SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

Filed by the registrant [ X ]

Filed by a party other than the registrant [ _ ]

Check the appropriate box:

[ _ ] Preliminary proxy statement

[ X ] Definitive proxy statement

[ _ ] Definitive additional materials

[ _ ] Soliciting material pursuant to Rule 14a-11 or Rule 14a-12

GENIUS PRODUCTS, INC.
-------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

N/A
- -------------------------------------------------------------------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of filing fee (check the appropriate box):

[ X ] No fee required

[ _ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) or 0-11.

(1) Title of each class of securities to which transaction
applies:
______________________________________________________________

(2) Aggregate number of securities to which transaction applies:
______________________________________________________________

(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule O-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
______________________________________________________________

(4) Proposed aggregate value of transaction:
______________________________________________________________

(5) Total fee paid:
______________________________________________________________

[ _ ] Fee paid previously with preliminary materials.

[ _ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11 (a) (2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
number, or the Form or Schedule and date of filing.

(1) Amount previously paid:
______________________________________________________________

(2) Form, schedule or Registration Statement No.:
______________________________________________________________

(3) Filing party:
______________________________________________________________

(4) Date filed:
______________________________________________________________

GENIUS PRODUCTS, INC.

11250 El Camino Real, #100
San Diego, California 92130
(858) 793-8840
---------------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 8, 2002

The Annual Meeting of the Shareholders of Genius Products, Inc. (the
"Company") will be held at the Marriott Hotel, 11966 El Camino Real, San Diego,
California at 8:00 a.m. local time on Monday, July 8, 2002, for the following
purposes:

1. To elect a board of seven Directors.

2. To approve an amendment to our Articles of Incorporation to increase
the number of authorized shares of common stock from 25,000,000 to 50,000,000
shares.

3. To approve an amendment to our Articles of Incorporation to
authorize 10,000,000 shares of Preferred Stock.

4. To ratify our 2000 Stock Option Plan, as amended and restated.

5. To ratify the appointment of Cacciamatta Accountancy Corporation as
our independent auditors for the fiscal year ended December 31, 2002.

6. To transact such other business as may properly be brought before
the meeting or any adjournments thereof.

Only shareholders of record at the close of business on June 17, 2002,
are entitled to notice of, and to vote at, the meeting and any adjournments
thereof.

ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.

WHETHER OR NOT YOU PLAN TO ATTEND IN PERSON, YOU ARE URGED TO FILL IN
THE ENCLOSED PROXY AND TO SIGN AND FORWARD IT IN THE ENCLOSED BUSINESS REPLY
ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IT IS
IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING IN ORDER THAT THE
PRESENCE OF A QUORUM MAY BE ASSURED. ANY SHAREHOLDER WHO SIGNS AND SENDS IN A
PROXY MAY REVOKE IT BY EXECUTING A NEW PROXY WITH A LATER DATE, BY WRITTEN
NOTICE OF REVOCATION TO THE SECRETARY OF THE COMPANY AT ANY TIME BEFORE IT IS
VOTED, OR BY ATTENDING THE MEETING AND VOTING IN PERSON.

YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES OF STOCK THAT
YOU HOLD. YOUR COOPERATION IN PROMPTLY RETURNING YOUR PROXY WILL HELP LIMIT
EXPENSES INCIDENT TO PROXY SOLICITATION.

By Order of the Board of Directors

/S/ KLAUS MOELLER
-----------------------------------------
San Diego, California Klaus Moeller, Chairman of the Board,
June 17, 2002 Chief Executive Officer and Interim
Chief Financial Officer

GENIUS PRODUCTS, INC.
11250 El Camino Real, #100
San Diego, California 92130
(858) 793-8840
--------------------

PROXY STATEMENT
--------------------

SOLICITATION OF PROXIES

This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Genius Products, Inc., a Nevada
corporation (the "Company"), for use at the Annual Meeting of Shareholders to be
held at the Marriott Hotel, 11966 El Camino Real, San Diego, California on
Monday, July 8, 2002, and at any and all adjournments thereof (the "Annual
Meeting"), for the purposes set forth in the accompanying Notice of Annual
Meeting of Shareholders. Accompanying this Proxy Statement is the Board of
Directors' Proxy for the Annual Meeting, which you may use to indicate your vote
as to the proposals described in this Proxy Statement. In addition to
solicitation by use of the mail, certain of our officers and employees may,
without receiving additional compensation therefore, solicit the return of
proxies by telephone, telegram or personal interview. We have requested that
brokerage houses and custodians, nominees and fiduciaries forward soliciting
materials to their principals, the beneficial owners of common stock, and have
agreed to reimburse them for reasonable out-of-pocket expenses in connection
therewith.

REVOCATION OF PROXIES

All Proxies which are properly completed, signed and returned to us
prior to the Annual Meeting, and which have not been revoked, will be voted in
favor of the proposals described in this Proxy Statement unless otherwise
directed. A shareholder may revoke his or her Proxy at any time before it is
voted either by filing with the Secretary of the Company, at its principal
executive offices, a written notice of revocation or a duly executed proxy
bearing a later date or by attending the Annual Meeting and expressing a desire
to vote his or her shares in person.

RECORD DATE AND VOTING

The close of business on June 17, 2002, has been fixed as the record
date for the determination of shareholders entitled to notice of and to vote at
the Annual Meeting and any adjournment of the Annual Meeting. As of the record
date, we had outstanding 15,421,712 shares of common stock, par value $.001 per
share.

Each shareholder of record is entitled to one vote for each share held
on all matters to come before the meeting, except that shareholders may have
cumulative voting rights with respect to the election of Directors. All proxies
which are returned will be counted by the Inspector of Elections in determining
the presence of a quorum and on each issue to be voted on for which a vote was
cast. An abstention from voting or a broker non-vote will not be counted in the
voting process.

