<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, 2003

                                       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)

             NEVADA                                     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 $0.001
                                (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 2003 were $3,068,506.

         The aggregate market value of voting stock held by non-affiliates of
the registrant was $42,957,308 as of March 26, 2004 (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 24,744,257 shares outstanding of the registrant's Common
Stock as of April 27, 2004.

         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.....................1

ITEM 10. EXECUTIVE COMPENSATION................................................5

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
         AND RELATED STOCKHOLDER MATTERS.......................................7

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS........................8

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.....................................11

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES...............................15



<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, 2003 to amend and restate Part III, Items 9-14,
in its entirety.

                                    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 April 27, 2004.

NAME                    AGE     POSITION
----                    ---     --------

Klaus Moeller           43      Chairman of the Board, Chief Executive Officer,
                                  Interim Chief Financial Officer, Director and
                                  Director Nominee
Michael Meader          38      President
Mark J. Miller          52      Chief Operating Officer
Larry Balaban           40      Executive Vice President of Marketing and
                                  Production and Director
Howard Balaban          43      Executive Vice President of New Business
                                  Development
Julie Ekelund           42      Executive Vice President of Sales
Carl Amari              40      Director*
Nancy Evensen           48      Director*

* Member of Audit and Compensation Committees.

         KLAUS MOELLER has served as our Chief Executive Officer and as a
Director since October 1997. Mr. Moeller has served as our Interim Chief
Financial Officer since May 2001. 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.

         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.

         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 1988-1989, 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.

         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. 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.

                                       1


<PAGE>

         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.

         CARL AMARI was appointed a Director in October 2003. Mr. Amari
currently serves as CEO and President of Falcon Picture Group LLC, a company he
founded that specializes in the distribution of classic film and television
programming. In 1985, he founded Radio Spirits, Inc., a licensor and distributor
of nostalgia radio content. He sold this company to the public company MediaBay
in 1998, serving as President of the Radio Spirits subsidiary until he founded
Falcon Picture Group in 2001.

         NANCY EVENSEN was appointed to our Board of Directors in May 2002. Ms.
Evensen joined North American Membership Group, a club-based affinity marketing
and publishing company in 1994 as Senior Vice President of Marketing to oversee
all marketing functions. She has served as President and CEO at North American
Membership Group since 1999. Ms. Evensen was previously a Senior Vice President
of Marketing at Nordic Track, after starting her career at Fingerhut and later
moving to CVN Companies, a home shopping and mail order business that was sold
to QVC.

         During fiscal year 2003, the Board held five meetings. All directors
attended at least 75% of the meetings held by the Board of Directors and the
committees on which he or she served during 2003, except for Deborah Law Cross
and Margaret Loesch who each attended two of the three Audit Committee meetings,
and Nancy Evensen who attended one of the three meetings held by the Audit
Committee. Directors do not receive cash compensation for their services as
directors but are reimbursed for expenses actually incurred in connection with
attending meetings of the Board of Directors. For the last two quarters of
fiscal year 2001 and the first two quarters of fiscal year 2002, each director
received 2,000 restricted shares of our common stock for each quarter of service
on the Board. A total of 24,000 shares was awarded at a value of $1.30 per
share, 8,000 shares each to Klaus Moeller and Larry Balaban, who were members of
the Board at that time.

         Each director appointed on or after April 2002 who is not also an
officer received an option to purchase 10,000 shares of our common stock for
joining the Board. David Anderson, Richard Bermingham and Nancy Evensen, each
appointed to the Board on May 13, 2002, received options with an exercise price
of $2.59 per share which was the closing price of our common stock on May 13,
2002, the date of the grant.

         At our 2002 Annual Meeting, each director who is not also an officer
received an option to purchase 25,000 shares of our common stock for a year of
service on the Board. These options vest following the year of service. The
exercise price for options granted to David Anderson, Richard Bermingham,
Deborah Law Cross, Nancy Evensen and Margaret Loesch was $1.53 per share, which
was the closing price of our common stock on July 8, 2002, the date of the
grant.

         At our 2003 Annual Meeting, each director who is not also an officer
received an option to purchase 25,000 shares of our common stock for a year of
service on the Board. These options vest following the year of service. The
exercise price for options granted to David Anderson, Richard Bermingham, Nancy
Evensen and Margaret Loesch was $1.13 per share, which was the closing price of
our common stock on July 7, 2003, the date of the grant. David Anderson, Richard
Bermingham and Margaret Loesch resigned from the Board in the last quarter of
2003 for personal reasons.

         On October 20, 2003, Carl Amari was granted a vested option to purchase
10,000 shares of our common stock his appointment to the Board and an option to
purchase 17,877 shares of our common stock for service on the Board until the
next annual meeting (the grant of an option to purchase 25,000 shares of common
stock for a year's service on the Board granted to other directors was prorated
for the remainder of the term of service). The option for board service vests at
the anniversary date of the prior year's annual meeting. The exercise price for
these options was $1.40 per share, which was the closing price of our common
stock on October 20, 2003, the date of the grant.

