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

                                  FORM 10-KSB/A

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

                  For the fiscal year ended: September 30, 2003

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

          For The Transition Period from ___________ to _______________

                        Commission File Number: 000-28459

                               GENIO GROUP, INC.

                 (Name of small business issuer in its charter)

          Delaware                                               22-3360133
--------------------------------                             -------------------
(State or other jurisdiction of                                (I.R.S Employer
 incorporation or organization)                              Identification No.)

1120 Avenue of the Americas, Suite 4020, New York, NY              10036
-----------------------------------------------------            ----------
  (Address of principal executive offices)                       (Zip Code)


       Registrant's telephone number, including area code: (212) 626-6702

         Securities registered under Section 12 (b) of the Exchange Act:

Title of each class                Name of each exchange on which registered
-------------------                -----------------------------------------
       None

        Securities registered under Section 12 (g) of the Exchange Act:

                         Common Stock, $.0001 par value
                         ------------------------------
                                (Title of class)

Check  whether 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 |_|

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  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-KSB
or any amendment to this Form 10-KSB. |_|

State issuer's revenues for its most recent fiscal year. $1,292,352


<PAGE>

As of December 22, 2003, the aggregate  value of the issuer's  voting stock held
by  non-affiliates  was $16,824,544  (computed by multiplying the average of the
bid and asked on that date by the  number  of  shares  of common  stock  held by
persons other than  officers,  directors or by record  holders of 10% or more of
the registrant's  outstanding common stock. This  characterization  of officers,
directors  and 10% or more  beneficial  owners as  affiliates is for purposes of
computation  only and is not an admission  for any purposes that such people are
affiliates of the registrant).

     (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Check  whether the issuer has filed all  documents  and  reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes |_| No |_|

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

As of December 22, 2003, there were 26,238,918 shares of the registrant's common
stock, $.0001 par value, issued and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

Document                                                   Form 10-KSB Reference
--------                                                   ---------------------

None

Transitional Small Business Disclosure Format (Check one):   Yes |_| No |X|


EXPLANATORY NOTE

Genio  Group,  Inc.  (the  "Company")  is filing  this  Amendment  No. 1 on Form
10-KSB/A  to amend its Annual  Report on Form  10-KSB for the fiscal  year ended
September  30, 2003,  as filed with the  Securities  and Exchange  Commission on
January 13, 2004 (the "Original Filing"). The purpose of this Amendment No. 1 is
to (i) make certain amendments to Items 4, 5 and 6 of the Original Filing,  (ii)
amend in their  entirety  Items 9, 10, 11, 12 and 13 of the Original  Filing and
(iii) make  certain  clarifications  to the  information  presented  in Notes to
Financial  Statements in the Original Filing. In addition,  this Amendment No. 1
deletes  references  to  authorized  shares of preferred  stock in our financial
statements.  Although our balance sheet and statement of changes in stockholders
equity indicated that the Company has authorized  preferred stock,  upon further
investigation  we have  determined that we do not have shares of preferred stock
authorized pursuant to our Articles of Incorportion.  Therefore, such references
have been removed from the financial  statements.  This Amendment No. 1 does not
otherwise  update  information in the Original Filing to reflect facts or events
occurring subsequent to the date of the Original Filing.


                                      -ii-


<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

                                     PART I

Item 1.  Description of Business ...........................................  2
Item 2.  Description of Property............................................  6
Item 3.  Legal Proceedings..................................................  6
Item 4.  Submission of Matters to a Vote of Security Holders................  6

                                   PART II

Item 5.  Market for Common Equity and Related Stockholder Matters...........  7
Item 6.  Management's Discussion and Analysis of Financial Condition and
           Results of Operations............................................  9
Item 7.  Financial Statements............................................... 18
Item 8.  Changes in and Disagreements with Accountants on Accounting and
           Financial Disclosure............................................. 19
Item 8A. Controls and Procedures............................................ 19

                                  PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
           Compliance with Section 16(A) of the Exchange Act................ 20
Item 10. Executive Compensation............................................. 22
Item 11. Security Ownership of Certain Beneficial Owners.................... 25
Item 12. Certain Relationships and Related Transactions..................... 26
Item 13. Exhibits and Reports on Form 8-K................................... 26
Item 14. Principal Accountants Fees and Services............................ 30


                                     -iii-


<PAGE>


INTRODUCTORY COMMENT

Throughout  this Annual  Report on Form  10-KSB,  the terms  "we," "us,"  "our,"
"Genio" and "our company"  refer to Genio Group,  Inc., a Delaware  corporation,
and, unless the context  indicates  otherwise,  includes our direct and indirect
wholly-owned subsidiaries,  Genio Inc. (formerly Tele-V, Inc.), Genio Cards LLC,
Tele-V Media, LLC and Tele-V, LLC.

FORWARD LOOKING STATEMENTS

In  addition  to   historical   information,   this   Annual   Report   contains
forward-looking  statements  within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933,
as amended. When used in this Annual Report, the words "believe," "may," "will,"
"should," "expect,"  "anticipate," "plan",  "continue," "estimate," "project" or
"intend" and similar expressions identify  forward-looking  statements regarding
events,  conditions and financial  trends in connection  with our future plan of
operations, business strategy, operating results and financial position. Current
shareholders  and prospective  investors are cautioned that any  forward-looking
statements  are not  guarantees  of  future  performance.  Such  forward-looking
statements by their nature involve substantial risks and uncertainties,  certain
of which are beyond our control,  and actual  results for future  periods  could
differ  materially  from those  discussed in this Annual Report,  depending on a
variety of  important  factors  that  include,  but are not  limited  to,  those
discussed  in the section  entitled  "Management's  Discussion  and  Analysis of
Financial  Condition  and Results of  Operations  - Risk Factors that May Affect
Further  Results and Market  Price of Our Stock" and  elsewhere  in this Report.
Readers  are  cautioned  not to place undue  reliance  on these  forward-looking
statements,  which reflect management's  opinions only as of the date hereof. We
undertake  no  obligation  to revise or  publicly  release  the  results  of any
revision to these forward-looking statements.

<PAGE>

                                     PART I


Item 1.   Description of Business
          -----------------------

Certain of the characters and properties  referred to in this report are subject
to copyright and/or trademark protection.

General
-------

Genio Group,  Inc. is a recently formed  developer and marketer of entertainment
and leisure  products.  We developed  and launched  Genio  Cards(TM),  our first
product, in August 2003. Genio Cards is a series of collectible children's cards
and related  products  that have  educational  content and are based upon Marvel
Super  Heroes(R)  under a worldwide  license from Marvel  Enterprises,  Inc. The
license  initially  permits us to manufacture  and sell  children's  educational
cards and related  items built  around the  globally  recognizable  Marvel Super
Heroes(R)  including   Spider-Man(TM),   The  Incredible  Hulk(TM),   X-Men(TM),
Elektra(TM), Daredevil(TM) and the Fantastic Four (TM). Since the launch we have
received orders from major retailers for Genio Cards(TM) including Wal-Mart, FAO
Schwarz,  K-Mart,  CVS,  Walgreens and Toys-R-Us.  We are seeking  international
sales of Genio Cards(TM) through  distribution  agreements.  We recently entered
into an exclusive  distribution  agreement  with Tomy U.K.  covering Genio Cards
sales in the United Kingdom,  British Islands and Southern  Ireland which has an
initial  term  through  June 30,  2005.  We plan to develop an animated  cartoon
series  revolving  around a character to be developed with the name "Genio." Our
primary source of revenue is currently from the sales of Genio Cards.

History
-------

Genio Inc., a New York  corporation and  wholly-owned  subsidiary which conducts
our current  operations  and was  acquired in July 2003,  was formed in May 2003
under the name "Tele-V,  Inc." Genio Inc. holds all of the membership  interests
of Genio  Cards LLC,  formed in April 2003,  Tele-V,  LLC formed in May 2002 and
Tele-V Media, LLC, formed May 30, 2002. Each of Genio Cards LLC, Tele-V, LLC and
Tele-V Media, LLC are Delaware limited liability companies.

We amended the certificate of incorporation of the holding company to change the
name from National Management Consulting, Inc. to Genio Group, Inc. on September
15, 2003  following the  acquisition of Genio Inc. and its  subsidiaries.  Genio
Group,  Inc.,  was originally  organized  under Delaware law in December 1969 as
Tyconda Minerals Corp. The holding company had several  amendments to change the
corporate  name in connection  with several  acquisitions  and  dispositions  of
businesses as follows:

Name                                                 Date of Change
----                                                 --------------
Hy-Poll Technology, Inc.                             May 1983
Universal Turf, Inc.                                 September 22, 1995
Universal Media Holdings, Inc.                       November 10, 1999
National Management Consulting, Inc.                 October 22, 2002

We acquired  Humana Trans  Services  Group,  Inc.,  which is engaged in employee
leasing,  in October 2002 in a share exchange.  On April 30, 2003 we sold all of
the  outstanding  capital stock of Humana Trans Services  Group,  Ltd. to Humana
Trans Services  Holding Corp. In exchange,  we received,  among other things,  a
secured  promissory  note in the principal  amount of $230,000  issued by Humana
Trans Services Holdings Corp. and its shareholder,  James W. Zimbler.  We agreed
on July 10, 2003 to restructure  the  transaction  and settled with Humana Trans
Services  Holdings Corp. and Mr. Zimbler in  consideration  of 325,000 shares of
our own common stock and 34,750 shares of Series A Preferred Stock of CDKnet.com
owned by Mr. Zimbler or his affiliates.


                                      -2-
<PAGE>

Description of Genio Cards(TM) Products
---------------------------------------

Genio Cards(TM)are educational collectible trading cards which feature 22 Marvel
Super Heroes(R),  including Spider-Man(TM),  The Incredible Hulk(TM), X-Men(TM),
Elektra(TM),  Daredevil(TM)and  the Fantastic  Four(TM).  These  characters  are
licensed  from  Marvel  Enterprises,  Inc.  Each  Genio  Card  contains  factual
information  on a variety of subjects  which are  introduced  by a Marvel  Super
Hero.  The Genio  Cards can be  matched to a specific  location  in a  companion
album,  which is divided by subject area.  Children ages 5-12 are  encouraged to
buy and trade Genio Cards to complete  the subject area and  ultimately  own all
360 Genio Cards of the first and each future series.  We also developed a series
of  competitive  games  for 2 or more  players  under  the  name  Genio(TM)Power
Challenge, which utilizes unique "power" characteristics of the Genio Cards.

Genio  Cards  cover  "amazing"  inventions,   "fascinating"   civilizations  and
"marvelous"  achievements  in each  case  utilizing  a  Marvel  Super  Hero as a
superlative  to  stimulate  interest.  Each series of 12 Genio  Cards  covers an
education subject area such as:

o    Space
o    Earth and Weather
o    Natural  Wonders of the World
o    Dinosaurs
o    Creatures of the Rainforest
o    Endangered  Animals
o    Ancient  Civilizations
o    Sports
o    American Heroes
o    Manmade Landmarks
o    Great Inventions
o    Transportation
o    History of Aviation
o    Space Travel

We believe that the educational qualities of the Genio Cards will be accepted by
parents  and  encourage  purchases.  The Genio  Cards  are the size of  standard
trading cards. We presently sell the following Genio Card items:

o    standard 9 pack
o    a Mega Deck of 36 cards and one of five full-size posters of a Marvel Super
     Hero
o    a 9-pack  blister  case
o    pack of clear card sleeves
o    Genio Collector's Album

Licensing
---------

We developed and are  manufacturing and selling our Genio Cards products under a
license  agreement  with Marvel  Entertainment,  Inc.  that provides us with the
exclusive use of Marvel Superheros for children's  educational cards and related
collectors  album.  We need to comply  with the terms of the  license  including
substantial  minimum  royalty  payments in order to maintain  this  exclusivity.
While we are  seeking to develop  characters  such as "Genio" and remain open to
licensing other characters from other sources.  The license agreement expires on
June 30, 2005,  unless it is extended by  agreement.  The license  agreement has
provisions  relating to quality control and minimum  royalties.  Although we are
planning to develop our own  characters  and will  license  cartoon  heroes from
other sources,  maintaining our license agreement with Marvel is critical to our
business and our ability to generate consumer  interest for Genio Cards(TM).  We
will seek out  appropriate  licensing  agreements  that support our objective to
develop brands with sales growth potential.


                                      -3-
<PAGE>

Customers
---------

We have received  orders from major  retailers for Genio Cards(TM) in the United
States including Wal-Mart,  Target, K-Mart, Walgreens, FAO Schwarz, Zany Brainy,
Toys-R-Us,  CVS, and  Blockbuster.  We are also focusing on securing  additional
distribution  agreements  in other  European  territories  as well as around the
globe for the sale of Genio Cards(TM), although we cannot provide any assurances
that we will be successful in doing so.

During  fiscal  2003,  three  retailers,  CVS, FAO Schwarz and  Walgreens,  each
accounted  for more than 10% of our sales.  On December 4, 2003 FAO Schwarz,  ZB
Company,  Inc. and their parent,  FAO, Inc.,  filed  voluntary  petitions  under
Chapter 11 of the United States  Bankruptcy Code. While the loss of any of these
customers would have a material adverse effect on our operations, we continue to
add  retail  distribution  customers.  One of the  customers  added in the first
quarter of fiscal 2004 has placed an order larger than the orders  placed by any
one of our principal customers in fiscal 2003.

Sales and Marketing
-------------------

Genio's  products  are marketed  domestically  through the  Company's  own sales
force.  Sales  are  made  directly  to  major  retailers  or  their  independent
distributors  responsible for managing the store display area related to trading
cards.

                                    Domestic
                                    --------

Genio's  products are sold in over 15,000  retail  establishments  in the United
States.  These are  comprised  of mass market  retailers,  toy stores,  discount
chains, drug stores and video stores such as Wal-Mart,  K-Mart,  Walgreens,  FAO
Schwartz,  Toys-R-Us,  CVS and  Blockbuster.  Our  products  can also be ordered
online at www.geniocards.com or by phone at 1-800-449-1400.

We began a U.S.  television  advertising  campaign in December  2003 to generate
consumer  awareness  of our Genio  Cards(TM)  that we hope will  translate  into
commercial sales with the national  retailers who are carrying our products.  We
initially  processed  direct  response  sales  through  a third  party  to allow
consumers to purchase  Genio  Cards(TM) by telephone  after having  viewed Genio
Cards(TM) commercials.  We are considering  eliminating this telephone operation
in favor of our primary fulfillment  provider. If we are successful in marketing
the Genio Cards(TM),  we may seek to expand into additional consumer product and
entertainment areas utilizing the Genio(TM) brand name, although we cannot offer
any  assurances  whatsoever  that we will be  successful  in marketing the Genio
Cards(TM) or in creating any additional  products  utilizing the Genio(TM) brand
name.

                                  International
                                  -------------

We entered into a distribution and marketing  agreement with Tomy UK Limited,  a
division of Tomy, Japan, one of the world's largest toy companies. The agreement
provides for distribution of our products in the United Kingdom, British Islands
and  Southern  Ireland.  We are  currently  seeking  additional  outlets for our
product internationally.


                                      -4-
<PAGE>

Intellectual Property
---------------------

Our products are sold and protected under trademarks, service marks, trade names
and copyrights, and incorporate devices or designs for which patent applications
are pending. We consider our intellectual property rights to be important assets
in that they provide product recognition and protection. We also plan to protect
our products in as many other  countries as allowed by trademark,  copyright and
patent laws to the extent that such protection is available and  meaningful.  We
also utilize intellectual  properties of others under licensing  agreements.  We
believe our rights to these properties are adequately  protected,  but we cannot
assure you that our rights can be  successfully  asserted  in the future or that
such rights will not be invalidated, circumvented or challenged.

Governmental Regulation
-----------------------

Our cards are subject to the  provisions of the Consumer  Product Safety Act and
the Federal  Hazardous  Substances  Act and all of the  regulations  promulgated
thereunder. The consumer Product Safety Act and the Federal Hazardous Substances
Act enable the Consumer  Product Safety  Commission  (CPSC) to exclude  products
from the  consumer  market that fail to comply with  applicable  product  safety
regulations or otherwise create a substantial risk of injury,  and articles that
contain excessive amounts of banned hazardous  substance.  The Flammable Fabrics
Act enable the CPSC to regulate and enforce  flammability  standards for fabrics
used in  consumer  products.  The CPSC may also  require the  repurchase  by the
manufacturer of articles that are banned.  Similar laws exist in some states and
cities and in various international markets.

Notwithstanding  the  foregoing,  there  can  be no  assurance  that  all of our
products are or will be hazard free.  Any material  product recall could have an
adverse effect ton us,  depending on the product,  and could affect sales of our
other products.

Manufacturing
-------------

Initially we  contracted  with third parties for a portion of our art and design
work. After September 30, 2003 we hired two full-time artists.

We employ a single printing broker for the production of our products  including
such  specialty  work as the  addition of  holographic  images to the cards.  We
believe that there are other sources  available to meet our requirements if this
broker was not available.

