<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  FORM 10-KSB/A#2


(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, 2001

                                    or

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

                        COMMISSION FILE NUMBER 000-27915

                              GENIUS PRODUCTS, INC.
                              A NEVADA CORPORATION
             (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)

             11250 EL CAMINO REAL #100, SAN DIEGO, CALIFORNIA 92130
               (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. [ ]

         Revenues for fiscal year 2001 were $1,349,000.

         The aggregate market value of voting stock held by non-affiliates of
the registrant was $20,718,434 as of April 10, 2002 (computed by reference to
the last sale price of a share of the registrant's common stock on that date as
reported by the OTC 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 13,483,755 shares outstanding of the registrant's Common
Stock as of April 10, 2002.

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





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ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

         (a)      EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-B


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

         2.1      Agreement and Plan of Reorganization with Salutations, Inc.,
                  and related exhibits and consents*
         3.1.1    Articles of Incorporation, as amended*
         3.1.2    Certificate of Change in Stock++++
         3.1.3    Certificate of Amendment of Articles of Incorporation++++
         3.2.1    Bylaws, as amended*
         3.2.2    Bylaws, as amended on April 20, 2000****

         4.2      Shareholders Agreement with Minnesota Communications Group,
                  and related exhibits and schedules*
         4.3      Convertible Debenture with Russ Karlen*
         4.4      Convertible Debenture with Steve Livingston*
         4.5      Option Agreement to Purchase Common Stock with Kevin
                  Harrington Enterprises, Inc.*
         4.6      Option agreement to Purchase Common Stock with Tim Harrington*
         4.7      Form of Stock Option Agreement with Employees*
         4.8      Specimen Certificate for Common Stock***

         10.1     License Agreement with Minnesota Communications Group*
         10.2     License Agreement with Minnesota Public Radio*
         10.3     Spokesperson Agreement for Deidre Hall with Panache, Inc., and
                  related exhibits and addendum thereto*
         10.4     Sublease with Torrey Hills Corporate Center++++
         10.5     Fulfillment Services Agreement with Professional Marketing
                  Associates, Inc.*
         10.6     Letter Agreement with Lido Group*
         10.7     International Marketing and Distribution Agreement with HSND,
                  and amendment and addendum thereto*
         10.8     Non-Qualified Stock Option Plan*
         10.9     Senior Executive Employment Agreement with Klaus Moeller dated
                  June 1, 1999*
         10.10    Change of Control Executive Employment Agreement with Klaus
                  Moeller dated June 1, 1999*
         10.11    Senior Executive Employment Agreement with Dorian Lowell dated
                  August 23, 1999*
         10.12    Change of Control of Executive Employment Agreement with
                  Dorian Lowell dated August 23, 1999*





