<Page>>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-K/A
                          AMENDMENT NO. 1 TO FORM 10-K


     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                           EXCHANGE ACT OF 1934


     FOR THE FISCAL YEAR ENDED:                        COMMISSION FILE NUMBER:
          DECEMBER 31, 2001                                    0-22545


                                DSI TOYS, INC.
          (Exact name of Registrant as specified in its charter)


                      TEXAS                                   74-1673513
          (State or other jurisdiction                     (I.R.S. Employer
        of incorporation or organization)                 Identification No.)


          1100 WEST SAM HOUSTON PARKWAY, NORTH
                     HOUSTON, TEXAS                                  77043
        (Address of principal executive offices)                  (Zip Code)


    Registrant's telephone number, including area code: (713) 365-9900


       SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:


    Title of each class                Name of each exchange on which registered
    -------------------                -----------------------------------------
Common Stock, $.01 par value                            Nasdaq


       SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                                      None

   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-K or any amendment to this
Form 10-K. [ ]

   The aggregate market value of the voting common stock held by non-affiliates
of the Registrant as of March 15, 2002 was $1,934,209.

   As of March 15, 2002 there were 9,066,365 shares of common stock, $.01 par
value, outstanding.

<Page>


                                 TABLE OF CONTENTS


<Table>
<Caption>
                                                                                                                Page
<S>                                                                                                             <C>
Part III.

Item 10.   Directors and Executive Officers of the Registrant .................................................... 1

Item 11.   Executive Compensation................................................................................. 3

Item 12.   Security Ownership of Certain Beneficial Owners and Management......................................... 8

Item 13.   Certain Relationships and Related Transactions......................................................... 9

Signatures ...................................................................................................... 11

Index to Exhibits............................................................................................... E-1
</Table>



                                                 i
<Page>


      This Amendment on Form 10-K/A (this "Amendment") is being filed in order
to amend Part III of the Registrant's Annual Report on Form 10-K filed with the
Securities and Exchange Commission on April 1, 2002 ("Form 10-K") to include the
information required by Item 10 - Directors and Executive Officers of the
Registrant, relating only to members of the Company's Board of Directors; Item
11 - Executive Compensation; Item 12 - Security Ownership of Certain Beneficial
Owners and Management; and Item 13 - Certain Relationships and Related
Transactions.

      Except as otherwise indicated, references to the "Company" refer to DSI
Toys, Inc. and its four wholly owned Hong Kong subsidiaries, DSI(HK) Limited
("DSI(HK)"), Meritus Industries Limited, RSP Products Limited and Elite Dolls
Limited. The terms "fiscal year" and "fiscal" refer to the Company's fiscal year
which is the year ending December 31 of the calendar year mentioned (E.G., a
reference to fiscal 2001 is a reference to the fiscal year ended December 31,
2001). Effective December 31, 1999, the Company changed its fiscal year end from
January 31 to a calendar year end.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

      Information required by Item 10 relating to the Executive Officers of the
Company appears under the heading "Executive Officers of the Registrant" in Part
I of the Company's Form 10-K, and is hereby incorporated by reference. Below is
a summary of the directors as of April 1, 2002 and their principal business for
the last five years.

      The Company's Board of Directors consists of eight positions (there is one
vacant position), divided into three classes: Class I (two directors), Class II
(two directors) and Class III (three directors). The Class I positions were
elected at the Annual Meeting in 2001. The Class II and III positions will be
due for nomination and election at the annual meetings of shareholders to be
held in 2002 and 2003, respectively.

      Pursuant to the terms of a Shareholders' and Voting Agreement dated April
15, 1999 (the "Voting Agreement"), among the Company, M.D. Davis, Barry Conrad,
Joseph Matlock, Douglas Smith and Rust Capital, Ltd., a Texas limited
partnership, (the "DSI Group") and MVII, LLC, a California limited liability
company ("MVII"), the DSI Group is entitled to nominate two of the directors of
the Company, and MVII is entitled to nominate the remaining directors of the
Company. Further, each member of the DSI Group has given MVII an irrevocable
proxy to vote his or its respective shares of Common Stock of the Company for
MVII's nominees for director, and MVII is obligated under the Voting Agreement
to vote its shares of Common Stock of the Company for the nominees of the DSI
Group.

      In addition, pursuant to the terms of a Shareholders' and Voting Agreement
dated January 7, 2000 (the "Reiling Voting Agreement"), among the Company, MVII
and Susan and Walter Reiling (the "Reilings"), the number of directors of the
Company was increased by one to the then current number of seven directors, and
the Reilings were entitled to nominate Mr. Reiling to fill the newly-created
director position. Mr. Reiling was appointed to the Board of Directors on
February 1, 2000, and was subsequently elected to his current term by the
shareholders at the 2000 Annual Meeting of Shareholders. The Reilings also have
given MVII an irrevocable proxy to vote their shares of Common Stock of the
Company for MVII's nominees for director, and MVII is obligated under the
Reiling Voting Agreement to vote its shares of Common Stock of the Company for
the Reilings' nominee.

      By action of the Board of Directors, pursuant to the Bylaws of the
Company, on September 12, 2000, the number of directors was increased to eight.
In accordance with the Voting Agreement, Michael J. Lyden was nominated by MVII
to fill the newly created directorship. Mr. Lyden resigned his position as
director, chief executive officer and president on October 12, 2001.

      Messrs. Burke and McSorley were previously nominated by MVII pursuant to
the Voting Agreement, in addition to E. Thomas Martin and Joseph S. Whitaker.
Messrs. Davis and Matlock were previously nominated by the DSI Group pursuant to
the terms of the Voting Agreement.


                                       1
<Page>


                                CLASS I DIRECTORS

      ROBERT L. BURKE, 58, has served as a director of the Company since June 1,
1999. After a successful career in the financial business arena, pursuant to
which Mr. Burke held various positions including as officer of Security Pacific
Bank, a Registered Representative with Bache & Company (now Prudential Bache),
Sales Manager of Beverly Sales, Inc., Vice President of Calmark Asset
Management, Inc., and President of Continental Western Securities, Inc., he
returned to school and earned a Masters Degree in Education in 1993. From 1993
until his retirement in 1999, he was an educator with the Lake Oswego School
District in Lake Oswego, Oregon. He is the Chairman of the Audit Committee and a
member of the Compensation Committee.

      JOHN MCSORLEY, 56, has served as a director of the Company since June 1,
1999. From March 1997 to the present, he has served as President of Double
Bogey, LLC, a California limited liability company based in San Rafael,
California, that is engaged in the investment of private capital. From November
1989 to October 1996, Mr. McSorley served as Chief Operating Officer and General
Partner of BayCom Partners LP, a California limited partnership engaged in the
ownership of radio stations in California and Oregon. Double Bogey, LLC owns a
2.22% membership interest in MVII. Mr. McSorley is the Chairman of the
Compensation Committee and a member of the Audit Committee.

