<PAGE>
EXHIBIT 3.2.3

                                                                 FILED # C346-96
                                                                     APR 08 2002
                                                                IN THE OFFICE OF
                                                                 /s/ Dean Heller
                                                 DEAN HELLER, SECRETARY OF STATE





                                 CERTIFICATE OF

                                AMENDMENT TO THE

                          ARTICLES OF INCORPORATION 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:

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

2.       The Articles of Incorporation, as previously amended, are hereby
         further amended by replacing Article Fourth in its entirety to read as
         follows:

                           FOURTH: The aggregate number of shares the
                  Corporation shall have authority to issue shall be Twenty-five
                  Million (25,000,000) shares of common stock, par value $.001
                  per share, each share of common stock having equal rights and
                  preferences, voting privileges and preferences.

3.       The above described amendment was approved pursuant to a unanimous
         resolution of the Board of Directors without a meeting on April 25,
         2001, which resolution called for a meeting of the stockholders to
         consider and vote upon the proposed amendment.

         The Annual Meeting of the stockholders of the Corporation was held on
July 27, 2001, pursuant to written notice sent to all stockholders entitled to
vote at the meeting, which notice described the amendment to the Articles of
Incorporation, as previously amended, as set forth herein. The number of shares
outstanding and entitled to vote at the meeting totaled 3,825,152. The number of
shares represented at the meeting either in person or by proxy totaled 3,717,089
shares which represents approximately 97% of the shares entitled to vote at the
meeting. The above amendment has been consented to and approved by a majority
vote of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.



                       THE NEXT PAGE IS THE SIGNATURE PAGE
                THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK

<PAGE>



         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 Amendment
are true and correct to the best of their knowledge and belief this 8th day of
April, 2002.

                                                  Genius Products, Inc.

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


                                                  /S/ MICHAEL MEADER
                                                  ------------------------------
                                                  Michael Meader, Secretary