The proxy process does not permit shareholders to cumulate votes. No
shareholder may cumulate votes unless the candidate or candidates' names for
which such votes are to be cast have been placed in nomination prior to voting
and a shareholder has given notice of the shareholder's intention to cumulate
the shareholder's votes at the meeting and prior to the voting. If any
shareholder has given such notice, all shareholders may cumulate their votes for
candidates in nomination. Shareholders who have completed the enclosed proxy,
and who do not revoke such proxy before voting occurs, grant the proxy holders
discretionary authority to cumulate the shareholder's votes for directors if
cumulative voting occurs. Management does not, at this time, intend to give
notice of cumulative voting or to cumulate the votes it may hold pursuant to the
proxies solicited herein unless the required notice by a shareholder is given in
proper format at the meeting, in which instance management intends to

cumulatively vote all of the proxies held by it in favor of the nominees for
office as set forth herein. In the event cumulative voting shall be utilized,
each shareholder may cast a number of votes equal to the number of directors to
be elected multiplied by the number of shares held in such shareholder's name as
of the record date. All of these votes may be cast for one nominee, or they may
be distributed among as many nominees as the shareholder sees fit. The
candidates receiving the highest number of votes of the shares entitled to be
voted for them, up to the number of directors to be elected by such shares, are
elected.

Shareholders may revoke any proxy before it is voted by attendance at
the meeting and voting in person, by executing a new proxy with a later date, or
by giving written notice of revocation to the Secretary of the Company.

The shares represented by proxies which are returned properly signed
will be voted in accordance with the shareholders' directions. If the proxy card
is signed and returned without direction as to how they are to be voted, the
shares will be voted as recommended by the Board of Directors.

MAILING OF PROXY STATEMENT AND PROXY CARD

Our Annual Report for 2001 is enclosed for your convenience but is not
to be considered part of the solicitation material. We will pay the cost for
preparing, printing, assembling and mailing this Proxy Statement and the Proxy
Card and all of the costs of the solicitation of the proxies.

Our principal executive offices are located at 11250 El Camino Real,
#100, San Diego, California 92130. This Proxy Statement and the accompanying
Proxy Card is first being mailed to shareholders on or about June 18, 2002.

PROPOSAL 1
ELECTION OF THE DIRECTORS

In accordance with our Articles of Incorporation and Bylaws, the Board
of Directors consists of not less than two nor more than seven members, the
exact number to be determined by the Board of Directors. At each annual meeting
of the shareholders of the Company, directors are elected for a one-year term,
or until their successors are elected or appointed. The Board of Directors is
currently set at seven members. The Board of Directors proposes the election of
the nominees named below.

Unless marked otherwise, proxies received will be voted FOR the
election of each of the nominees named below, unless authority is withheld. If
any such person is unable or unwilling to serve as a nominee for the office of
director at the date of the Annual Meeting or any postponement or adjournment
thereof, the proxies may be voted for a substitute nominee, designated by the
proxy holders or by the present Board of Directors to fill such vacancy. The
Board of Directors has no reason to believe that any such nominee will be
unwilling or unable to serve if elected a director.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE ELECTION OF THE DIRECTORS NOMINATED HEREIN.

The Board of Directors proposes the election of the following nominees
as members of the Board of Directors:

David Anderson Larry Balaban Richard Bermingham
Deborah L. Cross Nancy Evensen Margaret Loesch
Klaus Moeller

If elected, the nominees are expected to serve until the 2003 Annual
Meeting of Shareholders.

INFORMATION WITH RESPECT TO EACH NOMINEE AND EXECUTIVE OFFICERS

The following table sets forth certain information with respect to each
nominee and executive officer of the Company as of June 17, 2002.

NAME AGE POSITION
- ---- --- --------

Klaus Moeller 41 Chairman of the Board, Chief Executive Officer, Interim Chief Financial
Officer, Director and Director Nominee
Michael Meader 36 President
Larry Balaban 38 Executive Vice President of Marketing and Production, Director and Director
Nominee
Howard Balaban 41 Executive Vice President of New Business Development
Julie Ekelund 40 Executive Vice President of Sales
David Anderson 50 Director and Director Nominee*
Richard Bermingham 63 Director and Director Nominee*
Deborah L. Cross 47 Director and Director Nominee*
Nancy Evensen 46 Director and Director Nominee*
Margaret Loesch 56 Director and Director Nominee*

* Member of Audit and Compensation Committees.

KLAUS MOELLER has served as our Chief Executive Officer and as a
Director since October 1997. Mr. Moeller has served as our Interim Chief
Financial Officer since May 2001. Mr. Moeller had been the Chairman of the Board
and Chief Executive Officer of ITM, which we acquired in October 1997. Mr.
Moeller has a background in marketing, advertising, real estate and auditing.

MICHAEL MEADER has served as our Executive Vice President since April
of 1998, and our Executive Vice President - Distribution since January 2002. He
was appointed our President in May of 2002. Mr. Meader worked as an outside
consultant with us for a number of years prior to joining the Company. His
expertise encompasses distribution, category management and service for programs
designed for mass-market retailers. From 1994 to 1998, Mr. Meader served as Vice
President of Specialty Products at ARAMARK Corporation. While at ARAMARK, he
controlled all corporate operations related to ARAMARK's Music Division.

LARRY BALABAN has served as our Executive Vice President of Marketing
and Production since January 1999, after having rendered consulting services to
us for approximately six months. He was elected to our Board of Directors in
July 2001. Before joining Genius, Mr. Balaban was president of Mr. B
Productions, a non-traditional marketing firm based in New York City,
specializing in TV production, target marketing and membership programs. From
1994-1997, Mr. Balaban was president of Virtual Reality Productions, where he
specialized in marketing, and coordinated specialized audio productions for
licensed products including Star Trek(TM), The Simpsons and the X-Files. Larry
and Howard Balaban are brothers.