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         10.13    Senior Executive Employment Agreement with Michael Meader
                  dated June 1, 1999*
         10.14    Change of Control of Executive Employment Agreement with
                  Michael Meader dated June 1, 1999*
         10.15    Executive Employment Agreement with Larry Balaban dated
                  January 1, 1999*
         10.16    Change of Control of Executive Employment Agreement with Larry
                  Balaban dated January 1, 1999*
         10.17    Executive Employment Agreement with Howard Balaban dated
                  January 1, 1999*
         10.18    Change of Control of Executive Employment Agreement with
                  Howard Balaban dated January 1, 1999*
         10.19    Executive Employment Agreement with Vinko Kovac dated January
                  1, 1999*
         10.20    Change of Control of Executive Employment Agreement with Vinko
                  Kovac dated January 1, 1999*
         10.21    License Agreement with Sasha St. Clair*
         10.22    Letter Agreement with Gerald Edick*
         10.23    Form of License Agreement with Naxos of America, Inc.*
         10.24    Financial Public Relations Letter of Agreement with Porter,
                  LeVay & Rose, Inc.**
         10.25    License Agreement with Boomerang Marketing, Inc.*
         10.26    Service(s) Agreement with Cost Care, Inc. (dba Unicare Managed
                  Care Services)**
         10.29    Consulting Agreement with Gerald Edick***
         10.30    Production Agreement with Richard Perry*****
         10.31    Representation Agreement with Global Icons*****
         10.32    Consulting Agreement with Johnny Drummond+
         10.33    Stock Option Agreement with Klaus Moeller dated May 25, 2000+
         10.34    Stock Option Agreement with Dorian Lowell dated May 25, 2000+
         10.35    Stock Option Agreement with Michael Meader dated May 25, 2000+
         10.36    Stock Option Agreement with Larry Balaban dated May 25, 2000+
         10.37    Stock Option Agreement with Howard Balaban dated May 25, 2000+
         10.38    Stock Option Agreement with Alison Elliott dated May 25, 2000+
         10.39    License Agreement with Jakks Pacific, Inc. ++
         10.40    License Agreement with Catton Apparel Group++
         10.41    License Agreement with J. Wasson Enterprises, Inc. ++
         10.42    Settlement Agreement (Investment Agreement) with American
                  Public Media Group (formerly known as Minnesota Communications
                  Group) ++
         10.43    Settlement Agreement (Shareholders Agreement) with American
                  Public Media Group (formerly known as Minnesota Communications
                  Group) ++
         10.44    Production Agreement with James Sommers++
         10.45    Stock Purchase Agreement with Klaus Moeller dated July 31,
                  2001+++
         10.46    Stock Purchase Agreement with Michael Meader dated July 31,
                  2001+++
         10.47    Stock Purchase Agreement with Larry Balaban dated July 31,
                  2001+++
         10.48    Stock Purchase Agreement with Howard Balaban dated July 31,
                  2001+++
         10.49    Consulting Agreement with Dennis Levin+++
         10.50    Consulting Agreement with Pete Wilson+++
         10.51    Employment Agreement with Klaus Moeller dated January 3,
                  2002+++++
         10.52    Employment Agreement with Michael Meader dated January 3,
                  2002+++++
         10.53    Employment Agreement with Larry Balaban dated January 3,
                  2002+++++
         10.54    Employment Agreement with Howard Balaban dated January 3,
                  2002+++++
         10.55    Employment Agreement with Vinko Kovac dated January 3,
                  2002+++++
         10.56    Employment Agreement with Julie Ekelund dated April 1,
                  2002+++++
         10.61    Amended and Restated 1997 Non-Qualified Stock Option Plan+++++
         10.62    Second Amended and Restated 2000 Non-Qualified Stock Option
                  Plan+++++
         23       Consent of independent auditors (filed herewith)

-----------------




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*        Incorporated by reference from the exhibits included with the Company's
         Registration Statement (No. 000-27915) on Form 10-SB filed with the SEC
         on November 2, 1999.

**       Incorporated by reference from the exhibits included with the Company's
         Registration Statement (No. 000-27915), Amendment No. 1, on Form 10-SB
         filed with the SEC on December 17, 1999.

***      Incorporated by reference from the exhibits included with the Company's
         Form 10-KSB filed with the SEC on April 14, 2000.

****     Incorporated by reference from the exhibits included with the Company's
         Form 10-KSB, Amendment No. 1, filed with the SEC on May 1, 2000.

*****    Incorporated by reference from the exhibits included with the Company's
         Form 10-QSB, Amendment No. 1, filed with the SEC on May 18, 2000.

+        Incorporated by reference from the exhibits included with the Company's
         Form 10-QSB, filed with the SEC on August 21, 2000.

++       Incorporated by reference from the exhibits included with the Company's
         Form 10-KSB, filed with the SEC on April 17, 2001.

+++      Incorporated by reference from the exhibits included with the Company's
         Form S-8, filed with the SEC on August 3, 2001.

++++     Incorporated by reference from the exhibits included with the Company's
         Form 10-KSB, filed with the SEC on April 16, 2002.

+++++    Incorporated by reference from the exhibits included with the Company's
         Form 10-KSB/A filed with the SEC on April 30, 2002.

         (b)      REPORTS ON FORM 8-K

                  No reports on Form 8-K were filed by the Company during the
last quarter of fiscal 2001.






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                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                 GENIUS PRODUCTS, INC.,
                                 a Nevada Corporation


May 2, 2002                      By:  /s/ Klaus Moeller
                                      ------------------------------------------
                                      Klaus Moeller, President, Chief Executive
                                      Officer, Chairman of the Board 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>
<CAPTION>



<S>                                          <C>                                                <C>
 /s/ Klaus Moeller                           President, Chief Executive Officer,                May 2, 2002
----------------------------------------     Chairman of the Board and Interim Chief
Klaus Moeller                                Financial Officer (principal executive
                                             officer and principal financial officer)



 /s/ Deborah L. Cross                        Director                                           May 2, 2002
----------------------------------------
Deborah L. Cross



 /s/ Larry Balaban                           Director                                           May 2, 2002
----------------------------------------
Larry Balaban

</TABLE>