                               CLASS II DIRECTORS

      E. THOMAS MARTIN, 58, has served as the Chairman of the Board of the
Company since June 1, 1999. He is the sole Manager and President of MVII. Mr.
Martin is President of Martin Resorts, Inc., a private California corporation
which owns and operates coastal hotels in California. Mr. Martin was the Chief
Executive Officer and a partner in Martin & MacFarlane, Inc. and Martin Media,
L.P., national outdoor advertising companies, until their sale to Chancellor
Media in September of 1998. Mr. Martin also manages various real estate
ventures. He is the Chairman of the Executive Committee.

      JOSEPH S. WHITAKER, 61, has served as a director since June 1, 1999, and
President and Chief Executive Officer since December 1, 2001. He joined the
Company on June 1, 1999 as Senior Vice President, New Business Development. He
also serves as Vice President of, and owns less than a 1% membership interest in
MVII. For the five years prior to joining the Company, Mr. Whitaker operated a
consulting business in La Jolla, California, providing services related to
marketing, licensing and product development to the toy industry.

                               CLASS III DIRECTORS

      M. D. DAVIS, 67, has served as a director of the Company since December
11, 1995. He served as the Chairman of the Board and Chief Executive Officer of
the Company from December 1995 through June 1, 1999. Mr. Davis also provides
consulting services to the Company. He is a member of the Executive Committee.

      JOSEPH N. MATLOCK, 54, has served as a director of the Company since
December 11, 1995. From January 1996 to March 1998, Mr. Matlock served as
Executive Vice President and Director of Business and Community Relations for
Bank of America. In September 1995, he founded Afford America, Inc., which
provides housing for low-income families, and has served as its President
since its inception. Mr. Matlock is a partner and director of the Privet
Fund, a late stage technology investment partnership. Since November 2001, he
has been the chief executive officer of Ensignia, a medical technology
company. He is a member of the Audit Committee and the Compensation Committee.

      WALTER S. REILING, 67, has served as a director of the Company since
February 1, 2000. Mr. Reiling has 45 years of experience in the toy industry and
founded Meritus Industries, Inc. ("Meritus"), a toy company, in 1981. Mr.
Reiling served as the principal manager of Meritus from its formation until its
acquisition by the Company on January 7, 2000. He is a member of the Executive
Committee.


                                       2
<Page>


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

      Of the current members of the Compensation Committee, Mr. McSorley and Mr.
Burke have served on such committee since June 1, 1999, and Mr. Matlock has
served on such committee since January 23, 1996. At no time was an officer or
employee of the Company a member of the Company's Compensation Committee. No
member of the Board of Directors of the Company or the Compensation Committee
serves as a member of the board of directors or compensation committee of an
entity that has one or more executive officers serving as a member of the
Company's Board of Directors or the Company's Compensation Committee.

DIRECTOR COMPENSATION

      ANNUAL RETAINER AND OTHER FEES AND EXPENSES. Directors are paid an annual
retainer of $15,000. The Company also reimburses directors for travel, lodging
and related expenses they incur in attending Board and committee meetings.

      NON-EMPLOYEE DIRECTOR STOCK OPTIONS. Under the DSI Toys, Inc. 1997 Stock
Option Plan (the "Stock Option Plan"), which was approved and ratified by
shareholders on May 1, 1997, non-employee directors may, from time to time at
the discretion of the Compensation Committee, receive a grant of an option to
purchase shares of Common Stock of the Company. The options are granted at an
exercise price as determined by the Compensation Committee and are exercisable,
as determined by the committee, from time to time over a period of ten years
from grant date, unless sooner terminated as described in the Stock Option Plan.

         SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

    Section 16(a) of the Exchange Act requires the Company's directors, certain
of its officers and persons who own more than 10 percent of the Company's Common
Stock, to file with the Commission reports of ownership and changes in ownership
of such stock. Such directors, officers and greater than 10% shareholders are
also required to furnish the Company with copies of all Section 16(a) forms they
file.

    To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations from the reporting
persons that no other reports were required, during the year ended December 31,
2001, all Section 16(a) filing requirements applicable to its directors,
officers, and greater than 10% shareholders were complied with.

ITEM 11.  EXECUTIVE COMPENSATION

                      REPORT OF THE COMPENSATION COMMITTEE
                            ON EXECUTIVE COMPENSATION

    The Compensation Committee (the "Committee") of the Board of Directors is
currently composed entirely of outside, non-employee directors. The Committee
reviews and sets the compensation levels of the Company's Chief Executive
Officer ("CEO") and other executive officers, evaluates the performance of
management, considers management succession and related matters, and administers
the Stock Option Plan. All decisions by the Committee relating to the
compensation of executive officers are reviewed by the full Board.

    The Committee considers information with respect to the reasonableness of
compensation paid to senior officers of the Company, as well as all employees of
the Company and its subsidiaries in managerial positions. The Committee also
takes into account how compensation compares to compensation paid by competitors
in the Company's industry as well as the performance of the Company.

COMPENSATION POLICIES AND PROGRAMS

    The compensation policies of the Company, set by management and supported by
the Committee, focus on enhancing shareholder value. Specific policies are
designed to attract, motivate and retain persons of high quality who


                                       3
<Page>


will have the skill, training and dedication to assist the Company in
achieving its corporate goals. The executive compensation program for fiscal
2001 consisted of two elements: base salary, and long-term incentive
compensation through the granting of stock options pursuant to the Stock
Option Plan.

    BASE SALARY: Base salary for executive officers is determined principally by
competitive factors and the marketplace. The policy of the Committee is
generally to set base salary levels for positions at approximately the median
levels determined from survey information for positions deemed comparable by the
Committee.

    LONG-TERM INCENTIVE COMPENSATION: The Company uses stock options as a means
of furnishing longer-term incentives to officers and other employees of the
Company and its subsidiary. Under the Stock Option Plan, the Company has
flexibility in granting directors, officers and employees options to acquire
shares of the Company's Common Stock.

    During fiscal year 2001, no named executive officers listed in the Summary
Compensation Table were granted stock options.

FISCAL 2001 COMPENSATION OF CEO

    The 2001 base salary of the CEO and President, Mr. Joseph S. Whitaker,
was calculated at the rate of $99,744 per annum through May 31, 2001, at the
rate of $102,936 from June 1, 2001 through November 30, 2001, and at the rate
of $180,000 per annum from December 1, 2001, through year end. Mr. Whitaker
was Senior Vice President, New Business Development prior to becoming CEO and
President on December 1, 2001. The base salary is established pursuant to an
employment agreement between Mr. Whitaker and the Company that became
effective on June 10, 1999 and was amended effective December 1, 2001. The
employment agreement expires on November 30, 2004. The compensation provided
for in the employment agreement was based upon the duties and time commitment
of the offices assumed by Mr. Whitaker as set forth in the agreement.