HOWARD BALABAN has served as our Executive Vice President of New
Business Development since January 2002. He was previously appointed Senior Vice
President of Sales in January 1999 after having rendered consulting services to
us for just over six months. Prior to his appointment, Mr. Balaban was a sales
and marketing consultant to various companies. From 1994-1997, Mr. Balaban was
Senior Vice President of Business Development for Future Call, Inc., a prepaid
telephone card company that he co-founded with William Shatner, and which held
the rights to all Star Trek(TM) properties associated with prepaid phone cards.
>From 1991-1995, he was the chief executive officer of 3B Telecommunications, a
company he founded and which acted as a master agent for telecom networks
reselling phone time and telecom services. Howard and Larry Balaban are
brothers.

JULIE EKELUND was appointed as our Executive Vice President of Sales in
April 2002 after having rendered consulting services to us for a year. She has
also worked in sales with Ekelund & Associates since 1994.

DAVID ANDERSON was appointed a Director in May 2002. Mr. Anderson has
been a private investor and consultant for the last five years since his
retirement from Burlington Northern Railway where he served as Executive Vice
President and CFO. He was previously a Senior Vice President and CFO of Federal
Express Corporation.

RICHARD BERMINGHAM was appointed to our Board of Directors in May 2002.
In 1994, after retiring from 27 years of service with Collins Foods/Sizzler,
including 15 years as President and 7 years as CEO, Mr. Bermingham served as
Vice Chairman of the Board for American Golf Corporation. He currently serves as
a director on the board of California Beach Restaurants, a public restaurant
company, as well as on the boards of a number of other private companies. He has
also served as an active advisor to and/or investor in various start-up
companies.

DEBORAH LAW CROSS has served on our Board of Directors since March 14,
2000. Since 1999, Ms. Cross has been the Director of Contract Services at
HearPO, a division of Sonus Corp. which owns and operates 99 hearing care
centers in the United States and Western Canada. As Director of Contract
Services, Ms. Cross designs, negotiates and implements managed-care contracts.
>From 1996 to 1999, Ms. Cross was an area manager for Sonus, during which she
managed 21 audiology clinics. From 1983 to 1996, Ms. Cross was the owner and
president of Hearing Dynamics, Inc. which owned and operated four audiology
clinics. Ms. Cross sold Hearing Dynamics to Sonus in 1996.

NANCY EVENSEN was appointed to our Board of Directors in May 2002. Ms.
Evensen joined North American Membership Group, a club-based affinity marketing
and publishing company in 1994 as Senior Vice President of Marketing to oversee
all marketing functions. She has served as President and CEO at North American
Membership Group since 1999. Ms. Evensen was previously a Senior Vice President
of Marketing at Nordic Track, after starting her career at Fingerhut and later
moving to CVN Companies, a home shopping and mail order business which was sold
to QVC.

MARGARET LOESCH was appointed to our Board of Directors in May 2002.
Ms. Loesch is currently co-owner and partner in East Carolina Radio Inc. and
East Carolina Radio of Elizabeth City, Inc. which owns and operates a group of
radio stations in eastern North Carolina. From 1998 to 2001, Ms. Loesch was the
founding President and Chief Executive Officer of Crown Media United States
where she headed the building and launching of the U.S. Hallmark Channel, as
well as its predecessor, Odyssey Network. Previously she was President of the
Jim Henson Television Group, Worldwide. From 1990 to 1997, Ms. Loesch was
founding President and CEO, as well as the key architect of FOX Kids Networks,
Worldwide. Ms. Loesch was previously President and CEO of Marvel Productions, a
company she helped build and maneuver through two subsequent ownership changes,
and has served as Executive Vice-President of Hanna-Barbera Productions. She was
also with NBC TV Network as its Director, Children's Programs and with ABC TV
Network, where she held a variety of production positions. Ms. Loesch is a
four-time Emmy Award winner, a George Foster Peabody Award winner, and recipient
of the prestigious Chair Award from the Caucus for Television Producers,
Writers, and Directors. Ms. Loesch is currently Vice-Chairman of the Academy of
Television Arts & Sciences Foundation.

During fiscal year 2001, the Board held one meeting which was attended
by all directors. No director attended fewer than seventy-five percent (75%) of
the aggregate number of meetings held by the Board of Directors and the
committees on which he or she served during 2001. Directors do not receive cash
compensation for their services as directors but are reimbursed for expenses
actually incurred in connection with attending meetings of the Board of
Directors. During fiscal year 2001 and through June 2002, each director received
2,000 restricted shares of our common stock for each quarter of service on the
Board. After July 2002, each director will receive 25,000 options to purchase
our common stock for each year of service on the Board with an exercise price
set at market value on the date of the grant. Directors appointed on or after
May 2002 each also receive 10,000 options to purchase our common stock for
joining the Board. The exercise price for these options was $2.59 on May 13,
2002, the date of the grant. Directors and executive officers are elected
annually. We do not have a nominating committee at this time. The Board of
Directors has a Compensation Committee whose members are David Anderson, Richard
Bermingham, Deborah Law Cross, Nancy Evensen and Margaret Loesch. The
Compensation Committee held no meetings during 2001, and the compensation
function was performed by the full Board of Directors. The Board of Directors
also has an Audit Committee which reviews the results and scope of the audit and
other accounting-related matters. The members of the Audit Committee are
currently David Anderson, Richard Bermingham, Deborah Law Cross, Nancy Evensen
and Margaret Loesch. Deborah Law Cross was the only member of the Audit
Committee prior to the appointment of additional outside directors in May of
2002. The Audit Committee held one meeting during 2001.

