<PAGE>

            AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 18, 2000
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                               Amendment No. 1 to
                                   FORM 10-QSB

                        --------------------------------
(Mark One)

[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934
         For the quarterly period ended March 31, 2000

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
         For the transition period from ______________ to ________________

                        Commission file number 000-27915

                              GENIUS PRODUCTS, INC.
                              A NEVADA CORPORATION
           (Name of small business issuer as specified in its charter)

             NEVADA                                              33-085292
(State or other jurisdiction of                                 (IRS Employer
 incorporation or organization)                              Identification No.)

                            11250 EL CAMINO REAL #100
                               SAN DIEGO, CA 92127
                    (Address of principal executive officers)

                                 (858) 793-8840
                           (Issuer's telephone number)

                                 NOT APPLICABLE
              (Former name, former address and former fiscal year,
                         if changed since last report)

         Check where the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 |_|

         There were 12,746,749 shares outstanding of the registrant's Common
Stock as of May 16,2000.

         Transitional small business disclosure format (check one):
                                Yes  |_|  No |X|
================================================================================

                                       1
<PAGE>

                              GENIUS PRODUCTS, INC.


                                      INDEX


                                                                            PAGE
                                                                            ----
PART I               Financial Information                                     3

         Item 1      Financial Statements                                      3
                     Condensed Consolidated Balance Sheet at
                        March 31, 2000 (unaudited)                             4
                     Condensed Consolidated Statements of Operations
                        For the Three Months Ended March 31, 2000
                        and March 31, 1999 (unaudited)                         5
                     Condensed Consolidated Statements of Cash Flow
                        For the Three Months Ended March 31, 2000
                        and March 31, 1999 (unaudited)                         6
                     Notes to Condensed Consolidated Financial Statements
                        (unaudited)                                            7

         Item 2      Management's Discussion and Analysis of Financial
                        Condition and Results of Operations                    7

PART II              Other Information                                         9

         Item 1      Legal Proceedings                                         9

         Item 2      Changes in Securities and Use of Proceeds                 9

         Item 3      Defaults Upon Senior Securities                           9

         Item 4      Submission of Matters to a Vote of Security Holders       9

         Item 5      Other Information                                        10

         Item 6      Exhibits and Reports on Form 8-K                         11

SIGNATURES                                                                    13

                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS (UNAUDITED)



                                       3
<PAGE>



                     GENIUS PRODUCTS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)

                                                                  March 31, 2000
                                                                  --------------
                         ASSETS

Current assets:
 Cash and equivalents                                             $      40,043
 Accounts receivable, net of allowance for
   doubtful accounts and sales returns of $168,879                      262,009
 Inventories                                                            216,217
                                                                  --------------
   Total current assets                                                 518,269

 Property and equipment, net of accumulated depreciation
   of $37,080                                                           105,878
 Production masters, net of accumulated amortization
   of $94,028                                                           240,408
 Patents and trademarks, net of accumulated
   amortization of $3,133                                                24,212
 Deposits and other                                                      86,996
                                                                  --------------
                                                                  $     975,763
                                                                  ==============

             LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
 Loans from shareholders                                          $      47,667
 Accounts payable                                                       356,897
 Accrued payroll and related expenses                                   136,727
 Accrued other expenses                                                  26,682
                                                                  --------------
   Total current liabilities                                            567,973

Redeemable common stock                                                 459,110

Commitments and contingencies                                                 -

Stockholders' deficit:
 Common stock, $.001 par value; 25,000 shares
 authorized: 12,134,137 shares outstanding                               12,134
 Additional paid-in capital                                           5,613,597
 Stock subscription receivable                                          (30,000)
 Accumulated deficit                                                 (5,647,051)
                                                                  --------------
   Total stockholders' deficit                                          (51,320)
                                                                  --------------
                                                                  $     975,763
                                                                  ==============