Competition
-----------

We compete for sales as well as counter  and shelf space with large  corporation
in the publishing,  toy and other industries such as Fleer, Upper Deck, Topps, 4
Kids  Entertainment  and Hasbro (Wizards of the Coast).  These  corporations and
almost all of our competition have  substantially  greater resources than we do.
We believe that the industry in which we operate is highly competitive.

Employees
---------

We  employed 11 people as of  September  30,  2003.  None of our  employees  are
represented  by a union and we believe our  relationship  with our  employees is
good.



                                      -5-
<PAGE>

Item 2.   Description of Property
          -----------------------

Our offices are at 1120 Avenue of the Americas,  Suite 4020,  New York, New York
10036.   We  occupy   approximately   902  sq.  feet  of  space  pursuant  to  a
month-to-month  lease and pay $10,850 per month rent, and additional charges for
services such as the use of a conference room, phone and internet service.

We  have  also  contracted  a third  party  for  call  center,  warehousing  and
fulfillment  services,  which we believe is a cost effective way of distributing
our products by maintaining low overhead.

Our current  facilities,  together with third party  fulfillment  services,  are
adequate for our current  level of  operations.  We are looking for a multi-year
office lease in  Manhattan,  New York to replace our  temporary  facilities.  We
believe that having a  proprietary  space will allow our  activities  to proceed
more efficiently.

Item 3.   Legal Proceedings
          -----------------

We are not a party to any material legal proceedings.

Item 4.   Submission of Matters to a Vote of Security Holders
          ---------------------------------------------------

On July 9, 2003 the holders of 5,565,445 of 8,337,780 shares of our common stock
signed  written   consents   approving  an  amendment  to  our   certificate  of
incorporation  to change the name to "Genio  Group,  Inc." There were no adverse
votes or abstentions.















                                      -6-
<PAGE>


                                     PART II

Item 5.   Market for Common Equity and Related Stockholder Matters
          --------------------------------------------------------

Our common shares are listed on the  Over-the-Counter  Bulletin  Board or OTC BB
and trade under the symbol  "GNOI." On December 22, 2003, the last reported sale
prices of our common shares were $1.65 per share.

The following table sets forth, on a per share basis,  the range of high and low
bid information for the common stock on the OTC Bulletin Board:

                                                          HIGH              LOW
                                                         ------           ------
Year ended September 30, 2002
-----------------------------
  First Quarter                                          $0.055           $0.006
  Second Quarter                                           0.03            0.007
  Third Quarter                                            0.75            0.006
  Fourth Quarter                                           0.18            0.005


Year ended September 30, 2003
-----------------------------
  First Quarter                                          $ 0.23           $0.004
  Second Quarter                                           0.85            0.130
  Third Quarter                                            1.99            0.250
  Fourth Quarter                                           7.70            1.860

The quotations reflect interdealer prices without retail markup,  markdown, or a
commission, and may not necessarily represent actual transactions.

As of December 22, 2003, there were 26,238,918 shares issued and outstanding and
882 registered holders of our common shares.

Dividends
---------

Genio has not paid any dividends on its common stock since inception. Genio does
not  anticipate  declaration  or  payment  of any  dividends  at any time in the
foreseeable future.

Recent Sales of Unregistered Securities
---------------------------------------

On July  21,  2003 we  issued  15,484,448  shares  of our  common  stock to four
shareholders  of Genio Inc. and its  subsidiaries  who are related to each other
but were not  related to Genio at the time of the  exchange.  The  exchange  was
negotiated  directly  with the  recipients  of the shares  without  any  general
solicitation.  The  securities  we issued are  "restricted"  securities  and the
certificates  representing  the  securities  bear a legend  to that  effect.  No
brokers  were  retained  to assist us in these  transactions.  The  offering  is
claimed to be exempt under Section 4(2) and Section 4(6) of the  Securities  Act
of 1933.

We completed a private  placement  of  3,000,000  shares of our common stock and
3,000,000  warrants on July 23, 2003.  Each warrant allows the holder to acquire
an  additional  share of our common stock for $1.50 until July 23, 2005. A total
of 19 investors  purchased 2,000,000 of the shares and 2,000,000 of the warrants
directly  from us and six  investors  purchased  1,000,000  shares  and  500,000
warrants from us through Vfinance Investments, Inc., a registered broker-dealer,
who acted as our placement  agent.  The placement agent received a commission of
$80,000 and 500,000 warrants,  which are identical to the warrants issued to the
investors,  as a  placement  fee.  The  offering  was made  without  any general
solicitation and each investor  represented in the securities purchase agreement


                                      -7-
<PAGE>

that they were "accredited"  investors as defined in Rule 501(a) of Regulation D
under the  Securities  Act of 1933.  The  securities we issued are  "restricted"
securities and the  certificates  representing  the securities  bear a legend to
that  effect.  No brokers  were  retained to assist us with the  offering and we
filed a Form D with the SEC and in the states where the  investors  reside where
such filing is required  under state law.  The  offering is claimed to be exempt
under Rule 506 of Regulation D, Section 4(2) and Section 4(6) of the  Securities
Act of 1933.

From July 17, 2003 to August 15, 2003 we issued  1,696,000  common stock options
to two of our employees and  consultants.  The options have exercise prices from
$1.50 to $2.00 per share and a weighted average  exercise price of $1.83.  These
option were granted as compensation without any payment due until exercise. None
of the options have been exercised.  The issuance of these options is claimed to
be exempt under Section 4(2) of the Securities Act of 1933 for  transactions not
involving any public offering.

Equity  based  compensation  of  $2,091,505  was  recorded  for the period ended
September 30, 2003 for the above mentioned options. Of the $2,091,505,  $432,093
were expenses related to employee stock options using the intrinsic method under
APB 25. We will continue to issue stock options to attract and retain  employees
in the  future.  The  remaining  $1,659,412  of that  amount  was  for  expenses
recognized for stock options issued to non-employees for consulting  services in
lieu of cash  payments  using the  Black-Scholes  calculation.  We  account  for
non-employee  stock based  compensation  in accordance with SFAS 123 "Accounting
for Stock-Based Compensation" and EITF 96-18.

On September 26, 2003 we issued  895,000 shares of our common stock to a several
persons we believe are accredited  investors.  827,500 of the shares issued were
issued to 14 unaffiliated consultants for different types of consulting services
under various  consulting  agreements.  We issued the remaining 67,500 shares to
settle various claims that arose prior to July, 2003. Each of these transactions
was  negotiated  directly with the  recipient of the shares  without any general
solicitation.  The  securities  we issued are  "restricted"  securities  and the
certificates  representing  the  securities  bear a legend  to that  effect.  No
brokers  were  retained  to assist us in these  transactions.  The  offering  is
claimed to be exempt under Section 4(2) and Section 4(6) of the  Securities  Act
of 1933.

We  completed  a private  placement  of 476,190  shares of our  common  stock on
December 8, 2003 and received  proceeds of  $1,000,000.  The investors also were
issued  238,095  Class A warrants  and 476,190 B warrants.  The Class A warrants
allow the investors to acquire an additional  238,095 shares of our common stock
for $2.92 per share for a period of five years.  The Class B warrants  allow the
investors to acquire an additional  476,190 shares of our common stock for $2.10
per share during the period  commencing  December 8, 2003 and ending the earlier
of  January  8,  2005  or 30  trading  days  after  the  effective  date  of the
registration  statement  covering  our  shares  of  common  stock  issued to the
investors  in  the  placement.   The  offering  was  made  without  any  general
solicitation  and purchased by six  investors,  each of whom  represented in the
securities  purchase agreement that they were "accredited"  investors as defined
in Rule 501(a) of Regulation D under the  Securities Act of 1933. The securities
we issued are  "restricted"  securities and the  certificates  representing  the
securities  bear a legend to that effect.  No brokers were retained to assist us
with the offering and we filed a Form D with the SEC and in the states where the
investors  reside where such filing is required under state law. The offering is
claimed to be exempt  under Rule 506 of  Regulation  D, Section 4(2) and Section
4(6) of the Securities Act of 1933.



                                      -8-
<PAGE>

Stock Option Plans
------------------

Information Concerning the Plan and Other Company Equity Compensation Plans
---------------------------------------------------------------------------

The following  table sets forth  information  concerning the number of shares of
our common stock which may be issued under all of our equity  compensation plans
existing on September 30, 2003:

<TABLE>
<CAPTION>

                                         Equity Compensation Plan Information
---------------------------------------------------------------------------------------------------------------------
                                        (a)                         (b)                             (c)
---------------------------------------------------------------------------------------------------------------------
                                                                                         Number of securities
                                                              Weighted-average           remaining available for
                                Number of securities to be    exercise price of          future issuance under equity
                                issued upon exercise of       outstanding options,       compensation plans
                                outstanding options,          warrants and rights        (excluding securities
Plan Category                   warrants and rights                                      reflected in column (a))
---------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                           <C>                           <C>
Equity compensation plans
  approved by shareholders                    -0-                     $ N/A                         -0-
---------------------------------------------------------------------------------------------------------------------
Equity compensation plans not
  approved by shareholders              1,696,000                     $1.50                         -0-
---------------------------------------------------------------------------------------------------------------------
TOTAL                                   1,696,000                     $1.50                         -0-
---------------------------------------------------------------------------------------------------------------------
</TABLE>

Item 6.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations
          ---------------------------------------------------------------

The following  discussion and analysis of our financial condition and results of
operations  should be read in  conjunction  with our  financial  statements  and
related notes. This discussion and analysis contains forward-looking  statements
that involve risks and uncertainties. Our actual results could differ materially
from  those  anticipated  in these  forward-looking  statements  as a result  of
certain factors including,  but not limited to, those discussed in "Risk Factors
That May Affect  Further  Results  and  Market  Price of Our  Stock",  below and
elsewhere in this annual report.

Overview
--------

GenioGroup, Inc. (formerly National Management Consulting, Inc.), is a developer
and  marketer  of  entertainment  and  leisure  products.  Genio  Group  holds a
worldwide license with Marvel Enterprises,  Inc. and Marvel Characters,  Inc. to
manufacture  and sell specific  categories of products built around the globally
recognizable Marvel Super Heroes(TM),  including Spider-Man(TM),  The Incredible
Hulk(TM), X-Men(TM), Elektra(TM), Daredevil(TM) and the Fantastic Four(TM).

On July 21, 2003,  Genio acquired  Genio Inc.  (formerly  Tele-V,  Inc.) and its
subsidiaries through the issuance of an aggregate of 15,484,448 shares of common
stock,  reflecting 65% of the 23,822,228  shares of common stock in total number
of shares of Genio  outstanding  after the closing.  This  transaction  has been
accounted for as a reverse  acquisition by Genio. The capital structure of Genio
has been  recapitalized  to account for the equity  structure  subsequent to the
acquisition as if Genio Inc. (our  subsidiary) had been the issuer of the common
stock for all periods presented.  The financial  statements  presented primarily
represent  the  operations  of  Genio  Inc.  (formerly  Tele-V,  Inc.)  from its
inception date, May 2003 to September 30, 2003.



                                      -9-
<PAGE>

Our subsidiaries are Genio,  Inc.  (formerly  Tele-V,  Inc.),  Genio Cards, LLC,
Tele-V,  LLC and  Tele-V  Media,  LLC.  Tele-V,  LLC was  initially  formed as a
distribution  company for a physical fitness and vitamin line. This business was
discontinued  and no further  business was  transacted in this  company.  Tele-V
Media,   LLC  was   initially   formed  for   certain   media-related   business
opportunities. This company has never conducted any business operations.

Genio has a license from Marvel Characters,  Inc. and Marvel  Enterprises,  Inc.
for the  worldwide  rights to use the Marvel  universe of characters in the sale
and promotion of our product. Pursuant to the terms of the license agreement, we
agreed to sell children's  educational  cards and supporting book at competitive
prices  to the  public  through  retail  stores,  merchants  and  home  shopping
television  programs.  We agreed to purchase one page of advertising in Marvel's
Comic Books each year of the term of the agreement,  will receive two additional
pages of advertising in Marvel's Comic Books at no cost and will  participate in
Marvel's common marketing and promotional fund.

If we fail to pay Marvel the sum of $500,000 in  royalties on or before June 30,
2004,  the  rights  granted  pursuant  to the  license  agreement  shall  become
non-exclusive  for the  remainder  of the  term of the  license  agreement.  The
royalties  due to Marvel  are based upon a certain  percentage  of the net sales
achieved by us. Royalty fees are recorded at the time the sale is recognized.

Pursuant to the license agreement, we are obligated to involve Marvel in any and
all of our plans to utilize  the names,  nicknames,  likenesses,  etc. of Marvel
characters. Marvel has the right to disapprove of any such plan or use. Marvel's
right of approval also relates to packaging, labels, advertising and promotional
materials as well as any press releases or public statements.

Marvel  has the  right  to  terminate  the  license  agreement  upon  any of the
following occurrences:

o    The failure by us to timely furnish royalty reports, make royalty payments,
     or pay  invoices;
o    The failure by us to submit product  samples prior to  production,  sale or
     distribution  of the same or to obtain  Marvel's  written  approval to such
     submitted  samples;
o    A change of control of Genio,  as defined in the license  agreement;
o    The  failure  by us to  introduce  the  children's  educational  cards  and
     supporting  book  to  retail  accounts   constituting  a  majority  of  our
     anticipated net sales by April 15, 2003; and
o    A breach by us  of  the  license  agreement  and  certain  other  customary
     termination events.

The failure by us to manufacture  and sell  meaningful  quantities of each item,
class, part or category of the children's  educational cards and supporting book
or the failure by us to manufacture  and sell the children's  educational  cards
and  supporting  book using each  character of Marvel before August 15, 2003 and
thereafter for any consecutive three month period shall give Marvel the right to
terminate the license specifically with respect to any such item, class, part or
category of the children's  educational  cards and  supporting  book not so used
and/or with respect to any character of Marvel not so used.

Critical Accounting Policies
----------------------------

We have identified the policies below as critical to our business operations and
the  understanding  of our results of operations.  The impact and any associated
risks  related  to  these  policies  on our  business  operations  is  discussed
throughout  Management's  Discussion  and  Analysis of Financial  Condition  and
Results of  Operations  where such  policies  affect our  reported  and expected
financial results.



                                      -10-
<PAGE>

In the  ordinary  course of  business,  we have made a number of  estimates  and
assumptions  relating to the  reporting of results of  operations  and financial
condition in the  preparation  of our financial  statements  in conformity  with
accounting  principles  generally accepted in the United States.  Actual results
could differ significantly from those estimates under different  assumptions and
conditions.  We believe  the  following  discussion  address  our most  critical
accounting policies, which are those that are most important to the portrayal of
our  financial  condition  and  results  of  operations  and  require  our  most
difficult,  subjective,  and complex judgments, often as a result of the need to
make estimates about the effect of matters that are inherently uncertain.

The application of the following accounting policies, which are important to our
financial position and results of operations, requires significant judgments and
estimates  on the part of  management.  For a summary  of all of our  accounting
policies,  including the accounting  policies discussed below, see Note 1 of the
Notes to our audited consolidated financial statements.

Generally Accepted Accounting Principles.
-----------------------------------------

Our consolidated financial statements have been prepared in accordance with U.S.
GAAP.

Revenue Recognition.
--------------------

Revenue  related to sales of our products is generally  recognized when products
are shipped,  the title and risk of loss has passed to the  customer,  the sales
price is fixed or determinable and collectibility is reasonably  assured.  Sales
made with a return  privilege  are  accounted for pursuant to SFAS # 48 "Revenue
Recognition When Right of Return Exists." Since we have only recently  commenced
shipments as of September  30, 2003,  the amount of future  returns could not be
reasonably  estimated.  Accordingly,  we have deferred  revenue  recognition  of
certain shipments until the retailer has sold the underlying product. We believe
that as shipments  and  returns,  if any,  mature we will be able to  reasonably
estimate the amount of future returns and,  therefore,  may be able to recognize
these types of sales,  net of an  allowance  for returns,  upon  shipment to the
retailer.

We do not have a formal return policy and make decisions  regarding returns on a
case-by-case  basis.  Despite  the  fact  that we do not  have a long  operating
history,  since most of the our customers are large reputable retail chains,  we
believe that we will be able to collect most of our accounts  receivable  and in
fact,  most of the  accounts  receivable  at September  30, 2003 were  collected
before December 31, 2003.

In general, we only accept returns of damaged/defective  products. For customers
with  significant  return  rights we use SFAS 48 as a guideline  in  recognizing
sales and deferring revenue.

As of September 30, 2003 we deferred $433,367 of revenue.
---------------------------------------------------------

This  represents  revenue  from  sales  made  with a  return  privilege  and are
accounted  for pursuant to SFAS # 48 "Revenue  Recognition  When Right of Return
Exists."  Since we had only  recently  commenced  shipments as of September  30,
2003,  the  amount  of  future  returns  could  not  be  reasonably   estimated.
Accordingly, we have deferred revenue recognition of certain shipments until the
retailer has sold the underlying product.



