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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 20, 2000
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------
FORM 10-QSB
--------------------------------
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _______________ to _______________
Commission file number 000-27915
GENIUS PRODUCTS, INC.
A NEVADA CORPORATION
(Name of small business issuer as specified in its charter)
NEVADA 33-0852923
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
11250 EL CAMINO REAL #100
SAN DIEGO, CA 92127
(Address of principal executive officers)
(858) 793-8840
(Issuer's telephone number)
NOT APPLICABLE
(Former name, former address and former fiscal year,
if changed since last report)
Check where the issuer (1) filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
There were 15,190,975 shares outstanding of the registrant's Common Stock as of
November 15, 2000.
Transitional small business disclosure format (check one): Yes [ ] No [X]
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GENIUS PRODUCTS, INC.
INDEX
PAGE
PART I Financial Information 3
Item 1 Financial Statements 3
Condensed Consolidated Balance Sheet at September 30, 2000
(unaudited) 3
Condensed Consolidated Statements of Operations
For the Nine Months Ended September 30, 2000
and September 30, 1999 (unaudited) 4
Condensed Consolidated Statements of Operations
For the Three Months Ended September 30, 2000
and September 30, 1999 (unaudited) 5
Condensed Consolidated Statements of Cash Flow
For the Nine Months Ended September 30, 2000
and September 30, 1999 (unaudited) 6
Notes to Condensed Consolidated Financial Statements (unaudited) 7
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
PART II Other Information 9
Item 1 Legal Proceedings 9
Item 2 Changes in Securities and Use of Proceeds 9
Item 3 Defaults Upon Senior Securities 10
Item 4 Submission of Matters to a Vote of Security Holders 10
Item 5 Other Information 10
Item 6 Exhibits and Reports on Form 8-K 10
SIGNATURES 11
2
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)
SEPTEMBER 30, 2000
------------------
ASSETS
Current assets:
Cash and equivalents $ 30,707
Accounts receivable, net of allowance for
doubtful accounts and sales returns of $56,220 182,248
Inventories 222,826
Other current assets 31,702
--------------
Total current assets 467,483
Property and equipment, net of accumulated depreciation
of $49,879 92,620
Production masters, net of accumulated amortization
of $154,907 218,124
Patents and trademarks, net of accumulated
amortization of $4,919 29,385
Deposits and other 75,913
--------------
$ 883,525
==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Loans from shareholders $ 46,667
Accounts payable 310,330
Accrued payroll and related expenses 113,949
Accrued other expenses 122,389
--------------
Total current liabilities 593,335
Redeemable common stock 461,260
Commitments and contingencies -
Stockholders' equity:
Common stock, $.001 par value; 25,000,000 shares
authorized: 14,410,975 shares outstanding 14,410
Additional paid-in capital 6,499,531
Unamortized Stock Options (6,275)
Stock subscriptions receivable (86,000)
Accumulated deficit (6,592,736)
--------------
Total stockholders' equity (171,070)
--------------
$ 883,525
==============
3
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GENIUS PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30,
-----------------------------------
2000 1999
--------------- ---------------
Revenues:
Music $ 638,731 $ 765,793
Licensing 37,500 -
Jewelry/Other 436,656 683,822
--------------- ---------------
Total revenues 1,112,887 1,449,615
--------------- ---------------
Costs and expenses:
Cost of sales:
Music 231,101 182,044
Licensing 11,250 -
Jewelry/Other 350,070 659,274
Sales and marketing 457,723 756,449
Infomercial - -
Product and web development 346,142 184,914
General and administrative 1,351,520 1,098,981
--------------- ---------------
Total costs and expenses 2,747,806 2,881,662
--------------- ---------------
Loss from operations (1,634,919) (1,432,047)
Gain on disposal 70 -
Interest expense (16,976) (19,819)
--------------- ---------------
Loss before provision for income taxes (1,651,825) (1,451,866)
Provision for income taxes (800) (800)
--------------- ---------------
Net loss $ (1,652,625) $ (1,452,666)
=============== ===============
Basic and diluted loss per common share:
Net loss per share $ (0.14) $ (0.15)
=============== ===============
Basic and diluted weighted average shares 12,241,060 9,384,046
=============== ===============
4
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GENIUS PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED SEPTEMBER 30,
------------------------------
2000 1999
------------- -------------
Revenues:
Music $ 79,146 $ 373,630
Licensing - -
Jewelry/Other 186,451 318,181
------------- -------------
Total revenues 265,597 691,811
