above employment agreements were
amended to (i) extend the expiration date until January 2, 2006, (ii) to
increase annual salaries according to the table below, and (iii) to grant to
each senior executive a ten-year stock option to purchase 250,000 shares of our
common stock at an exercise price of $1.50 per share, of which 50,000 shares
will vest on December 31, 2004, and 200,000 shares will vest on December 31,
2005.

                                             2004 SALARY       2005 SALARY
                   Klaus Moeller             $222,500          $244,750
                   Mike Meader               $197,500          $217,250
                   Howard Balaban            $172,500          $189,750
                   Larry Balaban             $172,500          $189,750
                   Julie Ekelund             $172,500          $189,750

         Trevor J. Drinkwater, our current Chief Executive Officer, entered into
a one-year employment agreement with us initially to act as our Executive Vice
President of DVD Sales effective July 16, 2004. Under the employment agreement,
Mr. Drinkwater is entitled to an annual salary of $175,000, a bonus of 2% of the
net sales in excess of a total of $15 million achieved by the Company in the
third and fourth quarters of 2004, if any, reimbursement of up to $5,000 for his
moving expenses and a grant of an option to purchase 150,000 shares of common
stock which vest as follows: 50% on the July 16, 2004, and 10% on January 16,
2005, February 16, 2005, March 16, 2005, April 16, 2005, and May 16, 2005. The
option is exercisable for a period of 10 years from the date of grant at an
exercise price of $2.00 per share, an amount exceeding the market price on the
date of grant that was set by our negotiations with Mr. Drinkwater. Under the
terms of this employment agreement, after the first three months of the
agreement, if Mr. Drinkwater dies or is terminated without cause (as defined in
the employment agreement), he will receive three months of salary as severance
pay. Severance pay under this employment agreement is due and payable in full
immediately upon Mr. Drinkwater's termination or death. This agreement remains
in effect with respect to Mr. Drinkwater's current duties as Chief Executive
Officer.

         Andrew C. Schmidt entered into a one-year employment agreement with us
to act as our Chief Financial Officer effective August 23, 2004. Under the
employment agreement, Mr. Schmidt is entitled to an annual salary of $160,000
and a grant of an option to purchase 75,000 shares of common stock which vest on
August 23, 2005. The option is exercisable for a period of 10 years from the
date of grant at an exercise price of $1.44 per share, the market price on the
date of grant. Under the terms of this employment agreement, after the first
three months of the agreement, if Mr. Schmidt dies or is terminated without
cause (as defined in the employment agreement), he will receive three months of
salary as severance pay. Severance pay under this employment agreement is due
and payable in full immediately upon Mr. Schmidt's termination or death.

         Mark J. Miller entered into a one-year employment agreement with us to
act as our Chief Operating Officer effective February 2, 2004. Under the
employment agreement, Mr. Miller was awarded a signing bonus of $20,000 and is
entitled to an annual salary of $173,000 and a grant of an option to purchase
150,000 shares of common stock which vest on February 1, 2005. The option is
exercisable for a period of 10 years from the date of grant at an exercise price
of $2.55 per share, the market price on the date of grant. Under the term of
this employment agreement, after the first three months of the agreement, if Mr.
Miller dies or is terminated without cause (as defined in the employment
agreement), he will receive six months of salary as severance pay. Severance pay
under this employment agreement is due and payable in full immediately upon Mr.
Miller's termination or death.

DIRECTOR COMPENSATION

         Directors do not receive cash compensation for their services as
directors but are reimbursed for expenses actually incurred in connection with
attending board meetings. During 2004 the Board granted options for Board
service to directors as follows:

                   Name                          Option Grants (shares)
                   ----                          ----------------------
                   Alexander L. Cappello         429,520
                   Michael J. Koss               429,520
                   Charles Rivkin                429,520
                   Peter J. Schlessel*           429,520

                   * Represents grant to a former director; only a portion of
                   which vested prior to his resignation on December 31, 2004.


                                       8


<PAGE>

ITEM 11.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
              AND RELATED STOCKHOLDER MATTERS

         The following table sets forth certain information known to us with
respect to the beneficial ownership of common stock as of March 31, 2005, by (i)
each person who is known by us to own beneficially more than 5% of our common
stock, (ii) each of our directors and executive officers and (iii) all of our
officers and directors as a group. Except as otherwise listed below, the address
of each person is c/o Genius Products, Inc., 740 Lomas Santa Fe, Suite 210,
Solana Beach, California 92075.