                                       2


<PAGE>

         On October 31, 2003, the Compensation Committee authorized the grant of
options for Board service to directors who are also officers (Klaus Moeller and
Larry Balaban). The committee also authorized an increase in the annual option
grant to directors, including directors who are also officers. This increase
from an annual option grant to purchase 25,000 shares of our common stock to an
option to purchase 37,500 shares of our common stock was prorated for the
remainder of the directors' year of service and will vest on the anniversary
date of the prior year's annual meeting. Carl Amari and Nancy Evensen each
received an option to purchase 8,562 shares of common stock. Larry Balaban and
Klaus Moeller each received an option to purchase 25,685 shares of our common
stock. The exercise price for each option was $1.50 per share. The closing price
of our common stock on October 31, 2003, the date of the grant, was $1.36.

         Carl Amari is the President and CEO of Falcon Picture Group, LLC.
Falcon has received payments of approximately $663,650 in 2003 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 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 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 the price of $0.72 per share.

         Directors and executive officers are elected annually.

         The Board of Directors has a Compensation Committee whose members are
currently Carl Amari and Nancy Evensen. The Compensation Committee held five
meetings during 2003. The Board also has an Audit Committee that reviews the
results and scope of the audit and other accounting-related matters. The Audit
Committee held three meetings during 2003 but has not held any meetings since
August 2003 pending the appointment of a new chairperson, a financial expert and
additional independent directors. The members of the Audit Committee are
currently Carl Amari and Nancy Evensen. Nancy Evensen is the only independent
Audit Committee member. A Nominating Committee has not been established due to
the small size of the company and our Board. Until a Nominating Committee is
established the nominating decisions are made by the Board. The Board of
Directors does not currently have an audit committee financial expert. The Board
is actively seeking independent directors and a suitable director candidate who
would become the financial expert for the Audit Committee. The Board seeks
candidates with mature business judgment, financial acumen and may also seek
specific industry or technical skills that can complement those held by
management. The Board also requires high ethical standards and successful
experience with public and growth companies.

AUDIT COMMITTEE CHARTER

         Our Board of Directors has previously adopted a written charter for the
Audit Committee, which established operating guidelines for the Audit Committee.

                                       3


<PAGE>

CODE OF ETHICS

         We adopted a Code of Ethics on February 27, 2004, 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 is filed as an exhibit to this Annual Report.

                  COMPLIANCE WITH SECTION 16(a) OF EXCHANGE ACT

         Late filings of Forms 3 and 4 were made as follows: (i) a Form 3 filing
for Carl Amari due on October 22, 2003; (ii) Form 4s for Carl Amari due on
November 4, 2003, and December 24, 2003; (iii) Form 4s for Klaus Moeller,
Michael Meader, Larry Balaban, Howard Balaban and Julie Ekelund for due on June
4, 2003 and November 4, 2003; (iv) Form 4s for Nancy Evensen due on July 9,
2003, and November 4, 2003; (v) Form 4s for David Anderson (a former director)
due on May 29, 2003, and July 9, 2003; (vi) Form 4s for Richard Bermingham (a
former director) due on July 9, 2003; and (vii) a Form 4 for Margaret Loesch (a
former director) due on July 9, 2003. No other person, who, at any time during
the year ended December 31, 2003, 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, 2003. The foregoing is based solely upon a
review of Form 3 and 4 filings furnished to us during the year ended December
31, 2003, and certain written representations from officers, directors and
shareholders who, to the best of our knowledge, hold 10 percent or more of our
shares.

                                       4


<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

         Our compensation and benefits program is designed to attract, retain
and motivate employees to operate and manage the Company for the best interests
of its 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.

EXECUTIVE OFFICER COMPENSATION

         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 which
is described above under "Director Compensation". Shares issued in lieu of
compensation are listed in the year the salary was due.
<TABLE>

                           SUMMARY COMPENSATION TABLE*
<CAPTION>

                                                 Annual Compensation          Long-Term Compensation
                                                ---------------------- ------------------------------------
                                                                                 Awards            Payouts
                                                                       -------------------------  ---------
                                                                                                              All Other
                                                                                                             Compensation
                                                                       Restricted    Securities                   $
                                                          Other Annual   Stock       Underlying     LTIP     -----------
                                     Salary       Bonus   Compensation   Awards      Option/SARs    Payouts     (Car
   Name and Position      Year         $            $          $            $        and Warrants      $      Allowance)
------------------------  ----    ------------  --------  ------------ ------------  -------------  -------  ------------
<S>                       <C>       <C>          <C>           <C>       <C>           <C>             <C>       <C>
Klaus Moeller             2003      150,000(1)   45,000        0         28,572(1)     572,000(1)      0         9,000
CEO and Interim CFO       2002      150,000(1)        0        0         47,619(1)     450,000         0         9,000
                          2001      150,000(1)        0        0        117,560(1)     200,000         0         5,000

Michael Meader            2003      150,000(2)   15,000        0         28,572(2)     468,000(2)      0         9,000
President, formerly       2002      150,000(2)        0        0         47,619(2)     450,000         0         9,000
Executive Vice            2001      150,000(2)        0        0         42,560(2)     200,000         0         5,000
President -
Distribution and
Executive Vice President