------------- -------------
Costs and expenses:
Cost of sales:
Music 23,890 88,672
Licensing - -
Jewelry/Other 165,608 305,454
Sales and marketing 53,360 377,123
Product and web development 93,251 57,862
General and administrative 420,633 455,293
------------- -------------
Total costs and expenses 756,742 1,284,404
------------- -------------
Loss from operations (491,145) (592,593)
Gain on disposal - -
Interest expense (11,505) (6,911)
------------- -------------
Loss before provision for income taxes (502,650) (599,504)
Provision for income taxes - -
------------- -------------
Net loss (502,650) (599,504)
============= =============
Basic and diluted loss per common share:
Net loss per share (0.04) (0.06)
============= =============
Basic and diluted weighted average shares 11,998,884 10,055,715
============= =============
5
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<TABLE>
GENIUS PRODUCTS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
----------------------------------
2000 1999
--------------- ---------------
<S> <C> <C>
Cash flows from operating activities
Net loss $ (1,652,625) $ (1,452,666)
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation and amortization 80,395 49,300
Common stock issued for services 153,508 222,781
Stock option costs 13,624
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable 390,145 (314,335)
Inventories (47,679) (6,342)
Deposits and other (38,295) 86,056
Increase (decrease) in:
Accounts payable (244,172) (248,191)
Accrued payroll and other expenses 110,685 228,951
--------------- ---------------
Net cash used by operating activities (1,234,414) (1,434,446)
--------------- ---------------
Cash flows from investing activities
Patents and trademarks (11,969) (4,875)
Development of production masters - (296,107)
Purchase of property and equipment (6,393) (81,888)
--------------- ---------------
Net cash used in investing activities (18,362) (382,870)
--------------- ---------------
Cash flows from financing activities:
Payments on notes payable (1,000) -
Borrowings of notes payable 265,000
Proceeds from issuance of common stock 810,100 1,759,087
Exercise of stock options 163,750 -
--------------- ---------------
Net cash provided by financing activities 1,237,850 1,759,087
--------------- ---------------
Net (decrease) increase in cash and equivalents (14,926) (58,229)
Cash at beginning of period 45,633 121,157
--------------- ---------------
Cash at end of period $ 30,707 $ 62,928
=============== ===============
Non-cash investing and financing activities:
Repayment of loans by issuance
of common stock $ 317,400 $ -
=============== ===============
</TABLE>
6
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GENIUS PRODUCTS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE A : BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
of Genius Products, Inc. have been prepared by the Company pursuant to the rules
and regulations of the Securities and Exchange Commission.
The information furnished herein reflects all adjustments, consisting
of only normal recurring accruals and adjustments which are, in the opinion of
management, necessary to fairly state the operating results for the respective
periods. Certain information and footnote disclosures normally included in
annual financial statements prepared in accordance with generally accepted
accounting principles have been omitted pursuant to such rules and regulations.
The notes to the condensed financial statements should be read in conjunction
with the notes to the consolidated financial statements contained in the
Company's Form 10-KSB for the year ended December 31, 1999. Company management
believes that the disclosures are sufficient for interim financial reporting
purposes.
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THE FOLLOWING DISCUSSION OF OUR FINANCIAL CONDITION AND RESULTS OF
OPERATIONS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND NOTE
A TO THE FINANCIAL STATEMENTS INCLUDED ABOVE. THIS DISCUSSION CONTAINS
FORWARD-LOOKING STATEMENTS THAT RELATE TO FUTURE EVENTS OR THE COMPANY'S FUTURE
FINANCIAL PERFORMANCE AND INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND
OTHER FACTORS THAT MAY CAUSE THE COMPANY'S OR THE INDUSTRY'S ACTUAL RESULTS,
LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM
ANY FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR
IMPLIED BY THESE FORWARD-LOOKING STATEMENTS.
The three and nine months ended September 30, 2000.
Revenues consist primarily of music (Baby Genius) product sales to
wholesale customers and via the internet to retail customers, and charges to
customers for shipping and handling, net of product returns and discounts.
Commencing the quarter ended June 30, 2000 the company recognized royalty
revenue related to licensing the Baby Genius trademark. In addition, revenues
include sales of jewelry products, net of returns.