                                      -11-
<PAGE>

Results of Operations for the period Ended September 30, 2003.
--------------------------------------------------------------

We developed and launched Genio  Cards(TM),  our first product,  in August 2003.
Genio Cards is a series of  collectible  children's  cards and related  products
that have educational  content and are based upon Marvel Super Heroes(R) under a
worldwide  license  from Marvel  Enterprises,  Inc.  Sales for the period  ended
September  30,  2003  were  $1,292,352,  consisting  primarily  of Genio  cards.
Although  we  anticipate  growth  in  sales  of Genio  Cards,  as we enter  into
additional  lines of business,  we  anticipate  that the  revenues  generated in
connection  with the Marvel  license as a percentage  of overall  revenues  will
decrease.  Costs of sales for the period ended September 30, 2003 were $694,646.
Costs of sales consists of those expenses  directly related to the production of
Genio Cards and associated  costs including  direct card production  costs.  The
gross profit for the period ended September 30, 2003 was $597,706, or 46%.

Selling expenses were $866,276,  or 67% of sales, for the period ended September
30, 2003 consisting of shipping expenses, royalties, advertising,  marketing and
publicity. We incurred selling expenses to promote and launch Genio Cards. While
we will continue to incur selling costs to promote Genio Cards, we believe costs
constitute a lower percentage of sales in future periods. We expect that selling
expenses will be a lower  percentage of sales in the future  specifically due to
maintaining cost of sales at levels that are similar or slightly higher than the
current  costs of sales  (due to the  decreasing  costs  of  manufacturing  each
product with increased volume) while significantly increasing our sales.

General and  administrative  expenses were  $819,168,  or 63% of sales,  for the
period ended September 30, 2003. General and administrative expenses consists of
payroll and payroll taxes,  professional  fees office  supplies,  printing,  and
travel.  While we will  continue to incur  general and  administrative  costs to
support its production and sales activities,  management  believes it will incur
such  costs  at a  lower  percentage  of  sales.  We  expect  that  general  and
administrative  costs  will be a lower  percentage  of sales in  future  periods
specifically due to maintaining overhead cost at current levels while increasing
our sales.

Equity  based  compensation  of  $4,354,080  was  recorded  for the period ended
September 30, 2003 consisting of costs for the issuance of stock options and for
consultants  who were  paid for  their  services  in our  common  stock.  Of the
$4,354,080,  $432,093 were expenses  related to employee stock options using the
intrinsic  method  under APB 25. We will  continue  to issue  stock  options  to
attract and retain  employees  in the future.  The  remaining  $3,912,987-  were
recorded for expenses  recognized for stock options issued to non-employees  for
consulting   services  in  lieu  of  cash  payments   using  the   Black-Scholes
calculation.  The Company accounts for non-employee  stock based compensation in
accordance  with SFAS 123 "Accounting  for  Stock-Based  Compensation"  and EITF
96-18.

Overall we  reported a net loss of  $(5,494,162),  or $(0.22)  per share for the
period ended September 30, 2003.

Liquidity and Capital Resources
-------------------------------

As of September  30, 2003,  we had  $514,142 in cash and cash  equivalents.  Our
principal  commitments are $633,212 in accounts payable and accrued expenses. We
do  not  have  any  material  commitments  for  capital  expenditures  nor do we
anticipate  any. We do  anticipate  using our cash  resources  for marketing and
advertising  expenses of Genio Cards.  On December 8, 2003 we announced  that we
received subscription agreements for a $1.0 million private placement of 476,190
shares of our common stock at the price of $2.10 per share.  Investors  received
warrants to acquire  238,095  shares of Class A common stock at $2.92 per share,
exercisable for five years,  and warrants which permit the investors to purchase
an additional  476,190  shares for $2.10 during the period ending the earlier of
13 months following the closing or 30 trading days after the effective date of a
registration statement covering the shares.



                                      -12-
<PAGE>

To date,  as a result of losses  from  operations,  our cash  requirements  have
historically been financed primarily through the sale of common stock.

Net  cash  used in  operations  for the  period  ended  September  30,  2003 was
$2,391,089  consisting  of a net loss of  $5,494,162  offset in part by non-cash
common stock and common stock options issued for services of $4,354,080. We also
used cash for working capital increases in accounts receivables ($1,040,668) and
inventory   ($1,097,402)  offset  in  part  by  increases  in  accounts  payable
($647,261)  and  deferred  revenue  (433,367).   Deferred  revenue  consists  of
shipments to a retailer, subject to rights of return.

Net cash used in investing  activities  for the period ended  September 30, 2003
was $14,062 for the purchase of equipment.

Net cash provided from financing  activities for the period ended  September 30,
2003 was  $2,919,940  represent  the net proceeds from the sale of three million
shares of Company common stock.

Commitments
-----------

We do not have any  commitments  which are  required to be  disclosed in tabular
form as of September 30, 2003.

Risk Factors That May Affect Further Results and Market Price of Our Stock
--------------------------------------------------------------------------

You should carefully consider the risks described below together with all of the
other information included in this report. The risks and uncertainties described
below are not the only ones we face.  Additional risks and uncertainties that we
are unaware of, or that we may currently deem  immaterial,  may become important
factors that harm our business,  results of operations and financial  condition.
If any of  the  following  risks  actually  occurs,  our  business,  results  of
operations and financial condition could suffer. In that case, the trading price
of our common shares could decline.

We have always had losses, and we cannot assure future profitability.

We had an operating loss of $5,494,162 for the period ending  September 30, 2003
which includes $4,354,080 of non-cash stock compensation.  We expect to continue
to incur net losses until the amount of sales is  sufficient  to generate  gross
profit which exceeds selling,  general and administrative  expenses. We may fail
to achieve significant revenues from sales or achieve or sustain  profitability,
there can be no assurance of when, if ever, we will be profitable. Our inability
to meet those needs could have a material adverse effect on our business.

We face substantial capital requirements and financial risks.

The  manufacturing,  sale,  marketing and  distribution  of our Genio  Cards(TM)
require a significant amount of capital. A significant amount of time may elapse
between our expenditure of funds and the receipt of commercial revenues from the
sale and distribution of Genio Cards(TM).  This time lapse requires us to fund a
significant portion of our capital requirements from existing capital.  Although
we  intend  to seek to  reduce  some of the  risks of our  capital  requirements
through   distribution   agreements   with  third  parties  in  certain  foreign
territories  outside of the United  States that  require  such third  parties to
undertake to incur marketing  expenses for the marketing of Genio Cards(TM),  we
cannot  assure  you  that  we  will be  able  to  implement  successfully  these



                                      -13-
<PAGE>

arrangements  or that we will not be  subject  to  substantial  financial  risks
relating  to  the  manufacture,  marketing  and  sale  of  Genio  Cards(TM)  and
additional  products that we may undertake to develop,  manufacture,  market and
sell commercially. If we increase our development of commercial products, we may
be required to increase  overhead,  hire additional  employees and incur related
expenses and  consequently  bear greater  financial  risks. Any of the foregoing
could have a material  adverse effect on our business,  results of operations or
financial condition.

While we presently do not have any borrowing facilities,  we may have to seek to
obtain debt  facilities  in the future to fund our business  needs.  If we incur
such  indebtedness,  this would require us to dedicate a substantial  portion of
our cash flow to the repayment of such indebtedness, reducing the amount of cash
flow  available to fund our  production  and sale of Genio  Cards(TM) as well as
additional  products  that we may seek to develop.  This in turn could limit our
flexibility  in planning  for or  reacting to  downturns  in our  business,  our
industry or the economy in general.  This could also limit our ability to pursue
strategic  acquisitions and other business opportunities that may be in our best
interests or limit our ability to obtain additional financing, if necessary, for
operating  expenses,  or limit our  ability to obtain  such  financing  on terms
acceptable to us.

Our  business  model  requires  that we be  efficient  in  production  of  Genio
Cards(TM).  Actual  production  costs for products such as Genio Cards(TM) often
exceed their budget,  sometimes  significantly.  The production,  completion and
distribution  of  products  such as Genio  Cards(TM)  are subject to a number of
uncertainties,  including delays and increased expenditures due to events beyond
our control. We may suffer cost overruns and delays that frustrate completion of
manufacturing sufficient quantities of Genio Cards(TM) for sale to retailers and
distributors.  If we are unable to  manufacture  sufficient  quantities of Genio
Cards(TM) to meet orders from retailers or distributors, we may lose substantial
sales of Genio Cards(TM) which would could have a material adverse effect on our
business, results of operations and financial condition.

Our revenues and results of operations may fluctuate significantly.

Our revenues and results of operations depend  significantly upon the commercial
success of the Genio  Cards(TM)  that we sell and  distribute,  which  cannot be
predicted with  certainty.  Accordingly,  our revenues and results of operations
may fluctuate  significantly  from period to period,  and the results of any one
period may not be indicative of the results for any future periods.

We only have one distribution agreement with a third party distributor.  We have
recently entered into an agreement with a distributor to exclusively  distribute
Genio Cards(TM) in the United Kingdom,  British Islands and Southern Ireland. We
cannot assure you that our one distribution agreement will be renewed or that we
will be able to secure  other  distribution  agreements  for other  countries on
acceptable  terms,  if at all.  Without  multiple  distribution  agreements that
typically contain  guaranteed  minimum payments,  our revenues may be subject to
greater volatility,  which could have a material adverse effect on our business,
results of operations or financial condition.

We have a small number of retail customers.

We rely on a few major  customers in realizing our Genio  Card(TM)  revenues.  A
small number of retailers,  including Wal-Mart,  Target, K-Mart,  Walgreens, FAO
Schwarz, Blockbuster, CVS, Blockbuster, and Toys-R-Us, account for a significant
percentage  of our Genio  Card(TM)  revenues.  FAO Schwarz and related  entities
filed for protection  under Chapter 11 of the U.S.  Bankruptcy Code in December,


                                      -14-
<PAGE>

2003. We do not have long-term agreements with any of these customers. We cannot
assure you that we will continue to maintain favorable  relationships with these
customers or that they will not be adversely affected by economic conditions. If
any of these retailers  reduces or cancels a significant  order, it could have a
material  adverse  effect on our  business,  results of  operations or financial
condition.

We cannot predict future currency fluctuations.

We report our revenues and results of  operations  in U.S.  dollars,  but we are
seeking  distribution  agreements  for the sale of our  products  outside of the
United States. We cannot  accurately  predict the impact of future exchange rate
fluctuations  between  foreign  currencies  and the U.S.  dollar on revenues and
operating margins,  and fluctuations could have a material adverse effect on our
business, results of operations or financial condition.

From  time to time we may  experience  currency  exposure  on  distribution  and
production  revenues and expenses  from  foreign  countries,  which could have a
material  adverse  effect on our business,  results of operations  and financial
condition.

Our inability to retain commercially  valuable intellectual property license may
result in reduced sales.

Our Genio Cards(TM) embody trademarks, trade names and copyrights licensed to us
by a third  party,  Marvel,  which  entitles  us to use in the  Genio  Cards(TM)
globally  recognized  Marvel  Super  Heroes(R),   including  Spider-Man(TM)  the
Incredible  Hulk(TM),  X-Men(TM),  Elektra(TM),  Daredevil(TM) and the Fantastic
Four(TM).  We may not be successful in  maintaining  or renewing this license to
these property rights which have significant  commercial value. The loss of this
license could limit our economic  success.  Our license for the Genio  Cards(TM)
has resulted in revenues of $837,634  during the period from July 21, 2003,  the
date of our  acquisition of the Genio Card(TM)  business  through  September 30,
2003. We cannot assure  stockholders that our Marvel license will be extended on
reasonable  terms or at all.  This  license  agreement  relating to these rights
extends  through June 30, 2005. This agreement is terminable upon the occurrence
of a number of factors,  including  (1) material  breach of the  agreement;  (2)
failure to pay amounts due to the licensor in a timely manner; or (3) bankruptcy
or insolvency.

Our ability to exploit our Genio(TM) brand may be limited.

We just launched the commercial sale of Genio Cards(TM) in August 2003. We would
like to create new products  under the brand name  Genio(TM).  We cannot predict
that we will be able to develop any new products  under the brand name Genio(TM)
or whether  if we do develop  any new  products  under the brand name  Genio(TM)
whether  they will  generate  any  revenues  or result  in any  profits  for our
company.  We have  limited  resources  available  to engage in  marketing of the
Genio(TM) brand to create consumer  awareness of our consumer products brand. We
depend  on Genio  Cards(TM)  and a  limited  number  of other  products  for our
revenues.  If we cannot  develop new products or acquire new products or license
new products through production, distribution agreements, acquisitions, mergers,
joint ventures or other strategic  alliances,  it could have a material  adverse
effect on our business, results of operations or financial condition.

Since our Genio  Cards(TM)  are  manufactured  under a license,  any loss of our
license could result in a loss of consumer  awareness of the Genio(TM)  brand if
we cannot sell Genio  Cards(TM).  This could have a material  adverse  effect on
business, results of operations or financial condition.



                                      -15-
<PAGE>
Our success depends on external factors in the consumer products industry.

Operating in the consumer  products  industry  involves a substantial  degree of
risk. Each consumer product is an individual product and unpredictable  consumer
acceptance primarily determines consumer success.  Generally,  the popularity of
our  consumer  products  depends on many  factors,  including  the  interest  of
consumers  in  the  particular  product,  and  the  interest  of  retailers  and
distributors  in placing  orders to purchase or  distribute  our  products.  The
commercial success of our consumer products also depends upon the quality of our
consumer  products  compared  to the quality of  products  that our  competitors
release into the  marketplace at or near the same time,  acceptance by retailers
of our  products  for  sale in  their  stores  to  consumers,  general  economic
conditions and other tangible and  intangible  factors,  many of which we do not
control and all of which may  change.  We cannot  predict the future  effects of
these factors with certainty, any of which factors could have a material adverse
effect on our business, results of operations and financial condition.

We face substantial competition in all aspects of our business.

We are  substantially  smaller and less diversified than many of our competitors
and we are basically a start-up  company with little operating  history,  having
acquired the company  which created the Genio  Cards(TM)  product only this past
July 2003. Most of the major U.S.  consumer product  companies are part of large
diversified  corporate groups with a variety of consumer  products being offered
for children  that can provide  both means of  distributing  their  products and
stable sources of earnings that may allow them better to offset  fluctuations in
the financial  performance of any individual consumer product.  The resources of
these  large  consumer  product  companies  may also give them an  advantage  in
acquiring other businesses or assets, including consumer product companies, that
we might also be interested in  acquiring.  The foregoing  could have a material
adverse effect on our business, results of operations and financial condition.

Failure to manage future growth may adversely affect our business.

We plan to augment  the growth of our  company  through  acquisitions,  business
combinations  and joint  ventures,  to  maintain  and  expand  our  development,
production  and  distribution  of consumer  products  and to fund our  operating
expenses depends upon our ability to obtain funds through equity financing, debt
financing  (including  credit  facilities) or the sale or syndication of some or
all of our  interests  in certain  projects or other  assets.  If we do not have
access to such  financing  arrangements,  and if other  funding  does not become
available on terms acceptable to us, there could be a material adverse effect on
our business, results of operations or financial condition.

We will continue to pursue various acquisitions, business combinations and joint
ventures  intended  to  complement  or expand  our  business.  We may  encounter
difficulties in integrating acquired assets with our operations. Furthermore, we
may not  realize  the  benefits  we  anticipated  when  we  entered  into  these
transactions.  In addition, the negotiation of potential acquisitions,  business


                                      -16-
<PAGE>

combinations  or  joint  ventures  as well  as the  integration  of an  acquired
business  could  require us to incur  significant  costs and cause  diversion of
management's time and resources.  Future  acquisitions by us could result in the
following consequences:

o    dilutive  issuances  of  equity  securities;
o    incurrence of debt and contingent liabilities;
o    impairment of goodwill and other intangibles;
o    development write-offs; and
o    other acquisition-related expenses.

Any of the  foregoing  could have a  material  adverse  effect on our  business,
results of operations or financial condition.

We face risks from doing business internationally.

We distribute  our Genio  Cards(TM)  outside the United States and Canada in the
United Kingdom,  the British Islands and Southern  Ireland through a third party
distributor  and  are  negotiating   additional   distribution   agreements  for
distribution and sale of Genio Cards(TM) in European Countries and other foreign
countries.  As a result,  our business is subject to certain  risks  inherent in
international  business,  many of which are  beyond  our  control.  These  risks
include:

o    changes  in  local  regulatory  requirements,   including  restrictions  on
     content;
o    changes in the laws and  policies  affecting  trade,  investment  and taxes
     (including laws and policies  relating to the  repatriation of funds and to
     withholding  taxes);
o    differing degrees of protection for intellectual property;
o    instability of foreign economies and governments;
o    cultural barriers; and
o    wars and acts of terrorism.

Any of these  factors  could have a  material  adverse  effect on our  business,
results of operations or financial condition.

Protecting  and  defending  against  intellectual  property  claims  may  have a
material adverse effect on our business.

Our ability to compete  depends,  in part,  upon  successful  protection  of our
intellectual  property.  We do not have the  financial  resources to protect our
rights to the same extent as major  consumer  product  companies.  We attempt to
protect proprietary and intellectual  property rights to our productions through
available   copyright  and  trademark   laws  and  licensing  and   distribution
arrangements with reputable  international companies in specific territories and
media for limited durations.  Despite these precautions,  existing copyright and
trademark laws afford only limited practical protection in certain countries. We
may also distribute our products in the future in other countries in which there
is no copyright and trademark  protection.  As a result,  it may be possible for
unauthorized  third parties to copy and  distribute  our  productions or certain
portions  or  applications  of our  intended  productions,  which  could  have a
material  adverse  effect on our  business,  results of  operations or financial
condition.