                                       4
<PAGE>
<TABLE>

                               GENIUS PRODUCTS, INC. AND SUBSIDIARIES
                           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                             (UNAUDITED)
<CAPTION>

                                                                         THREE MONTHS ENDED MARCH 31,
                                                                 ---------------------------------------------
                                                                      2000                          1999
                                                                 ---------------                --------------
<S>                                                              <C>                            <C>
Revenues:
   Music                                                         $      246,330                 $     150,823
   Jewelry                                                              117,350                       212,751
                                                                 ---------------                --------------
   Total revenues                                                       363,680                       363,574
                                                                 ---------------                --------------

Costs and expenses:
 Cost of sales:
   Music                                                                 80,660                        35,910
   Jewelry                                                               97,843                       205,517
 Sales and marketing                                                    219,459                       123,436
 Infomercial                                                                  -                        53,750
 Product and Web development                                            160,621                        37,670
 General and administrative                                             507,246                       281,854
                                                                 ---------------                --------------
   Total costs and expenses                                           1,065,829                       738,137
                                                                 ---------------                --------------

   Loss from operations                                                (702,149)                     (374,563)

Interest expense                                                         (3,991)                       (7,938)
                                                                 ---------------                --------------

   Loss before provision for income taxes                              (706,140)                     (382,501)

Provision for income taxes                                                 (800)                         (800)
                                                                 ---------------                --------------

   Net loss                                                      $     (706,940)                $    (383,301)
                                                                 ===============                ==============
Basic and diluted loss per common share:

   Net loss per share                                            $        (0.06)                $       (0.05)
                                                                 ===============                ==============

   Basic and diluted weighted average shares                         11,409,464                     8,426,069
                                                                 ===============                ==============
</TABLE>

                                       5
<PAGE>
<TABLE>

                               GENIUS PRODUCTS, INC. AND SUBSIDIARIES
                           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                             (UNAUDITED)
<CAPTION>
                                                                         THREE MONTHS ENDED MARCH 31,
                                                                 -------------------------------------------
                                                                      2000                         1999
                                                                 ---------------              --------------
<S>                                                              <C>                            <C>
Cash flows from operating activities:
  Net loss                                                       $     (706,940)                $  (383,301)
  Adjustments to reconcile net loss to net cash
   used by operating activities:
   Depreciation and amortization                                         34,567                       8,660
   Common stock issued for services                                      43,673                      20,080
Changes in assets and liabilities:
  (Increase) decrease in:
   Accounts receivable                                                  310,384                       6,487
   Inventories                                                          (41,069)                    (15,295)
   Deposits and other                                                     4,957                      18,791
  Increase (decrease) in:
   Accounts payable                                                    (197,605)                    (81,826)
   Accrued expenses                                                      35,606                      15,725
                                                                 ---------------                ------------
  Net cash used by operating activities                                (516,427)                   (410,679)
                                                                 ---------------                ------------

Cash flows from investing activities:
  Patents and trademarks                                                 (5,010)                          -
  Development of production masters                                      (7,401)                    (41,774)
  Purchase of property and equipment                                     (6,852)                    (25,116)
                                                                 ---------------                ------------
   Net cash used in investing activities                                (19,263)                    (66,890)
                                                                 ---------------                ------------

Cash flows from financing activities:
  Proceeds from issuance of common stock                                530,100                     411,555
                                                                 ---------------                ------------
   Net cash provided by financing activities                            530,100                     411,555
                                                                 ---------------                ------------

Net (decrease) in cash and equivalents                                   (5,590)                    (66,014)

Cash at beginning of period                                              45,633                     131,157
                                                                 ---------------                ------------
Cash at end of period                                            $       40,043                 $    65,143
                                                                 ===============                ============

Non-cash investing and financing activities:
   Repayment of loan by issuance of common stock                 $       52,400                 $         -
                                                                 ===============                ============
</TABLE>

                                       6
<PAGE>

                              GENIUS PRODUCTS, INC.