TAX DEDUCTIBILITY OF EXECUTIVE COMPENSATION

    Section 162(m) of the Internal Revenue Code contains provisions which could
limit the deductibility of certain compensation payments to the Company's
executive officers. The Company believes that any compensation realized in
connection with the exercise of stock options granted by the Company will
continue to be deductible as performance-based compensation. The policy of the
Company is to design its compensation programs generally to preserve the tax
deductibility of compensation paid to its executive officers. The Committee
could determine, however, taking into consideration the burdens of compliance
with Section 162(m) and other relevant facts and circumstances, to pay
compensation that is not fully deductible if the Committee believes such
payments are in the Company's best interests.

SUMMARY

    The members of the Committee believe that linking executive compensation to
corporate performance results in a better alignment of compensation with
corporate goals and shareholder interests. As performance goals are met or
exceeded, resulting in increased value to shareholders, executive officers are
to be rewarded commensurately. The members of the Committee believe that
compensation levels during fiscal 2001 adequately reflect the compensation goals
and policies of the Company. Certain executive compensation increases were
announced and became effective on January 1, 2002, and by contract, certain
other executive compensation increases will take effect on April 2, 2002, and
December 1, 2002. No other executive compensation increases are planned for
fiscal 2002.

                                               John McSorley, Chairman
                                               Robert L. Burke
                                               Joseph N. Matlock





                                       4

<PAGE>



                            COMPENSATION OF CERTAIN NAMED EXECUTIVE OFFICERS

    The following table sets forth certain summary information concerning the
compensation awarded to, earned by or paid to the Chief Executive Officer of
the Company and certain other executive officers of the Company as of
December 31, 2001, for the years indicated.

<Table>
<Caption>
                                                                                 LONG-TERM
                                              ANNUAL COMPENSATION              COMPENSATION
                                      -----------------------------------      ------------
                                                                                   STOCK
                                                                OTHER             OPTION
    NAME AND              FISCAL                                ANNUAL          (NUMBER OF      ALL OTHER
PRINCIPAL POSITION         YEAR       SALARY       BONUS     COMPENSATION       SHARES)(1)    COMPENSATION
------------------         ----       ------       -----     ------------       ----------    ------------
<S>                       <C>         <C>          <C>       <C>                <C>           <C>
Joseph Whitaker(2)         2001       108,020                   15,000(3)                      $  3,277(4)
CHIEF EXECUTIVE OFFICER    2000        98,184                   15,000(3)                         3,301(4)
AND PRESIDENT              1999        52,000                    8,750(3)        125,000            414(4)

Yau Wing Kong              2001       180,000(5)
MANAGING DIRECTOR          2000       180,000(5)
                           1999       165,000(5)                                  60,000

Thomas W. Neville          2001       150,000                                                     2,962(6)
SENIOR VICE PRESIDENT      2000       140,000                                                     2,889(6)
                           1999       108,333                                     50,000          2,492(6)

Robert L. Weisgarber(7)    2001       142,800                                                     2,962(8)
CHIEF FINANCIAL OFFICER    2000       133,250                                                     2,889(8)
                           1999        91,385                                     50,000          2,526(8)

William J. Kerner(9)       2001       130,000                                                     2,853(10)
VICE PRESIDENT             2000       125,000                                                    23,392(10)
RESEARCH &                 1999        20,833                                     10,000             52(10)

Michael J. Lyden(11)       2001       150,052                   12,500(3)                        62,025(12)
FORMER CHIEF EXECUTIVE     2000       183,780                    3,125(3)                         3,165(12)
OFFICER AND PRESIDENT      1999        96,923                                    150,000          1,539(12)

</Table>

    (1) Options represent the right to purchase shares of Common Stock at a
        fixed price per share.
    (2) Mr. Whitaker became President and CEO on December 1, 2001. Previously,
        since June 1, 1999, he had been Senior Vice President, New Business
        Development.
    (3) Director's fees.
    (4) Includes Company contributions or other allocations to (i) a defined
        contribution plan of $2,625 and $2,510 for fiscal 2001 and 2000,
        respectively, and (ii) group term life insurance premiums of $652, $791,
        and $414 for fiscal 2001, 2000 and 1999, respectively.
    (5) Based on average exchange rates with Hong Kong. Yau Wing Kong retired
        from the Company in January, 2002.
    (6) Includes Company contributions or other allocations to (i) a defined
        contribution plan of $2,625, $2,625, and $2,271 and (ii) group term life
        insurance premiums of $337, $264, and $221 in fiscal 2001, 2000 and
        1999, respectively.
    (7) Mr. Weisgarber was hired by the Company in March 1999.
    (8) Includes Company contributions or other allocations to (i) a defined
        contribution plan of $2,625, $2,625 and $2,338 and (ii) group term life
        insurance premiums of $337, $264 and $188, for fiscal 2001, 2000 and
        1999, respectively.
    (9) Mr. Kerner was hired by the Company in December 1999.


                                                     5
<Page>


   (10) Includes Company contributions to (i) defined contribution plan of
        $2,625 and $2,156 in fiscal 2001 and 2000 respectively, (ii) group term
        life premiums of $228, $264 and $52 in fiscal 2001, 2000 and 1999,
        respectively and (iii) reimbursed moving expenses of $20,972 in fiscal
        2000.
   (11) Mr. Lyden was hired by the Company in June 1999 and resigned in October
        2001.
   (12) Includes Company contributions or other allocations to (i) a defined
        contribution plan of $1,987, $2,374 and $1,125 and (ii) group term life
        insurance premiums of $652, $791 and $414, for fiscal 2001, 2000 and
        1999, respectively; (iii) severance pay of $48,251 in fiscal 2001 and
        (iv) accrued vacation and sick pay of $11,135 in fiscal 2001.

    There were no options to purchase Common Stock granted during the year ended
December 31, 2001, to any of the named executive officers.

    The following table sets forth certain information with respect to the
exercise of options to purchase Common Stock and during the year ended December
31, 2001, and the unexercised options held at December 31, 2001 and the value
thereof, by each of the named executive officers.