Larry Balaban             2003      150,000(3)   15,000        0         28,572(3)     427,500(3)(4)   0         9,000
Executive VP of           2002      150,000(3)        0        0         47,619(3)(4)  450,000         0         9,000
Marketing and             2001      150,000(3)        0        0         42,560(3)     200,000         0         5,000
Production

Howard Balaban            2003      150,000(3)   15,000        0         28,572(3)     427,500(3)      0         9,000
Executive VP of New       2002      150,000(3)        0        0         47,619(3)     450,000         0         9,000
Business Development      2001      150,000(3)        0        0         42,560(3)     200,000         0         5,000

Julie Ekelund             2003      150,000(5)   15,000        0         28,572(5)     427,500(5)      0         9,000
Executive VP of Sales     2002      150,000(5)        0        0         20,000(5)     450,000         0         9,000

                    Prior year not applicable as Ms. Ekelund's employment commenced on April 1, 2002.
</TABLE>

* The number of shares and share prices disclosed reflect the reverse stock
split which occurred on April 10, 2001.

(1)  During 2001, in response to the Company's limited cash flow, Mr. Moeller
     accepted $75,000 of unpaid 2001 salary in the form of shares of common
     stock based upon the closing price of the common stock on January 2, 2001,
     which was $0.80 (as adjusted for the April 10, 2001 reverse stock split).
     Pursuant to this agreement, Mr. Moeller was issued 93,750 shares of stock
     on June 10, 2001. Mr. Moeller received 23,810 shares for an additional
     $15,000 of unpaid 2001 salary and agreed to accept 47,619 shares as a
     signing bonus for entering into a three-year employment agreement as of
     January 3, 2002, with a $30,000 reduction of 2002 salary. These issuances
     were made as of January 3, 2002, at $0.63 per share. During 2003, in
     response to the Company's limited cash flow, Mr. Moeller accepted $20,000
     of his 2003 salary in exchange for 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 that was ongoing at that
     time. For his service as a director, Mr. Moeller received (i) 12,000 shares
     of common stock on July 31, 2001, for service for the six quarters prior to
     the date of grant (2,000 shares per quarter); (ii) 8,000 shares of common
     stock on August 23, 2002, for service for the four quarters prior to the
     date of grant (2,000 shares per quarter); and (iii) on October 31, 2003, an
     option to purchase 25,685 shares of common stock at an exercise price of
     $1.50 per share, as further described under "Director Compensation", above.

                                       5


<PAGE>

(2)  During 2001, in response to the Company's limited cash flow, Mr. Meader
     accepted $15,000 of unpaid 2001 salary in the form of shares of common
     stock based upon the closing price of the common stock as of January 2,
     2001, which was $0.80 (as adjusted for the April 10, 2001 reverse stock
     split). Pursuant to this agreement, Mr. Meader was issued 18,750 shares of
     common stock on June 10, 2001. Mr. Meader received 23,810 shares for an
     additional $15,000 of unpaid 2001 salary and agreed to accept 47,619 shares
     as a signing bonus for entering into a three-year employment agreement as
     of January 3, 2002, with a $30,000 reduction of 2002 salary. These
     issuances were made as of January 3, 2002, at $0.63 per share. During 2003,
     in response to the Company's limited cash flow, Mr. Meader accepted $20,000
     of his 2003 salary in exchange for 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 that was ongoing at that
     time.

(3)  During 2001, in response to the Company's limited cash flow, Mr. Larry
     Balaban and Mr. Howard Balaban each accepted $15,000 of unpaid 2001 salary
     in the form of shares of common stock based upon the closing price of the
     common stock as of January 2, 2001, which was $0.80 (as adjusted for the
     April 10, 2001 reverse stock split). Pursuant to this agreement, each was
     issued 18,750 shares of common stock on June 10, 2001. Mr. Larry Balaban
     and Mr. Howard Balaban each received 23,810 shares for an additional
     $15,000 of unpaid 2001 salary and agreed to accept 47,619 shares as a
     signing bonus for entering into a three-year employment agreement as of
     January 3, 2002, with a $30,000 reduction of 2002 salary. These issuances
     were made as of January 3, 2002, at $0.63 per share. During 2003, in
     response to the Company's limited cash flow, Mr. Larry Balaban and Mr.
     Howard Balaban each accepted $20,000 of his 2003 salary in exchange for
     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 that was ongoing at that time.

(4)  For his service as a director, Mr. Larry Balaban received (i) 8,000 shares
     of common stock on August 23, 2002, for service for the four quarters prior
     to the date of grant (2,000 shares per quarter); and (ii) on October 31,
     2003, an option to purchase 25,685 shares of common stock at an exercise
     price of $1.50 per share, as further described under "Director
     Compensation", above.

(5)  Ms. Ekelund agreed to accept 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, at $1.50 per share. The table reflects Ms. Ekelund's annual
     salary of $150,000. She received compensation for nine months in 2002.
     During 2003, in response to the Company's limited cash flow, Ms. Ekelund
     accepted $20,000 of her 2003 salary in exchange for 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 that was
     ongoing at that time.

         The following table sets forth the options granted, if any, to the
persons named in the "Summary Compensation Table" during the Company's fiscal
year ended December 31, 2003. This table does not include the warrant to
purchase 28,572 shares of common stock granted to each executive in lieu of
$20,000 of 2003 salary or options granted to certain executives also serving as
directors as described above.