AUDIT FEES

The aggregate fees billed by Cacciamatta Accountancy Corporation for
professional services rendered for the audit of the Company's annual financial
statements for the fiscal year ended December 31, 2001, and for the reviews of
the financial statements included in the Company's Quarterly Reports on Form
10-QSB for that fiscal year were $40,525.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION

There were no fees billed by Cacciamatta Accountancy Corporation for
professional services rendered for information technology services relating to
financial information systems design and implementation for the fiscal year
ended December 31, 2001.

ALL OTHER FEES

No fees were billed by Cacciamatta Accountancy Corporation for services
rendered to the Company for the fiscal year ended December 31, 2001, other than
for services described above under "Audit Fees."

AUDIT COMMITTEE CHARTER

Our Board of Directors has adopted a written charter for the Audit
Committee, which established operating guidelines for the Audit Committee
(attached as an Appendix).

AUDIT COMMITTEE REPORT

THE FOLLOWING REPORT OF THE AUDIT COMMITTEE SHALL NOT BE DEEMED TO BE
SOLICITING MATERIAL OR TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF 1934 OR
INCORPORATED BY REFERENCE IN ANY DOCUMENT SO FILED.

AUDIT COMMITTEE REPORT

The Audit Committee has reviewed and discussed our audited financial
statements with our management and has discussed certain required matters with
our independent auditors, in accordance with Statement of Auditing Standards No.
61.

Our independent auditors also provided written documentation to the
Audit Committee, describing all relationships between the auditors and the
Company that might bear on the auditors' independence as required by
Independence Standards Board Standard No. 1. The Audit Committee discussed with
the auditors any relationships that may impact their objectivity and
independence and satisfied itself as to the auditors' independence.

Based on the above-mentioned reviews and discussions with management
and the independent auditors, the Audit Committee recommended to the Board that
our audited financial statements be included in our Annual Report on Form 10-KSB
for the fiscal year ended December 31, 2001. The Audit Committee also
recommended the re-appointment of the independent auditors and the Board
concurred in such recommendation. All members of the Audit Committee are
considered to be "independent directors," as defined in NASDAQ Marketplace Rule
4200.

AUDIT COMMITTEE (as of May 10, 2002)
Deborah Law Cross

COMPLIANCE WITH SECTION 16(a) OF EXCHANGE ACT

Forms 3 and 4 are being filed as follows: (i) a Form 3 filing for
Deborah Law Cross due on March 24, 2000; (ii) a Form 3 filing for Julie Ekelund
due on April 11, 2002; (iii) Form 4s for Klaus Moeller, Michael Meader, Larry
Balaban and Howard Balaban for one transaction each that occurred in June 2001,
for one transaction each that occurred in December 2001 and for three
transactions each that occurred in January 2002; (ii) Form 4s for Klaus Moeller
and Deborah Law Cross for one transaction each that occurred in June 2001 and
for Klaus Moeller for one transaction that occurred in October 2001. No other
person, who, at any time during the year ended December 31, 2001, was a
director, officer or beneficial owner of more than 10 percent of any class of
our equity securities registered pursuant to Section 12 of the Exchange Act
failed to file on a timely basis, as disclosed in Form 3 and 4 filings, reports
required by Section 16(a) of the Exchange Act during the year ended December 31,
2000, or any prior years ended December 31. The foregoing is based solely upon a
review of Form 3 and 4 filings furnished to us during the year ended December
31, 2001, and certain written representations from officers, directors and
shareholders who, to the best of our knowledge, hold 10 percent or more of our
shares.

EXECUTIVE COMPENSATION

Our compensation and benefits program is designed to attract, retain
and motivate employees to operate and manage the Company for the best interests
of its constituents.

Executive compensation is designed to provide incentives for those
senior members of management who bear responsibility for our goals and
achievements. The compensation philosophy is based on a base salary, with
opportunity for significant bonuses to reward outstanding performance and a
stock option program.

DIRECTOR COMPENSATION

Directors do not receive cash compensation for their services as
directors but are reimbursed for expenses actually incurred in connection with
attending meetings of the Board of Directors. During fiscal year 2001 and
through June 2002, each director received 2,000 restricted shares of our common
stock for each quarter of service on the Board. After July 2002, each director
will receive 25,000 options to purchase our common stock for each year of
service on the Board. Directors appointed on or after May 2002 each receive
10,000 options to purchase our common stock for joining the Board. The exercise
price for options is the fair market value on the date of the grant.

EXECUTIVE OFFICER COMPENSATION

The following table sets forth compensation information for services
rendered to us by certain executive officers in all capacities during each of
the prior three fiscal years. Other than as set forth below, no executive
officer's salary and bonus exceeded $100,000 in any of the applicable years. The
following information includes the dollar value of base salaries, bonus awards,
the number of stock options granted and certain other compensation, if any,
whether paid or deferred.

SUMMARY COMPENSATION TABLE*

Annual Compensation Long-Term Compensation
--------------------- -----------------------------------
Awards Payouts
----------------------- -------- All Other
Restricted Securities Compensation
Other Annual Stock Underslying LTIP $
Salary Bonus Compensation Awards Option/SARs Payouts (Car
Name and Position Year $ $ $ $ $ $ Allowance)
- ----------------------- ---- ------------- ----- ------------- ----------- ----------- -------- ------------

Klaus Moeller 2001 150,000(1) 0 0 117,560(1) 200,000 0 5,000
CEO and Interim CFO 2000 150,000(1) 0 0 14,587(1) 137,500 0 0
1999 146,000 0 0 0 0 0 0

Michael Meader 2001 150,000(2) 0 0 42,560(2) 200,000 0 5,000
President, formerly 2000 150,000(2) 0 0 14,587(2) 137,500 0 0
Vice President - 1999 146,000 0 0 0 0 0 0
Distribution and
Executive Vice President

Larry Balaban 2001 150,000(3) 0 0 38,397(3) 200,000 0 5,000
Executive VP of 2000 110,000 0 0 0 237,500 0 0
Marketing and 1999 107,874 0 0 0 75,000 0 0
Production

Howard Balaban 2001 150,000(4) 0 0 38,397(4) 200,000 0 5,000
Executive VP of New 2000 110,000 0 0 0 237,500 0 0
Business Development 1999 113,892 0 0 0 75,000 0 0

* The number of shares and share prices disclosed reflect the reverse
stock split which occurred on April 10, 2001.

