Genius Products, Inc., incorporated on January 8, 1996, is an entertainment company that produces, publishes, licenses and distributes films, videos and music on digital versatile discs (DVDs), universal mini discs and compact discs (CDs) under a variety of branded and non-branded names. The Company's products are sold at traditional, direct response, mail order and Internet retailers throughout the United States and, to a lesser extent, internationally. Genius Products sells its own content, licenses content from third parties, and distributes content for third parties for a fee. The Company has United States home video distribution rights to selected films. On March 21, 2005, Genius Products acquired American Vantage Media Corporation (AVMC). On December 31, 2005, the Company sold all of its rights, title and interest in and to its Baby Genius, Kid Genius, Little Tikes and Wee Worship lines of business. On December 5, 2005, Genius Products entered into a master contribution agreement with The Weinstein Company LLC (TWC) in connection with the formation of a new venture to exploit the United States home video distribution rights to feature film and direct-to-video releases owned or controlled by TWC. Digital Versatile Disc (DVD) Products Genius Products primarily sells and distributes entertainment products in the categories of theatrical new releases (The Weinstein Company titles); independent Films, both theatrical and direct-to-video (Wellspring); classic content (TV Guide/movie classics/legend films); family-oriented content (Brandissimo!); and genre content, primarily horror, comedies, action, special interest, and health and wellness (Liberation Entertainment). The Company sells its owned and licensed products in retail outlets nationwide under the brands AMC, TV Guide, Sundance Channel Home Entertainment, Bazooka, National Lampoon, Baby Genius and Wellspring. The Company's acquisition of AVMC and its Wellspring library gives it a substantial library of 700 feature films and documentaries. Genius Products has licensed the rights to distribute DVDs for the Legend and Liberation Entertainment film libraries. Each of these content suppliers have film and television libraries that include family classics, horror and cult classics, musical performances and television series. Compact Disc (CD) and Other Products Genius Products distributes a line of musical CDs that comes in three series: classical, instrumental and vocal. As of December 31, 2005, the Company distributes 23 titles from the Baby Genius music catalog. The CDs are sold individually, in two-packs and in three-packs. During the year ended December 31, 2003, Genius Products introduced the first two Kid Genius titles. While Baby Genius products are developed for children up to the age of three, Kid Genius music is targeted for children ages three to seven. In 2003, the Company also introduced the Wee Worship branded line of Christian music for children. Genius Products has eight titles in this line. The Company has focused on developing, producing and acquiring the music rights to children's entertainment and toy brands. In addition to developing its own Genius brand name products, Genius Products has obtained licenses for the audio and/or video rights for third-party properties. Since 2003, the Company has introduced many licensed music properties, including My Little Pony, Tonka, Jay Jay the Jetplane, Guess How Much I Love You, Rainbow Fish, Curious George, Paddington Bear, Raggedy Ann and Andy, The Snowman and Spot. Genius Products competes Disney, Fox, Paramount, Sony, Time Warner, Lionsgate, Kid Rhino, Madacy, Music for Little People, St. Clair, Direct Source, Twin Sisters, Great American Audio, Razor & Tie, HIT Entertainment and PBS Home Video.

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