<TABLE>
                                                                          Shares Beneficially Owned (1)
                                                                      ------------------------------------
                         Name and Address of Owner                           Number             Percent
     --------------------------------------------------------------   --------------------   -------------
<S>                                                                      <C>                     <C>
     Stephen K. Bannon                                                            0               0

     Alexander L. Cappello                                                1,825,732 (2)           4.42

     James G. Ellis                                                               0               0

     Robert V. Graziano                                                           0               0

     Michael J. Koss                                                         95,449 (3)           *

     Klaus Moeller                                                        2,469,705 (4)           6.23

     Bruce L. Pompan                                                        962,781 (5)           2.39

     Charles H. Rivkin                                                       95,449 (6)           *

     Trevor Drinkwater                                                      325,000 (7)           *

     Michael Meader                                                       1,611,233 (8)           3.97

     Andrew C. Schmidt                                                      125,000 (9)           *

     Mark J. Miller                                                         375,000 (10)          *

     Larry Balaban                                                        1,358,731 (11)          3.36

     Howard Balaban                                                       1,346,190 (12)          3.33

     Julie Ekelund                                                        1,187,875 (13)          2.93

     All directors and officers as a group (15 persons)                  11,778,145              29.80


     American Vantage Companies                                           8,400,000 (14)         20.62

     Entities affiliated with JLF Asset Management, LLC                   3,829,968 (15)          9.53

     Bonanza Master Fund, Ltd.                                            3,037,974 (16)          7.59

     Entities affiliated with Gruber & McBaine Capital Management         2,088,448 (17)          5.25
</TABLE>

*    Represents less than 1% of our common stock.

(1) 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 subject to options and
warrants currently exercisable or convertible, or exercisable or convertible
within 60 days of March 31, 2005, are deemed outstanding for computing the
percentage of the person holding such option or warrant but are not deemed
outstanding for computing the percentage of any other person. Except as pursuant
to applicable community property laws, the persons named in the table have sole
voting and investment power with respect to all shares of common stock
beneficially owned.

(2) Includes (i) outstanding options to purchase 95,449 shares exercisable
within 60 days of March 31, 2005 (excludes outstanding options to purchase
334,071 shares exercisable after such period), (ii) such portion of a 600,490
share warrant (exercisable at $2.50 per share) which is exercisable within 60
days of the original date of this prospectus, (iii) 138,321 other warrants
(exercisable at an average of $2.67 per share) which are fully exercisable, and
(iv) 1,051,544 shares which may be acquired by Cappello Group, Inc. within 60
days of the original date of this prospectus pursuant to outstanding warrants,
the beneficial ownership of which may be deemed to be shared by Alexander
Cappello.

                                       9


<PAGE>

(3) Includes outstanding options to purchase 95,449 shares exercisable within 60
days of March 31, 2005, and excludes outstanding options to purchase 334,071
shares exercisable after such period.

(4) Includes shares held by or for the benefit of family members of Mr. Moeller,
to which Mr. Moeller disclaims all beneficial interest. Includes outstanding
options to purchase 1,222,685 shares exercisable within 60 days of March 31,
2005, and excludes outstanding options to purchase 575,000 shares exercisable
after such period.

(5) Includes (i) such portion of a 665,000 share warrant (exercisable at $2.50
per share) which is exercisable within 60 days of the original date of this
prospectus, and (ii) 281,056 other warrants (exercisable at an average of $2.67
per share) which are fully exercisable.

(6) Includes outstanding options to purchase 95,449 shares exercisable within 60
days of March 31, 2005, and excludes outstanding options to purchase 334,071
shares exercisable after such period.

(7) Includes outstanding options to purchase 325,000 shares exercisable within
60 days of March 31, 2005, and excludes outstanding options to purchase 175,000
shares exercisable after such period.

(8) Includes outstanding options to purchase 1,005,500 shares exercisable within
60 days of March 31, 2005, and excludes outstanding options to purchase 487,500
shares exercisable after such period. Also includes a warrant to purchase 28,572
shares at an exercise price of $1.40 per share.

(9) Includes outstanding options to purchase 125,000 shares exercisable within
60 days of March 31, 2005, and excludes outstanding options to purchase 200,000
shares exercisable after such period.

(10) Includes outstanding options to purchase 375,000 shares exercisable within
60 days of March 31, 2005, and excludes outstanding options to purchase 225,000
shares exercisable after such period.