                     Notes to Condensed Financial Statements
                                   (Unaudited)


NOTE A : BASIS OF PRESENTATION

         The accompanying unaudited condensed consolidated financial statements
of Genius Products, Inc. have been prepared by the Company pursuant to the rules
and regulations of the Securities and Exchange Commission.

         The information furnished herein reflects all adjustments, consisting
of only normal recurring accruals and adjustments which are, in the opinion of
management, necessary to fairly state the operating results for the respective
periods. Certain information and footnote disclosures normally included in
annual financial statements prepared in accordance with generally accepted
accounting principles have been omitted pursuant to such rules and regulations.
The notes to the condensed financial statements should be read in conjunction
with the notes to the consolidated financial statements contained in the
Company's Form 10-KSB for the year ended December 31, 1999. Company management
believes that the disclosures are sufficient for the interim financial reporting
purposes.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

         THE FOLLOWING DISCUSSION OF OUR FINANCIAL CONDITION AND RESULTS OF
OPERATIONS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND NOTE
A TO THE FINANCIAL STATEMENTS INCLUDED ABOVE. THIS DISCUSSION CONTAINS
FORWARD-LOOKING STATEMENTS THAT RELATE TO FUTURE EVENTS OR THE COMPANY'S FUTURE
FINANCIAL PERFORMANCE AND INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND
OTHER FACTORS THAT MAY CAUSE THE COMPANY'S OR THE INDUSTRY'S ACTUAL RESULTS,
LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM
ANY FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR
IMPLIED BY THESE FORWARD-LOOKING STATEMENTS.

RESULTS OF OPERATIONS

         Revenues consist primarily of music (Baby Genius) product sales to
wholesale customers and via the internet to retail customers, and charges to
customers for shipping and handling net of product returns and discounts. In
addition revenues include sales of jewelry products net of returns.

         Total revenues remained level at $363,680 for the three months ended
March 31, 2000 compared to $363,574 for the three months ended March 31, 1999.
Music sales increased by $95,508 (63%) to $246,330 for the three months ended
March 31, 2000 from $150,823 for the same period in 1999. Of this increase
$61,507 was due to sales from our web site and $34,001 from sales to wholesale
customers. There were no music sales from our web site for the three months
ended March 31, 1999. Jewelry sales decreased by $95,401 (45%) to $117,350 from
$212,751 as a result of increased competition and reduced marketing efforts.

         Cost of sales consist primarily of the cost of products sold to
customers and packaging and shipping costs. Cost of sales for music products was
$80,660 (33% of music sales) for the three months ended March 31, 2000 compared
to $35,910 (24% of music sales) for the three months ended March 31, 1999. The
decrease in gross profit margin in music sales to 67% from 76% was due to
special promotional offers to customers purchasing from our web site. Cost of
sales for jewelry products was $97,843 (83% of jewelry sales) for the three
months ended March 31, 2000 compared to $205,517 (96% of jewelry sales) for the
three months ended March 31, 1999.

                                       7
<PAGE>

         Sales and marketing expenses consist of costs for consultants,
marketing personnel, promotional activities and the engagement of a national
spokesperson related to the promotion of the Baby Genius product line. Sales and
marketing costs increased by 78% ($96,023) to $219,459 for the three months
ended March 31, 2000 from $123,436 for the three months ended March 31, 1999.
The increase was due to expenses for trade shows of $56,308, and services paid
in stock valued at $36,671.

         Infomercial expenses of $53,750 incurred in the three months ended
March 31, 1999 related to costs for the Astrology Network product line, which
was discontinued in March 1999.

         Product and web development expenses consist of personnel, consultants
and services in the development of the Baby Genius web site and product line.
Product and web development costs increased by 326% ($122,951), to $160,621 for
the three months ended March 31, 2000 from $37,670 for the three months ended
March 31, 1999. The increase was due to general development expenses and
included $76,224 for the development of the Baby Genius web site.

