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EXHIBIT 3.1

State of Delaware
Secretary of State
Division of Corporations
Delivered 11:31 AM 03/02/2005
FILED 11:19 AM 03/02/2005
SRV 050177402 - 3903678 FILE


                          CERTIFICATE OF INCORPORATION
                                       OF
                              GENIUS PRODUCTS, INC.
                             A DELAWARE CORPORATION

         1. The name of the corporation is Genius Products, Inc. (the
"Corporation").

         2. The address of the corporation's registered office in the State of
Delaware is 615 South Dupont Highway, in the City of Dover, County of Kent,
Delaware 19901. The name of its registered agent at such address is National
Corporate Research Ltd.

         3. The nature of the business of the Corporation and the objects or
purposes to be transacted, promoted or carried on by it are as follows: To
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware.

         4. The total number of shares of all classes of stock that the
Corporation is authorized to issue is one hundred ten million (110,000,000)
shares, consisting of one hundred million (100,000,000) shares of Common Stock
with a par value of $0.0001 per share, and ten million (10,000,000) shares of
Preferred Stock with a par value of $0.0001 per share.

         Any of the shares of Preferred Stock may be issued from time to time in
one or more series. Subject to the limitations and restrictions in this
paragraph 4 set forth, the Board of Directors or a Committee of the Board of
Directors, to the extent permitted by law and the Bylaws of the Corporation or a
resolution of the Board of Directors, by resolution or resolutions, is
authorized to create or provide for any such series, and to fix the
designations, preferences and relative, participating, optional or other special
rights, and qualifications, limitations or restrictions thereof, including,
without limitation, the authority to fix or alter the dividend rights, dividend
rates, conversion rights, exchange rights, voting rights, rights and terms of
redemption (including sinking and purchase fund provisions), the redemption
price or prices, the dissolution preferences and the rights in respect to any
distribution of assets of any wholly unissued series of Preferred Stock and the
number of shares constituting any such series, and the designation thereof, or
any of them and to increase or decrease the number of shares of any series so
created, subsequent to the issue of that series but not below the number of
shares of such series then outstanding. In case the number of shares of any
series shall be so decreased, the shares constituting such decrease shall resume
the status which they had prior to the adoption of the resolution originally
fixing the number of shares of such series.

         There shall be no limitation or restriction on any variation between
any of the different series of Preferred Stock as to the designations,
preferences and relative, participating, optional or other special rights, and
the qualifications, limitations or restrictions thereof; and the several series
of Preferred Stock may, except as hereinafter in this paragraph 4 otherwise
expressly provided, vary in any and all respects as fixed and determined by the
resolution or resolutions of the Board of Directors or by Committee of the Board
of Directors, providing for the issuance of the various series; PROVIDED,
HOWEVER, that all shares of any one series of Preferred Stock shall have the
same designation, preferences and relative, participating, optional or other
special rights and qualifications, limitations and restrictions.

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         Except as otherwise required by law, or as otherwise fixed by
resolution or resolutions of the Board of Directors with respect to one or more
series of Preferred Stock, the entire voting power and all voting rights shall
be vested exclusively in the Common Stock, and each stockholder of the
Corporation who at the time possesses voting power for any purpose shall be
entitled to one vote for each share of such stock standing in his name on the
books of the Corporation.

         5. The Board of Directors is expressly authorized to make, alter or
repeal the Bylaws of the Corporation.

         6. Elections of directors need not be by written ballot unless the
Bylaws of the Corporation shall so provide.

         7. The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

         8. To the fullest extent permitted by Delaware statutory or decisional
law, as amended or interpreted, no director of this Corporation shall be
personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director. This Article 8 does not affect the
availability of equitable remedies for breach of fiduciary duties. The
Corporation is authorized to provide indemnification of its officers, directors,
employees and agents to the fullest extent now or hereafter permitted by
Delaware statutory or decisional law, as amended or interpreted.

         9. The name and mailing address of the sole incorporator is as follows:

                 Name                                Mailing Address

              Allen Sussman                     c/o Morrison & Foerster LLP
                                                555 West Fifth Street
                                                Los Angeles, CA  90013

         I, the undersigned, being the sole incorporator hereinbefore named, for
the purpose of forming a corporation pursuant to the General Corporation Law of
the State of Delaware, do make this certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and,
accordingly, have hereunto set my hands this 28th day of February, 2005.


                                                /s/ Allen Sussman
                                             -----------------------------------
                                             Allen Sussman, Sole Incorporator

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