(11) Includes outstanding options to purchase 852,500 shares exercisable within
60 days of March 31, 2005, and excludes outstanding options to purchase 375,000
shares exercisable after such period. Also includes a warrant to purchase 28,572
shares at an exercise price of $1.40 per share.

(12) Includes outstanding options to purchase 852,500 shares exercisable within
60 days of March 31, 2005, and excludes outstanding options to purchase 375,000
shares exercisable after such period. Also includes a warrant to purchase 28,572
shares at an exercise price of $1.40 per share.

(13) Includes outstanding options to purchase 780,000 shares exercisable within
60 days of March 31, 2005, and excludes outstanding options to purchase 375,000
shares exercisable after such period. Also includes a warrant to purchase 28,572
shares at an exercise price of $1.40 per share and a warrant to purchase 162,000
shares at an exercise price of $0.63 per share.

(14) The amount of shares indicated includes warrants to purchase 1,400,000
shares of common stock, half at an exercise price of $2.56 per share and half at
$2.78 per share. The mailing address for AVC is 4735 South Durango Drive, Suite
105, Las Vegas, Nevada 89147.

(15) The securities reported herein are held in various denominations by (i) a
separately managed account managed by Jeffrey L. Feinberg and (ii) JLF Partners
I, L.P., JLF Partners II, L.P., and JLF Offshore Fund, Ltd., to which JLF Asset
Management, L.L.C. serves as the management company and/or investment manager.
The amount of shares indicated does not include warrants to purchase 667,584
shares of common stock, half at an exercise price of $2.56 per share and half at
$2.78 per share, since such warrants may only be exercised if by so doing the
stock holdings of the warrantholder and its affiliates would not equal or exceed
10% of the Company's outstanding shares and the warrantholder has provided the


                                       10




<PAGE>

Company with at least 61 days prior notice. Jeffrey L. Feinberg is the managing
member of JLF Asset Management, L.L.C. As the investment manager of such
accounts and funds, JLF Asset Management, L.L.C. has the power to vote and/or
dispose of those shares of common stock held by such persons and accordingly,
may be deemed to be the beneficial owner of such shares. The foregoing does not
necessarily imply the existence of a group for purposes of Section 13(d)(3) of
the Exchange Act or any other purpose. The mailing address for JLF Asset
Management, L.L.C. is 2775 Via de la Valle, Del Mar, CA 92014. The foregoing
information has been derived from a Schedule 13G filed on March 28, 2005.

(16) Bonanza Master Fund, Ltd. is managed by Bonanza Capital, Ltd., which is
managed by Bonanza Fund Management, Inc. The amount of shares indicated includes
warrants to purchase 506,329 shares of common stock, half at an exercise price
of $2.56 per share and half at $2.78 per share. The mailing address for Bonanza
Master Fund, Ltd. is 300 Crescent Court, Suite 1740, Dallas, Texas 75201. The
foregoing information has been derived from a Schedule 13G filed on March 31,
2005.

(17) The securities reported herein are held in various denominations by Firefly
Partners, LP, Lagunitas Partners LP, Jon D. Gruber, J. Patterson McBaine, Eric
Swergold, J. Lynn Rose, and in various client accounts managed by Gruber &
McBaine Capital Management. Gruber & McBaine Capital Management is the
investment advisor for Firefly Partners, LP, Lagunitas Partners LP, and these
client accounts. The amount of shares includes warrants to purchase 252,274
shares of common stock at various exercises prices between $2.56 and $3.00 per
share. The mailing address for Gruber & McBaine Capital Investment is 50 Osgood
Place, San Francisco, CA 94133.


                                       11




<PAGE>

ITEM 12.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Alex Cappello and Bruce Pompan are Managing Directors of Cappello
Capital Corp., investment bankers. In March 2004 (prior to their appointment as
directors of the Company), the Company retained Cappello Capital Corp. to
perform corporate finance advisory services for a two-year period, involving
payment of a monthly retainer fee of $10,000 by the Company plus reimbursement
of expenses. In addition, the Company agreed to issue to Cappello Capital Corp.
or its affiliate a warrant to purchase 2,000,000 shares of common stock at an
exercise price of $2.50 per share, one-quarter of which became exercisable on
August 24, 2004 and the remainder of which vests in monthly increments
thereafter over 15 months.