Total revenues decreased by 62% ($426,214) to $265,597 for the three
months ended September 30, 2000 from $691,811 for the three months ended
September 30, 1999. Total revenues decreased 23% ($336,728) to $1,112,887 for
the nine months ended September 30, 2000 from $1,449,615 for the nine months
ended September 30,1999.
Music sales decreased by 79% ($294,484) to $79,146 for the three months
ended September 30, 2000 from $373,630 for the three months ended September 30,
1999. Music sales decreased 16% ($127,062) to $638,731 for the nine months ended
September 30, 2000 from $765,793 for the nine months ended September 30, 1999.
Reasons for the decrease in music sales included the fact that orders for the
holiday season that were expected in the third quarter of 2000 were received in
the fourth quarter 2000. The company also introduced new art work and packaging
in the third quarter of 2000 across the entire Baby Genius product line and
purchase orders were deferred pending completion of the change-over. Sales from
our web site were $9,023 and $131,552 for the three and nine months ending
September 30, 2000. There were no significant sales from our web site for the
three and nine months ended September 30, 1999. In the nine months ended
September 30, 2000 the company recognized licensing revenues of $37,500 relating
to the granting of a master toy license under our Baby Genius licensing program.
There were no licensing revenues for the nine months ended September 30, 1999.
Jewelry and other sales decreased 41% ($131,730) to $186,451
7
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for the three months ended September 30, 2000 from $318,181 for the three months
ended September 30, 1999. Jewelry and other sales decreased 36% ($247,166) to
$436,656 for the nine months ended September 30, 2000 from $683,822 for the nine
months ended September 30, 1999. For both periods the reduction in sales was as
a result of reduced marketing efforts as management focused on developing the
music business.
Cost of sales consist primarily of the costs of products sold to
customers, packaging and shipping costs and commissions relating to licensing
revenues. Cost of sales for music products was 30% of music sales ($23,890) and
36% of music sales ($231,101) for the three and nine months ended September 30,
2000 compared to 24% ($88,672) and 24% ($182,044) for the same periods in 1999.
The resulting decrease in profit margin to 70% for the three months ended
September 30, 2000 from 76% for the three months ended September 30, 1999 and
the decrease to 64% for the nine months ended September 30, 2000 from 76% for
the nine months ended September 30, 1999, was due to special promotional offers
to customers purchasing from our web site and the lowering of our retail sales
price. Cost of sales for jewelry products and other sales was 89% ($165,608) of
related sales and 80% ($350,070) of related sales for the three and nine months
ended September 30, 2000 respectively, compared to 96% ($305,454) and 96%
($659,274) for the same periods in 1999.
Sales and marketing expense consist of costs for consultants, marketing
personnel and promotional activities. Sales and marketing expenses decreased by
86% ($323,763) to $53,360 for the three months ended September 30, 2000 from
$377,123 for the three months ended September 30, 1999. Sales and marketing
expenses decreased by 39% ($298,726) to $457,723 for the nine months ended
September 30, 2000 from $756,449 for the nine months ended September 30, 1999.
These decreases are as a result of the company declining to renew its contract
with our spokesperson and as well declining to retain consultants engaged in
prior periods.
Infomercial expenses of $53,750 incurred in the nine months ended
September 30, 1999 related to costs for the Astrology Network product line,
which was discontinued in March 1999.
Product and web development expenses consist of personnel, consultants
and services in the development of the Baby Genius web site and product line.
Product and web development costs increased by 61% ($35,389) to $93,251 for the
three months ended September 30, 2000 from $57,862 for the three months ended
September 30, 1999. Product and web development costs increased by 87%
($161,228) to $346,142 for the nine months ended September 30, 2000 from
$184,914 for the nine months ended September 30, 1999. The increase was
primarily due to expenses in the development of the Baby Genius web site and
product line.
General and administrative expenses consist of payroll and related
costs for executive and administrative personnel, professional services and
other general corporate expenses. General and administrative expenses decreased
by 8% ($34,660) to $420,633 from $455,293 for the three months ended September
30, 2000. This decrease was primarily due to the company conserving funds.
General and administrative expenses increased by 23% ($252,539) to $1,351,520
for the nine months ended September 30, 2000 from $1,098,981 for the nine months
ended September 30, 1999. This increase was due to a rise in personnel costs and
audit, accounting, legal and professional fees related to audited financial
statements for 1999, preparation and filing of our Form 10- KSB and other
filings with the Securities and Exchange Commission, and services related to
fund raising activities.
Interest expense consists of costs related to short-term loans.