                                      -17-
<PAGE>

Litigation  may also be  necessary  in the  future to enforce  our  intellectual
property rights, to protect our trade secrets,  or to determine the validity and
scope of the  proprietary  rights  of  others  or to  defend  against  claims of
infringement  or  invalidity.  Any such  litigation  could result in substantial
costs and the diversion of resources and could have a material adverse effect on
our business, results of operations or financial condition. We recently received
a letter from a law firm stating  that our Genio game "may"  infringe on patents
held by Wizards of the Coast. The attorney  suggested that we consider obtaining
a license  from  Wizards of the Coast for our game  playing  component.  We have
investigated  this matter and do not believe  that such a license is  necessary,
although we cannot  assure you that  Wizards of the Coast will not take  further
action  which  could  materially  adversely  affect  our  business,  results  of
operations and financial condition. Regardless of the validity or the success of
the assertion of these claims, we could incur significant costs and diversion of
resources in enforcing our intellectual  property rights or in defending against
such claims, which could have a material adverse effect on our business, results
of operations or financial condition.

Loss of key employees may negatively impact our success.

Our  success  depends  on our  ability  to  identify,  hire and  retain  skilled
personnel.  The consumer  products  industry is characterized by a high level of
employee mobility and aggressive recruiting among competitors for personnel with
track  records  of  success.  We may not be able to attract  and retain  skilled
personnel or may incur  significant  costs in order to do so. If Shai  Bar-Lavi,
our Chief  Executive  Officer and Chairman,  would leave Genio,  it would have a
materially adverse effect on us.

Item 7.   Financial Statements
          --------------------

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Independent Auditor's Report.................................................F-2

Consolidated Balance Sheet - September 30, 2003..............................F-3

Consolidated Statement of Operations - for the period from May 14, 2003
(inception) to September 30, 2003............................................F-4

Consolidated Statement of Changes in Stockholders' Equity for the
period ended  September 30, 2003.............................................F-5

Consolidated Statement of Cash Flows - for the period from May 14, 2003
(inception) to September 30, 2003............................................F-6

Notes to Consolidated Financial Statements...................................F-7

Our audited consolidated  financial statements follow the signature page of this
report.


<PAGE>




                          INDEPENDENT AUDITOR'S REPORT


Board of Directors and Stockholders
Genio Group, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheet of Genio Group, Inc.
as of September 30, 2003, and the related consolidated statements of operations,
stockholders'  equity,  and  cash  flows  for  the  period  from  May  14,  2003
(inception)  to  September  30,  2003.   These  financial   statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  principles  used  and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audit provides a reasonable  basis
for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the consolidated financial position of the Company as of
September  30, 2003,  and the results of its  operations  and cash flows for the
period from May 14, 2003  (inception)  to September 30, 2003 in conformity  with
accounting principles generally accepted in the United States.

RADIN, GLASS & CO., LLP

/s/ RADIN, GLASS & CO., LLP
----------------------------------------
Certified Public Accountants

New York, New York
December 5, 2003



                                      F-2
<PAGE>

                       GENIO GROUP, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheet

<TABLE>
<CAPTION>

                                                                     September 30, 2003
                                                                     ------------------
                                   ASSETS
                                   ------
<S>                                                                     <C>
CURRENT ASSETS
  Cash & cash equivalents                                               $   514,142
  Accounts receivable, net                                                1,040,668
  Inventories                                                             1,097,402
  Prepaid expenses and other current assets                                 196,381
                                                                        -----------
          Total current assets                                            2,848,593
FURNITURE AND EQUIPMENT  - at cost,
    less accumulated depreciation and amortization of $2,344                 11,718
                                                                        -----------
                                                                        $ 2,860,311
                                                                        ===========

                    LIABILITIES AND STOCKHOLDERS' EQUITY
                    ------------------------------------

CURRENT LIABILITIES
  Accounts payable and accrued expense                                  $   633,212
  Deferred revenue                                                          433,367
                                                                        -----------
          Total current liabilities                                       1,066,579

COMMITMENTS and CONTINGENCIES
STOCKHOLDERS' EQUITY
  Common stock - par value $.0001, per share; authorized,
    200,000,000 shares; 25,744,728 shares issued and outstanding              2,574
  Additional paid in capital                                              7,945,339
  Accumulated deficit                                                    (5,494,162)
  Unearned consulting services                                             (660,019)
                                                                        -----------
                                                                          1,793,732
                                                                        -----------
                                                                        $ 2,860,311
                                                                        ===========
</TABLE>



         The accompanying notes are an integral part of this statement.



                                      F-3
<PAGE>


                       GENIO GROUP, INC. AND SUBSIDIARIES
                      Consolidated Statement of Operations

                                                              For the Period
                                                               May 14, 2003
                                                              (inception) to
                                                            September 30, 2003
                                                            ------------------

Net sales                                                       $  1,292,352
Cost of sales                                                        694,646
                                                                ------------

          Gross profit                                               597,706

Selling expenses                                                     866,276
General and administrative expenses                                  819,168
Equity based compensation                                          4,354,080
Depreciation and amortization                                          2,344
                                                                ------------
          Loss from operations                                    (5,444,162)

Other income and (expense)
    Miscellaneous                                                    (50,000)
                                                                ------------
Loss before provision for income taxes                            (5,494,162)
Provision for income taxes                                                 0
                                                                ------------
NET LOSS                                                          (5,494,162)
                                                                ============

Basic and diluted earnings (loss) per share                           ($0.22)
                                                                ============

Weighted-average shares outstanding-
    basic and diluted                                             24,901,277
                                                                ============



         The accompanying notes are an integral part of this statement.



                                      F-4
<PAGE>

<TABLE>
<CAPTION>

                       GENIO GROUP, INC. AND SUBSIDIARIES
            Consolidated Statement of Changes in Stockholders Equity


                                            Common Stock                                     Unearned
                                      ----------------------                                Consulting
                                          #            $             APIC        Deficit      Services        Total
                                      -------------------------------------------------------------------------------
<S>                                     <C>          <C>         <C>          <C>           <C>          <C>
Balance May 14, 2003 (inception)                0    $     0     $         0  $         0   $       0    $        0

Recapitalization                       21,849,728      2,184          11,775                                 13,959

Common shares issued for services         895,000         90       2,404,925                 (142,525)    2,262,490

Value of options issued                                            2,608,999                 (517,494)    2,091,505

Stock issued in private placement       3,000,000        300       2,919,640                              2,919,940

Net loss post recapitalization                                                 (5,494,162)               (5,494,162)
                                      -------------------------------------------------------------------------------
Balance September 30, 2003             25,744,728    $ 2,574     $ 7,945,339  $(5,494,162)  $(660,019)   $1,793,732
                                      ===============================================================================
</TABLE>


         The accompanying notes are an integral part of this statement.



                                      F-5
<PAGE>

                       GENIO GROUP, INC. AND SUBSIDIARIES
                      Consolidated Statement of Cash Flows

                                                              For the Period
                                                        May 14, 2003 (inception)
                                                          to September 30, 2003
                                                        ------------------------

Cash flows from operating activities
  Net loss                                                   $(5,494,162)
  Adjustments to reconcile net loss to net
  cash used in operating activities
    Depreciation and amortization                                  2,344
    Common stock and stock options issued for services         4,354,080

    Changes in assets and liabilities
      Accounts receivable                                     (1,040,668)
      Inventories                                             (1,097,402)
      Prepaid expenses and other current assets                 (196,381)
      Accounts payable and accrued expense                       647,086
      Deferred revenue                                           433,367
                                                             ------------
          Net cash used in operating activities               (2,391,736)
                                                             ------------

Cash flows from investing activities
    Purchase of furniture and equipment                          (14,062)
                                                             ------------
          Net cash used in investing activities                  (14,062)
                                                             ------------

Cash flows from financing activities
    Common stock issued, net                                   2,919,940
          Net cash provided by financing activities            2,919,940
                                                             ------------

          NET INCREASE (DECREASE) IN CASH                        514,142
Cash at beginning of period                                            0
                                                             ------------

Cash at end of period                                        $   514,142
                                                             ============

Supplemental disclosures of cash flow information:
    Cash paid during the period for
        Interest

Noncash investing and financing transactions:

         The accompanying notes are an integral part of this statement.

                                      F-6
<PAGE>


                                GENIO GROUP, INC.
                   Notes to Consolidated Financial Statements


NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Genio Group, Inc. (formerly National Management Consulting, Inc. and referred to
herein as the  "Company")  is a  developer  and  marketer of  entertainment  and
leisure products. The Company holds a worldwide license with Marvel Enterprises,
Inc. to  manufacture  and sell specific  categories of products built around the
globally  recognizable Marvel Super Heroes(TM),  including  Spider-Man(TM),  The
Incredible  Hulk(TM),  X-Men(TM),  Elektra(TM),  Daredevil(TM) and the Fantastic
Four(TM).  The Genio Card  collection is currently  available in select national
retailers in the United  States.  Genio Cards consist of 360  illustrated  cards
that take children on a journey through 30 subject categories:  from the history
of Dinosaurs and  attributes of Reptiles to facts about Motor Sports and Manmade
Landmarks.

On July 21, 2003, the Company  acquired  Genio,  Inc.  (formerly  Tele-V,  Inc.)
through the  issuance of an  aggregate  of  15,484,448  shares of common  stock,
reflecting 65% of the 23,822,228  shares of common stock  outstanding  after the
closing. For accounting purposes, the transaction is reflected as if the Company
was acquired by Genio, Inc. (formerly Tele-V,  Inc.) with the business of Genio,
Inc.  (formerly Tele-V,  Inc.) being the successor  entity.  The acquisition was
accounted for as a reverse acquisition with the former management of Genio, Inc.
(formerly Tele-V, Inc.), rather than Genio Group,  controlling and operating the
Company  since the  reverse  acquisition.  The  financial  statements  presented
primarily  represent the operations of Genio, Inc.  (formerly Tele-V,  Inc.) and
its subsidiaries from its inception date, May 14, 2003, to September 30, 2003.

Genio, Inc. (formerly Tele-V,  Inc.), a private operating  company,  merged with
and into Genio Group, Inc., a non-operating  public corporation.  The management
of Genio, Inc. (formerly Tele-V,  Inc.) have effective  operating control of the
combined company after the transaction,  and former  shareholders of Genio, Inc.
(formerly Tele-V, Inc.) control the entity. This transaction is considered to be
a capital transaction in substance, rather than a business combination. That is,
the transaction is equivalent to the issuance of stock by Genio, Inc.  (formerly
Tele-V, Inc, ) for the net monetary assets of Genio Group, Inc.,  accompanied by
a recapitalization.  The Company has accounted for this transaction as a reverse
acquisition.

Therefore the  stockholders'  equity section of the  consolidated  balance sheet
after this transaction  properly shows the equity of Genio Group,  Inc. with the
appropriate  modifications  for the new shares  issued in the  transaction  with
Genio, Inc. (formerly Tele-V, Inc.).

The subsidiaries of the Company are Genio, Inc.  (formerly Tele-V,  Inc.), Genio
Cards, LLC, Tele-V,  LLC and Tele-V Media, LLC. Tele-V, LLC was initially formed
as a  distribution  company for a physical  fitness and vitamin line the Company
was  anticipating  to focus on. This  business was  discontinued  and no further
business was transacted in this company.  Tele-V Media, LLC was initially formed
for certain business  opportunities  in the media arena.  This company has never
conducted any business operations.

In  addition,  the capital  structure of the Company has been  recapitalized  to
account for the equity structure subsequent to the acquisition as if the Company
had been the issuer of the common stock for all periods presented.


                                      F-7
<PAGE>


                                GENIO GROUP, INC.
                   Notes to Consolidated Financial Statements

PRINCIPLES OF CONSOLIDATION

The consolidated  financial statements include the accounts of Genio Group, Inc.
and  its  subsidiaries.   Intercompany   accounts  and  transactions  have  been
eliminated in consolidation.

CASH EQUIVALENTS

The Company  considers  investments  in highly  liquid debt  instruments  with a
maturity of three months or less to be cash equivalents.

INVENTORIES

The Company's  inventory  consists  entirely of finished goods.  Inventories are
stated at lower of cost or market. Cost is determined on the first-in, first-out
basis.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost.  Depreciation  is computed  using the
straight-line  method.  Estimated  useful lives used in  computing  depreciation
range from three to five years for  equipment  and  furniture  and the remaining
lease  period for  leasehold  improvements.  In  accordance  with SFAS 144,  the
Company periodically  evaluates the carrying value of its PP&E for circumstances
which may indicate impairment. Maintenance and repairs are expensed as incurred.

REVENUE RECOGNITION

Revenue related to sales of the Company's products is generally  recognized when
products are shipped, the title and risk of loss has passed to the customer, the
sales price is fixed or determinable and  collectibility is reasonably  assured.
Sales made with a return  privilege  are  accounted  for  pursuant  to SFAS # 48
"Revenue  Recognition  When Right of Return  Exists." Since the Company had only
recently  commenced  shipments  as of September  30, 2003,  the amount of future
returns could not be reasonably estimated. Accordingly, the Company has deferred
revenue  recognition  of  certain  shipments  until  the  retailer  has sold the
underlying  product.  The Company believes that as its shipments and returns, if
any, mature it will be able to reasonably  estimate the amount of future returns
and,  therefore,  may be able to  recognize  these  types  of  sales,  net of an
allowance for returns, upon shipment to the retailer.

USE OF ESTIMATES

The preparation of financial  statements in conformity  with generally  accepted
accounting  principles  requires  management to make  estimates and  assumptions
which  affect the  reporting  of assets and  liabilities  as of the dates of the
financial  statements  and revenues and expenses  during the  reporting  period.
These  estimates  primarily  relate  to the  sales  recognition,  allowance  for
doubtful accounts,  inventory obsolescence and asset valuations.  Actual results
could differ from these estimates.

INCOME TAXES

The  Company  provides  for  deferred  income  taxes  resulting  from  temporary
differences  between the  valuation of assets and  liabilities  in the financial
statements  and the carrying  amounts for tax  purposes.  Such  differences  are
measured by applying statutory tax rates and laws in effect at the balance sheet
date to the differences among book and tax basis of the assets and liabilities.



                                      F-8
<PAGE>


                                GENIO GROUP, INC.
                   Notes to Consolidated Financial Statements

STOCK OPTIONS

The Company accounts for stock-based  compensation  based on the intrinsic value
of stock options  granted in accordance  with the  provisions APB 25 "Accounting
for  Stock  Issued  to  Employees"  and SFAS 123,  "Accounting  for  Stock-Based
Compensation," and SFAS #148.

In determining the pro forma amounts under SFAS 123 and SFAS 148, the fair value
of  each  option  grant  is  estimated  as  of  the  date  of  grant  using  the
Black-Scholes  option-pricing model with the following assumptions:  no dividend
yield in any year; risk free interest rate of 4.0%,  estimated volatility of 76%
and expected life of 2-3 years.

CONCENTRATION OF CREDIT RISK

Periodically,  the Company  holds cash in the bank in excess of $100,000,  which
exceeds the FDIC insurance limits and is therefore uninsured.

NEW ACCOUNTING PRONOUNCEMENTS

In  November  2002,  the FASB  issued FIN No.  45,  "Guarantors  Accounting  and
Disclosure  Requirements  for  Guarantees,  Including  Indirect  Guarantees  and
Indebtedness  of Others,"  an  interpretation  of SFAS Nos.  5, 57 and 107,  and
rescission of FIN No. 34, "Disclosure of Indirect  Guarantees of Indebtedness of
Others." FIN No. 45 elaborates on the disclosures to be made by the guarantor in
its interim and annual financial  statements about its obligations under certain
guarantees that it has issued. It also requires that a guarantor  recognize,  at
the inception of a guarantee,  a liability for the fair value of the  obligation
undertaken in issuing the guarantee.  The initial  recognition  and  measurement
provisions of this  interpretation  are  applicable  on a  prospective  basis to
guarantees issued or modified after March 31, 2002; while, the provisions of the
disclosure  requirements  are effective  for financial  statements of interim or
annual   periods   ending  after   December  15,  2002.  The  adoption  of  such
interpretation  on  January  1,  2003  did not  have a  material  impact  on the
Corporation's results of operations, financial position or cash flows.

In June 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with Exit or Disposal Activities". This SFAS applies to costs associated with an
"exit  activity"  that does not involve an entity  newly  acquired in a business
combination  or with a disposal  activity  covered by SFAS No. 144.  These costs
include,  but are not limited to the following:  termination benefits associated
with involuntary terminations, terminating contracts that are not capital leases
and costs to consolidate facilities or relocate employees.  SFAS No. 146 will be
effective for exit or disposal activities initiated after December 31, 2002 with
early application encouraged.