<TABLE>

                              OPTION/SAR GRANTS IN LAST FISCAL YEAR*
<CAPTION>

                                         INDIVIDUAL GRANTS

                        Number of           Percent of Total
                        Securities            Options/SARs
                        Underlying             Granted to
                       Options/SARs        Employees in Fiscal      Exercise or Base
    Name                Granted (#)              Year (%)             Price ($/SH)        Expiration Date
    ----                -----------              --------             ------------        ---------------
<S>                      <C>                        <C>                <C>               <C>
Klaus Moeller            572,000                    23                 $1.50             October 31, 2013
Michael Meader           468,000                    19                  1.50             October 31, 2013
Larry Balaban            427,500                    17                  1.50             October 31, 2013
Howard Balaban           427,500                    17                  1.50             October 31, 2013
Julie Ekelund            355,500                    14                  1.50             October 31, 2013
</TABLE>

* The number of shares and share prices disclosed reflect the reverse stock
split which occurred on April 10, 2001.

                                       6


<PAGE>

         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, 2003, and the value of all exercisable and
unexercisable options at December 31, 2003. This table includes options granted
on October 31, 2004, to Klaus Moeller and Larry Balaban for service as
directors. This table does not include warrants.
<TABLE>

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

                      Number of Securities Underlying       Value of Unexercised In-The-Money Options
                     Unexercised Options at FY-End (#)                  at FY-End ($) (1)
                     ---------------------------------      -----------------------------------------
  Name                Exercisable       Unexercisable          Exercisable          Unexercisable
  ----                -----------       -------------          -----------          -------------
<S>                     <C>                <C>                   <C>                   <C>
Klaus Moeller           622,000            425,685               $883,000              $556,185
Michael Meader          518,000            400,000               $779,000              $530,500
Larry Balaban           477,500            425,685               $738,500              $556,185
Howard Balaban          477,500            400,000               $738,500              $530,500
Julie Ekelund           415,000            400,000               $666,000              $530,500
</TABLE>

 (1) Based on the closing price for our common stock at the close of market on
     December 31, 2003. On December 31, 2003, the price of our common stock was
     $2.50. The lowest exercise price of any outstanding option at December 31,
     2003, was $0.63.

         All of the above executives signed three-year employment agreements
which commenced as of January 3, 2002, except for Julie Ekelund, whose agreement
commenced as of April 1, 2002. These employments were extended until January 2,
2006, pursuant to an amendment to each agreement as of October 31, 2003. See
"Certain Relationships and Related Transactions."

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 April 27, 2004, by (i)
each person who is known by us to own beneficially more than 5% of 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>
<CAPTION>
                                                               Shares Beneficially Owned (1)
                                                               -----------------------------
               Name and Address of Owner                        Number            Percent (2)
               -------------------------                        ------            -----------

<S>                                                            <C>                  <C>
Klaus Moeller, Director, Chairman of the Board, Chief          1,325,233 (3)          5.22
   Executive Officer and Interim Chief Financial Officer
Carl Amari, Director                                           1,430,922 (4)          5.78
Nancy Evensen, Director                                           35,000 (5)      Less than 1
Michael Meader, President                                      1,123,733 (6)          4.44
Mark J. Miller, Chief Operating Officer                                0          Less than 1
Larry Balaban, Executive Vice President, Director                983,731 (7)          3.90
Howard Balaban, Executive Vice President                         971,190 (8)          3.85
Julie Ekelund, Executive Vice President                          812,875 (9)          3.21

All officers and directors as a group (8 persons)              6,682,684             24.23
____________________
</TABLE>

(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 April 27, 2004, 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)  Percentages are based on 24,744,257 shares of common stock outstanding
     which does not include 6,665,919 shares of common stock issuable upon the
     exercise of outstanding options (other than as described in footnote 1
     above) and 11,811,471 shares of common stock issuable upon the exercise of
     outstanding warrants.

                                       7


<PAGE>

(3)  Includes 90,000 shares held by Shelly Moeller (as her sole property), who
     is the wife of Klaus Moeller and 75,000 shares held by Dorian Lowell as
     custodian for 37,500 shares each for Tia and Hayden Moeller. Tia Moeller is
     the daughter of Klaus Moeller. Hayden Moeller is the son of Klaus Moeller.
     Excludes 543,787 shares held by Algarvida LDA, an entity controlled by
     Isable Moeller, who is the sister of Klaus Moeller. Mr. Moeller disclaims
     all beneficial ownership of such shares. Also includes an option to
     purchase 300,000 shares expiring on January 3, 2012, with an exercise price
     of $0.63 per share; an option to purchase 322,000 shares expiring on
     October 31, 2013, with an exercise price of $1.50 per share and a warrant
     to purchase 28,572 shares expiring on June 2, 2008, with an exercise price
     of $1.40 per share.

(4)  Includes 70,922 shares held by Falcon Picture Group, LLC. Mr. Amari is the
     CEO and President of Falcon. Also includes an option to purchase 10,000
     shares expiring on October 20, 2013, with an exercise price of $1.40 per
     share.

