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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM
10-K/A

Amendment No. 1

(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, 2005

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 of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|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:

None.

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

COMMON STOCK, PAR VALUE $0.0001

(Title of Class)

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2
of the Exchange Act. (Check one):



|                         |  |                    |  |                         
|------------------------ |  | ------------------ |  | ------------------------
|Large accelerated filer ̈ |  | Accelerated filer ̈ |  | Non-accelerated filer  x

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

The aggregate market value of voting stock held by non-affiliates of the registrant was $72,742,124 as of June 30, 2005 (computed by reference to the average of the bid and asked 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 60,622,626
shares outstanding of the registrants common stock as of March 31, 2006.



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EXPLANATORY NOTE

The purpose of this Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (the Original Report) is to revise the cover page to reflect the Companys status as a
Non-accelerated filer.

This Amendment No. 1 does not revise or update or in any way affect any other information or disclosures contained
in the Original Report.



|ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|-------- | ---------------------------------------



|      |  |                                                                                            
|----- |  | -------------------------------------------------------------------------------------------
|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.



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



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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 18, 2006 |  |  |  | GENIUS PRODUCTS, INC.,
|                   |  |  |  | a Delaware corporation
|                   |  |  |  |                       
|                   |  |  |  |                        |  | 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.



|                                           |  |                                                                      |  |             
|------------------------------------------ |  | -------------------------------------------------------------------- |  | ------------
|SIGNATURE                                  |  | TITLE                                                                |  | DATE        
|                                           |  |                                                                     
|/s/    TREVOR
DRINKWATER Trevor Drinkwater |  | Chief Executive Officer and Director (Principal Executive Officer)   |  | May 18, 2006
|                                           |  |                                                                     
|/s/    JOHN
MUELLER John Mueller           |  | Chief Financial Officer (Principal Financial and Accounting Officer) |  | May 18, 2006
|                                           |  |                                                                     
|                                           |  | Director                                                             |  |             
|Stephen K. Bannon                          |  |                                                                      |  |             
|                                           |  |                                                                     
|/s/    HERBERT
HARDT Herbert Hardt         |  | Director                                                             |  | May 18, 2006
|                                           |  |                                                                     
|/s/    JAMES G.
ELLIS James G. Ellis       |  | Director                                                             |  | May 18, 2006