Interest expense increased by 66% ($4,594) to $11,505 for the three months ended
September 30, 2000 from $6,911 for the three months ended September 30, 1999.
This increase reflects an increase in short-term debt for the quarter
subsequently converted into equity. Interest expense decreased by 14% ($2,843)
to $16,976 for the nine months ended September 30, 2000 from $19,819 for the
nine months ended September 30, 1999. The decrease in the nine month period
reflects a general decrease in short-term loans over the same period in 1999.
8
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LIQUIDITY AND CAPITAL RESOURCES
During the nine months ended September 30, 2000 we obtained financing
through a private placement offering, the exercise of stock options and the
issuance of short-term convertible debt. In the private placement offering the
company issued 1,876,667 shares at a price of $0.50 per share, and raised cash
proceeds of $810,100 net of finders' fees, legal costs and shares issued in
payment of a company loan of $52,400 owed to an investor in the private
placement. In addition the company raised $163,750 from the exercise of stock
options and $265,000 from the issuance of short-term convertible debt.
Net cash used in operating activities was $1,234,414 and $1,434,446 for
the nine months ended September 30, 2000 and September 30, 1999 respectively.
Net operating cash flows for the nine months ended September 30, 2000 were
primarily attributable to operating losses of $1,652,625 and a decrease in
accounts payable of $244,172. This was partially offset by a decrease in
accounts receivable of $390,145, non-cash charges for depreciation and
amortization and stock issued for services. Net operating cash flows for the
nine months ended September 30, 1999 were primarily attributable to operating
losses of $1,452,666, and a decrease in accounts payable of $248,191. This was
partially offset by a decrease in accounts receivable of $314,335 and non-cash
charges for depreciation and amortization and stock issued for services.
Net cash used in investing activities was $18,362 and $382,870 for the
nine months ended September 30, 2000 and September 30, 1999 respectively. Cash
used in investing activities for the nine months ended September 30, 2000 was
attributable to the purchase of property and equipment ($6,393) and filing trade
marks ($11,969) in respect of the Baby Genius product line. Cash used in
investing activities for the nine months ended September 30, 1999 was
attributable to the purchase of new office and computer equipment ($81,888) and
the development of Baby Genius production masters ($296,107) to extend our range
of titles.
Net cash provided by financing activities was $1,237,850 and $1,759,087
for the nine months ended September 30, 2000 and September 30, 1999
respectively. For both periods cash provided by financing activities was
primarily attributable to proceeds from the issuance of common stock through
private placement offerings.
PART II--OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
During the period from October 1, 2000 through the date of this filing,
we issued a total of 780,000 shares, of which (a) 100,000 shares registered
pursuant to the company's Form S-8 in connection with the company's Genius
Products, Inc. 2000 Non-Qualified Stock Option Plan (the "Plan"), were sold to a
consultant for services to the company upon exercise of certain options for
$0.20 per share for total net proceeds of $20,000, payable pursuant to a
promissory note, (b) 30,000 shares registered pursuant to the company's Form S-8
and the Plan, were sold to a consultant for services to the company upon
exercise of certain options for $0.18 per share, on a cashless basis, and in
consideration of the surrender of additional options for shares the aggregate
market price for which equaled the aggregate consideration of the exercise price
of the options exercised for the shares issued plus those surrendered, and (c)
650,000 restricted shares were issued at a price of $0.25 per share for net
proceeds of $162,500, to accredited investors pursuant to a private placement
under Regulation D of the 1933 Securities Act, as amended. All proceeds were
used for working capital purposes.
As part of the company's policy of saving cash by paying partners,
outside service providers and consultants in options or other convertible
securities, during the period from October 1, 2000 through the date of this
filing, we granted options to a third party service provider to purchase 30,000
restricted shares at an exercise price of $0.20 per share for services to be
rendered. The right to exercise the option vested on the date of grant and
expires after one year. Under the agreement with the service provider, she will
be entitled to receive options to acquire up to maximum of 600,000 free trading
shares subject to meeting certain performance targets to be measured by the
market price of the company's common stock.