In January 2003, the Financial  Accounting  Standards Board ("FASB") issued FASB
Interpretation  No. 46,  "Consolidation of Variable  Entities",  (FIN No. 46) an
interpretation of Accounting  Research Bulletin No. 51. FIN No. 46 requires that
variable  interest  entities  be  consolidated  by a company if that  company is
subject to a majority of the risk and loss from the variable  interest  entity's
activities or is entitled to receive a majority of the entity's residual returns
or both. FIN No. 46 requires  disclosures  about variable interest entities that
companies  are  not  required  to  consolidate  but  which  the  company  has  a
significant  variable  interest.  The  consolidation   requirements  will  apply
immediately for newly formed variable  interest  entities  created after January
31, 2003 and entities established prior to January 31, 2003, in the first fiscal
year or interim period beginning after June 30, 2003. The adoption of FIN No. 46
is not expected to have an impact on our consolidated  results of operations and
financial position.


                                      F-9
<PAGE>


                                GENIO GROUP, INC.
                   Notes to Consolidated Financial Statements

In April 2003, the FASB issued Statements of Financial  Accounting Standards No.
149 ("SFAS No. 149"), an amendment to SFAS No. 133. SFAS No. 149 clarifies under
what circumstances a contract with initial investments meets the characteristics
of a derivative and when a derivative contains a financing component.  This SFAS
is effective for contracts entered into or modified after June 30, 2003.

In May 2003, the FASB issued  Statements of Financial  Accounting  Standards No.
150  ("SFAS No.  150"),  SFAS No. 150  established  standards  for how an issuer
classifies and measures in its statement of financial position certain financial
instruments with  characteristics  of both  liabilities and equity.  It requires
that an issuer  classify a  financial  instrument  that is within its scope as a
liability (or an asset in some circumstances)  because that financial instrument
embodies an  obligation  of the issuer.  This SFAS is  effective  for  financial
instruments  entered  into or  modified  after  May 31,  2003 and  otherwise  is
effective at the beginning of the first interim period  beginning after June 15,
2003. It is to be implemented by reporting the cumulative  effect of a change in
accounting principle for financial  instruments created before the issuance date
of SFAS No. 150 and still  existing at the  beginning  of the interim  period of
adoption.  Restatement is not  permitted.  The adoption of SFAS No. 150 will not
have a material effect on the financial statements.

The Company has adopted all of the above new accounting pronouncements.

NOTE 2 -  EARNINGS PER SHARE
          ------------------

Earnings  per share is  computed  in  accordance  with  SFAS  128.  Basic EPS is
computed  using  weighted  average  shares  outstanding,  while  diluted  EPS is
computed using  weighted  average shares  outstanding  plus shares  representing
stock  distributable  under  stock-based plans computed using the treasury stock
the following  shares were not included in the effect of dilutive  stock options
because they had an anti-dilutive effect.

NOTE 3 -  ACCOUNTS RECEIVABLE
          -------------------

Accounts receivable at September 30, 2003 consist of the following:

Gross receivables                         $1,040,668
Allowance for discounts
 and doubtful accounts                             0
                                          ----------
Accounts receivable, net                  $1,040,668
                                          ==========



The allowance  for doubtful  accounts  reflects the  Company's  best estimate of
probable losses by specific allowance for known troubled  accounts.  Revenues on
certain of the  receivables  have been  deferred as indicated in Note 8. Most of
these accounts receivable were collected as of December 31, 2003.

NOTE 4 -  INVENTORIES
          -----------

Inventories  at September 30, 2003 of $ 1,097,402  consist  entirely of finished
products  and  shipping  supplies.  Inventories  are  stated at lower of cost or
market. Cost is determined on the first-in, first-out basis.


                                      F-10
<PAGE>


                                GENIO GROUP, INC.
                   Notes to Consolidated Financial Statements

NOTE 5 -  PREPAID EXPENSES AND OTHER CURRENT ASSETS
          -----------------------------------------

Prepaid  expenses and other current  assets at September 30, 2003 consist of the
following;

Prepaid Expenses                  $ 35,315
Prepaid Advertising                 99,970
Prepaid Commissions                 25,856
Prepaid Marketing                   10,240
Other Current Assets                25,000
                                  --------
Total                             $196,381
                                  ========

NOTE 6 -  PROPERTY AND EQUIPMENT, NET
          ---------------------------

Property and equipment at September 30, 2003 consist of the following:

Computers and equipment                          $14,062
Accumulated depreciation                           2,344
                                                 -------

Net                                              $11,718
                                                 =======

NOTE 7 -  ACCOUNTS PAYABLE AND ACCRUED EXPENSES
          -------------------------------------

Accrued  expenses and other  liabilities  at  September  30, 2003 consist of the
following:

Accounts payable                                $ 348,254
Printing supplier / inventory                    203,510
Other                                             81,448
                                                --------
Total                                           $633,212
                                                ========

NOTE 8 -  DEFERRED REVENUE
          ----------------

As of September  30, 2003 the Company had  deferred  $433,367 of revenue and the
related  costs  of  goods  sold of  $116,298  were  also  not  recognized.  This
represents  revenue  from a sale  that had a  return  privilege,  accounted  for
pursuant to SFAS # 48 "Revenue  Recognition  When Right of Return Exists." Since
the Company had only recently commenced  shipments as of September 30, 2003, the
amount of future  returns could not be reasonably  estimated.  Accordingly,  the
Company has deferred revenue recognition of certain shipments until the retailer
has sold the  underlying  product.  The  Company  does not have a formal  return
policy and makes decision regarding returns on a case-by-case basis. Despite the
fact that the Company does not have a long operating history,  since most of the
Company's  customers are large reputable retail chains,  the Company believes it
will be able to collect most of its accounts receivable.

In general, the Company only accepts returns of damaged/defective  products. For
the  customers  with  significant  return  rights the Company  uses SFAS 48 as a
guideline in recognizing sales and deferring revenue.



                                      F-11
<PAGE>


                                GENIO GROUP, INC.
                   Notes to Consolidated Financial Statements

NOTE 9 -  INCOME TAXES
          ------------

At September  30, 2003,  the Company had net  operating  loss  carryforwards  of
approximately $3,000,000 for book and tax purposes, expiring in year 2023. These
carryforwards are subject to possible  limitation on annual utilization if there
are "equity structural shifts" or "owner shifts" involving "5% shareholders" (as
these terms are defined in Section 382 of the Internal Revenue Code).

At this time,  the  Company  does not  believe it can  reliably  predict  future
taxable  profits.  Accordingly,  the deferred tax asset applicable to operations
subsequent  to  September  30,  2003 has  been  reduced  fully by the  valuation
allowance.

Reconciliation  of income taxes shown in the  financial  statements  and amounts
computed  by  applying  the  Federal  income  tax rate of 34% for the year ended
September 30, 2003 is as follows:

Loss before income taxes                                $(5,494,162)
Computed expected tax credit at 34%                       1,868,015
Operating loss for which no benefits were provided       (1,868,015)
                                                        -----------
Provision of income taxes                               $         0
                                                        ===========

NOTE 10 - EMPLOYEE BENEFIT PLANS
          ----------------------

The Company provides all employees with non-contributory healthcare benefits.

The Company has no other benefit plans at this time.

NOTE 11 - STOCK OPTIONS and WARRANTS
          --------------------------

a. WARRANTS
   --------

Warrant  activity  for the period  ended  September  30, 2003 is  summarized  as
follows:

                                                                Weighted
                                                                Average
                                               Warrants      Exercise Price
                                               ---------     --------------
Inception May 2003                                    --             --
     Issued                                    3,000,000          $1.50
     Exercised                                        --             --
     Expired or cancelled                             --             --
                                               ---------          -----
Outstanding at September 30, 2003              3,000,000          $1.50
                                               =========          =====




                                      F-12
<PAGE>


                                GENIO GROUP, INC.
                   Notes to Consolidated Financial Statements


The following  table  summarizes  information  about  warrants  outstanding  and
exercisable at September 30, 2003

                                                Outstanding
                              ------------------------------------------
                                               Weighted-       Weighted-
                                                Average         Average
                                              Remaining        Exercise
                                Shares      life in years       Price
                              ------------------------------------------
Range of exercise prices
$1.50                         3,000,000        1.875             1.50
                              ---------
                              3,000,000
                              =========

All of the above warrants are exercisable.

b. STOCK OPTION PLANS
   ------------------

The  Company  accounts  for its stock  option  issued  under APB Opinion No. 25,
"Accounting for Stock Issued to Employees",  under which no compensation expense
is  recognized,  provided such stock  options were issued at market  price.  The
Company adopted SFAS No. 123,  "Accounting for  Stock-Based  Compensation',  for
disclosure purposes;  accordingly,  no compensation expense is recognized in the
results of  operations  for options  granted at fair market value as required by
APB Opinion No. 25.

Equity  based  compensation  of  $2,091,505  was  recorded  for the period ended
September  30, 2003 for  options.  Of the  $2,091,505,  $432,093  were  expenses
related to employee  stock options using the intrinsic  method under APB 25. The
remaining  $1,659,412  of that  amount  was for  expenses  recognized  for stock
options issued to non-employees for consulting services in lieu of cash payments
using the Black-Scholes calculation. The Company accounts for non-employee stock
based  compensation  in accordance  with SFAS 123  "Accounting  for  Stock-Based
Compensation" and EITF 96-18.

Stock option activity for the period ended September 30, 2003 for both qualified
and unqualified options is summarized as follows:

                                                                   Weighted
                                                               Average Exercise
                                                    Shares          Price
                                                  ---------    ----------------
Inception May 2003                                       --            --
     Granted                                      1,696,000          1.50
     Exercised                                           --            --
     Expired or cancelled                                --            --
                                                  ---------         -----
Outstanding at September 30, 2003                 1,696,000         $1.50
                                                  =========         =====



                                      F-13
<PAGE>


                                GENIO GROUP, INC.
                   Notes to Consolidated Financial Statements

Information,  at date of  issuance,  regarding  stock option  grants  during the
period ended September 30, 2003:

                                                          Weighted-   Weighted-
                                                           Average     Average
                                                          Exercise      Fair
                                               Shares       Price       Value
                                            ------------------------------------
Period ended September 30, 2003

Exercise price is less than market price      1,696,000     1.50        $1.54

The  following  table   summarizes   information   about  warrants  and  options
outstanding and exercisable at September 30, 2003:

<TABLE>
<CAPTION>

                                                  Outstanding and exercisable
                            -------------------------------------------------------------------------
                                                                  Weighted-
                                               Weighted-average     Average
                                 Number         remaining life      Exercise           Number
                               Outstanding         in years          Price           Exercisable
                            -------------------------------------------------------------------------
<C>                             <C>                  <C>            <C>               <C>
Range of exercise prices:
$.01 to $1.00                   200,000              1.83           $ .87               200,000
$1.50                         4,246,000              2.11            1.50             4,025,000
$2.00 - $3.00                   250,000              1.83            2.00               250,000
                            ------------                                             ----------
                              4,696,000                                               4,475,000
                            ============                                             ==========
</TABLE>

For disclosure  purposes in accordance with SFAS No. 123, the fair value of each
stock option  grant is  estimated  on the date of grant using the  Black-Scholes
option-pricing  model with the following  weighted-average  assumptions used for
stock  options  granted  during the  period  ended  September  30,  2003  annual
dividends  of  $0.00,  expected  volatility  of 76% for the  Company's  options,
risk-free interest rate of 4.3%. If the Company recognized compensation cost for
the vested portion of the employee stock option plan in accordance with SFAS No.
123, the  Company's  pro-forma  net loss and loss per share would not change for
the period ended September 30, 2003:

                                                                   2003
                                                                -----------
Net loss

   As reported                                                  $(5,494,162)
   Pro-forma                                                     (5,494,162)
Net loss per common share
   As reported                                                  $     (0.21)
   Pro-forma                                                          (0.21)

The compensation expense attributed to the issuance of the stock options will be
recognized  as they are earned.  These stock options are  exercisable  for three
years from the grant.



                                      F-14
<PAGE>

                                GENIO GROUP, INC.
                   Notes to Consolidated Financial Statements

The following table illustrates the effect on net loss and earnings per share if
the Company had applied the fair value recognition  provisions of FASB Statement
No. 123,  Accounting  for  Stock-Based  Compensation,  to  stock-based  employee
compensation.

<TABLE>
<CAPTION>

                                                                   Period May 14, 2003
                                                                      (inception)
                                                                   to September 30, 2003
                                                                   ---------------------
<S>                                                                   <C>
Net loss available to common shareholder,
   as reported                                                        $(5,494,162)
Add: Stock-based employee compensation expense included in
   reported net loss, net of related tax effects                          949,587
Deduct:Total stock-based employee compensation expense
   determined under fair value based method for all awards,
   net of related tax effects                                            (949,587)
Pro-forma net loss available to common shareholder                    $(5,494,162)

Earnings per share:
   Basic - as reported                                                $     (0.21)
   Basic - pro-forma                                                  $     (0.21)
</TABLE>

The Company accounts for non-employee stock transactions in accordance with SFAS
No. 123 and EITF 96-18.

NOTE 12 - CAPITAL STOCK
          --------------

On July 21, 2003, the Company  acquired  Genio,  Inc.  (formerly  Tele-V,  Inc.)
through the  issuance by the Company of an  aggregate  of  15,484,448  shares of
common stock,  reflecting 65% of the 23,822,228  shares of common stock in total
outstanding  post-closing with the management of Genio,  Inc.  (formerly Tele-V,
Inc.) controlling and operating the Company. This transaction has been accounted
for as a reverse acquisition by Genio, Inc. (formerly Tele-V, Inc.). The capital
structure  of the  Company  has been  recapitalized  to  account  for the equity
structure  subsequent to the  acquisition as if Genio,  Inc.  (formerly  Tele-V,
Inc.) had been the issuer of the common stock for all periods presented.

In July 2003 the Company,  through a private  placement of its equity securities
to accredited  investors  raised an aggregate total of $3 million in proceeds in
such private  placement by issuing 3 million  shares of restricted  common stock
and warrants to acquire 3 million shares of common stock at an exercise price of
$1.50 per share,  exercisable  for a twenty-four  month period.  The proceeds of
such private offering were utilized by the Company for development and inventory
purchases for its Genio Card. Out of the 3,000,000 warrants,  2,500,000 warrants
were issued to  shareholders  and 500,000  warrants were issued to the placement
agent and its designees.

In connection with the private  placement of common stock, the Company agreed to
file a  registration  statement for the resale of the common stock and shares of
common stock underlying the warrants by October 21, 2003. As of January 2, 2004,
the Company  has not filed said  registration  statement  and is required to pay
penalties  at the rate of $10,000  for each 30 days the  filing is late.


                                      F-15
<PAGE>

                                GENIO GROUP, INC.
                   Notes to Consolidated Financial Statements

During the period ended September 30, 2003, the Company issued  1,752,500 shares
at various prices in lieu of cash for services provided by consultants and other
professionals. The Company valued these shares using the closing price per share
of the Company's  common stock on the date the  underlying  shares were granted.
The Company recorded expense of $3,309,625 related to these services.

NOTE 13 - SEGMENT AND GEOGRAPHIC INFORMATION
          ----------------------------------

The  Company  has one  reportable  business  segment:  a  worldwide  license  to
manufacture  and sell  specific  categories  of  products  based  upon  globally
recognized entertainment characters.

The Company's  management  regularly evaluates the performance of its operations
based upon its contributed margin,  which is profit after cost of goods, product
development,  advertising and  promotional  costs and  obsolescence,  but before
unallocated  general and  administrative  expenses and  manufacturing  overhead,
depreciation  and  amortization,  other income,  net interest  income and income
taxes.

NOTE 14 - ACQUISITION OF TELE-V (Genio Cards)
          -----------------------------------

On July 9, 2003,  the Company  entered into a definitive  acquisition  agreement
with Tele-V, Inc., a New York corporation ("TV"), its principal  shareholder and
all of its subsidiaries and affiliates  (collectively,  "TV"), to acquire all of
the  capital  stock  of TV (the  "Acquisition").  TV is a  direct  response  and
marketing  firm which also holds a  worldwide  license to  manufacture  and sell
specific categories of products based upon certain entertainment characters. The
definitive  acquisition agreement (the "TV Agreement") provided that the Company
acquire all of the outstanding  capital stock of TV in exchange for the issuance
of a majority of the issued and  outstanding  common stock of National.  On July
21, 2003, the Company  completed the TV Acquisition and TV became a wholly-owned
subsidiary of the Company.  At the closing,  the  shareholders  of TV were to be
issued  an  aggregate  of  15,484,448  shares  of the  Company's  common  stock,
reflecting  65% of the  23,822,228  shares of common stock in total  outstanding
post-closing.  The Company also  provided a total of $2,000,000 in funding to TV
for working capital and product development. The Company secured the capital for
TV through a private placement of its equity securities to accredited investors.

The terms of the acquisition were negotiated between the officers of the Company
and  Shai  Bar-Lavi.  At the time of the  negotiations,  there  was no  material
relationship between the Company or any of its directors, officers or affiliates
and TV or its management.

Effective  upon the closing of the TV Acquisition  Shai Bar-Lavi  (Bar-Lavi) who
was the  Chairman  and Chief  Executive  Officer of TV,  joined  the  Company as
Chairman of the Board of Directors and as CEO. On July 21, 2003, the Company and
Bar-Lavi  entered  into  an two  year  employment  agreement.  Pursuant  to this
agreement, Mr. Bar-Lavi shall be entitled to a base salary of $180,000 per annum
and participation in Company benefit programs.