                                   AGGREGATED OPTION EXERCISES IN FISCAL 2001
                                          AND 12/31/01 OPTION VALUES
<Table>
<Caption>

                                                                                          VALUE OF EXERCISABLE AND
                             SHARES                       NUMBER OF SECURITIES           UNEXERCISABLE IN-THE-MONEY
                            ACQUIRED                 UNDERLYING OPTIONS AT 12/31/01                OPTIONS
                          ON EXERCISE                           (SHARES)                     AT FISCAL YEAR END
                            (NUMBER       VALUE      ------------------------------    ------------------------------
         NAME              OF SHARES)    REALIZED       EXERCISABLE  UNEXERCISABLE       EXERCISABLE   UNEXERCISABLE
---------------------    ------------- ------------  --------------  --------------    -------------- ---------------
<S>                      <C>           <C>           <C>             <C>               <C>            <C>
Joseph S. Whitaker             0           $0            50,000           75,000             $0              $0

Yau Wing Kong                  0            0            12,000           48,000              0               0

Thomas W. Neville              0            0            20,000           30,000              0               0

Robert L. Weisgarber           0            0            20,000           30,000              0               0

Willliam J. Kerner             0            0             4,000            6,000              0               0

Michael J. Lyden               0           $0                 0                0             $0              $0

</Table>







                                                          6
<Page>


PERFORMANCE GRAPH

        The following graph compares the cumulative total shareholder return on
the Common Stock of the Company to the cumulative total return of each of the
following indices: the Standard & Poor's 500 Index, the Standard and Poor's 600
Index and a Peer Group Index since May 29, 1997, the date on which the Company's
Common Stock was first traded on the Nasdaq Market.

<Table>
<Caption>

                                 COMPARISON OF CUMULATIVE TOTAL RETURNS (1)
              AMONG DSI TOYS, INC., STANDARD & POOR'S 500 INDEX, STANDARD & POOR'S 600 INDEX,
                                         AND PEER GROUP INDEX (2)

                                 COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
                                      ASSUMES INITIAL INVESTMENT OF $100
                                                 DECEMBER 2001


                                                   [GRAPH]

                                          5/29/97     1/31/98      1/31/99     12/31/99   12/31/00    12/31/01
                                          -------     -------      -------     --------   --------    --------
<S>                                       <C>         <C>          <C>         <C>        <C>         <C>
DSI Toys, Inc.............................$   100     $    30      $    21     $     36   $     15    $     11
Peer Group (2)............................$   100     $   163      $   193     $    100   $     38    $    128
Standard & Poor's 500 Index...............$   100     $   124      $   164     $    191   $    173    $    153
Standard & Poor's SmallCap 600 Index......$   100     $   129      $   128     $    146   $    163    $    174

</Table>

(1) Total return assuming reinvestment of dividends. Assumes $100 invested on
    May 29, 1997, in Common Stock of the Company, the Standard & Poor's 500
    Index, the Standard & Poor's 600 Index and a Company constructed peer group
    index.
(2) In accordance with the rules of the Securities and Exchange Commission, the
    Company has elected to select a group of peer companies on an industry basis
    for comparison purposes. The peer group for fiscal 2002 is composed of 8
    industry participants: Action Performance Inc.; Equity Marketing, Inc.;
    Grand Toys International Inc.; Jakks Pacific Inc.; Marvel Enterprises Inc.
    (formerly named ToyBiz, Inc.); Ohio Art Company; Racing Champions Corp. and
    Radica Games, Ltd. Cumulative total return calculations were weighted
    according to the respective company's market capitalization.






                                                      7
<PAGE>


ITEM 12. SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT

      The following table sets forth certain information regarding the
beneficial ownership of Common Stock as of March 31, 2002 by: (i) persons known
to management to beneficially own more than 5% of the Company's Common Stock;
(ii) each director and nominee for director of the Company; (iii) each named
executive officer listed in the Summary Compensation Table; and (iv) all
directors and executive officers as a group. Unless otherwise indicated, the
beneficial owner has sole voting and investment power with respect to all shares
listed:

<Table>
<Caption>
                                                                                             Common Stock
Name of Beneficial Owner                                                                  Beneficially Owned
------------------------                                                                  ------------------
                                                                                    Number                  Percent of
                                                                                  of Shares                    Class
                                                                                  ---------                    -----
<S>                                                                              <C>                        <C>
Robert L. Burke................................................                     10,000(1)(3)                  *
M.D. Davis.....................................................                    339,951(2)(3)                3.05%
William J. Kerner..............................................                      4,000(3)                     *
Yau Wing Kong..................................................                     54,584                        *
E. Thomas Martin...............................................                  6,643,623(4)                  58.24%
Martin Group (5)...............................................                  7,253,568(6)                  65.06%
Joseph N. Matlock..............................................                    112,000(2)(3)                1.01%
John McSorley..................................................                     10,000(1)(3)                  *
MVII, LLC......................................................                  5,994,238(7)                  53.76%
Thomas W. Neville..............................................                     39,929(3)                     *
Walter S. Reiling..............................................                    546,208(2)(3)(8)             4.90%
Walter S. and Susan Reiling, joint tenants.....................                    546,208(2)(3)(8)             4.90%
Robert L. Weisgarber...........................................                     30,000(3)                     *
Joseph S. Whitaker.............................................                     72,000(1)(3)                  *
Michael J. Lyden...............................................                          0                        *
All current directors and executive officers
as a group (17 persons)........................................                  7,903,704(3)                  70.89%

</Table>

    * Represents less than 1%.

(1)   Excludes shares owned of record by MVII. Messrs. Burke and McSorley each
      own a 2.22% membership interest in MVII; Mr. Whitaker owns less than a 1%
      membership interest in MVII.
(2)   Excludes shares owned of record by other members of the Martin Group that
      are to be voted in accordance with the Voting Agreement. For a discussion
      of the Martin Group, see footnote number 5 to this table.
(3)   Includes shares of Common Stock not outstanding but subject to options
      currently exercisable, or exercisable within 60 days, as follows: Mr.
      Burke - 10,000 shares; Mr. Davis - 10,000 shares; Mr. Matlock - 12,000
      shares; Mr. McSorley - 10,000 shares; Mr. Neville - 26,000 shares; Mr.
      Reiling - 10,000 shares; Mr. Weisgarber - 30,000 shares; Mr. Whitaker -
      70,000 shares; ; Mr. Kerner - 4,000 shares; and group - 220,000 shares and
      1,800,000 shares not outstanding but subject to an Investment Warrant
      exerciseable within 60 days.
(4)   Includes 639,385 shares owned of record by E. Thomas Martin; 10,000 shares
      of Common Stock not outstanding but subject to options currently
      exerciseable, or exercisable within 60 days; 4,194,238 shares owned of
      record by MVII, a company of which E. Thomas Martin serves as Sole Manager
      and President; and 1,800,000 shares of Common Stock not outstanding but
      subject to an Investment Warrant exerciseable within 60 days, but excludes
      shares owned of record by the other members of the Martin Group. The
      address for E. Thomas Martin is 654 Osos Street, San Luis Obispo,
      California 93401.
(5)   The Martin Group is comprised of MVII, M.D. Davis, Joseph N. Matlock,
      Douglas A. Smith, Rust Capital, Ltd. , a Texas limited partnership, Barry
      B. Conrad and Walter S. and Susan Reiling. Pursuant to the Voting
      Agreement, each member of the DSI Group has given MVII an irrevocable
      proxy to vote its respective shares of Common Stock of the Company for,
      among other things, MVII's nominees for director, and MVII is obligated
      under the Voting Agreement to vote its shares of Common Stock of the
      Company for the nominees of the DSI Group. Pursuant to the Reiling Voting
      Agreement, the Reilings have given MVII an irrevocable