9
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-B
Exhibit No. Description
----------- -----------
2.1 Agreement and Plan of Reorganization with Salutations, Inc., and
related exhibits and consents*
3.1 Articles of Incorporation, as amended*
3.2.1 Bylaws, as amended*
3.2.2 Bylaws, as amended on April 20, 2000****
4.2 Shareholders Agreement with Minnesota Communications Group, and
related exhibits and schedules*
4.3 Convertible Debenture with Russ Karlen*
4.4 Convertible Debenture with Steve Livingston*
4.5 Option Agreement to Purchase Common Stock with Kevin Harrington
Enterprises, Inc.*
4.6 Option agreement to Purchase Common Stock with Tim Harrington*
4.7 Form of Stock Option Agreement with Employees*
4.8 Specimen Certificate for Common Stock***
10.1 License Agreement with Minnesota Communications Group*
10.2 License Agreement with Minnesota Public Radio*
10.3 Spokesperson Agreement for Deidre Hall with Panache, Inc., and
related exhibits and addendum thereto*
10.4 Sublease with Torrey Hills Corporate Center, and related
exhibits*
10.5 Fulfillment Services Agreement with Professional Marketing
Associates, Inc.*
10.6 Letter Agreement with Lido Group*
10.7 International Marketing and Distribution Agreement with HSND,
and amendment and addendum thereto*
10.8 Non-Qualified Stock Option Plan*
10.9 Senior Executive Employment Agreement with Klaus Moeller*
10.10 Change of Control Executive Employment Agreement with Klaus
Moeller*
10.11 Senior Executive Employment Agreement with Dorian Lowell*
10.12 Change of Control of Executive Employment Agreement with Dorian
Lowell*
10.13 Senior Executive Employment Agreement with Michael Meader*
10.14 Change of Control of Executive Employment Agreement with Michael
Meader*
10.15 Executive Employment Agreement with Larry Balaban*
10.16 Change of Control of Executive Employment Agreement with Larry
Balaban*
10.17 Executive Employment Agreement with Howard Balaban*
10.18 Change of Control of Executive Employment Agreement with Howard
Balaban*
10.19 Executive Employment Agreement with Vinko Kovac*
10.20 Change of Control of Executive Employment Agreement with Vinko
Kovac*
10
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Exhibit No. Description
----------- -----------
10.21 License Agreement with Sasha St. Clair*
10.22 Letter Agreement with Gerald Edick*
10.23 Form of License Agreement with Naxos of America, Inc.*
10.24 Financial Public Relations Letter of Agreement with Porter,
LeVay & Rose, Inc.**
10.25 License Agreement with Boomerang Marketing, Inc/*
10.26 Service(s) Agreement with Cost Care, Inc. (dba Unicare Managed
Care Services)**
10.27 Executive Employment Agreement with Alison Elliott***
10.28 Change of Control Agreement with Alison Elliott***
10.29 Consulting Agreement with Gerald Edick***
10.30 Production Agreement with Richard Perry*****
10.31 Representation Agreement with Global Icons*****
10.32 Consulting Agreement with Johnny Drummond+
10.33 Stock Option Agreement with Klaus Moeller+
10.34 Stock Option Agreement with Dorian Lowell+
10.35 Stock Option Agreement with Michael Meader+
10.36 Stock Option Agreement with Larry Balaban+
10.37 Stock Option Agreement with Howard Balaban+
10.38 Stock Option Agreement with Alison Elliott+
27 Financial Data Schedule
------------------
* Incorporated by reference from the exhibits included with the Company's
Registration Statement (No. 000-27915) on Form 10-SB filed with the SEC
on November 2, 1999.
** Incorporated by reference from the exhibits included with the Company's
Registration Statement (No. 000-27915), Amendment No. 1, on Form 10-SB
filed with the SEC on December 17, 1999.
*** Incorporated by reference from the exhibits included with the Company's
Form 10-KSB (No. 000-27915) filed with the SEC on April 14, 2000.
**** Incorporated by reference from the exhibits included with the Company's
Form 10-KSB (No. 000-27915), Amendment No. 1, filed with the SEC on May
1, 2000.
***** Incorporated by reference from the exhibits included with the Company's
Form 10-QSB (No. 000-27915), Amendment No. 1, filed with the SEC on May
18, 2000.
+ Incorporated by reference from the exhibits included with the Company's
Form 10-QSB (No. 000-27915), filed with the SEC on August 14, 2000.
(b) REPORTS ON FORM 8-K
None filed by the Company during the third quarter of the fiscal year
ending on December 31, 2000.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
GENIUS PRODUCTS, INC.,
a Nevada Corporation
November 20, 2000 By: /s/ Klaus Moeller
------------------------------------
Klaus Moeller, CEO and Interim CFO
11