         General and administrative expenses consist of payroll and related
costs for executive and administrative personnel, professional services and
other general corporate expenses. General and administrative expenses increased
by 80% ($225,392) to $507,246 for the three months ended March 31, 2000 from
$281,854 for the three months ended March 31, 1999. Audit, accounting, legal and
professional fees of $152,129 for the three months ended March 31, 2000,
compared with $42,891 for the same period in 1999, represent $109,238 of this
increase and were as a result of fees related to the audited financial
statements for 1999, preparation and filing of our Form 10-KSB and other filings
with the Securities and Exchange Commission, and services related to fund
raising activities. In addition the appointment of a new president in August
1999 and additional administrative staff in the first quarter of 2000 gave rise
to an increase in administrative salaries and related expenses.

         Interest expense consists of costs related to short term loans. There
were no significant charges for the periods in question, interest expense was
$3,991 for the three months ended March 31, 2000 compared to $7,938 for the
three months ended March 31, 1999.

LIQUIDITY AND CAPITAL RESOURCES

         During the three months ended March 31, 2000 we obtained financing
through a private placement offering. The company issued 1,330,000 shares at a
price of $0.50 per share, and raised cash proceeds of $530,100 net of finders
fees, subscriptions receivable and shares issued in payment of a company loan of
$52,400 owed to an investor in the private placement. For the period April 1,
2000 through the date of filing, we placed a further 546,667 shares at $0.50 per
share in the same offering, and raised cash proceeds of $220,667 net of finders'
fees and legal costs associated with the placement.

         Net cash used in operating activities was $516,427 and $410,679 for the
three months ended March 31, 2000 and March 31, 1999 respectively. Net operating
cash flows for the three months ended March 31, 2000 were primarily attributable
to operating losses of $706,940 and a decrease in accounts payable of $197,605
offset by a decrease in accounts receivable of $310,384 and non-cash charges for
depreciation and amortization, and stock issued for services. Net operating cash
flows for the three months ended March 31, 1999 were primarily attributable to
operating losses of $383,301 and a decrease in accounts payable of $81,826.

         Net cash used in investing activities was $19,263 and $66,890 for the
three months ended March 31, 2000 and March 31, 1999 respectively. Cash used in
investing activities for the three months ended March 31, 2000 was attributable
to the purchase of property and equipment ($6,852), the development of
productions masters ($7,401), and filing trademarks ($5,010) in respect of the
Baby Genius product line. Cash used in investing activities for the three months
ended March 31, 1999 was attributable to the purchase of property and equipment
($25,116) due to the relocation of office premises and the development of Baby
Genius production masters ($41,774).

         Net cash provided by investment activities was $530,100 and $411,555
for the three months ended March 31, 2000 and March 31, 1999 respectively. For
both periods cash provided by financing activities was attributable to proceeds
from the issuance of common stock through private placement offerings.

                                       8
<PAGE>

                           PART II--OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

         None

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         During the period from January 1, 2000 through the date of this filing,
we issued a total of 1,996,626 shares for net cash proceeds of $750,767, of
which 1,730,000 shares were sold in a private placement at a price of $0.50
share, and 119,959 shares were issued to third party service providers in lieu
of cash.

         As part of the Company's policy of saving cash by paying partners,
outside service providers and consultants in options or other convertible
securities, during the period from January 1, 2000 through the date of this
filing, we granted a options to purchase a total of 202,540 shares of the
Company's common stock at exercise prices ranging from $0.98 to $1.28. Grantees
of these options include our independent director, members of the Company's
advisory board, and GuidanceResources.com, LLC. The rights to buy shares under
certain of these options vest over a period of time and generally expire three
years after the date of grant.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None

                                       9
<PAGE>

ITEM 5.  OTHER INFORMATION

         This Amendment No. 1 is the correct and authorized version of our Form
10-QSB and supercedes and replaces an earlier draft Form 10-QSB that was filed
inadvertantly by our printers on May 17, 2000, without our authorization.
Readers should ignore the previous filing of that Form 10-QSB in its entirety.