         On January 22, 2004, the officers' notes receivable held by our company
as subscriptions receivable were paid off by tendering shares of our common
stock pursuant to the terms of the notes. The balance of each note at the time
of the payoff was approximately $471,219. Klaus Moeller and Michael Meader each
tendered 168,052 shares to retire their loans. Larry Balaban and Howard Balaban
tendered 170,405 shares and 174,883 shares, respectively, tendering additional
shares to retire advances in the amount of approximately $6,600 and $19,153,
respectively, previously made to them.

         On January 22, 2004, certain notes receivable held by our company as
subscriptions receivable were paid off by tendering shares of our common stock
pursuant to the terms of the notes. 1,285,200 restricted shares were previously
issued upon the conversion of certain warrants. The warrant exercise price was
paid by secured promissory notes totaling $728,400 with two related parties. Of
the total, 660,000 shares with an exercise price of $0.63 each ($415,800 total)
were issued to S G Consulting Inc., an entity controlled by Sean Goodchild, who
was the owner of more than 5% of our common stock when these shares were
included in his ownership. The balance of 625,200 shares with an exercise price
of $0.50 each ($312,600 total) were issued to Algarvida LDA, an entity that is
controlled by Isabel Moeller, who is the sister of Klaus Moeller, a director.
Mr. Goodchild and Ms. Moeller tendered 164,346 and 123,556 shares, respectively,
in repayment of the balance of the loans in the amount of approximately $460,826
and $346,451, respectively.

         On December 31, 2003, we entered into a sublease arrangement with the
Meader Family Limited Trust, a related party, under which we rent a portion of a
warehouse facility (approximately 8,000 square feet) in Atlantic, Iowa, for a
monthly rent of $2,900. This centrally located facility is used to distribute
our products to certain customers. The lease expires in December 2007.

         Also on December 31, 2003, we entered into a sublease arrangement with
Ekelund Properties, LLC, a related party, under which we rent sales offices
(approximately 1,300 square feet) in Excelsior, Minnesota for a monthly rent of
$1,200. This is a one-year lease with the option to renew for additional
one-year periods. The lease subsequently expired in January 2005.

         Carl Amari is the President and CEO of Falcon Picture Group, LLC, and
was formerly a member of our board of directors. Falcon received payments in
2003 and 2004 under two licensing agreements, the first for the distribution of
BOZO videos and DVDs dated November 12, 2002, and the second for the licensing
and distribution of various Falcon properties, including the AMC(R) on video and
DVD dated September 8, 2003. We also issued 70,922 restricted shares of our
common stock to Falcon under the September 2003 license agreement for the option
to purchase Falcon's assets before September 8, 2006. On December 22, 2003, we
completed a transaction amending our September 8, 2003 licensing agreement with
Falcon to address Falcon's acquisition of a license to use the TV GUIDE(R) name
and logo in connection with the development, marketing and sale, throughout the
United States, of a full line of DVD products featuring classic television
content from 1946 through 1989. The terms for this amendment were reached on
October 2, 2003. For his part in the negotiations for this acquisition and the
completion of the transaction, Carl Amari purchased 1,350,000 restricted shares
of Genius common stock on December 22, 2003 at $0.72 per share.

         Effective October 1, 2003, we entered into a sales representative
agreement with Greg Meader, the brother of Michael Meader. The agreement is for
an automatically renewable one-year term. Greg Meader will receive a 5%
commission for sales of Genius' products to certain accounts in North America.

                                       12

<PAGE>

EQUITY COMPENSATION PLAN INFORMATION

         The following table provides information about the common stock that
may be issued upon the exercise of options, warrants and rights under all of our
existing equity compensation plans as of March 31, 2005.

<TABLE>
                                                                                      Number of Securities Remaining
                              Number of Securities To         Weighted-Average         Available for Future Issuance
                              Be Issued upon Exercise        Exercise Price of           under Equity Compensation
                              of Outstanding Options,       Outstanding Options,        Plans (Excluding Securities
      Plan Category             Warrants and Rights        Warrants and Rights(2)     Reflected in the Second Column)
--------------------------    -------------------------    -----------------------    --------------------------------
<S>                                <C>                             <C>                         <C>
Equity Compensation
Plans Approved by                  11,396,417 (1)                  $1.82                       2,755,628 (2)
Shareholders


Equity Compensation
Plans Not Approved by               142,860 (3)                    $1.40                            0
Shareholders

----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Represents 452,750 shares issuable upon exercise of outstanding options
granted under the 1997 Stock Option Plan, 5,194,313 shares issuable upon
exercise of outstanding options granted under the 2000 Stock Option Plan,
1,000,000 shares issuable upon exercise of outstanding options granted under the
2003 Stock Option Plan, and 4,749,354 issuable upon exercise of outstanding
options granted under the 2004 Stock Incentive Plan.