(1) During 2001, in response to the Company's limited cash flow, Mr.
Moeller accepted approximately $12,000 of unpaid 2000 salary and
$75,000 of unpaid 2001 salary in the form of shares of common stock
based upon the closing price of the common stock on January 2, 2001,
which was $0.80 (as adjusted for the April 10, 2001 reverse stock
split). Pursuant to this agreement, Mr. Moeller was issued 108,337
shares of stock on June 10, 2001. Mr. Moeller received 23,810 shares on
January 3, 2002, for an additional $15,000 of unpaid 2001 salary and
agreed to accept 47,619 shares in lieu of $30,000 of 2002 salary. These
issuances were at $0.63 per share.

(2) During 2001, in response to the Company's limited cash flow, Mr. Meader
accepted approximately $12,000 of unpaid 2000 salary and $15,000 of
unpaid 2001 salary in the form of shares of common stock based upon the
closing price of the common stock as of January 2, 2001, which was
$0.80 (as adjusted for the April 10, 2001 reverse stock split).
Pursuant to this agreement, Mr. Meader was issued 33,337 shares of
common stock on June 10, 2001. Mr. Meader received 23,810 shares on
January 3, 2002, for an additional $15,000 of unpaid 2001 salary and
agreed to accept 47,619 shares in lieu of $30,000 of 2002 salary. These
issuances were at $0.63 per share.

(3) During 2001, in response to the Company's limited cash flow, Mr. L.
Balaban accepted approximately $15,000 of unpaid 2001 salary in the
form of shares of common stock based upon the closing price of the
common stock as of January 2, 2001, which was $0.80 (as adjusted for
the April 10, 2001 reverse stock split). Pursuant to this agreement,
Mr. L. Balaban was issued 18,750 shares of common stock on June 10,
2001. Mr. L. Balaban received 23,810 shares on January 3, 2002, for an
additional $15,000 of unpaid 2001 salary and agreed to accept 47,619
shares in lieu of $30,000 of 2002 salary. These issuances were at $0.63
per share.

(4) During 2001, in response to the Company's limited cash flow, Mr. H.
Balaban accepted approximately $15,000 of unpaid 2001 salary in the
form of shares of common stock based upon the closing price of the
common stock as of January 2, 2001, which was $0.80 (as adjusted for
the April 10, 2001 reverse stock split). Pursuant to this agreement,
Mr. H. Balaban was issued 18,750 shares of common stock on June 10,
2001. Mr. H. Balaban received 23,810 shares on January 3, 2002, for an
additional $15,000 of unpaid 2001 salary and agreed to accept 47,619
shares in lieu of $30,000 of 2002 salary. These issuances were at $0.63
per share.

The following table sets forth the options granted, if any, to the
persons named in the "Summary Compensation Table" during the Company's fiscal
year ended December 31, 2001.

OPTION/SAR GRANTS IN LAST FISCAL YEAR
(INCLUDES OPTIONS REPRICED IN LAST FISCAL YEAR)*

INDIVIDUAL GRANTS
Number of Percent of Total
Securities Options/SARs
Underlying Granted to
Options/SARs Employees in Fiscal Exercise or Base
Name Granted (#) Year (%) Price ($/SH) Expiration Date
- -------------------- -------------- --------------------- ----------------- -------------------

Klaus Moeller 200,000 21 $0.80 December 31, 2011
Michael Meader 200,000 21 0.80 December 31, 2011
Larry Balaban 200,000 21 0.80 December 31, 2011
Howard Balaban 200,000 21 0.80 December 31, 2011

* The number of shares and share prices disclosed reflect the reverse
stock split which occurred on April 10, 2001.

The following table sets forth information concerning the exercise of
stock options by each person named in the "Summary Compensation Table" during
the Company's fiscal year ended December 31, 2001, and the value of all
exercisable and unexercisable options at December 31, 2001.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES

Number of Securities Underlying Value of Unexercised In-The-Money Options
Unexercised Options at FY-End (#) at FY-End ($) (1)
--------------------------------- -----------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ----------------------- ------------ ------------- ----------- --------------

Klaus Moeller 524,375 0 $0 $0
Michael Meader 524,375 0 0 0
Larry Balaban 524,375 0 0 0
Howard Balaban 524,375 0 0 0

(1) Based on the closing price for our common stock at the close of market
on December 31, 2001. On December 31, 2001, the price of our common
stock was $0.75. The lowest exercise price of any outstanding option at
December 31, 2001 was $0.80.

PRINCIPAL SHAREHOLDERS

The following table sets forth certain information known to us with
respect to the beneficial ownership of common stock as of June 17, 2002 by (i)
each person who is known by us to own beneficially more than 5% of common stock,
(ii) each of our directors and executive officers and (iii) all of our officers
and directors as a group. Except as otherwise listed below, the address of each
person is c/o Genius Products, Inc., 11250 El Camino Real, #100, San Diego,
California 92130.