                                                          8
<Page>

      proxy to vote  their shares of Common Stock of the Company for, among
      other things, MVII's nominees for director, and MVII is obligated under
      the Reiling Voting Agreement to vote its shares of Common Stock of the
      Company for the Reilings' nominee.
(6)   Includes 5,994,238 shares (including 1,800,000 shares not outstanding but
      subject to an Investment Warrant exerciseable within 60 days) owned of
      record by MVII; 339,951 shares owned of record (including 10,000 shares
      not outstanding but subject to options currently exercisable) by M.D.
      Davis, 112,000 shares owned of record (including 12,000 shares not
      outstanding but subject to options currently exercisable) by Joseph N.
      Matlock, 261,171 shares owned of record (including 2,000 shares not
      outstanding but subject to options currently exercisable) by Douglas A.
      Smith, 2,000 shares not outstanding but subject to options currently
      exercisable owned of record by Barry B. Conrad and 546,208 shares owned of
      record (including 10,000 shares not outstanding but subject to options
      currently exercisable) by the Reilings.
(7)   Includes 1,800,000 shares of Common Stock not outstanding but subject to
      an Investment Warrant exerciseable within 60 days, but excludes shares
      owned of record by other members of the Martin Group that are to be voted
      in accordance with the Voting Agreement as the Reiling Voting Agreement.
      The address for MVII, LLC is 654 Osos Street, San Luis Obispo, California
      93401.
(8)   Excludes shares owned of record by other members of the Martin Group that
      are to be voted in accordance with the Reiling Voting Agreement. The
      address for Walter S. Reiling is 15 Woodcrest Drive, Morristown, New
      Jersey 07960.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    Information concerning certain transactions involving the Company and
certain directors and executive officers of the Company is set forth herein.

                  MANAGEMENT - EMPLOYMENT AND RELATED AGREEMENTS

    Mr. M.D. Davis, director, entered into a consulting agreement effective as
of June 1, 1999, pursuant to which he ceased to be an employee and officer of
the Company and agreed to provide consulting services to the Company through the
period ending June 1, 2002. For his services under the consulting agreement, Mr.
Davis shall receive total compensation in the amount of $450,000, payable in
equal monthly installments of $12,500 ($150,000 per annum). Mr. Davis shall be
entitled to such compensation irrespective of a termination of the consulting
agreement, unless such termination is by Mr. Davis for reasons other than a
breach by the Company of its obligations under the consulting agreement.

    The Company entered into an employment agreement with Mr. Joseph S. Whitaker
on June 1, 1999, and amended the agreement effective December 1, 2001. Pursuant
to the amended agreement, Mr. Whitaker shall serve as President and Chief
Executive Officer of the Company for a term ending November 30, 2004, and will
be paid an annual salary of $180,000, which salary shall be raised on an annual
basis in accordance with the Consumer Price Index, and may be additionally
raised at the discretion of the Board of Directors. The agreement contains
non-disclosure, non-competition and non-solicitation provisions applicable
during the term of employment and for one year thereafter.

    The Company entered into an employment agreement with Gregory A. Barth on
April 1, 2001. Pursuant to the agreement, Mr. Barth shall serve as Senior Vice
President of Worldwide Operations, Business Planning and Logistics of the
Company for a term ending March 31, 2003, and will be paid an annual salary of
$150,000, which salary shall be raised on an annual basis in accordance with the
Consumer Price Index, and may be additionally raised at the discretion of the
Board of Directors. The agreement contains non-disclosure, non-competition and
non-solicitation provisions applicable during the term of employment and for one
year thereafter.

    DSI (HK), Limited, the Company's wholly-owned subsidiary, entered into an
employment agreement effective January 1, 2000, with Mr. Yau, pursuant to which
he was employed as Managing Director of DSI (HK), Limited for a monthly salary
of HK $116,000 (approximately US $15,000 based on currency exchange rates). The
employment agreement was to expire December 31, 2002. Mr. Yau is entitled to a
fiscal year-end performance bonus equal to 1% of the Company's annual
consolidated after-tax profits in excess of US $2.0 million, up to a maximum of
US $8.0 million. In the event the non-competition provisions are enforced, the
Company will be obligated to pay an additional


                                       9
<Page>


one-year salary during the non-compete period. Mr. Yau retired from the Company
on January 31, 2002.

    On January 7, 2000, the Company acquired Meritus by way of merger. Pursuant
to the terms of the merger, the Company acquired all of the issued and
outstanding stock of Meritus in exchange for (i) 533,208 unregistered shares of
the Company's common stock; (ii) $884,033.82 in cash; and (iii) the Company's
Subordinated Secured Promissory Note for $1,690,000 paid to the Reilings who
were the sole shareholders of Meritus. Contemporaneously with the merger, the
Company satisfied approximately $4.4 million of Meritus' debt. The Reiling
Voting Agreement was entered into in connection with the merger.

    In connection with the Meritus acquisition, the Company borrowed $5,000,000
from MVII. That debt is evidenced by a promissory note dated January 7, 2000
(the "MVII Note"). The MVII Note bears interest at a rate of prime plus 2%,
matures on July 1, 2004, and is subordinated to senior debt of the Company. The
proceeds from the MVII Note were used primarily to facilitate the Company's
merger with Meritus, including the satisfaction of the Meritus debt discussed
above. On March 6, 2002, pursuant to the terms of the Revolver and the MVII
Note, the Company reborrowed $500,000 of the original principal that the
Company had paid on the MVII Note. The proceeds were used to finance the normal
business operations of the Company.

    The irrevocable proxy executed by the Reilings in connection with the
Reiling Voting Agreement not only authorizes MVII to vote the shares of Common
Stock of the Company held by the Reilings for directors of the Company on the
terms set forth in the Reiling Voting Agreement, it also designates MVII as
proxy to vote the shares of Common Stock of the Company held by the Reilings
with respect to (i) any matter relating to the creation or composition of any
committee of the Board, (ii) any matter affecting the size or composition of the
Board, and (iii) any proposal to amend the Company's bylaws or articles of
incorporation for the sole purpose of affecting the matters described in clauses
(i) and (ii) above. The Reiling Voting Agreement continues until the earlier of
January 7, 2005, termination by mutual agreement of the parties, or the
dissolution of the Company.