         On May 12, by a unanimous consent of the board of directors, the board
resolved to cancel the following options to acquire shares of the Company's
common stock previously granted to the following employees on April 26, 2000:

                                            Price/Share
               Employee        # Shares         $
         --------------------- ---------- ---------------
         Klaus Moeller           550,000            0.75



         Dorian Lowell           550,000            0.75



         Mike Meader             550,000            0.75



         Larry Balaban           400,000            0.75



         Howard Balaban          400,000            0.75



         The closing price of the shares of the Company's common stock on April
26, 2000 was $0.5312; the original exercise price of $0.75 for all shares
represented a premium of 41% over such market price. After further review, and
in light of the failure of the share price to increase in value following
disclosure in both our Form 10-KSB and subsequent press releases on developments
in the Company's business, which, we believe, should have caused an increase in
the share price to reflect a fair value of the Company, we took the position
that the premium of the exercise price for the above options had been set too
high. We intend to grant new options to the above employees for the same number
of shares under a new non-qualified stock option plan at such time as we
consider appropriate.

                                       10
<PAGE>

ITEM 6.  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             Articles of Incorporation, as amended*
   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 Diedre Hall with Panache, Inc.,
                   and related exhibits and addendum thereto*
   10.4            Sublease with Torrey Hills Corporate Center, and related
                   exhibits*
   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 Moller*
   10.10           Change of Control Executive Employment Agreement with Klaus
                   Moller*
   10.11           Senior Executive Employment Agreement with Dorian Lowell*
   10.12           Change of Control of Executive Employment Agreement with
                   Dorian Lowell*
   10.13           Senior Executive Employment Agreement with Michael Meader*
   10.14           Change of Control of Executive Employment Agreement with
                   Michael Meader*
   10.15           Executive Employment Agreement with Larry Balaban*
   10.16           Change of Control of Executive Employment Agreement with
                   Larry Balaban*
   10.17           Executive Employment Agreement with Howard Balaban*
   10.18           Change of Control of Executive Employment Agreement with
                   Howard Balaban*
   10.19           Executive Employment Agreement with Vinko Kovac*
   10.20           Change of Control of Executive Employment Agreement with
                   Vinko Kovac*
   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 Boomerange Manrketing, Inc/*
   10.26           Service(s) Agreement with Cost Care, Inc.
                   (dba Unicare Managed Care Services)**
   10.27           Executive Employment Agreement with Alison Elliott***
   10.28           Change of Control Agreement with Alison Elliott***
   10.29           Consulting Agreement with Gerald Edick***
   10.30           Production Agreement with Richard Perry
   10.31           Representation Agreement with Global Icons
   27              Financial Data Schedule
-------------

*        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 (No. 000-27915) filed with the SEC on April 14, 2000.

                                       11
<PAGE>

****     Incorporated by reference from the exhibits included with the Company's
         Form 10-KSB (No. 000-27915), Amendment No. 1, filed with the SEC on May
         1, 2000.

         (b)      REPORTS ON FORM 8-K

                  The following is a list of Current Reports on Form 8-K filed
by the Company during the first quarter of the fiscal year ending on December
31, 2000.

         1.       Form 8-K dated March 16, 2000, reporting under Item 4 a change
                  in the Company's certifying accountant.

         2.       Amendment No. 1 to Form 8-K dated March 28, 2000, reporting
                  additional information required under Item 4 regarding the
                  change in the Company's certifying accountant previously
                  reported in Form 8-K dated March 16, 2000.

                                       12
<PAGE>

                                   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 18, 2000                            By: /S/ Klaus Moeller
                                        ---------------------------------------
                                            Klaus Moeller, CEO and Interim CFO


                                       13