(5)  Includes an option to purchase 10,000 shares expiring on May 13, 2012, with
     an exercise price of $2.59 per share and an option to purchase 25,000
     shares expiring on July 7, 2012, with an exercise price of $1.53 per share.

(6)  Includes 25,000 shares held by Suzanne Meader, who is the wife of Michael
     Meader. Also includes an option to purchase 300,000 shares expiring on
     January 3, 2012, with an exercise price of $0.63 per share; an option to
     purchase 218,000 shares expiring on October 31, 2013, with an exercise
     price of $1.50 per share and a warrant to purchase 28,572 shares expiring
     on June 2, 2008, with an exercise price of $1.40 per share.

(7)  Includes an option to purchase 300,000 shares expiring on January 3, 2012,
     with an exercise price of $0.63 per share; an option to purchase 177,500
     shares expiring on October 31, 2013, with an exercise price of $1.50 per
     share and a warrant to purchase 28,572 shares expiring on June 2, 2008,
     with an exercise price of $1.40 per share.

(8)  Includes an option to purchase 300,000 shares expiring on January 3, 2012,
     with an exercise price of $0.63 per share and an option to purchase 177,500
     shares expiring on October 31, 2013, with an exercise price of $1.50 per
     share.

(9)  Includes an option to purchase 10,000 shares expiring on July 1, 2006, with
     an exercise price of $0.80 per share; an option to purchase 300,000 shares
     expiring on January 3, 2012, with an exercise price of $0.63 per share; a
     warrant to purchase 162,000 shares expiring on April 1, 2007, with an
     exercise price of $0.63 per share and a warrant to purchase 28,572 shares
     expiring on June 2, 2008, with an exercise price of $1.40 per share.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The number of shares and share prices disclosed below reflect the
reverse stock split which occurred on April 10, 2001.

         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.

         On January 22, 2004, the officers' notes receivable held by Genius
Products as subscriptions receivable were paid off by tendering shares of Genius
Products 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.

                                       8


<PAGE>

         On January 22, 2004, certain notes receivable held by Genius Products
as subscriptions receivable were paid off by tendering shares of Genius Products
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 ($312,600 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 ($415,800 total) were issued to Algarvida LDA,
an entity that is controlled by Isabel Moeller, who is the sister of our Chief
Executive Officer, Klaus Moeller. 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.

         Effective January 3, 2002, we entered into new three-year employment
agreements with Klaus Moeller, our Chief Executive Officer, Chairman of the
Board, Interim Chief Financial Officer and a Director and Director Nominee;
Michael Meader, our President and former Executive Vice President -
Distribution; Larry Balaban, our Executive Vice President of Marketing and
Production and a Director and Director Nominee; and Howard Balaban, our
Executive Vice President of New Business Development. Effective April 1, 2002,
we entered into a three-year employment agreement with Julie Ekelund, our
Executive Vice President. Under each employment agreement, the senior 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 twenty-four 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 would have received eighteen
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 twelve 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, such would 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 as described below, and (iii) to grant to each senior
executive a ten-year stock option to purchase 250,000 shares of the Company's
common stock, par value $.001 per share (the "Shares") 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

         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.

                                       9


<PAGE>

         On March 1, 2000, we entered into a Consulting Agreement with Gerald
Edick which included a rescission of a severance letter of October 26, 1999.
Pursuant to the Consulting Agreement, Mr. Edick has irrevocably revoked his
rights to the cash bonus and other benefits under the severance letter. Under
the Consulting Agreement, Mr. Edick received an option to purchase 187,500
shares of our common stock. Mr. Edick also was to be paid $14,500 per month from
March 1 through September 30, 2000, in consideration for investor relations and
fundraising services to be performed by him. All payments due to Mr. Edick have
been settled for $67,000 and our agreement for his option to purchase 187,500
shares of our common stock to remain fully vested and exercisable until January
7, 2007, at an exercise price of $5.00 per share.

                      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 December 31, 2003.
<TABLE>
<CAPTION>

                                                                                      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(1)      Warrants and Rights(2)     Reflected in the Second Column)
--------------------------    -------------------------    -----------------------    --------------------------------
<S>                                  <C>                      <C>                             <C>
Equity Compensation
Plans Approved by                    6,665,919                     $1.33                        168,926(3)
Shareholders

                                        None                   Not Applicable                  5,000,000(4)
Equity Compensation
Plans Not Approved by
Shareholders
</TABLE>

(1)  462,750 shares issuable upon exercise of outstanding options granted under
     the 1997 Stock Option Plan; 5,203,169 shares issuable upon exercise of
     outstanding options granted under the 2000 Stock Option Plan; and 1,000,000
     shares issuable upon exercise of outstanding options granted under the 2003
     Stock Option Plan.

(2)  Option exercise prices range from $0.63 to $13.60.

(3)  Reflects shares issuable under the Second 2000 Amended and Restated 2000
     Non-Qualified Stock Option Plan.

(4)  A 2004 Stock Option Plan is currently being drafted. Upon Board and
     shareholder approval, up to 5,000,000 shares will be issuable under this
     plan. The plan will vest broad discretionary power in the Board or a
     subcommittee of the Board, including the power to (i) select eligible
     optionees to be granted stock options, (ii) set the option exercise price
     (subject to certain restrictions), (iii) establish the duration of each
     option (not to exceed ten years), (iv) specify the method of exercise, and
     (v) designate the medium and time of payment.