Effective  July 21, 2003,  the Company and Yaron  Ben-Horin  entered into an two
year employment  agreement.  Pursuant to this agreement,  Mr.  Ben-Horin  became
Chief Operating Officer of the Company and shall be entitled to a base salary of
$100,000  per annum and  participation  in Company  benefit  programs as well as
incentive compensation based upon certain established parameters.


                                      F-16
<PAGE>

                                GENIO GROUP, INC.
                   Notes to Consolidated Financial Statements

The Marvel Licensing Agreement
------------------------------

On March 27, 2003 the Company  entered into a license  agreement,  as amended on
September 25, 2003, with Marvel Characters,  Inc. and Marvel Enterprises,  Inc.,
under  which the  Company  has  agreed to pay a  licensing  fee and  royalty  in
exchange  for the use of a worldwide  license with Marvel  Enterprises,  Inc. to
manufacture  and sell specific  categories of products built around the globally
recognizable Marvel Super Heroes(R). The license agreement expires June 31, 2005
and  during  the term of the  license  agreement  the  Company  has the sole and
exclusive  license for the Company to use the characters of the Marvel  Universe
in the production of the children's  educational  cards and supporting  book. If
the Company  fails to pay Marvel the sum of $500,000 in  royalties  on or before
June 30, 2004, the rights granted pursuant to the license agreement shall become
non-exclusive for the remainder of the term of the license agreement.

NOTE 15 - FAIR VALUE OF FINANCIAL INSTRUMENTS
          -----------------------------------

The carrying value of cash,  accounts  receivable,  accounts payable and accrued
liabilities approximates fair value due to their short-term nature.

NOTE 16 - COMMITMENTS AND CONTINGENCIES
          -----------------------------

Lease commitments
-----------------

The Company currently leases its primary office space on a month to month lease.
Rent expense for the period ended September 30, 2003 was $48,272.

Royalty Agreements
------------------

The Company has a license from Marvel Characters,  Inc. and Marvel  Enterprises,
Inc. for the  worldwide  rights to use the Marvel  universe of characters in the
sale  and  promotion  of our  product.  Pursuant  to the  terms  of the  license
agreement,  the  Company  agreed to sell the  children's  educational  cards and
supporting  book at  competitive  prices to the public  through  retail  stores,
merchants and home shopping television programs.  The Company agreed to purchase
one page of  advertising  in  Marvel's  Comic Books each year of the term of the
agreement, will receive two  additional  pages of  advertising in Marvel's Comic
Books  at no  cost  and  will  participate  in  Marvel's  common  marketing  and
promotional fund.

If the Company fails to pay Marvel the sum of $500,000 in royalties on or before
June 30, 2004, the rights granted pursuant to the license agreement shall become
non-exclusive  for the  remainder  of the  term of the  license  agreement.  The
royalties due to Marvel are based upon a certain amount of net sales achieved by
the Company. Royalty fees are recorded at the time the sale is recognized.

Pursuant to the license agreement, the Company is obligated to involve Marvel in
any and all of its plans to utilize the names,  nicknames,  likenesses,  etc. of
Marvel  characters.  Marvel  has the right to  disapprove  any such plan or use.
Marvel's right of approval also relates to packaging,  labels,  advertising  and
promotional materials as well as any press releases or public statements.

Marvel  has the  right  to  terminate  the  license  agreement  upon  any of the
following occurrences:

o    The failure by the Company to timely furnish royalty reports,  make royalty
     payments,  or pay invoices;

o    The failure by the Company to submit  product  samples prior to production,
     sale or distribution of the same or to obtain Marvel's  written approval to
     such submitted samples;



                                      F-17
<PAGE>

                                GENIO GROUP, INC.
                   Notes to Consolidated Financial Statements

o    A change of control of the Company, as defined in the license agreement;

o    The failure by the Company to introduce the  children's  educational  cards
     and  supporting  book to retail  accounts  constituting  a majority  of the
     Company's anticipated net sales by April 15, 2003; and

o    A  breach  by the  Company  of the  license  agreement  and  certain  other
     customary termination events.

The failure by the Company to manufacture and sell meaningful quantities of each
item, class, part or category of the children's educational cards and supporting
book or the  failure  by the  Company  to  manufacture  and sell the  children's
educational  cards and  supporting  book using each  character of Marvel  before
August 15, 2003 and thereafter for any consecutive three month period shall give
Marvel the right to terminate the license  specifically with respect to any such
item, class, part or category of the children's educational cards and supporting
book not so used and/or with respect to any character of Marvel not so used.

Advertising and marketing  expenses (which encompass media spending and consumer
promotions  costs)  included in selling,  general  and  administrative  expenses
amounted to approximately $447,000 for the year ended September 30, 2003.

Consulting Agreements
---------------------

The Company has entered into a part-time sales consulting agreement  terminating
on June 30, 2005. This agreement requires a monthly  non-recoverable  payment of
$7,500 per month through  December 31, 2003. The above minimum  monthly  payment
shall be offset against commissions earned on sales of product at 1/2 of 1%.

The Company has a revenue share agreement with an unrelated entity that provides
for payment of royalties  based on net revenue on the  Company's  products.  The
revenue share agreement  repays an advance of $250,000 made by a third party for
creative services in conjunction with the design of our products.  The agreement
calls for a 5% payment from the first five million dollars of net revenue and 3%
above the five  million in net  revenues.  We record  these  payments as current
period expenses.

Employment Agreements
---------------------

The Company has employment  agreements with two of it's executive officers;  the
future minimum payments against these contracts are as follows: fiscal September
30, 2004 - $316,659 and 2005 - $239,994.

Each of these agreements  terminate on July 21, 2005.  These agreements  provide
for other benefits such as automobile  expense  reimbursements  up to $1,600 per
month plus related expenses. In addition, one of the officer agreements provides
for a $7,500 premium reimbursement for a life insurance policy with a face value
not to exceed $2,000,000.  Stock options issued under these agreements amount to
250,000 shares with an exercise price of $1.50,  50,000 shares vest on execution
date of the  employment  agreement  and the  remaining  vest equally on the six,
twelve,   eighteen  and  twenty-fourth   month  anniversary  of  the  employment
agreements.

NOTE 17 - MAJOR CUSTOMERS/SUPPLIER
          ------------------------

The Company had sales to three major US retailers which  individually  represent
greater then 10% of total sales.  These three major  customers  represent 44% of
the total accounts receivable.  The Company believes that the loss of any one of

                                      F-18
<PAGE>

                                GENIO GROUP, INC.
                   Notes to Consolidated Financial Statements

these  customers  could have an adverse  effect on results.  The Company has one
major supplier,  that is a related entity.  Yaron Ben Horin, the Chief Operating
Officer of the Company is a relative of an officer of this major supplier. As of
September 30, 2003, the Company owed the supplier  $203,510 which is included in
Accounts Payable. The Company made purchases of approximately $700,000 from this
related party during the fiscal year ended September 30, 2003.

NOTE 18 - OTHER TRANSACTIONS
          ------------------

During the quarter ended June 30, 2003, and prior to the reverse merger with the
management of the Company  commenced a series of  transactions  that resulted in
significant  changes to the assets and operations of the Company. As a result of
these  series of  transactions  the Company  (a) exited the  business of leasing
employees  by  selling  its  Humana  subsidiary,   and  (b)  negotiated  several
settlements with several creditors (CDKNet.com, Inc. and Steven A. Horowitz, the
President and a Director of the Company).

CDKNet
------

On October 22, 2002 the Company  purchased  several  investments  (consisting of
convertible  notes and shares of unaffiliated  issuers) held by CDKnet,  LLC and
Diversified  Capital  Holdings,  LLC  in  exchange  for a  secured  note  in the
principal  amount of $339,000.  The note was payable to CDKnet.com Inc. which is
the corporate parent of CDKnet,  LLC and  Diversified.  No payments were made on
the note. On July 21, 2003 the Company  settled the unpaid note with  CDKnet.com
by  transferring  a portion of the  investments  acquired  and 34,750  shares of
CDknet.com  series A preferred stock the Company  acquired from a former officer
which had an aggregate fair value at the time of the settlement of $142,690. The
resulting gain on the debt forgiveness directly increased paid in capital in the
amount of $196,310 and had no effect on the  Company's  statement of  operations
since CDKnet.com was a related party at the time.

Humana Trans Services Group, Ltd.
---------------------------------

On October 22,  2002,  (effective  date of October 1, 2003) the Company  entered
into a Stock Purchase  Agreement with the  shareholders of Humana Trans Services
Group,  Ltd.  ("Humana"),  a New York  corporation  engaged in the  business  of
leasing employees.

In April  2003,  the  Company  decided  that  Humana did not meet the  Company's
strategic  direction  and  sold the  operations.  Pursuant  to a Stock  Purchase
Agreement dated as of April 30, 2003 (the "Stock Purchase  Agreement"),  between
the Company,  and Humana Trans Services  Holding Corp., a newly formed  Delaware
corporation  ("Purchaser")  whose principal  officer and stockholder is James W.
Zimbler  ("JWZ"),  a former  officer and  director  of the Company who  resigned
effective  March 31, 2003,  the Company sold all the capital  stock of Humana to
the Purchaser. The Purchaser agreed to pay a purchase price of $255,000 of which
$25,000 was paid to the  Company at the closing and the balance of $230,000  was
to be paid over a two-year period  pursuant to a secured  promissory note issued
by Purchaser and JWZ (the "Purchaser's  Note"). As security for the repayment of
the Purchaser's  Note, JWZ pledged certain stock owned by him including  500,000
shares of common stock of the Company and the Purchaser  pledged all of Humana's
capital  stock with all of such  securities  delivered  to an escrow  agent.  In
addition,  separate from such pledge of securities, in conjunction with the sale
by the Company of Humana's  capital stock to the  Purchaser,  JWZ agreed,  among
other things,  to return to the Company  1,750,000 shares of common stock of the
Company owned by JWZ (the  "Returned  Shares") and the Company was released from
any  obligations to JWZ. The Company  received the Returned  Shares from JWZ and
has cancelled and retired such Returned Shares.


                                      F-19

<PAGE>

                                GENIO GROUP, INC.
                   Notes to Consolidated Financial Statements

On July 10, 2003,  the Company agreed to restructure  the  transaction  with the
Purchaser and JWZ and entered into a Settlement  Agreement  dated July 10, 2003,
(the  "Settlement  Agreement"),  whereby in consideration of the satisfaction of
the Purchaser's Note and exchange of mutual releases,  JWZ agreed to transfer to
the Company,  all right,  title and ownership to 325,000 shares of the Company's
common stock and 34,750 shares of Series A Preferred  Stock of CDKnet.com  owned
by JWZ (collectively, the "Forfeited Securities"), with the transfer from escrow
of the Forfeited Securities effective upon the escrow agent's determination that
there  are no  valid  third  party  claims  that  affect  any  of the  Forfeited
Securities.  The Stock Purchase Agreement and the Settlement  Agreement resulted
in no net gain or loss to the Company.

NOTE 19 - SUBSEQUENT EVENTS
          -----------------

On December  8, 2003 the Company  received  subscription  agreements  for a $1.0
million private  placement of 476,190 shares of its common stock at the price of
$2.10 per share.  Investors  received Class A warrants to acquire 238,095 shares
of common  stock at $2.92 per share,  exercisable  for five years,  and warrants
Class B which permit the investors to purchase an additional  476,190 shares for
$2.10 during the period ending the earlier of 13 months following the closing or
30 trading days after the effective  date of a registration  statement  covering
the shares.  The shares were offered to  accredited  investors in reliance on an
exemption from the registration  requirements of the Securities Act of 1933 (the
"Securities Act").

In November  2003,  the Company,  based upon review of financial  statements and
other information,  entered into a rescission agreement with certain individuals
who had sold their  membership  and or stock  interests in certain  companies to
Tele-V  prior  to  the  TV  Acquisition.  In  connection  with  this  rescission
agreement,  the applicable  purchase  agreements  for  acquisition of membership
interests and capital  stock were  transferred  back to the original  owners and
three hundred fifty eight thousand (358,000) shares of restricted Company common
stock were returned to the Company for  cancellation  and forfeiture.  Further a
loan from the  Company  to one of the  company's  in he amount  of  $75,000  was
forgiven. In conjunction with this transaction,  the Company mutually terminated
an  employment  contract by paying  severance  of $30,000  and by  allowing  the
terminated  employee to retain two hundred thousand (200,000) options to acquire
Company  common  stock.  Further,  the  terminated  employee will be entitled to
delivery of 71,000  shares of  restricted  common  stock of the Company that the
terminated  employee would have received had he remained employed by the Company
through January 17, 2004.




                                      F-20

Item 8.   Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure
          ---------------------------------------------------------------

Radin, Glass & Co., LLP have been our auditors since August 6, 2003. Aaron Stein
CPA was our auditor from 2000 to August 6, 2003. On August 6, 2003, the board of
directors  requested the resignation of Aaron Stein CPA as the company's auditor
effective  as of August 6,  2003.  Aaron  Stein's  reports  on the  consolidated
financial statements for fiscal year ended September 30, 2002 did not contain an
adverse opinion,  disclaimer of opinion,  or qualification or modification as to
uncertainty,  audit scope or accounting principles.  In addition,  there were no
disagreements  within the meaning of Item  304(a)(1)(iv)  of the  Securities and
Exchange Commission  Regulation S-K for the fiscal year ended September 30, 2002
and the interim period ended August 6, 2003.

Prior to retaining Radin, Glass & Co., LLP, we received notice from Mr. Stein on
April 16,  2003 that he had  resigned as our  principal  auditor and we retained
Marcum & Kleigman LLP as our principal auditor.

The audit reports of Aaron Stein C.P.A.  on the our  financial  statements as of
September  30,  2002 and for each of the  previous  two  years of the  reporting
entity, and the review reports of Aaron Stein C.P.A. on our financial statements
as of December 31, 2002 and for the three-month and  year-to-date  periods,  did
not contain an adverse opinion or a disclaimer of opinion, and was not qualified
or modified as to uncertainty,  audit scope or accounting  principles other than
the report was modified as to the uncertainty of a going concern.

During  the  period  of  his  engagement  through  April  15,  2003,  we  had no
disagreements  with  Aaron  Stein  C.P.A  and the  Registrant  on any  matter of
accounting principles or practices,  financial statement disclosure, or auditing
scope or procedure, which disagreements,  if not resolved to the satisfaction of
Aaron Stein C.P.A, would have caused him to make reference to the subject matter
of the disagreement in connection with its reports on the Registrant's financial
statements.

From our  inception  until  their  engagement  on  April  15,  2003,  we had not
consulted with Marcum & Kliegman LLP on items which involved (i) the application
of  accounting  principles  to a  specified  transaction,  either  completed  or
proposed,  (ii)  the  type of  audit  opinion  that  might  be  rendered  on the
Registrant's financial statements, or (iii) the subject matter of a disagreement
or "reportable event."

On May 23, 2003, we notified  Marcum & Kliegman LLP, that it was being  replaced
as our independent auditor, by Aaron Stein C.P.A, due to a fee dispute regarding
work to be performed for us and other companies in which,  Steven Horowitz,  who
at that time was our President,  was involved.  We engaged Aaron Stein, C.P.A to
audit our financial statements for the fiscal year ended September 30, 2003.

Marcum &  Kliegman  LLP,  did not  issue  any  audit  reports  on our  financial
statements and did not issue an adverse opinion or a disclaimer of opinion,  and
was not  qualified  or modified  as to  uncertainty,  audit scope or  accounting
principles.




                                      -18-
<PAGE>


During  the  period of their  engagement  through  May 23,  2003,  there were no
disagreements  between Marcum & Kliegman LLP, and us on any matter of accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure, which disagreements,  if not resolved to the satisfaction of Marcum &
Kliegman LLP,  would have caused them to make reference to the subject matter of
the  disagreement  in connection  with its reports on our financial  statements,
other than the fee dispute.

In each of the cases above, the changes of accountants was approved by our board
of directors and we furnished the resigning or discharged firm with the Form 8-K
disclosing  the change and such firm to confirm  that they agreed with the above
statements.  Each of their letters  indicating  their  agreement was filed as an
amendment to the Form 8-K's by amendment.

Item 8A.  Controls and Procedures
          -----------------------

We recently acquired Genio Inc. and related companies.  These companies are just
developing  a business  and  implementing  systems of  internal  and  disclosure
controls.  Within the ninety-day period preceding the filing of this report, our
management  evaluated  the  effectiveness  of the  design and  operation  of its
disclosure controls and procedures (the "Disclosure  Controls") as of the end of
the period  covered by this Form 10-K and (ii) any changes in internal  controls
over  financial  reporting  that occurred  during the last quarter of our fiscal
year. This evaluation ("Controls Evaluation") was done under the supervision and
with the  participation  of management,  including the Chief  Executive  Officer
("CEO") and Chief Financial Officer ("CFO"), who became CFO in November, 2003.