INVESTMENT WARRANT

    On March 19, 2001, the Company issued to MVII an Investment Warrant to
acquire 1.8 million shares of the Company's Common Stock, in exchange for a cash
purchase price $2.7 million. The Investment Warrant is exercisable for no
additional consideration, in whole on in part, for a ten-year period beginning
June 3, 2002. The Investment Warrant is subject to certain anti-dilution
adjustments, including adjustments in the event the Company issues securities
for a purchase price that is equivalent to less than $1.50 per share of the
Company's Common Stock. In connection with the issuance of the Investment
Warrant, the Company and MVII entered into a Registration Rights Agreement (the
"MVII Registration Rights Agreement"), pursuant to which MVII was granted
piggyback registration rights with respect to the shares of the Company Common
Stock underlying the Warrant, under certain circumstances. Shares of Common
Stock acquired by MVII upon exercise of the Warrant are subject to the terms of
a Shareholders' and Voting Agreement dated as of April 5, 1999, among MVII and
certain of the Company's other shareholders. Proceeds from the sale of the
Investment Warrant were used by the Company for current working capital.

    The Investment Warrant was issued by the Company to MVII in reliance on the
exemption from registration set forth in Section 4(2) of the Securities Act of
1933, as amended. The Company believes the Section 4(2) exemption from
registration was available based upon the established criteria for effecting a
private offering by virtue of the following facts, among others: (i) MVII had
access to the type of information that would be included in a registration
statement, (ii) MVII's principals have adequate financial means to bear the risk
of MVII's additional investment in the Company and can be described as
sophisticated, (iii) MVII was the only offeree in the transaction, (iv) MVII
acquired the Investment Warrant for investment and not with a view toward
distribution, (v) the Investment Warrant contains restrictions on resale of the
Investment Warrant and the Common Stock issued upon exercise of the Investment
Warrant, and (vi) no underwriters were involved nor were any underwriters'
commissions paid in connection with the transactions.

    On January 31, 2002, at the request of NASDAQ and with the agreement of
MVII, the Company issued an amended and restated Investment Warrant, which
amended and restated in its entirety the Investment Warrant by removing all
anti-dilution provisions. In addition, the Company and MVII entered into an
Amended and Restated



                                      10
<Page>

Registration Rights Agreement, which amended and restated in its entirety the
MVII Registration Rights Agreement, by removing all of the provisions
regarding the anti-dilution provisions of the original Investment Warrant.

                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
                                 DSI Toys, Inc.

Dated: April 30, 2002        By: /s/ JOSEPH S. WHITAKER
                                 -----------------------------------------------
                                 Joseph S. Whitaker
                                 President, Chief Executive Officer and Director

Dated: April 30, 2002        By: /s/ ROBERT L. WEISGARBER
                                 -----------------------------------------------
                                 Robert L. Weisgarber
                                 Chief Financial Officer

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.

<Table>
<Caption>
          SIGNATURE                    TITLE                      DATE
          ---------                    -----                      ----
<S>                                  <C>                       <C>
/s/ E. THOMAS MARTIN                 Chairman                  APRIL 30, 2002
------------------------------
     E. Thomas Martin


/s/ M. D. DAVIS                      Director                  APRIL 30, 2002
------------------------------
     M.D. Davis


/s/ JOSEPH N. MATLOCK                Director                  APRIL 30, 2002
------------------------------
     Joseph N. Matlock


/s/ ROBERT L. BURKE                  Director                  APRIL 30, 2002
------------------------------
     Robert L. Burke


/s/ JOHN MCSORLEY                    Director                  APRIL 30, 2002
------------------------------
     John McSorley


/s/ WALTER S. REILING                Director                  APRIL 30, 2002
------------------------------
     Walter S. Reiling
</Table>


                                      11
<Page>


                                  EXHIBIT INDEX

 2.1    Articles/Certificate of Merger of Meritus Industries, Inc. into the
        Company, dated January 7, 2000 (filed as Exhibit 2.2 to the Company's
        Form 8-K dated January 7, 2000), incorporated herein by reference.

 3.1    Amended and Restated Articles of Incorporation of the Company. (1)

 3.1.1  Amendment to Amended and Restated Articles of Incorporation of the
        Company (filed as Exhibit 3.1.1 to the Company's Form 10-Q for the
        quarterly period ended April 30, 1999), incorporated herein by
        reference.(3)

 3.2    Amended and Restated Bylaws of the Company. (1)

 3.3    Amendment to Amended and Restated Bylaws of the Company. (1)

 4.1    Form of Common Stock Certificate. (1)

 4.2    Form of Warrant Agreement among the Company and Representatives to
        purchase 250,000 shares of common stock. (1)

 4.3    Common Stock Purchase Warrant No. A-1 dated December 11, 1995,
        issued to Hibernia Corporation to purchase 388,888 shares of common
        stock. (1)

 4.4    Registration Rights Agreement by and between the Company and
        Hibernia Corporation. (1)

 4.5    Registration Rights Agreement by and between the Registrant and
        Tommy Moss. (1)

 4.6    Form of Investment Warrant by and between the Company and MVII, LLC,
        dated March 19, 2001 (filed as Exhibit 4.6 to the Company's Form 10-K
        for the fiscal year ended December 31, 2000), incorporated herein by
        reference.

 4.7    Registration Rights Agreement by and between the Company and MVII, LLC,
        dated March 19, 2001 (filed as Exhibit 4.7 to the Company's Form 10-K
        for the fiscal year ended December 31, 2000), incorporated herein by
        reference.

 4.8    Amended and Restated Investment Warrant by and between the Company and
        MVII, LLC, dated January 31, 2002 (filed as Exhibit 4.8 to the Company's
        Form 10-K for the fiscal year ended December 31, 2001), incorporated
        herein by reference.

 4.9    Amended and Restated Registration Rights Agreement by and between the
        Company and MVII, LLC dated January 31, 2002 (filed as Exhibit 4.9 to
        the Company's Form 10-K for the fiscal year ended December 31, 2001),
        incorporated herein by reference.