                                       10


<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits.  References to "the Company" in this Exhibit List mean
Genius Products, Inc., a Nevada corporation.

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

         2.1      Agreement and Plan of Reorganization with Salutations, Inc.,
                  and related exhibits and consents (incorporated by reference
                  from exhibit 2.1 included with the Company's Registration
                  Statement (No. 000-27915) on Form 10-SB filed with the SEC on
                  November 2, 1999).
         3.1      Articles of Incorporation, as amended (incorporated by
                  reference from exhibit 3.1 included with the Company's
                  Registration Statement (No. 000-27915) on Form 10-SB filed
                  with the SEC on November 2, 1999).
         3.2      Certificate of Change in Stock (incorporated by reference from
                  exhibit 3.2.2 included with the Company's Form 10-KSB, filed
                  with the SEC on April 16, 2002).
         3.3      Certificate of Amendment of Articles of Incorporation
                  (incorporated by reference from exhibit 3.2.3 included with
                  the Company's Form 10-KSB, filed with the SEC on April 16,
                  2002).
         3.4      Certificate of Amendment of Articles of Incorporation
                  (incorporated by reference from exhibit 3.3 included with the
                  Company's Registration Statement (No. 333-108966) on form SB-2
                  filed with the SEC on September 19, 2003).
         3.5      Bylaws, as amended on April 20, 2000 (incorporated by
                  reference from exhibit 3.2.2 included with the Company's Form
                  10-KSB, Amendment No. 1, filed with the SEC on May 1, 2000).
         4.1      Shareholders Agreement with Minnesota Communications Group,
                  and related exhibits and schedules (incorporated by reference
                  from exhibit 4.2 included with the Company's Registration
                  Statement (No. 000-27915) on Form 10-SB filed with the SEC on
                  November 2, 1999).
         4.2      Option Agreement to Purchase Common Stock with Kevin
                  Harrington Enterprises, Inc. (incorporated by reference from
                  exhibit 4.5 included with the Company's Registration Statement
                  (No. 000-27915) on Form 10-SB filed with the SEC on November
                  2, 1999).
         4.3      Form of Stock Option Agreement with Employees (incorporated by
                  reference from exhibit 4.7 included with the Company's
                  Registration Statement (No. 000-27915) on Form 10-SB filed
                  with the SEC on November 2, 1999).
         4.4      Specimen Certificate for Common Stock (incorporated by
                  reference from exhibit 4.8 included with the Company's Form
                  10-KSB filed with the SEC on April 14, 2000).
         10.1     License Agreement with Minnesota Communications Group
                  (incorporated by reference from exhibit 10.1 included with the
                  Company's Registration Statement (No. 000-27915) on Form 10-SB
                  filed with the SEC on November 2, 1999).
         10.2     License Agreement with Minnesota Public Radio (incorporated by
                  reference from exhibit 10.2 included with the Company's
                  Registration Statement (No. 000-27915) on Form 10-SB filed
                  with the SEC on November 2, 1999).
         10.3     International Marketing and Distribution Agreement with HSND,
                  and amendment and addendum thereto (incorporated by reference
                  from exhibits 10.7 included with the Company's Registration
                  Statement (No. 000-27915) on Form 10-SB filed with the SEC on
                  November 2, 1999).
         10.4     Non-Qualified Stock Option Plan (incorporated by reference
                  from exhibit 10.8 included with the Company's Registration
                  Statement (No. 000-27915) on Form 10-SB filed with the SEC on
                  November 2, 1999).
         10.5     Form of License Agreement with Naxos of America, Inc.
                  (incorporated by reference from exhibit 10.23 included with
                  the Company's Registration Statement (No. 000-27915) on Form
                  10-SB filed with the SEC on November 2, 1999).
         10.6     Representation Agreement with Global Icons (incorporated by
                  reference from exhibit 10.31 included with the Company's Form
                  10-QSB, Amendment No. 1, filed with the SEC on May 18, 2000).
         10.7     License Agreement with Jakks Pacific, Inc. (incorporated by
                  reference from exhibit 10.39 included with the Company's Form
                  10-KSB, filed with the SEC on April 17, 2001).
         10.8     License Agreement with Catton Apparel Group (incorporated by
                  reference from exhibit 10.40 included with the Company's Form
                  10-KSB, filed with the SEC on April 17, 2001).
         10.9     License Agreement with J. Wasson Enterprises, Inc.
                  (incorporated by reference from exhibit 10.41 included with
                  the Company's Form 10-KSB, filed with the SEC on April 17,
                  2001).
         10.10    Settlement Agreement (Investment Agreement) with American
                  Public Media Group (formerly known as Minnesota Communications
                  Group) (incorporated by reference from exhibit 10.42 included
                  with the Company's Form 10-KSB, filed with the SEC on April
                  17, 2001).