Shares Beneficially Owned(1)
----------------------------------------
Name and Address of Owner Number Percent(2)
- ------------------------------------------------------ -------------- --------------------

Klaus Moeller, Director, Director Nominee, Chairman of 806,141 (3)(4)(5) 5
the Board, Chief Executive Officer and Interim Chief
Financial Officer
David Anderson, Director and Director Nominee 803,651 (6) 5
Richard Bermingham, Director and Director Nominee 10,000 (6) Less than 1
Deborah L. Cross, Director and Director Nominee 19,500 (7) Less than 1
Nancy Evensen, Director and Director Nominee 10,000 (6) Less than 1
Margaret Loesch, Director and Director Nominee 10,000 (6) Less than 1
Michael Meader, President 716,641 (8) 5
Larry Balaban, Executive Vice President, Director and 616,492 4
Director Nominee
Howard Balaban, Executive Vice President 616,429 4
Julie Ekelund, Executive Vice President 350,731 (9) 2
S G Consulting Inc. 660,000 5

All officers and directors as a group (10 persons) 3,959,585 26

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

(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of common stock
subject to options and warrants currently exercisable or convertible,
or exercisable or convertible within 60 days of June 17, 2002 are
deemed outstanding for computing the percentage of the person holding
such option or warrant but are not deemed outstanding for computing the
percentage of any other person. Except as otherwise noted below, the
persons named in the table have sole voting and investment power with
respect to all shares of common stock beneficially owned.

(2) Percentages based on 15,421,712 shares outstanding which does not
include 1,693,000 shares of common stock issuable upon exercise of
outstanding warrants and 121,500 shares of common stock issuable upon
exercise of outstanding debentures.

(3) Includes 90,000 shares held by Shelly Moeller (as her sole property),
who is the wife of Klaus Moeller. Mr. Moeller disclaims all beneficial
ownership of such shares.

(4) Includes 37,500 shares held by Dorian Lowell as custodian for Tia
Moeller, who is the daughter of Klaus Moeller. Mr. Moeller disclaims
all beneficial ownership of such shares.

(5) Includes 37,500 shares held by Dorian Lowell as custodian for Hayden
Moeller, who is the son of Klaus Moeller. Mr. Moeller disclaims all
beneficial ownership of such shares.

(6) Includes 10,000 options expiring on May 13, 2012, with an exercise
price of $2.59.

(7) Includes 7,500 options expiring on March 14, 2010, with an exercise
price of $0.80.

(8) Includes 25,000 shares held by Suzanne Meader, who is the wife of
Michael Meader. Mr. Meader disclaims all beneficial ownership of such
Shares.

(9) Includes 10,000 options expiring on July 1, 2006, with an exercise
price of $0.80, and 162,000 warrants expiring on April 1, 2007, with an
exercise price of $0.63.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The number of shares and share prices disclosed below reflect the
reverse stock split which occurred on April 10, 2001.

On March 1, 2000, we entered into a Consulting Agreement with Gerald
Edick which included a rescission of a severance letter of October 26, 1999.
Pursuant to the Consulting Agreement, Mr. Edick has irrevocably revoked his
rights to the cash bonus and other benefits under the severance letter. Under
the Consulting Agreement, Mr. Edick received options to purchase 187,500 shares
of our common stock. He was also to be paid $14,500 per month from March 1
through September 30, 2000, in consideration for investor relations and
fundraising services to be performed by him.

Effective January 3, 2002, we entered into new three-year employment
agreements with Klaus Moeller, our Chief Executive Officer, Chairman of the
Board, Interim Chief Financial Officer and a Director and Director Nominee;
Michael Meader, our President and former Executive Vice President -
Distribution; Larry Balaban, our Executive Vice President of Marketing and
Production and a Director and Director Nominee; and Howard Balaban, our
Executive Vice President of New Business Development. Effective April 1, 2002,
we entered into a three-year employment agreement with Julie Ekelund, our
Executive Vice President. Under each employment agreement, the senior executive
is entitled to an annual salary of $150,000 and a grant of options to purchase
up 450,000 shares of common stock which vest one-third each year beginning on
December 31, 2002. The options granted will be exercisable for a period of 10
years at a price equal to $0.63 per share, the market price on the date of
grant. Under these employment agreements, if the senior executive dies or is
terminated without cause (as defined in the employment agreement) during the
first year of the employment agreement, the senior executive will receive
twenty-four months of salary as severance pay. If the senior executive dies or
is terminated without cause during the second year of the employment agreement,
the senior executive will receive eighteen months of salary as severance pay. If
the senior executive dies or is terminated without cause during the third year
of the employment agreement, the senior executive will receive twelve months of
salary as severance pay. Severance pay under these employment agreements is due
and payable in full immediately upon death or termination of the senior
executive. If we were required to make payments under the severance pay
provisions contained in one or more of these employment agreements, such would
have a material adverse effect upon our liquidity and results of operations.

PROPOSAL 2
AUTHORIZATION OF ADDITIONAL SHARES OF COMMON STOCK

Our Articles of Incorporation currently authorize 25,000,000 shares of
common stock (post-reverse stock split of April 10, 2001). An increase in our
authorized shares to 50,000,000 common stock shares needs to be approved by our
shareholders to enable the Board of Directors to obtain access to additional
equity financing necessary to fund general working capital requirements and the
expansion of business operations. We will use these additional shares for other
corporate purposes. We have no current plans to use this increase in stock for
purposes of merger or acquisition.

If the proposed amendment is approved, the additional authorized, but
unissued shares of common stock will be identical in all respects to presently
authorized shares of common stock. The Board of Directors believes that an
increase in the number of authorized shares of common stock is desirable in
order to provide us with shares which will be available for issuance from time
to time, without further action or authorization by the shareholders, as needed
for such proper corporate purposes as may be determined by the Board of
Directors. Such corporate purposes might include, among other things, the
raising of capital funds through private or public offerings, declaration of
stock splits or stock dividends, the issuance of stock under options granted or
to be granted under various stock incentive plans or other benefit plans for our
employees and non-employee directors and the issuance of stock under warrants
granted or to be granted in the future.

