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EXHIBIT 3.2.2


FILED # C346-96
APR 09 2001
IN THE OFFICE OF
/s/ Dean Heller
DEAN HELLER, SECRETARY OF STATE


                                 CERTIFICATE OF

                               CHANGE IN STOCK OF

                              GENIUS PRODUCTS, INC.


         Genius Products, Inc., a corporation duly organized and existing under
the laws of the State of Nevada, by its President and Secretary, does hereby
certify as follows:

FIRST:   The name of this corporation is Genius Products, Inc. (the
         "Corporation").

SECOND:  Pursuant to NRS Sections 78.207 and 78.209, a 1 to 4 reverse stock
         split (the "Reverse Stock Split") has been approved by the Board of
         Directors as follows:

         REVERSE SPLIT: Effective as of the close of business April 10, 2001,
         each authorized share of the Corporation's common stock, par value
         $.001 per share (the "Common Stock") shall be converted to .25 shares
         of Common Stock. The Reverse Stock Split pertains to every person or
         entity having a direct, indirect or beneficial interest in Common Stock
         on said date and the shares of Common Stock applicable to such persons
         and entities. The Reverse Stock Split shall change the number of common
         shares authorized from 25,000,000 shares of Common Stock to 6,250,000
         shares of Common Stock. The 1 to 4 Reverse Stock Split shall be
         implemented by stockholders forwarding certificates evidencing Common
         Stock issued prior to April 11, 2001, to the Corporation's transfer
         agent, which transfer agent shall then issue new certificates
         evidencing post-split shares. Fractional shares shall be rounded up to
         the nearest whole share pursuant to NRS Section 78.205. Certificates
         issued prior to April 11, 2001, that are not forwarded to the transfer
         agent as explained shall be deemed to represent post-split shares in
         the amount of one fourth (1/4) the number represented on such
         certificates.

THIRD:   No shareholder approval was required for the Reverse Stock Split
         pursuant to NRS Section 78.207.

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         IN WITNESS WHEREOF, the said Corporation, has caused its corporate name
to be subscribed by its Chief Executive Officer and by its Secretary, who hereby
verify that the statements contained in the foregoing Certificate of Change of
Stock are true and correct to the best of their knowledge and belief this 26th
day of March, 2001.

                                                     Genius Products, Inc.


                                                     /S/ KLAUS MOELLER
                                                     ---------------------------
                                                     Klaus Moeller,
                                                     Chief Executive Officer


                                                     /s/ [illegible]
                                                     ---------------------------
                                                     ________________, Secretary




STATE OF CALIFORNIA              )
                                 )    ss.
COUNTY OF SAN DIEGO              )

                                 LINDA A. WATTS
                                 Notary Public

On March 26, 2001 before me, _________________________________, a Notary Public
in and for said County and State, personally appeared /s/ Klaus Moeller
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.

WITNESS my hand and official seal.

/s/ Linda A. Watts                              [Seal of Linda A. Watts]
-----------------------------------------
Notary Public in and for Said State