Limitations on the Effectiveness of Controls
--------------------------------------------

A control  system,  no matter how well conceived and operated,  can provide only
reasonable,  not absolute,  assurance  that the objectives of the control system
are met.  Further,  the design of a control  system  must  reflect the fact that
there are resource constraints,  and the benefits of controls must be considered
relative to their  costs.  Because of the  inherent  limitations  in all control
systems,  no  evaluation  of controls can provide  absolute  assurance  that all
control issues and instances of fraud,  if any, have been  detected.  Because of
the inherent  limitations in a cost effective control system,  misstatements due
to error or fraud  may  occur  and not be  detected.  We will  conduct  periodic
evaluations of our internal controls to enhance, where necessary, our procedures
and controls.

Conclusions
-----------

Based upon the  Controls  Evaluation,  the CEO and CFO have  concluded  that the
Disclosure  Controls are  effective in reaching a reasonable  level of assurance
that  management  is timely  alerted to  material  information  relating  to the
Company  during the period  when its  periodic  reports are being  prepared.  In
accord with the U.S. Securities and Exchange Commission's requirements,  the CEO
and CFO conducted an evaluation of the Company's internal control over financial
reporting  (the  "Internal  Controls") to determine  whether there have been any
changes  in  Internal  Controls  that  occurred  during the  quarter  which have
materially affected or which are reasonable likely to materially affect Internal
Controls. Based on this evaluation,  there have been no such changes in Internal
Controls during the last quarter of the period covered by this report.



                                      -19-
<PAGE>


                                    PART III

Item 9.   Directors, Executive Officers, Promoters, Control Persons and
          Compliance with Section 16(a) of the Exchange Act of the Registrant
          -------------------------------------------------------------------

Officers and Directors
----------------------

Directors,  executive  officers,  and  significant  employees  of  Genio,  their
respective ages and positions with Genio are as follows:

Name                    Age        Position
----                    ---        --------
Shai Bar-Lavi            44        Chairman and Chief Executive Officer
Steven A. Horowitz       44        Vice-Chairman
Susan Eisner             57        President
Andrew J. Schenker       43        Chief Financial Officer and Senior Vice
                                     President
Yaron Ben-Horin          35        Chief Operating Officer

SHAI BAR-LAVI has been our Chairman and Chief  executive  officer since July 21,
2003 upon our acquisition of Genio Inc.  (formerly Tele-V,  Inc.).  Prior to the
acquisition,  Mr.  Bar-Lavi was the sole member and manager of Tele-V,  LLC from
May 2002 through July 2003. He was also previously  Chief  Executive  Officer of
ElbitVflash  Inc., a  subsidiary  of Elron  Technologies  (Nasdaq:  ELRN),  from
January  2000  through  January  2003,  where  he  oversaw  the  development  of
technology and marketing applications, including the Vflash Messaging technology
and NowCode  wireless  advertising.  From April 1999 through January 2000 he was
the Chief Executive Officer of CDKnet,  LLC where he oversaw  development of CDK
multimedia  technology and  Mixfactory  online CD  customization.  He previously
owned a television  production  company,  Top Line  Communications and served as
President Partner of Shalom America, a television station carried by Time Warner
cable from 1989 to 1998.

STEVEN A.  HOROWITZ was our  president  from  October 2002 to November  2003 and
Chairman  of the Board  from  October  2002 to July 2003 at which time he became
Vice-Chairman. Mr. Horowitz has served as Chairman of the Board of Directors and
Chief Executive  Officer of CDKnet.com  since May 1998. Since April 2000, he has
served as a partner in Moritt, Hock, Hamroff & Horowitz, LLP, a Garden City, New
York-based  law firm.  From  October 1, 1991 to March 2000,  he was the founding
principal of Horowitz,  Mencher,  Klosowski, & Nestler, P.C., a Garden City, New
York-based law firm. Mr. Horowitz holds a degree from Hofstra  University School
of Law and a Master of Business Administration degree in accounting from Hofstra
University  School of Business.  Mr. Horowitz is an Adjunct  Professor of law at
Hofstra University. Mr. Horowitz is a member of the American Bar Association and
the New York State Bar.

SUSAN EISNER has been our  President  since  November  2003.  From 1989 to April
2003, she held several executive positions at 4 Kids Entertainment,  Inc., a New
York Stock Exchange listed licensing and  entertainment  company,  with her most
recent  position being Senior Vice  President of Licensing  where she supervised
domestic and international  licensing programs for the Pokemon brand,  including
the  licensing of the popular  trading card series with Wizards of the Coast and
the licensing and marketing of toys,  television  series and movies based on the
characters.  Prior to joining 4 Kids Entertainment,  Ms. Eisner served more than
ten years as the Business  Development  Manager for the Golden  Nugget hotel and
Casino managing the New York office for the Atlantic City property.  Previously,
Ms. Eisner worked in the record industry holding marketing positions with Motown
Records,  Elektra/Asylum  Records  and  Infinity  Records in Los Angeles and New
York.



                                      -20-
<PAGE>


ANDREW J. SCHENKER  served as one of our directors from October 2002 to November
2003 at which time he  resigned  from the Board and  became our Chief  Financial
Officer and Senior Vice President. He is also the President of CDKnet.com,  Inc.
since January 2002 and has been a director of CDKnet.com  since May, 1998. He is
also the sole officer and director of Dominix,  Inc.  since April 2002.  He also
held several financial positions from 1986 through 2001 at Symbol  Technologies,
Inc., a New York Stock Exchange listed company.  His last position at Symbol was
as General Manager for Education Marketing-Worldwide.

YARON  BEN-HORIN has been our Chief  Operating  Officer since July 21, 2003 upon
our  acquisition  of Genio  Inc.  where he was  chief  operating  officer.  From
September  2002 to July 2003 Mr.  Ben-Horin  was a manager of Tele-V,  LLC. From
December  1999 to September  2002 he served as vice  president,  operations  and
creative  director  at  NowMarketing,  Inc.,  a  marketing  technology  company.
Previously,  from  1996  to  December  1999  he was a  consultant  to  internet,
technology and advertising firms.

All  directors  serve as directors for a term of one year or until his successor
is elected and  qualified.  All officers  hold office until the first meeting of
the board of directors after the annual meeting of  stockholders  next following
his  election or until his  successor  is elected and  qualified.  A director or
officer may also resign at any time.

Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------

Section 16(a) of the Securities  Exchange Act of 1934, as amended,  requires the
Company's directors and executive officers, and persons who own more than 10% of
the Company's Common Stock, to file with the Securities and Exchange  Commission
(the "SEC") initial  reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. Officers, directors and
greater than 10%  shareholders  are required by SEC  regulations  to furnish the
Company with copies of all Section 16(a) reports they file.  Based solely on the
Company's  review of the copies of such reports by it, the Company believes that
during  fiscal 2003 all such filings were made,  except that:  (i) Susan Eisner,
our  President,  inadvertently  failed  to file on a timely  basis a Form 3 with
respect to her holdings as of November 3, 2003,  the date she became an officer;
(ii) Andrew J. Schenker,  our Chief Financial Officer,  inadvertently  failed to
file on a timely  basis a Form 3 with  respect to his holdings as of November 3,
2003,  the date he  became an  officer;  and (iii)  Yaron  Ben-Horin,  our Chief
Operating Officer,  inadvertently failed to file on a timely basis a Form 3 with
respect to his holdings as of July 21, 2003, the date he became an officer.

Code of Ethics
--------------

We have adopted a Code of Ethics and Business Conduct for Officers and Directors
(which  applies to all our principal  officers,  including our CEO, CFO, COO and
principal accounting officer) and a Code of Ethics for Financial Executives that
applies to all of our executive  officers,  directors and financial  executives.
Copies of these codes have  previously been filed as exhibits to the Form 10-KSB
for the fiscal year ended September 30, 2003.

Committees of the Board of Directors
------------------------------------

We have not  established  any  committees of the board of directors.  We plan to
form an Audit, Nominating and Compensation Committee of independent directors in
fiscal 2004. Due to the fact that we do not currently  have an audit  committee,
we have no audit  committee  financial  expert on the board of  directors at the
present time.



                                      -21-
<PAGE>


Item 10.  Executive Compensation
          ----------------------

The following table sets forth information  concerning the compensation received
by each  person  serving as our Chief  Executive  Officer  during the year ended
September 30, 2003:
<TABLE>
<CAPTION>

                                                    Summary Compensation Table
                                                    --------------------------

Name and                                                      Other Annual
Principal                                                     Compensation     Restricted     Options                   All Other
Position              Year      Salary ($)      Bonus ($)          ($)         Stock Awards     SARs    LTIP Payouts   Compensation
---------             ----      ----------      ---------     -------------    ------------   -------   ------------   ------------
<S>                   <C>       <C>               <C>           <C>                <C>          <C>         <C>            <C>
Shai Bar-Lavi         2003      76,154 (1)        0             150,000 (2)        0            0           0              0
Chief Executive       2002           0            0                   0            0            0           0              0
  Officer             2001           0            0                   0            0            0           0              0

</TABLE>

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

(1)  Salary paid by the Company pursuant to Mr. Bar-Lavi's  employment agreement
     with the Company and in connection with Mr. Bar-Lavi's employment by Genio,
     Inc. (formerly Tele-V, Inc.) and its subsidiaries prior to the merger.

(2)  Payments for services  provided by, and  reimbursement  of expenses of, Mr.
     Bar-Lavi and certain entities under his control.

No other  executive  officer  received  compensation  exceeding  $100,000 during
fiscal 2003.

Stock Options
--------------

The following  table sets forth  information  on grants of stock options  during
fiscal  2003 to  executive  officers  and  directors  of the  Company.  No stock
appreciation rights were granted during such period to such persons.

<TABLE>
<CAPTION>

                    Number of Securities    Percent of Total
                    Underlying Options      Options Granted to      Exercise Price                             Potential Realizable
                         Granted            Employees in Year         ($/Share)          Expiration Date              Value
                    --------------------    -----------------       --------------       ---------------       --------------------
<S>                        <C>                   <C>                    <C>                 <C>
Shai Bar-Lavi                    0                    -                     -                  -                       -
Susan Eisner                     0                    -                     -                  -                       -
Andrew Schenker                  0                    -                     -                  -                       -
Yaron Ben-Horin            250,000                  100                  1.50            September 30, 2006 -          -
                                                                                         September 30, 2008
</TABLE>

None of our  directors or executive  officers  exercised  options  during fiscal
2003.



                                      -22-
<PAGE>


During the year ended  September 30, 2003, Mr.  Ben-Horin  received an option to
acquire two hundred fifty  thousand  (250,000)  restricted  shares of our common
stock  at an  exercise  price of  $1.50  per  share,  vesting  according  to the
following schedule:  50,000 of the options became exercisable upon the execution
of the employment  agreement and 50,000 options shall become exercisable on each
of the  six  (6),  twelve  (12),  eighteen  (18)  and  twenty-four  (24)  months
anniversary  of the  execution of his  employment  agreement.  If Mr.  Ben-Horin
resigns or is terminated for cause on or before July 21, 2005, such options will
be cancelled immediately and all options which were not vested prior to the date
of such resignation or termination will be immediately  cancelled.  In addition,
in the event Mr.  Ben-Horin  terminates his  employment  without cause or if his
employment  with  Genio  does not  continue  for any  reason  subsequent  to the
expiration of the agreement, the options that have not yet vested as of the date
of such  termination or expiration  will be accelerated  and become  immediately
exercisable and all of Mr.  Ben-Horin's  options will terminate ninety (90) days
from the date of such termination or expiration.

On October 28,  2003,  we granted Ms.  Eisner an option to acquire  nine hundred
thousand  (900,000)  shares of restricted  common stock of Genio, at an exercise
price per share equal to the average  closing  price of the common  stock during
the forty  (40) day  period  from  November  3, 2003,  vesting  and  exercisable
according to the  following  schedule:  100,000  options  upon  execution of the
agreement  and 100,000  options  each  vesting  and  exercisable  following  the
completion  of six  (6)  months,  twelve  (12)  months,  eighteen  (18)  months,
twenty-four (24) months and thirty (30) months of employment and 300,000 options
vesting following  completion of the thirty-six (36) months of the initial term.
Provided such options have vested,  the options will be  exercisable  for a five
(5) year term  commencing  from November 3, 2003 and Ms. Eisner will be entitled
to piggyback  registration  rights to register the common stock  underlying  the
option grant in the event Genio files a  registration  statement to register any
stock options for other employees under an employee stock option plan.

In  addition,  on November 3, 2003,  we also  granted Mr.  Schenker an option to
acquire four hundred and fifty thousand  (450,000)  shares of restricted  common
stock of Genio, at an exercise price per share equal to the common stock average
closing  price during the forty (40) day period from  November 3, 2003,  vesting
and  exercisable  according  to the  following  schedule:  75,000  options  upon
execution of the  agreement  and 75,000  options  each  vesting and  exercisable
following  the   completion  of  twelve  (12)  months,   eighteen  (18)  months,
twenty-four  (24) months,  thirty (30) months and thirty-six  (36) months of the
initial  term.   Provided  such  options  have  vested,  the  options  shall  be
exercisable  for a five (5) year term  commencing  from November 3, 2003 and Mr.
Schenker  will be  entitled to  piggyback  registration  rights to register  the
common  stock  underlying  the  option  grant in the event  that  Genio  files a
registration  statement to register any stock options for other  employees under
an employee stock option plan.

Employee Pension, Profit Sharing or Other Retirement Plans.
-----------------------------------------------------------

We do not  have a  defined  benefit,  pension  plan,  profit  sharing,  or other
retirement plan.

Compensation of Directors.
--------------------------

As of September  30,  2003,  we did not pay fees to our  directors.  In our sole
discretion,  we may issue from time to time,  stock  options or  warrants to our
directors.  We  are  currently  considering  a  formal  fee  structure  for  our
directors.



                                      -23-
<PAGE>


Employment Contracts.
---------------------

We entered into an employment  agreement with Mr.  Bar-Lavi,  effective July 21,
2003,  pursuant  to which Mr.  Bar-Lavi  is serving as  Chairman of our board of
directors and Chief Executive Officer.  The term of the employment  agreement is
two-years and provides for renewal  options of up to three  successive  one-year
terms. Mr.  Bar-Lavi's salary under the agreement is $180,000  annually.  In the
board's  discretion,  he  may  receive  additional  bonus  compensation.  We may
terminate Mr.  Bar-Lavi's  employment  immediately  for cause, as defined in the
agreement,  or without  cause.  Upon  termination of Mr.  Bar-Lavi's  employment
without cause, Mr. Bar-Lavi will be entitled to a severance payment as disclosed
in the agreement. Mr. Bar-Lavi is entitled to participate,  if eligible, in such
pension, profit-sharing, health, disability, vacation and other employee benefit
programs as are generally  provided by us to all of our  employees.  We will pay
all premiums and other costs in connection with a life insurance  policy as well
as those  expenses  related to the lease and insurance of an automobile  for Mr.
Bar-Lavi  subject to certain  restrictions.  Mr.  Bar-Levi is subject to certain
confidentiality, non-compete and non-solicitation provisions as set forth in the
agreement.   Mr.   Bar-Lavi  must  disclose  and  assign  to  us  any  know-how,
discoveries,  inventions,  improvements and the like made, received or conceived
by Mr. Bar-Lavi during the term of his employment with us.

We  entered  into an  employment  agreement  with Ms.  Susan  Eisner,  effective
November 3, 2003, pursuant to which Ms. Eisner is serving as our President.  The
term of the employment agreement is three-years and provides for renewal options
of up to two successive  one-year terms. Ms. Eisner's salary under the agreement
is $180,000  annually.  In  addition,  we also  granted Ms.  Eisner an option to
acquire  900,000 shares of our restricted  common stock , the terms of which are
described  in  "Stock  Options"  above.  Further,  Ms.  Eisner  is  eligible  to
participate  in any  management  bonus plan and is  entitled  to such  benefits,
health  insurance and vacation  which are, or will be,  provided to other senior
executives  of ours.  We may  terminate  Ms.  Eisner's  employment  for cause as
defined in the  agreement.  In the event we terminate  Ms.  Eisner's  employment
without cause or Ms. Eisner  terminates  her  employment for cause Ms. Eisner is
entitled  to certain  severance  payments  as  disclosed  in the  agreement.  In
addition, upon such termination,  any vested options plus 100,000 additional and
previously  unvested  options  shall  be  exercisable  for  only  twelve  months
following the date of termination. Any remaining unvested options on the date of
termination  shall be  immediately  cancelled.  During the initial term, for any
renewal  term and for a period of twelve  months  following  the  expiration  or
earlier  termination  of such term,  Ms.  Eisner may not (i) solicit,  employ or
interfere  with  any of our  relationships  with  any  person  who,  at the time
thereof,  is or  shall  be an  employee  of  ours  or who is  under  some  other
contractual  relationship  with  us,  nor  may  she  interfere  with  or seek to
adversely alter our relationship with, solicit or divert any supplier,  licensee
or  distributor  of ours;  or (ii) seek or  obtain  employment  with or  provide
services to any of the parties to the Marvel license agreement.