It should be noted that the issuance of additional shares of common
stock could have a detrimental effect upon existing holders of our common stock
since such issuance may, among other things, have a dilutive effect on the
earnings per share of common stock and the voting rights of holders of the
common stock. Although authorization of additional shares of common stock is
recommended by the Board of Directors for the reasons stated herein, and not
because of any possible anti-takeover effect, such additional authorization of
shares of common stock could be used by incumbent management to make more
difficult, and thereby discourage, an attempt to acquire control of the Company,
even though our shareholders may deem such an acquisition desirable. For
example, the shares could be privately placed with purchasers who might support
the Board of Directors in opposing a hostile takeover bid. The issuance of new
shares could also be used to dilute the stock ownership and voting power of a
third party seeking to remove the directors, replace incumbent directors,
accomplish certain business combinations or alter, amend or repeal portions of
the Articles of Incorporation.

Under Nevada law, an amendment of Articles of Incorporation to
effectuate a change in the number of shares of the authorized capital stock of a
corporation requires the approval of a majority of the outstanding stock
entitled to vote thereon. The approval of the increase in authorized shares by
the holders of a majority of common stock is currently sought.

The Board of Directors has unanimously approved and recommends that the
shareholders approve the increase to 50,000,000 authorized shares of common
stock.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSAL 2.

PROPOSAL 3
AUTHORIZATION OF PREFERRED STOCK

Our Articles of Incorporation currently do not authorize any Preferred
Stock. Authorization of 10,000,000 shares of Preferred Stock needs to be
approved by our shareholders to enable the Board of Directors to obtain access
to additional equity financing necessary to fund general working capital
requirements and the expansion of business operations. We will use these
additional shares for other corporate purposes. We have no current plans to use
this increase in stock for purposes of merger or acquisition.

It should be noted that the issuance of Preferred Stock could have a
detrimental effect upon existing holders of our common stock, since such
issuance may, among other things, have a dilutive effect on the earnings per
share of common stock.

Under Nevada law, an amendment of Articles of Incorporation to
effectuate a change in the number of shares of the authorized capital stock of a
corporation requires the approval of a majority of the outstanding stock
entitled to vote thereon. The approval of the authorization of preferred stock
by holders of a majority of common stock is currently sought.

The Board of Directors has unanimously approved and recommends that the
shareholders approve the authorization of 10,000,000 shares of Preferred Stock
of the Company.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSAL 3.

PROPOSAL 4
RATIFICATION OF THE COMPANY'S
SECOND AMENDED AND RESTATED 2000 NON-QUALIFIED STOCK OPTION PLAN

On May 25, 2000, the Board of Directors authorized the adoption of the
2000 Non-Qualified Stock Option Plan. This plan was amended on June 12, 2001,
and amended and restated on November 20, 2001 to increase the number of shares
of common stock reserved under the plan for the issuance of options, to remove
the termination date previously set for the plan, to provide certain rights to
optionees in the event of merger, consolidation, tender offer, takeover bid,
sale of substantially all assets or dissolution, and to clarify certain terms of
the plan. The proposal to ratify the Second Amended and Restated 2000
Non-Qualified Stock Option Plan is recommended by the Board of Directors because
the Board considers it to be in the best interests of the Company and its
shareholders. The 2000 Stock Option Plan was designed to serve as an incentive
to directors, officers, and key employees and contractors to focus their
services on achieving superior earnings performance and increasing the value of
the shareholders' proprietary interest in the Company. A maximum of 7,500,000
(post-reverse stock split of April 10, 2001) aggregate shares of common stock
are reserved for issuance under the 2000 Stock Option Plan, representing an

increase from the 1,250,000 shares previously reserved. The 2000 Stock Option
Plan vests broad discretionary power in the Board or a subcommittee of the
Board, including the power to (i) select eligible optionees to be granted stock
options, (ii) set the option exercise price (subject to certain restrictions),
(iii) establish the duration of each option (not to exceed ten years), (iv)
specify the method of exercise, and (v) designate the medium and time of
payment. The 2000 Stock Option Plan does not currently have a termination date.
The issuance of shares of common stock upon the exercise of options granted
under the 2000 Stock Option Plan will dilute the voting power of current
shareholders and may have other dilutive effects. The extent of dilution will
depend on the number of options exercised and difference between the option
exercise price and the market price for the common stock at the time of
exercise.

The foregoing summary of the Second Amended and Restated 2000
Non-Qualified Stock Option Plan is qualified in its entirety by the terms of the
plan, which was filed as an exhibit to our Form 10-KSB, Amendment #1, filed with
the Securities and Exchange Commission on April 30, 2002. The Board of Directors
believes that any effect the 2000 Stock Option Plan will have in diluting the
voting power of current shareholders will be exceeded by the effect of the plan
to attract and retain the services of experienced and knowledgeable directors,
officers, employees and other eligible service-providers who will contribute to
the profitability and value of the current shareholders' holdings in the
Company.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information about the common stock that
may be issued upon the exercise of options, warrants and rights under all of our
existing equity compensation plans as of December 31, 2001.

Number of Securities Remaining
Available for Future Issuance
Number of Securities To Weighted-Average under Equity Compensation
Be Issued upon Exercise Exercise Price of Plans (Excluding Securities
of Outstanding Options, Outstanding Options, Reflected in the Second
Plan Category Warrants and Rights(1) Warrants and Rights(2) Column) (3)
- -------------------------- ------------------------- ----------------------- --------------------------------

Equity Compensation
Plans Approved by 2,093,385 $1.47 6,452,500
Shareholders

Equity Compensation None None
Plans Not Approved by
Shareholders

(1) 1,045,885 shares issuable upon exercise of outstanding options granted
under the 1997 Stock Option Plan and 1,047,500 shares issuable upon
exercise of outstanding options granted under the 2000 Stock Option
Plan prior to the November 12, 2001 amendment increasing the options
available under the 2000 plan from 1,250,000 options to 7,500,000
options.
(2) Option exercise prices range from $0.80 to $13.60.
(3) Reflects shares issuable upon exercise of options issued and issuable
under the Second 2000 Amended and Restated 2000 Non-Qualified Stock
Option Plan.