10.1    1997 Stock Option Plan. (1)

10.2    Agreement for Sale of Stock between Rosie Acquisition, L.L.C. and
        DSI Acquisition, Inc. and Diversified Specialists, Inc. and Tommy
        Moss, dated December 11, 1995. (1)

10.3    Employment Agreement dated December 11, 1995 by and between the
        Company and M. D. Davis. (1)

10.4    Employment Agreement dated December 11, 1995 by and between the
        Company and Richard R. Neitz. (1)

10.5    Employment Agreement dated December 11, 1995 by and between the
        Company and Yau Wing Kong. (1)

10.6    Employment Agreement dated December 11, 1995 by and between the
        Company and Dale Y. Chen. (1)

10.7    Employment Agreement dated December 11, 1995 by and between the
        Company and Thomas V. Yarnell. (1)

10.8    Employment Agreement dated March 16, 1997 by and between the Company
        and J. Russell Denson. (1)

10.9    Letter Loan Agreement between the Company and Bank One, Texas, N.A.
        dated December 11, 1995, evidencing a revolving line of credit and a
        term note (the "Bank One Letter Loan Agreement"). (1)

10.10   First Amendment to Bank One Letter Loan Agreement, dated January 31,
        1996. (1)


                                     E-1
<Page>


10.11   Second Amendment to Bank One Letter Loan Agreement, dated August 1,
        1996. (1)

10.12   Third Amendment to Bank One Letter Loan Agreement, dated November
        14, 1996. (1)

10.13   Fourth Amendment to Bank One Letter Loan Agreement, dated January
        31, 1997. (1)

10.14   Fifth Amendment to Bank One Letter Loan Agreement, dated January 31,
        1997. (1)

10.15   Line of Credit Facility with State Street Bank and Trust Company,
        Hong Kong Branch, dated April 1, 1997, evidencing a $5,000,000 line
        of credit. (1)

10.16   Underwriting Agreement dated May 28, 1997 among the Company, the Tommy
        Moss Living Trust, Hibernia Corporation and Tucker Anthony Incorporated
        and Sutro & Co. Incorporated (filed as Exhibit 10.1 to the Company's
        Form 10-Q for the quarterly period ended April 30, 1997), incorporated
        herein by reference.

10.17   Warrant Agreement dated May 28, 1997 by and among the Company, Tucker
        Anthony Incorporated and Sutro & Co. Incorporated (filed as Exhibit 10.2
        to the Company's Form 10-Q for the quarterly period ended April 30,
        1997), incorporated herein by reference.

10.18   Renewal and Modification of Line of Credit Facility with State Street
        Bank and Trust Company, Hong Kong Branch, dated June 6, 1997, evidencing
        an $8,000,000 line of credit (filed as Exhibit 10.1 to the Company's
        Form 10-Q for the quarterly period ended July 31, 1997), incorporated
        herein by reference.

10.19   Debenture by DSI(HK) Limited to State Street Bank and Trust Company,
        Hong Kong Branch, dated July 29, 1997 (filed as Exhibit 10.2 to the
        Company's Form 10-Q for the quarterly period ended July 31, 1997),
        incorporated herein by reference.

10.20   Amended and Restated Bank One Letter Loan Agreement, dated October 22,
        1997 (filed as Exhibit 10.1 to the Company's Form 10-Q for the quarterly
        period ended October 31, 1997), incorporated herein by reference.

10.21   First Amendment to Amended and Restated Bank One Letter Loan Agreement,
        dated January 31, 1998 (filed as Exhibit 10.21 to the Company's Form
        10-K for the annual period ended January 31, 1998), incorporated herein
        by reference.

10.22   Second Amendment to Amended and Restated Bank One Letter Loan Agreement,
        dated September 30, 1998 (filed as Exhibit 10.22 to the Company's Form
        10-Q for the quarterly period ended October 31, 1998), incorporated
        herein by reference.

10.23   Employment Agreement dated August 20, 1998 by and between the
        Company and Howard G. Peretz. (2)

10.24   Loan and Security Agreement by and between the Company and Sunrock
        Capital Corp. dated February 2, 1999. (2)

10.25   Stock Pledge Agreement by and between the Company and Sunrock
        Capital Corp. dated February 2, 1999. (2)

10.26   Assignment of Deposit Account by and between the Company and
        Sunrock Capital Corp. dated February 2, 1999. (2)

10.27   Trademark Security Agreement by and between the Company and Sunrock
        Capital Corp. dated February 2, 1999. (2)

10.28   Patent Collateral Assignment by and between the Company and Sunrock
        Capital Corp. dated February 2, 1999. (2)

10.29   Stock Purchase and Sale Agreement dated April 15, 1999 by and between
        the Company and MVII, LLC (filed as Exhibit 2 to the Company's Schedule
        14D-9 filed by the Company on April 22, 1999), incorporated herein by
        reference.


                                     E-2
<Page>


10.30   Stock Purchase and Sale Agreement, dated April 15, 1999, between the
        Company and MVII, LLC (filed as Exhibit 99.2 to the Schedule 14D-9 filed
        by the Company on April 22, 1999), incorporated herein by reference.

10.31   Shareholders' and Voting Agreement dated April 15, 1999, by and among
        the Company, MVII, LLC, certain management shareholders of the Company
        and a limited partnership controlled by a management shareholder (filed
        as Exhibit 99.4 to the Schedule 14D-9 filed by the Company on April 22,
        1999), incorporated herein by reference.

10.32   Registration Rights Agreement dated April 15, 1999, by and among the
        Company, MVII, LLC, certain management shareholders of the company and a
        limited partnership controlled by a management shareholder (filed as
        Exhibit 99.5 to the Schedule 14D-9 filed by the Company on April 22,
        1999), incorporated herein by reference.

10.33   Irrevocable Proxy dated April 15, 1999, between MVII, LLC and
        Conrad. (3)

10.34   Irrevocable Proxy dated April 15, 1999, between MVII, LLC and Davis. (3)

10.35   Irrevocable Proxy dated April 15, 1999, between MVII, LLC and
        Matlock. (3)

10.36   Irrevocable Proxy dated April 15, 1999, between MVII, LLC and Rust
        Capital. (3)

10.37   Irrevocable Proxy dated April 15, 1999, between MVII, LLC and Smith. (3)

10.38   Consulting Agreement dated June 1, 1999, between the Company and
        Davis. (3)

10.39   Amendment dated May 5, 1999, to Loan and Security Agreement, dated
        as of February 2, 1999, by and between Sunrock Capital Corp. and the
        Company. (3)

10.40   Amendment No. 1 dated June 30, 1999, to Loan and Security Agreement,
        by and between Sunrock Capital Corp. and the Company. (4)

10.41   Employment Agreement dated June 17, 1999 by and between the Company
        and Michael J. Lyden. (4)

10.42   Employment Agreement dated June 1, 1999, by and between the Company
        and Joseph S. Whitaker. (4)

10.43   Amendment to 1997 Stock Option Plan dated May 24, 1999. (4)

10.44   Restated Employment Agreement dated December 31, 1999, by and
        between DSI(HK) Limited and Yau Wing Kong (filed as Exhibit 10/44 to the
        Company's Form 10-K for the 11 month period ended December 31, 1999),
        and incorporated herein by reference.

10.45   Agreement and Plan of Merger between Meritus Industries, Inc. et al.
        and the Company, dated October 7, 1999 (filed as Exhibit 10.45 to
        the Company's Form 10-Q for the quarterly period ended October 31,
        1999), incorporated herein by reference.