                                       11



<PAGE>

   Exhibit No.      Description
   -----------      -----------
         10.11    Settlement Agreement (Shareholders Agreement) withfo American
                  Public Media Group (formerly known as Minnesota Communications
                  Group) (incorporated by reference from exhibit 10.43 included
                  with the Company's Form 10-KSB, filed with the SEC on April
                  17, 2001).
         10.12    Stock Purchase Agreement with Klaus Moeller dated July 31,
                  2001 (incorporated by reference from exhibit 4.4 included with
                  the Company's Form S-8, filed with the SEC on August 3, 2001).
         10.13    Stock Purchase Agreement with Michael Meader dated July 31,
                  2001 (incorporated by reference from exhibit 4.5 included with
                  the Company's Form S-8, filed with the SEC on August 3, 2001).
         10.14    Stock Purchase Agreement with Larry Balaban dated July 31,
                  2001 (incorporated by reference from exhibit 4.6 included with
                  the Company's Form S-8, filed with the SEC on August 3, 2001).
         10.15    Stock Purchase Agreement with Howard Balaban dated July 31,
                  2001 (incorporated by reference from exhibit 4.7 included with
                  the Company's Form S-8, filed with the SEC on August 3, 2001).
         10.16    Employment Agreement with Klaus Moeller dated January 3, 2002
                  (incorporated by reference from exhibit 10.51 included with
                  the Company's Form 10-KSB, Amendment #1, filed with the SEC on
                  April 30, 2002). This agreement was amended effective October
                  31, 2003 to increase the term by one year, to grant additional
                  stock options and to provide for salary increases in 2004 and
                  2005.
         10.17    Employment Agreement with Michael Meader dated January 3, 2002
                  (incorporated by reference from exhibit 10.52 included with
                  the Company's Form 10-KSB, Amendment #1, filed with the SEC on
                  April 30, 2002). This agreement was amended effective October
                  31, 2003 to increase the term by one year, to grant additional
                  stock options and to provide for salary increases in 2004 and
                  2005.
         10.18    Employment Agreement with Larry Balaban dated January 3, 2002
                  (incorporated by reference from exhibit 10.53 included with
                  the Company's Form 10-KSB, Amendment #1, filed with the SEC on
                  April 30, 2002). This agreement was amended effective October
                  31, 2003 to increase the term by one year, to grant additional
                  stock options and to provide for salary increases in 2004 and
                  2005.
         10.19    Employment Agreement with Howard Balaban dated January 3, 2002
                  (incorporated by reference from exhibit 10.54 included with
                  the Company's Form 10-KSB, Amendment #1, filed with the SEC on
                  April 30, 2002). This agreement was amended effective October
                  31, 2003 to increase the term by one year, to grant additional
                  stock options and to provide for salary increases in 2004 and
                  2005.
         10.20    Employment Agreement with Vinko Kovac dated January 3, 2002
                  (incorporated by reference from exhibit 10.55 included with
                  the Company's Form 10-KSB, Amendment #1, filed with the SEC on
                  April 30, 2002).
         10.21    Employment Agreement with Julie Ekelund dated April 1, 2002
                  (incorporated by reference from exhibit 10.56 included with
                  the Company's Form 10-KSB, Amendment #1, filed with the SEC on
                  April 30, 2002). This agreement was amended effective October
                  31, 2003 to increase the term by one year, to grant additional
                  stock options and to provide for salary increases in 2004 and
                  2005.
         10.22    Amended and Restated 1997 Non-Qualified Stock Option Plan
                  (incorporated by reference from exhibit 10.61 included with
                  the Company's Form 10-KSB, Amendment #1, filed with the SEC on
                  April 30, 2002).
         10.23    Second Amended and Restated 2000 Non-Qualified Stock Option
                  Plan (incorporated by reference from exhibit 10.62 included
                  with the Company's Form 10-KSB, Amendment #1, filed with the
                  SEC on April 30, 2002).
         10.24    2003 Stock Option Plan (incorporated by reference from exhibit
                  A included with the Company's Proxy Statement, filed with the
                  SEC on June 11, 2003).
         10.25    Form of Incentive Stock Option Agreement under the 2003 Stock
                  Option Plan (incorporated by reference from exhibit 10.30
                  included with the Company's Registration Statement (No.
                  333-108966) on form SB-2 filed with the SEC on September 19,
                  2003).
         10.26    Form of Non-Qualified Stock Option Agreement under the 2003
                  Stock Option Plan (incorporated by reference from exhibit
                  10.31 included with the Company's Registration Statement (No.
                  333-108966) on form SB-2 filed with the SEC on September 19,
                  2003).
         10.27    Form of Executive Stock Payment Agreement dated as of January
                  3, 2002, with Klaus Moeller, Michael Meader, Larry Balaban and
                  Howard Balaban for stock paid in lieu of $15,000 each of 2001
                  salary and $30,000 each of 2002 salary (incorporated by
                  reference from exhibit 10.64 included with the Company's Form
                  10-KSB filed with the SEC on April 3, 2003).