The Board of Directors has unanimously approved and recommends that the
shareholders authorize and ratify the Second Amended and Restated 2000
Non-Qualified Stock Option Plan.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSAL 4.

PROPOSAL 5
RATIFICATION OF SELECTION OF AUDITORS

The Board of Directors has authorized the firm of Cacciamatta
Accountancy Corporation, independent certified public accountants, to serve as
independent auditors for the fiscal year ended December 31, 2002. A
representative of Cacciamatta Accountancy Corporation is expected to be present
at the Annual Meeting with the opportunity to make a statement and to be
available to respond to appropriate questions.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSAL 5.

The Board of Directors does not know of any other matters which may
come before the Annual Meeting. However, if any other matter shall properly come
before the Annual Meeting, the proxy holders named in the proxy accompanying
this statement will have discretionary authority to vote all proxies in
accordance with their best judgment.

SHAREHOLDER PROPOSALS FOR THE 2003 ANNUAL MEETING

Any shareholder who wishes to present a proposal for consideration at
the annual meeting of shareholders to be held in 2003 must submit such proposal
in accordance with the rules promulgated by the Securities and Exchange
Commission. In order for a proposal to be included in our proxy materials
relating to the 2003 Annual Meeting of Shareholders, the shareholder must submit
such proposal in writing to us so that it is received no later than January 10,
2003. Any shareholder proposal submitted with respect to our 2003 Annual Meeting
of Shareholders which proposal is received by us after April 6, 2003, will be
considered untimely for purposes of Rule 14a-4 and 14a-5 under the Exchange Act,
and we may vote against such proposal using our discretionary voting authority
as authorized by proxy.

ANNUAL REPORT TO SHAREHOLDERS

Our Annual Report for the fiscal year ended December 31, 2001, is being
mailed to shareholders along with this Proxy Statement. The Annual Report is not
to be considered part of the soliciting material.

By Order of the Board of Directors

/S/ KLAUS MOELLER
-------------------------------------------
San Diego, California Klaus Moeller, Chairman of the Board,
June 17, 2002 Chief Executive Officer and Interim
Chief Financial Officer

APPENDIX

GENIUS PRODUCTS, INC.
AUDIT COMMITTEE CHARTER

The Audit Committee ("Committee") is a committee of the Board of
Directors (the "Board") of Genius Products, Inc. (the "Company"). Its primary
function is to assist the Board in fulfilling the Board's oversight
responsibilities by reviewing (1) financial information that will be provided to
the shareholders and others, (2) systems of internal controls established by
management and the Board and (3) the audit process.

At the time the Company has securities listed on a national exchange
and is a small business filer reporting under Regulation S-B promulgated by the
Securities and Exchange Commission ("SEC"), the Committee will be made up of at
least two (2) members, a majority of which will be independent directors as
defined by the rules of Nasdaq. Committee members shall be appointed by, and
shall serve at the pleasure of, the Board.

The Committee is expected to fulfill the following responsibilities:

General
- -------

1. Provide an open avenue of communication between the outside auditor and
the Board.

2. Consider and review, with the outside auditor, the adequacy of the
Company's internal controls including computerized information system
controls and security.

3. Inquire of management and the outside auditor about significant risks
or exposures and assess the steps management has taken to minimize such
risk to the Company.

4. Prepare a letter for inclusion in the annual report that describes the
Committee's composition and responsibilities, and how they were
discharged.

Oversight of the Outside Auditor
- --------------------------------

5. Make recommendations to the Board with regard to the nomination,
review, compensation and discharge of the outside auditors. The outside
auditor will be ultimately accountable to the Committee and the Board.

6. Make recommendations to the Board with regard to appropriate action to
be taken to oversee the independence of the outside auditor.

7. Ensure its receipt from the outside auditor of a formal written
statement delineating all relationships between the outside auditor and
the Company and actively discuss with the outside auditor any disclosed
relationships or services that may impact the objectivity and
independence of the outside auditor.

Annual Audit and Interim Statements
- -----------------------------------

8. Consider, in consultation with the outside auditor, the audit scope and
plan of the outside auditor.

9. Consider, with management and the outside auditor, the rationale for
employing audit firms other than the principal outside auditor.

10. Review, with the outside auditor, the coordination of audit efforts to
ensure completeness of coverage, reduction of redundant efforts and the
effective use of audit resources.

11. Review, with management and the outside auditor, at the completion of
the annual audit:

(a) The Company's annual financial statements and related
footnotes.
(b) The outside auditor's audit of the financial statements and
report thereon.
(c) Any significant changes required in the outside auditor's
audit plan.
(d) Any serious difficulties or disputes with management
encountered during the course of the audit.
(e) Other matters related to the conduct of the audit that are to
be communicated to the Committee under generally accepted
auditing standards.

12. Review with management and the outside auditor interim financial
statements before they are filed with the SEC or other regulators.

The Committee shall have the power to conduct or authorize
investigations into any matters within the Committee's scope of
responsibilities. The Committee shall be empowered to retain independent
counsel, accountants or others to assist it in the conduct of any
investigation.

The Committee shall meet at least four (4) times per year or more
frequently as circumstances require. The Committee may ask members of
management or others to attend the meeting and provide pertinent information,
as necessary. The Committee will review and reassess the adequacy of this
charter annually.

The Committee will perform such other functions as assigned by law, the
Company's certificate of incorporation or bylaws, or the Board. The duties and
responsibilities of a Committee member are in addition to those duties set out
for a member of the Board.

Dated: January 3, 2002 /s/ Klaus Moeller
---------------------------------------
Klaus Moeller, Chief Executive Officer