10.46   Closing and Holdback Agreement dated January 7, 2000, by and between
        the Company and Meritus Industries, Inc., et al. (filed as Exhibit
        2.3 to the Company's Form 8-K dated January 7, 2000), incorporated
        herein by reference.

10.47   Shareholders' and Voting Agreement dated January 7, 2000, by and among
        the Company, MVII, LLC and Walter S. and Susan Reiling (filed as Exhibit
        10.1 to the Company's Form 8-K dated January 7, 2000), incorporated
        herein by reference.

10.48   Limited Irrevocable Proxy dated January 7, 2000, between MVII, LLC and
        Walter S. and Susan Reiling (filed as Exhibit 10.2 to the Company's Form
        8-K dated January 7, 2000), incorporated herein by reference.

10.49   Registration Rights Agreement dated January 7, 2000, by and between the
        Company and Walter S. and Susan Reiling (filed as Exhibit 10.3 to the
        Company's Form 8-K dated January 7, 2000), incorporated herein by
        reference.


                                     E-3
<Page>


10.50   Subordinated Secured Promissory Note dated January 7, 2000, from the
        Company to Walter S. and Susan Reiling (filed as Exhibit 10.4 to the
        Company's Form 8-K dated January 7, 2000), incorporated herein by
        reference.

10.51   Promissory Note dated January 7, 2000, from the Company to MVII, LLC
        (filed as Exhibit 10.5 to the Company's Form 8-K dated January 7, 2000),
        incorporated herein by reference.

10.52   Amendment No. 2 dated January 7, 2000, to Loan and Security
        Agreement, by and between Sunrock Capital Corp. and the Company
        (filed as Exhibit 10.6 to the Company's Form 8-K dated January 7,
        2000), incorporated herein by reference.

10.53   Employment Agreement dated January 7, 2000, by and between the Company
        and Beth Reiling (filed as Exhibit 10.7 to the Company's Form 8-K dated
        January 7, 2000), incorporated herein by reference.

10.54   Employment Agreement dated January 7, 2000, by and between the Company
        and Joseph Reiling (filed as Exhibit 10.8 to the Company's Form 8-K
        dated January 7, 2000), incorporated herein by reference.

10.55   Amendment No. 2 to DSI Toys, Inc. 1997 Stock Option Plan (filed as
        Exhibit 10.11 to the Company's Form 10-Q for the quarterly period
        ended June 30, 2000), incorporated herein by reference.

10.56   Amendment No. 3 dated July 14, 2000, to Loan and Security Agreement,
        by and between Sunrock Capital Corp. and the Company (filed as
        Exhibit 10.12 to the Company's Form 10-Q for the period ended June
        30, 2000), incorporated herein by reference.

10.57   Amendment No. 4 dated March 30, 2001, to Loan and Security
        Agreement, by and between Sunrock Capital Corp. and the Company
        (filed as Exhibit 10.57 to the Company's Form 10-K for the annual
        period ended December 31, 2000), incorporated herein by reference.

10.58   Employment Agreement dated April 1, 2001, but executed April 23, 2001,
        by and between the Company and Gregory A. Barth (filed as Exhibit 10.2
        to the Company's Form 10-Q for the quarterly period ended March 31,
        2001), incorporated herein by reference.

10.59   Amendment No. 5 to Loan and Security Agreement, dated August 13,
        2001, by and between Sunrock Capital Corp. and the Company (filed as
        Exhibit 10.3 to the Company's Form 10-Q for the quarterly period
        ended June 30, 2001), incorporated herein by reference.

10.60   Amendment No. 6 to Loan and Security Agreement, dated August 13,
        2001, by and between Sunrock Capital Corp. and the Company (filed as
        Exhibit 10.4 to the Company's Form 10-Q for the quarterly period
        ended June 30, 2001), incorporated herein by reference.

10.61   First Amendment to Employment Agreement by and between the Company and
        Joseph S. Whitaker, dated December 1, 2001 (filed as Exhibit 10.61 to
        the Company's Form 10-K for the fiscal year ended December 31, 2001),
        incorporated herein by reference.

10.62   Line of Credit Facility with Dao Heng Bank Limited evidencing a
        $6,000,000 line of credit, dated December 4, 2001 (filed as Exhibit
        10.62 to the Company's Form 10-K for the fiscal year ended December 31,
        2001), incorporated herein by reference.

10.63   Memorandum of Re-borrowing of Principal by and between the Company and
        MVII, LLC, dated March 6, 2002 (filed as Exhibit 10.63 to the Company's
        Form 10-K for the fiscal year ended December 31, 2001), incorporated
        herein by reference.

10.64   Amendment No. 7 dated March 20, 2002, to Loan and Security Agreement
        by and between Sunrock Capital Corp. and the Company (filed as
        Exhibit 10.64 to the Company's Form 10-K for the fiscal year ended
        December 31, 2001), incorporated herein by reference.

10.65   Unconditional Guaranty Agreement dated March 20, 2002, by the Company
        and Dao Heng Bank Limited (filed as Exhibit 10.65 to the Company's Form
        10-K for the fiscal year ended December 31, 2001), incorporated herein
        by reference.


                                     E-4
<Page>


10.66   Amendment No. 8 dated March 29, 2002, to Loan and Security Agreement
        by and between Sunrock Capital Corp. and the Company (filed as
        Exhibit 10.66 to the Company's Form 10-K for the fiscal year ended
        December 31, 2001), incorporated herein by reference.

21      Subsidiaries (Filed as Exhibit 21 to the Company's Form 10-K for the
        fiscal year ended December 31, 2001), incorporated herein by reference.

99.1    DSI Toys, Inc. Audit Committee of the Board of Directors, Charter,
        adopted by the Board of Directors on May 23, 2000 (filed as Exhibit 99.1
        to the Company's Form 10-Q for the period ended June 30, 2000),
        incorporated herein by reference.

99.2    Amendment No. 1 to the Audit Committee of the Board of Directors
        Charter, adopted by the Board of Directors on March 31, 2001 (filed as
        Exhibit 99.2 to the Company's Form 10-K for the fiscal year ended
        December 31, 2000), incorporated herein by reference.

(1)     Filed as a part of the Registrant's Registration Statement on Form
        S-1 (No. 333-23961) and incorporated herein by reference.

(2)     Filed as the indicated numbered exhibit to the Company's Form 10-K for
        the annual period ended January 31, 1999, and incorporated herein by
        reference.

(3)     Filed as the indicated numbered exhibit to the Company's Form 10-Q for
        the quarterly period ended April 30, 1999, and incorporated herein by
        reference.

(4)     Filed as the indicated numbered exhibit to the Company's Form 10-Q for
        the quarterly period ended July 31, 1999, and incorporated herein by
        reference.


                                     E-5