We entered into an employment  agreement with Mr. Andrew J. Schenker,  effective
November  3,  2003,  pursuant  to which Mr.  Schenker  is  serving  as our Chief
Financial  Officer and Senior  Vice  President.  The  agreement  provides  for a
three-year  term and for renewal options of up to two successive one year terms.
Mr. Schenker's salary under the agreement is $135,000 annually.  Mr. Schenker is
eligible  for a  discretionary  annual  bonus to be  awarded  by our  board,  is
eligible to  participate  in any  management  bonus plan and is entitled to such
benefits, health insurance and vacation which are, or will be, provided to other
senior  executives of ours. In addition,  we also granted Mr. Schenker an option
to acquire 450,000 shares of our restricted common stock, the terms of which are
described in "Stock Options" above. We may terminate Mr.  Schenker's  employment
for cause as defined in the agreement,  in which case any unvested  options will
be cancelled and  forfeited.  We may also  terminate Mr.  Schenker's  employment
without cause in which case Mr. Schenker shall be entitled to certain  severance


                                      -24-
<PAGE>


payments as disclosed in the agreement. During the initial term, for any renewal
term and for a period of twelve  months  following  the  expiration  or  earlier
termination of such term, Mr. Schenker may not (i) solicit,  employ or interfere
with any of our  relationships  with any person who, at the time thereof,  is or
shall be an employee of ours or who is under some other contractual relationship
with us, nor may he interfere with or seek to adversely  alter our  relationship
with,  solicit or divert any supplier,  licensee or distributor of ours; or (ii)
seek or obtain  employment with or provide services to any of the parties to the
Marvel license agreement.

We entered into an employment agreement with Mr. Yaron Ben-Horin, effective July
21,  2003,  pursuant to which Mr.  Ben-Horin  is serving as our Chief  Operating
Officer.  The  employment  agreement  is for a two-year  term and provides for a
renewal option of up to three successive  one-year terms. Mr. Ben-Horin's salary
under the agreement is $100,000  annually.  The agreement  further  provides for
cash bonus  compensation  as  disclosed  therein.  In addition,  his  employment
agreement  grants him an option to acquire 250,000 shares of our common stock at
an  exercise  price of $1.50 per share  which  shall  vest as  disclosed  in the
agreement. If Mr. Ben-Horin resigns or is terminated for cause on or before July
21, 2005, such options will be cancelled  immediately and all options which were
not  vested  prior  to the  date  of such  resignation  or  termination  will be
immediately  cancelled.  In addition, if Mr. Ben-Horin terminates his employment
without  cause or if his  employment  with us does not  continue  for any reason
subsequent  to the  expiration of the  agreement,  the options that have not yet
vested as of the date of such  termination or expiration will be accelerated and
become immediately exercisable and all of Mr. Ben-Horin's options will terminate
ninety days from the date of such  termination or  expiration.  We may terminate
Mr. Ben Horin's  employment  immediately for cause, as defined in the agreement.
Upon  termination  of Mr.  Ben-Horin's  employment  without  cause  by  us,  Mr.
Ben-Horin  is  entitled  to  certain  severance  payments  as  disclosed  in the
agreement.  Mr.  Ben-Horin  is entitled to  participate  in, if  eligible,  such
pension, profit-sharing, health, disability, vacation and other employee benefit
programs as are generally provided by us to all of our employees.  We shall also
pay for Mr.  Ben-Horin's  expenses  related  to the  lease and  insurance  of an
automobile subject to certain restrictions.  Mr. Ben-Horin is subject to certain
confidentiality, non-compete and non-solicitation provisions as disclosed in the
agreement. With respect to any know-how, discoveries,  inventions,  improvements
and the like,  such items must be disclosed to us and Mr.  Ben-Horin must assign
any rights he may have in such items to us.

Mr.  Horowitz  did not have an  employment  agreement  and did not  receive  any
compensation  for  his  services  as our  President  in the  fiscal  year  ended
September 30, 2003.

Item 11.  Security Ownership of Certain Beneficial Owners
          -----------------------------------------------

The following  table sets forth, as of March 31, 2004, the number of and percent
of our common stock beneficially owned by (a) all directors and nominees, naming
them, (b) our executive officers,  (c) our directors and executive officers as a
group,  without  naming  them,  and (d)  persons  or  groups  known by us to own
beneficially five percent (5%) or more of our common stock:

Name and Address             Amount and Nature of         Percent
of Beneficial Owner*         Beneficial Ownership         of Class
--------------------         --------------------         --------

DIRECTORS AND OFFICERS:
-----------------------
Shai Bar-Lavi                    15,105,176 (1)             57.57%
Andrew J. Schenker                  225,000 (2)              1.32%
Susan Eisner                        100,000 (3)                **
Yaron Ben-Horin                     600,000 (4)              2.28%



                                      -25-
<PAGE>


5% OR MORE HOLDERS:
-------------------
Steven A. Horowitz                1,580,445                  6.02%
Moritt, Hock, Hamroff &
 Horowitz LLP
400 Garden City Plaza
Garden City, NY  11530

All executive officers and
  directors as a group
  (4 persons)                    16,155,176                 60.53%

----------

*    Unless  otherwise  indicated,  the address of each beneficial  owner is c/o
     Genio Group,  Inc., 1120 Avenue of the Americas,  Suite 4020, New York, New
     York 10036.

**   Less than 1%.

(1)  Comprised  of: (i) 719,228  shares of common  stock owned by Mr.  Bar-Lavi,
     (ii) 1,798,060  shares owned by Anna Sachs Bar-Lavi,  Mr.  Bar-Lavi's wife,
     (iii)  1,078,288  shares of common  stock  held by  several  trusts for Mr.
     Bar-Lavi's children of which Mr. Bar-Lavi and his wife serve as co-trustees
     and (iv)  10,789,833  shares  of common  stock  held in trusts of which Mr.
     Bar-Lavi is trustee.

(2)  Comprised  of: (i) 150,000  shares of common  stock and (ii) 75,000  shares
     underlying options exercisable within 60 days of March 31, 2004.

(3)  Comprised of 100,000 shares underlying  options  exercisable within 60 days
     of March 31, 2004.

(4)  Comprised of: (i) 500,000  shares of common stock,  and (ii) 100,000 shares
     underlying options exercisable within 60 days of March 31, 2004.

Item 12.  Certain Relationships and Related Transactions
          ----------------------------------------------

The Company has entered into employment  agreements  with each of Mr.  Bar-Lavi,
Ms. Eisner,  Mr. Schenker and Mr.  Ben-Horin,  which are described in "Executive
Compensation - Employment Contracts".

We use Amerikom as a single  printing broker for the production of our products.
Yaron  Ben-Horin's  (our COO)  brother is an officer of  Amerikom.  Payments  to
Amerikom during fiscal 2003 were approximately $700,000.

Management  believes  that  the  terms of  these  transactions  were at least as
favorable to Genio as those terms which Genio could have obtained from unrelated
third parties through arms-length negotiations.

Item 13.  Exhibits and Reports on Form 8-K
          --------------------------------

a.    Exhibits
      --------

The Exhibits are included as part of this report. Each item that is incorporated
by reference  form a previous  filing is  indicated by a number in  parenthesis.
Items electronically filed with this filing are indicated with an "F." Each item
that  has an  exhibit  number  highlighted  by an  asterix  (*) is a  management
contract or compensation plan.



                                      -26-
<PAGE>

<TABLE>
<CAPTION>

Exhibit No    Description                                                        Identifiers
----------    -----------                                                        -----------
<C>           <C>                                                                    <C>
2.1           Agreement of Sale, dated January 2003, between CDKnet.Com, Inc.        (1)
              and National Management Consulting, Inc. (as predecessor to Genio
              Group, Inc.)

2.2           Stock Purchase Agreement, dated April 30, 2003, between Humana         (2)
              Trans Services Group, Inc. and National Management Consulting,
              Inc. (as predecessor to Genio Group, Inc.)

2.3           Stock Purchase Agreement, dated July 9, 2003, among National           (3)
              Management Consulting, Inc. (as predecessor to Genio Group,
              Inc.), Tele-V, Inc. and Shai Bar-Lavi

3.1           By-laws                                                                (F)

3.2           Certificate of Incorporation, dated December 24, 1969, of Tyconda      (4)
              Minerals Corp. (DE)

3.3           Certificate of Amendment, dated May, 1983, changing name from          (4)
              Tyconda Minerals Corp. to Hy-Poll Technology, Inc.

3.4           Certificate of Amendment, dated September 22, 1996, changing name      (4)
              from Hy-Poll Technology Inc. to Universal Turf, Inc.

3.5           Certificate of Amendment, dated November 10, 1999, changing name       (5)
              from Universal Turf, Inc. to Universal Media Holdings, Inc.

3.6           Certificate of Amendment, dated October 23, 2002,  changing name       (6)
              from Universal Media Holdings, Inc.  to National Management
              Consulting, Inc.

3.7           Certificate of Amendment, dated July 21, 2003, changing name from      (7)
              National Management Consulting,  Inc. to Genio Group, Inc.

4.1           Specimen Stock Certificate                                            (12)

4.2           Form of Warrant, dated July 2003, having an exercise price of $1.50    (12)

4.3           Form of (A) Warrant, dated November 2003, having an exercise price    (12)
              of $2.92 per share

4.4           Form of (B) Warrant, dated November 2003, having an exercise          (12)
              price of $2.10 per share

10.1          Agreement of Sale, dated October 22, 2002, between  CDKNet.Com,        (6)
              Inc. and Universal Media Holdings, Inc.

10.2          Grid Promissory Note, dated February 25, 2003, given by Xcalibur       (8)
              Xpress, Inc. to National Management Consulting, Inc. (as
              predecessor to Genio Group, Inc.)

10.3          Guaranty of Transportation Logistics Int'l., Inc., issued              (8)
              February 25, 2003, to National Management Consulting, Inc. (as
              predecessor to Genio Group, Inc.)
</TABLE>


                                      -27-
<PAGE>


<TABLE>
<CAPTION>
<C>           <C>                                                                    <C>

10.4          Secured Promissory Note, dated April 30, 2003, given by Humana         (2)
              Trans  Services Holding Corp. and James W. Zimbler to National
              Management Consulting, Inc. (as predecessor to Genio Group, Inc.)

10.5          Settlement Agreement, dated April 30, 2003, among Humana Trans         (2)
              Services Group, Ltd., National Management Consulting, Inc. (as
              predecessor to Genio Group, Inc.) and James W. Zimbler

10.6          Pledge Agreement, dated April 30, 2003, among Humana Trans             (2)
              Services Holding Corp., National Management Consulting, Inc. (as
              predecessor to Genio Group, Inc.) and James W. Zimbler

10.7          Escrow Agreement, dated April 30, 2003, among Humana Trans             (2)
              Services Holding Corp., National Management Consulting, Inc. (as
              predecessor to Genio Group, Inc.), James W. Zimbler and Sommer &
              Schneider LLP

10.8          Settlement Agreement, dated July 10, 2003, among  Humana Trans         (3)
              Services Holding Corp., Humana Trans Services Group, Ltd.,
              National Management Consulting, Inc. (as predecessor to Genio
              Group, Inc.), JWZ Holdings, Inc.  and James W. Zimbler

10.9          Escrow Agreement, dated July 21, 2003, between  Sommer &              (12)
              Schneider LLP, Tele-V, Inc., Shai Bar-Lavi and the remaining
              stockholders of Tele-V, Inc.

10.10         License Agreement, dated March 27, 2003, between Marvel                (F)
              Characters, Inc., Marvel Enterprises, Inc. and Tele-V

10.11*        Employment Agreement, dated July 21, 2003, between National            (7)
              Management Consulting, Inc. (as predecessor to Genio Group, Inc.)
              and Shai Bar-Lavi

10.12*        Employment Agreement, dated July 21, 2003, between National           (7)
              Management Consulting, Inc. (as predecessor to Genio Group, Inc.)
              and Yaron Ben-Horin

10.13         Debt Satisfaction Agreement, effective as of June 30, 2003,           (7)
              between National Management Consulting, Inc. (as predecessor to
              Genio Group, Inc.) and Steven A. Horowitz

10.14         Debt Satisfaction Agreement, effective as of June 30, 2003,           (7)
              between National Management Consulting, Inc. (as predecessor to
              Genio Group, Inc.) and CDKnet.com, Inc.


10.15         Amendment to License Agreement, dated September 25, 2003, between     (F)
              Marvel Characters, Inc., Marvel Enterprises, Inc. and Genio
              Group, Inc.

10.16         Media Buying Agreement, dated October 24, 2003, between CB            (9)
              Associates, LLC and National Management Consulting, Inc. (as
              predecessor to Genio Group, Inc.)

10.17         Amendment of Media Buying Agreement, dated November 18, 2003,         (9)
              between  CB Associates, LLC and National Management Consulting,
              Inc. (as predecessor to Genio Group, Inc.)


                                      -28-
<PAGE>


10.18         Distribution Agreement, dated September 30, 2003, between Tomy UK     (F)
              Ltd. and Genio Group, Inc.

10.19*        Employment Agreement, dated October 28, 2003, between Susan          (12)
              Eisner and Genio Group, Inc.

10.20*        Employment Agreement, dated November 3, 2003, between Andrew J.      (12)
              Schenker and Genio Group, Inc.

10.21         Form of Registration Rights Agreement, dated November, 2003          (12)

10.22         Form of Registration Rights Agreement, dated July, 2003              (12)

10.23         Fulfillment Services Agreement, dated June 4, 2003, between .Com      (F)
              Distributions Corp. and Genio, Inc.

10.24         Revenue Share Agreement, dated June 18, 2003, between Gi1Global       (F)
              Inc. and Tele-V

14.1          Code of Business Conduct and Ethics                                  (12)

14.2          Code of Ethics for Financial Executives                              (12)

16.1          Letter from Aaron Stein CPA, dated August 6, 2003                    (10)

16.2          Letter from Marcum & Kliegman LLP, dated June 5,  2003               (11)

16.3          Letter from Aaron Stein dated June 6, 2003                           (11)

21.           Subsidiaries of the Small Business Issuer                            (12)

23.1          Consent of Radin Glass & Co., LLP                                     (F)

31.1          Certification of Chief Executive Officer of Periodic Report           (S)
              pursuant to Rule 13a-14a and Rule 15d-14(a)

31.2          Certification of Chief Financial Officer of Periodic Report           (S)
              pursuant to Rule 13a-14a and Rule 15d-14(a)

32.1          Certification of Chief Executive Officer pursuant to 18 U.S.C. -      (S)
              Section 1350

32.2          Certification of Chief Financial Officer pursuant to  18 U.S.C. -     (S)
              Section 1350

99.           None

</TABLE>
                                      -29-
<PAGE>

---------
(F) Filed herewith
(1)  Form 8-K/A Report filed January 17, 2003
(2)  Form 8-K Report filed May 13, 2003
(3)  Form 8-K Report filed July 14, 2003
(4)  Form 8-K Report filed April 14, 2000
(5)  Form 8-K/A Report filed June 30, 2000
(6)  Form 8-K Report filed October 30, 2002
(7)  Form 10-QSB filed August 20, 2003
(8)  Form 8-K Report filed March 5, 2003
(9)  Form S-8 filed November 20, 2003
(10) Form 8-K filed August 6, 2003
(11) Form 8-K/A filed June 6, 2003
(12) Form 10-KSB filed January 13, 2004

On July 14, 2003, we filed a Current  Report on Form 8-K with respect to Items 5
& 7  related  to  the  (i)  Company's  entering  into a  definitive  acquisition
agreement to acquire all of the capital stock of TV; (ii) the Company's  raising
gross  proceeds  of  $1,175,000  through  a  private  placement  of  its  equity
securities to accredited investors,  the proceeds of which were utilized to make
a secured loan to TV and (iii) the Company  entered into a settlement  agreement
with JWZ.

On July 28, 2003, we filed a Current Report on Form 8-K with respect to Items 2,
5 & 7 related to the  acquisition  of TV, the  appointment  of Shai  Bar-Lavi as
Chairman of the Board of Directors and Chief  Executive  Officer of the Company,
Yaron Ben-Horin as Chief Operating  Officer of the company and Jeffrey  Glickman
as President of Tele-V,  Inc., the name change of the Company and the relocation
of the Company's offices.

On August 6, 2003, we filed a Current Report on Form 8-K with respect to Items 4
and 7 related to the change of the Independent Auditor of the Company.

Item 14.  Principal Accountants' Fees and Services
          ----------------------------------------

Not required for fiscal years ending prior to December 15, 2003.




                                      -30-
<PAGE>


                                   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 by the
undersigned, thereunto duly authorized.

Dated: September 8, 2004              GENIO GROUP, INC.


                                      By: /s/ Shai Bar-Lavi
                                         -------------------------------------
                                         Shai Bar-Lavi, Chairman and
                                         Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed on behalf of the  Registrant  and in capacities and at the dates
indicated:


Signature                    Capacity                              Date
---------                    --------                              ----

/s/ Shai Bar-Lavi            Chairman and CEO                  September 8, 2004
----------------------       (Principal Executive Officer)
Shai Bar-Lavi


/s/ Andrew J. Schenker       Chief Financial Officer and       September 8, 2004
----------------------       Senior VP (Principal Financial
Andrew J. Schenker           and Accounting Officer)


















                                      -31-