(2) Represents 4,962 shares available for issuance under the 2000 Stock Option
Plan, and 2,750,646 available for issuance under the 2004 Stock Incentive Plan.

(3) Represents warrants issued in lieu of compensation during 2003.


ITEM 13.      EXHIBITS

 (a) Exhibits. The following additional exhibits supplement the list of exhibits
included in Item 13 to the original 10-KSB filed with the SEC on March 31, 2005.

    Exhibit No.     Description
    -----------     -----------

        3.1         Certificate of Incorporation of Delaware corporation
                    effective March 2, 2005 (originally filed as Exhibit 3.1 to
                    the Company's Form 10-KSB filed on March 31, 2005).
        3.2         Bylaws of Delaware corporation effective March 2, 2005
                    (originally filed as Exhibit 3.2 to the Company's Form
                    10-KSB filed on March 31, 2005).
        4.1         Specimen Certificate for Common Stock (incorporated by
                    reference from Exhibit 4.8 to the Company's Form 10-KSB
                    filed on April 14, 2000).
        4.2         Certificate of Change in Stock (incorporated by reference
                    from Exhibit 3.2.2 to the Company's Form 10-KSB filed on
                    April 16, 2002).
       10.1         Employment Agreement with Klaus Moeller dated January 3,
                    2002 (incorporated by reference from Exhibit 10.51 to the
                    Company's Form 10-KSB, Amendment No. 1, filed on April 30,
                    2002).
       10.2         Amendment to Employment Agreement with Klaus Moeller dated
                    October 31, 2003 (incorporated by reference from Exhibit
                    10.40 to the Company's Form 10-KSB, Amendment No. 1, filed
                    on April 29, 2004).


                                       13




<PAGE>

    Exhibit No.     Description
    -----------     -----------
       10.3         Employment Agreement with Michael Meader dated January 3,
                    2002 (incorporated by reference from Exhibit 10.52 to the
                    Company's Form 10-KSB, Amendment No. 1, filed on April 30,
                    2002).
       10.4         Amendment to Employment Agreement with Michael Meader dated
                    October 31, 2003 (incorporated by reference from Exhibit
                    10.41 to the Company's Form 10-KSB, Amendment No. 1, filed
                    on April 29, 2004).
       10.5         Employment Agreement with Howard Balaban dated January 3,
                    2002 (incorporated by reference from Exhibit 10.54 to the
                    Company's Form 10-KSB, Amendment No. 1, filed on April 30,
                    2002).
       10.6         Amendment to Employment Agreement with Howard Balaban dated
                    October 31, 2003 (incorporated by reference from Exhibit
                    10.42 to the Company's Form 10-KSB, Amendment No. 1, filed
                    on April 29, 2004).
       10.7         Employment Agreement with Larry Balaban dated January 3,
                    2002 (incorporated by reference from Exhibit 10.53 to the
                    Company's Form 10-KSB, Amendment No. 1, filed on April 30,
                    2002)
       10.8         Amendment to Employment Agreement with Larry Balaban dated
                    October 31, 2003 (incorporated by reference from Exhibit
                    10.43 to the Company's Form 10-KSB, Amendment No. 1, filed
                    on April 29, 2004).
       10.9         Employment Agreement with Julie Ekelund dated April 1, 2002
                    (incorporated by reference from Exhibit 10.56 to the
                    Company's Form 10-KSB, Amendment No. 1, filed on April 30,
                    2002).
       10.10        Amendment to Employment Agreement with Julie Ekelund dated
                    October 31, 2003 (incorporated by reference from Exhibit
                    10.44 to the Company's Form 10-KSB, Amendment No. 1, filed
                    on April 29, 2004).
       10.11        Employment Agreement with Mark Miller dated February 2, 2004
                    (incorporated by reference from Exhibit 10.34 to the
                    Company's Form 10-KSB filed on March 30, 2004).
       10.12        Employment Agreement with Trevor Drinkwater dated July 16,
                    2004 (incorporated by reference from Exhibit 10.1 to the
                    Company's Form 10-QSB filed on August 16, 2004).
       10.13        Employment Agreement with Andrew C. Schmidt dated August 23,
                    2004 (incorporated by reference from Exhibit 99.4 to the
                    Company's Form 8-K filed on November 12, 2004).
       10.14        Form of Executive Stock Payment Agreement dated as of June
                    2, 2003, with Klaus Moeller, Michael Meader, Larry Balaban,
                    Howard Balaban and Julie Ekelund for stock and warrants paid
                    in lieu of $20,000 each of 2003 salary (incorporated by
                    reference from Exhibit 10.1 to the Company's Form 10-QSB
                    filed on August 14, 2003).
       10.15        Amended and Restated 1997 Non-Qualified Stock Option Plan
                    (incorporated by reference from Exhibit 10.61 to the
                    Company's Form 10-KSB, Amendment No. 1, filed on April 30,
                    2002).
       10.16        Form of Non-Qualified Stock Option Agreement under the
                    Amended and Restated 1997 Stock Option Plan (originally
                    filed as Exhibit 10.16 to the Company's Form 10-KSB filed on
                    March 31, 2005).
       10.17        Second Amended and Restated 2000 Non-Qualified Stock Option
                    Plan (incorporated by reference from Exhibit 10.62 to the
                    Company's Form 10-KSB, Amendment No. 1, filed on April 30,
                    2002).
       10.18        Form of Non-Qualified Stock Option Agreement under the
                    Second Amended and Restated 2000 Non-Qualified Stock Option
                    Plan (originally filed as Exhibit 10.18 to the
                    Company's Form 10-KSB filed on March 31, 2005).
       10.19        2003 Stock Option Plan (incorporated by reference from
                    Exhibit A to the Company's Proxy Statement filed on April
                    30, 2003).
       10.20        Form of Incentive Stock Option Agreement under the 2003
                    Stock Option Plan (incorporated by reference from Exhibit
                    10.30 to the Company's Registration Statement (No.
                    333-108966) on Form SB-2 filed on September 19, 2003).
       10.21        Form of Non-Qualified Stock Option Agreement under the 2003
                    Stock Option Plan (incorporated by reference from Exhibit
                    10.31 to the Company's Registration Statement (No.
                    333-108966) on Form SB-2 filed on September 19, 2003).