                                       12





<PAGE>
   Exhibit No.      Description
   -----------      -----------
         10.28    Executive Stock Payment Agreement dated as of April 1, 2002,
                  with Julie Ekelund for stock paid in lieu of $30,000 of 2002
                  salary (incorporated by reference from exhibit 10.33 included
                  with the Company's Registration Statement (No. 333-108966) on
                  form SB-2 filed with the SEC on September 19, 2003).
         10.29    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 included with the Company's Form
                  10-QSB filed with the SEC on August 14, 2003).
         10.30    Sublease with Citibank (West), FSB for office space in Solana
                  Beach, California.
         10.31    Sublease with the Meader Family Limited Trust dated December
                  31, 2003 for warehouse facility in Iowa.
         10.32    Sublease with Ekelund Properties, LLC dated December 31, 2003
                  for sales offices in Minnesota.
         10.33    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 and by
                  Vinko Kovac in the amount of $100,000 (incorporated by
                  reference from exhibit 10.66 included with the Company's Form
                  10-KSB filed with the SEC on April 3, 2003).
         10.34    Employment Agreement with Mark Miller dated February 2, 2004.
         10.35    Form of Secured Promissory Notes for total of $1,150,000
                  issued in last quarter of 2003.
         10.36    Form of Security Agreement executed in conjunction with 2003
                  Secured Promissory Notes.
         10.37    Form of Collateral Agent Agreement executed in conjunction
                  with 2003 Secured Promissory Notes.
         10.38    Form of $1 and $3 Warrants issued in conjunction with 2003
                  Secured Promissory Notes.
         10.39    Code of Ethics adopted February 27, 2004.
         10.40*   Amendment to Employment Agreement with Klaus Moeller dated
                  October 31, 2003.
         10.41*   Amendment to Employment Agreement with Michael Meader dated
                  October 31, 2003.
         10.42*   Amendment to Employment Agreement with Howard Balaban dated
                  October 31, 2003.
         10.43*   Amendment to Employment Agreement with Larry Balaban dated
                  October 31, 2003.
         10.44*   Amendment to Employment Agreement with Julie Ekelund dated
                  October 31, 2003.
         23*      Consent of independent auditors.
         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.

                                       13





<PAGE>

         (b) Reports on Form 8-K.

         We filed a Form 8-K on December 4, 2003 to disclose the issuance of a
press release announcing a music license for The Snowman.

         We filed a Form 8-K on December 4, 2003 to disclose the issuance of a
press release announcing our financial results for the third quarter ended
September 30, 2003, as reported in our 10-QSB filed on November 19, 2003.

         We filed a Form 8-K on February 3, 2004, to disclose various events as
follows:

     - The completion of a transaction amending our licensing agreement with
Falcon Picture Group to address our sublicense of Falcon's acquisition of a
license to use the TV Guide name and loge in connection with a line of DVD
products and Mr. Carl Amari's purchase of 1,350,000 restricted shares of Genius
common stock for $0.72 per share pursuant to terms reached on October 2, 2003.
Mr. Amari is the CEO of Falcon and became a member of our board of directors on
October 20, 2003.
         - The issuance of a press release announcing our release of the "AMC
Movies" DVD Collection with Falcon Picture Group.
         - The payoff of notes receivable held by the company by certain
officers using shares of stock to retire the notes.
         - The issuance of a press release regarding Margaret Loesch's
resignation from the board of directors.
         - The issuance of a press release regarding Falcon Picture Group's
license with TV Guide for TV Guide branded DVDs that we will distribute.
         - Our request to withdraw our SB-2 Registration Statement filed with
the Securities and Exchange Commission on September 19, 2003.

          We filed a Form 8-K on February 20, 2004 to disclose the issuance of a
press release announcing the appointment of Mark J. Miller as our Chief
Operating Officer.

          We filed a Form 8-K on March 12, 2004, to disclose the issuance of a
press release announcing that we had regained from Warner Home Video our right
to self-distribute our Baby Genius line of VHS and DVDs.

          We filed a Form 8-K on March 22, 2004, to disclose the issuance of a
press release announcing the closing of a $7,000,000 private placement.

                                       14





<PAGE>
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

         The aggregate fees billed for our fiscal years ended December 31, 2003
and 2002 by Cacciamatta Accountancy Corporation, our principal accountants in
2003 and 2002, for the audit of our financial statements for each of those years
and the review of our financial statements included in our Quarterly Reports on
Form 10-QSB during those financial years were $51,260 and $48,798, respectively.

AUDIT-RELATED FEES

         Fees billed by our principal accountants for assurance and related
services during our fiscal years ended December 31, 2003 and 2002 were
$6,335 and $2,126, respectively.

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 and
2002.

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 and 2002, respectively.

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.

         We are in the process of adding a financial expert and new independent
directors to our audit committee.

                                       15





<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: April 29, 2004
                                      GENIUS PRODUCTS, INC.,
                                      a Nevada corporation

                                      By: /s/ Klaus Moeller
                                          --------------------------------------
                                          Klaus Moeller, Chief Executive Officer
                                            and Interim Chief Financial 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>                                                <C>
/s/ Klaus Moeller               Chief Executive Officer, Chairman of the           April 29, 2004
---------------------------     Board and Interim Chief Financial Officer
Klaus Moeller                   (principal executive officer and
                                principal financial officer)

/s/ Larry Balaban               Director                                           April 29, 2004
---------------------------
Larry Balaban

/s/ Carl Amari                  Director                                           April 29, 2004
---------------------------
Carl Amari

/s/ Nancy Evensen               Director                                           April 29, 2004
---------------------------
Nancy Evensen

</TABLE>
                                       16