                                       14


<PAGE>

    Exhibit No.     Description
    -----------     -----------
       10.22        2004 Stock Incentive Plan (incorporated by reference from
                    Appendix B to the Company's Proxy Statement filed on October
                    4, 2004).
       10.23        Form of Notice of Stock Option Award under the 2004 Stock
                    Incentive Plan (originally filed as Exhibit 10.23
                    to the Company's Form 10-KSB filed on March 31, 2005).
       10.24        Form of Stock Option Agreement under the 2004 Stock
                    Incentive Plan (originally filed as Exhibit 10.24
                    to the Company's Form 10-KSB filed on March 31, 2005).
       10.25        Sublease with Citibank (West), FSB for office space in
                    Solana Beach, California (incorporated by reference from
                    Exhibit 10.30 to the Company's Form 10-KSB filed on March
                    30, 2004).
       10.26        Sublease with the Meader Family Limited Trust dated December
                    31, 2003 for warehouse facility in Iowa (incorporated by
                    reference from Exhibit 10.31 to the Company's Form 10-KSB
                    filed on March 30, 2004).
       10.27        Lease Agreement with ProCon, Inc. dated as of August 25,
                    2004 for office space in Bentonville, Arkansas (incorporated
                    by reference from Exhibit 99.1 to the Company's Form 8-K
                    filed on November 12, 2004).
       10.28        License Agreement with Falcon Picture Group, LLC dated
                    September 8, 2003 (incorporated by reference from Exhibit
                    10.3 to the Company's Form 10-QSB filed on May 17, 2004).**
       10.29        First Amendment to License Agreement with Falcon Picture
                    Group, LLC dated December 22, 2003 (incorporated by
                    reference from Exhibit 10.4 to the Company's Amended Form
                    10-QSB filed on July 13, 2004).**
       10.30        Restated Termination, Release and Royalty Agreement with
                    Warner Home Video dated March 5, 2004 (incorporated by
                    reference from Exhibit 10.5 to the Company's Amended Form
                    10-QSB filed on July 13, 2004).**
       10.31        Form of Secured Promissory Note and Pledge Agreement dated
                    as of January 3, 2002, for notes receivable for warrants
                    exercised by S G Consulting, Inc., and Algarvida LDA, in the
                    amounts of $415,800 and $312,600, respectively, and for
                    options exercised by Klaus Moeller, Michael Meader, Larry
                    Balaban and Howard Balaban in the amount of $419,500
                    (incorporated by reference from Exhibit 10.66 to the
                    Company's Form 10-KSB filed on April 3, 2003).
       10.32        Form of Secured Promissory Notes for total of $1,150,000
                    issued in fourth quarter of 2003 (incorporated by reference
                    from Exhibit 10.35 to the Company's Form 10-KSB filed on
                    March 30, 2004).
       10.33        Form of Security Agreement executed in conjunction with
                    Secured Promissory Notes issued in 2003 (incorporated by
                    reference from Exhibit 10.36 to the Company's Form 10-KSB
                    filed on March 30, 2004).
       10.34        Form of Collateral Agent Agreement executed in conjunction
                    with Secured Promissory Notes issued in 2003 (incorporated
                    by reference from Exhibit 10.37 to the Company's Form 10-KSB
                    filed on March 30, 2004).
       10.35        Form of $1 and $3 Warrants issued in conjunction with
                    Secured Promissory Notes issued in 2003 (incorporated by
                    reference from Exhibit 10.38 to the Company's Form 10-KSB
                    filed on March 30, 2004).
       10.36        Registration Rights Agreement, dated March 15, 2004, by and
                    among the Company, various purchasers, and Sands Brothers
                    International Limited (originally filed as
                    Exhibit 10.36 to the Company's Form 10-KSB filed on March
                    31, 2005).
       10.37        Form of Warrant issued to purchasers in March 2004 private
                    placement (originally filed as Exhibit 10.37 to
                    the Company's Form 10-KSB filed on March 31, 2005).
       10.38        Form of Warrant issued to Sands Brothers International
                    Limited dated March 12, 2004 (originally filed as Exhibit
                    10.38 to the Company's Form 10-KSB filed on March 31, 2005).
       10.39        Registration Rights Agreement dated March 2, 2005
                    (incorporated by reference from Exhibit 99.3 to the
                    Company's Form 8-K filed on March 9, 2005).
       10.40        Form of Warrant dated March 2, 2005 (incorporated by
                    reference from Exhibit 99.3 to the Company's Form 8-K filed
                    on March 9, 2005).


                                       15


<PAGE>

    Exhibit No.     Description
    -----------     -----------

       10.41        Agreement and Plan of Merger, dated as of March 21, 2005, by
                    and among the Company, Genius Acquisition Corp., American
                    Vantage Companies, and American Vantage Media Corporation
                    (incorporated by reference from Exhibit 2.1 to the Company's
                    Form 8-K filed on March 25, 2005).
       10.42        Registration Rights Agreement, dated as of March 21, 2005,
                    by and between Genius Products and American Vantage
                    Companies (incorporated by reference from Exhibit 2.3 to the
                    Company's Form 8-K filed on March 25, 2005).
       10.43        Form of Common Stock Purchase Warrant issued to American
                    Vantage Companies (incorporated by reference from Exhibit
                    2.7 to the Company's Form 8-K filed on March 25, 2005).
       10.44        Resale and Voting Agreement, dated as of March 21, 2005, by
                    and between the Company and American Vantage Companies
                    (incorporated by reference from Exhibit 2.2 to the Company's
                    Form 8-K filed on March 25, 2005).
       10.45        Assumption of Obligations and Pledge Agreement, dated as of
                    March 21, 2005, by and between the Company and American
                    Vantage Companies (incorporated by reference from Exhibit
                    2.5 to the Company's Form 8-K filed on March 25, 2005).
       10.46        Assignment, Assumption and Pledge Agreement, dated as of
                    March 21, 2005, by and between the Company and American
                    Vantage Companies (incorporated by reference from Exhibit
                    2.6 to the Company's Form 8-K filed on March 25, 2005).
       10.47        Escrow Agreement, dated as of March 21, 2005, by and among
                    the Company, American Vantage Companies and City National
                    Bank, National Association (incorporated by reference from
                    Exhibit 2.4 to the Company's Form 8-K filed on March 25,
                    2005).
       14.1         Code of Ethics adopted February 27, 2004 (incorporated by
                    reference from Exhibit 10.39 included with the Company's
                    Form 10-KSB filed on March 30, 2004).
       21           List of Subsidiaries (incorporated by reference from Exhibit
                    21 to the Company's Registration Statement on Form S-1
                    (333-124515) filed on May 2, 2005).
       23.1*        Consent of Singer Lewak Greenbaum & Goldstein, LLP.
       23.2*        Consent of Cacciamatta Accountancy Corporation.
       31.1*        Certification of Chief Executive Officer pursuant to Section
                    302 of the Sarbanes-Oxley Act.
       31.2*        Certification of Chief Financial Officer pursuant to Section
                    302 of the Sarbanes-Oxley Act.
       32.1*        Certification of Chief Executive Officer pursuant to Section
                    906 of the Sarbanes-Oxley Act.
       32.2*        Certification of Chief Financial Officer pursuant to Section
                    906 of the Sarbanes-Oxley Act.

*    Filed herewith
** Confidential treatment has been requested with respect to certain portions of
this exhibit. Omitted portions have been filed separately with the Securities
and Exchange Commission pursuant to an application for confidential treatment.


                                       16




<PAGE>

ITEM 14.      PRINCIPAL ACCOUNTANTS FEES AND SERVICES

AUDIT FEES

         The following table shows the fees paid or accrued by Genius Products,
Inc. for the audit and other services provided by Singer Lewak Greenbaum &
Goldstein LLP ("SLGG") and Cacciamatta Accountancy Corporation ("CAC") for the
years ended December 31 shown:

                                       2004                     2003
                            ------------------------- -------------------------
                                SLGG          CAC         SLGG          CAC
                            ------------ ------------ ------------ ------------
Audit Fees                      95,091      58,325         --         57,595
Audit-Related Fees                --        10,000         --           --
Tax Fees                          --          --           --           --
All Other Fees                    --          --           --           --
                            ------------ ------------ ------------ ------------
Total                           95,091      68,325         --         57,595
                            ============ ============ ============ ============

TAX FEES

         Our principal accountants did not bill us any fees for tax compliance,
tax advice and tax planning for our fiscal years ended December 31, 2003 or
2004.

ALL OTHER FEES

         Our principal accountants did not bill us for any services or products
other than as reported above in this Item 14 during our fiscal years ended
December 31, 2003 or 2004.

AUDIT COMMITTEE APPROVALS

         Effective May 6, 2003, the Securities and Exchange Commission adopted
rules that require that before our auditor is engaged by us to render any
auditing or permitted non-audit related services, the engagement must be
approved by our Audit Committee or entered into pursuant to pre-approval
policies and procedures established by the Audit Committee, provided the
policies and procedures are detailed as to the particular service, the Audit
Committee is informed of each service, and such policies and procedures do not
include delegation of the Audit Committee's responsibilities to management.

         Our Audit Committee requires advance approval of all audit, audit-
related, tax and other services performed by the independent auditor. Unless the
specific service has been previously pre-approved with respect to that year, the
Audit Committee must approve the permitted service before the independent
auditor is engaged to perform it.


                                       17


<PAGE>

                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

Date:    May 2, 2005
                                 GENIUS PRODUCTS, INC.


                                 By:  /s/ Trevor Drinkwater
                                      ------------------------------------------
                                      Trevor Drinkwater, Chief Executive Officer


         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

<TABLE>
<S>     <C>

   /s/ Trevor Drinkwater                     Chief Executive Officer                   May 2, 2005
 --------------------------------------      (Principal Executive Officer)
 Trevor Drinkwater


   /s/ Andrew C. Schmidt                     Chief Financial Officer (Principal        May 2, 2005
 --------------------------------------      Financial and Accounting Officer)
 Andrew C. Schmidt


          *                                  Director                                  May 2, 2005
 --------------------------------------
 Klaus Moeller


          *                                  Director                                  May 2, 2005
 --------------------------------------
 Stephen K. Bannon


          *                                  Director                                  May 2, 2005
 --------------------------------------
 Alexander L. Cappello


          *                                  Director                                  May 2, 2005
 --------------------------------------
 James G. Ellis


          *                                  Director                                  May 2, 2005
 --------------------------------------
 Robert V. Graziano


          *                                  Director                                  May 2, 2005
 --------------------------------------
 Michael J. Koss


          *                                  Director                                  May 2, 2005
 --------------------------------------
 Bruce L. Pompan


          *                                  Director                                  May 2, 2005
 --------------------------------------
 Charles H. Rivkin


 *   By Power-of Attorney


                                                 18
</TABLE>