================================================================================

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                   FORM 10-KSB

               |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, $.001 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, $.001 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|


                                       ii
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

                                     PART I

Item 1.  Description of Business ...........................................  1
Item 2.  Description of Property............................................  5
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 ad Related Stockholder Matters............  8
Item 6.  Management's Discussion and Analysis of Financial Condition and
           Results of Operations............................................ 11
Item 7.  Financial Statements............................................... 20
Item 8.  Changes in and Disagreements with Accountants on Accounting and
           Financial Disclosure............................................. 20
Item 8A. Controls and Procedures............................................ 22

                                  PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
           Compliance with Section 16(A) of the Exchange Act................ 23
Item 10. Executive Compensation............................................. 23
Item 11. Security Ownership of Certain Beneficial Owners.................... 23
Item 12. Certain Relationships and Related Transactions..................... 23
Item 13. Exhibits and Reports on Form 8-K................................... 24
Item 14. Principal Accountants Fees and Services............................ 30

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., 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.


                                      iii
<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.                             November 2, 1983
         Universal Turf, Inc.                                 September 22, 1995
         Universal Media Holdings, Inc.                       November 10, 1999
         National Management Consulting, Inc.                 October 23, 2002

<PAGE>

      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.

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


                                       2
<PAGE>

      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.

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.


                                       3
<PAGE>

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.

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.


                                       4
<PAGE>

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.

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.


                                       5
<PAGE>

      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.

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. where he was the chairman and chief
executive officer since May 2002. He was also previously Chief Executive Officer
of ElbitVflash Inc., a subsidiary of Elron Technologies (Nasdaq: ELRN), from
January 2000 through January 2003, overseeing 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 is 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 21, 2003 at which time he became
Vice-


                                       6
<PAGE>

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. She previously held
several executive positions at 4 Kids Entertainment, Inc., a New York Stock
Exchange listed licensing and entertainment company, for fourteen years with her
most recent position being Senior Vice President of Licensing where she
supervised all of that company's 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. She elected early
retirement from 4 Kids in April 2003. 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 their 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.

ANDREW J. SCHENKER served as one of our directors from October 2002 to November
2003 at which time he 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. For the past
three years, he served as vice president, operations and creative director at
NowMarketing, Inc., a marketing technology company. Previously, he was involved
as 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.


                                       7
<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 1,500,000 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 23 investors purchased 2,000,000 of the shares and 1,000,000 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 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>

      From July 17, 2003 to August 15, 2003 we issued 1,696,000 common stock
options to two of our employees and seven 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.

      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 July 8, 2005 or 30 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.


                                       9
<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>


                                       10
<PAGE>

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

      Genio Group, 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. 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 subsiaries 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. from its inception date, March
2003 to September 30, 2003.

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.

      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.


                                       11
<PAGE>

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.

      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.

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.
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.

      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


                                       12
<PAGE>

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.

      Equity based compensation was $4,354,080 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. We will
continue to issue stock options to attract and retain employees in the future.
We may also pay certain consultants or other vendors by issuing shares of common
stock in lieu of cash payments.

      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.

      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.


                                       13
<PAGE>

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
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


                                       14
<PAGE>

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. We also market, sell and distribute
additional products in the nutritional supplement business as well as a limited
number of other consumer products. 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,
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


                                       15
<PAGE>

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.


                                       16
<PAGE>

      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.

      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. We are also involved in distributing consumer products
on behalf of third parties that we purchase for manufacturers that were also
part of the business that we acquired in 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.


                                       17
<PAGE>

      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
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.


                                       18
<PAGE>

      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.

      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.


                                       19
<PAGE>

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.

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.


                                       20
<PAGE>

      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.

      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.


                                       21
<PAGE>

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.


                                       22
<PAGE>

                                    PART III

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

Code of Ethics

      We have adopted a Code of Ethics and Business Conduct for Officers and
Directors and a Code of Ethics for Financial Executives that applies to all of
our executive officers, directors and financial executives. Copies of these
codes are filed as exhibits to this Form 10-KSB Report.

      Additional information required by this item will be contained in our
      Proxy Statement for the Annual Meeting of Stockholders, to be filed with
      the Securities and Exchange Commission pursuant to Rule 14a-6(c), and will
      be incorporated herein by reference or will be filed by amendment.

Item 10. Executive Compensation

      Information required by this item will be contained in our Proxy Statement
      for the Annual Meeting of Stockholders, to be filed with the Securities
      and Exchange Commission pursuant to Rule 14a-6(c), and will be
      incorporated herein by reference or will be filed by amendment.

Item 11. Security Ownership of Certain Beneficial Owners

      Information required by this item will be contained in our Proxy Statement
      for the Annual Meeting of Stockholders, to be filed with the Securities
      and Exchange Commission pursuant to Rule 14a-6(c), and will be
      incorporated herein by reference or will be filed by amendment.

Item 12. Certain Relationships and Related Transactions

      Information required by this item will be contained in our Proxy Statement
      for the Annual Meeting of Stockholders, to be filed with the Securities
      and Exchange Commission pursuant to Rule 14a-6(c), and will be
      incorporated herein by reference or will be filed by amendment.


                                       23
<PAGE>

Item 13. Exhibits and Reports on Form 8-K

      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" and those to be filed by amendment with an "A." Each item that has an
exhibit number highlighted by an asterix (*) is a management contract or
compensation plan.

<TABLE>
<CAPTION>
Exhibit No.       Description                                                           Identifiers
-----------       -----------                                                           -----------
<C>               <C>                                                                       <C>
2.1               Agreement of Sale dated Jat 18 12 18 nuary 2003 between
                  CDKnet.Com, Inc. and Genio Group, Inc. (formerly National
                  Management Consulting, Inc.)                                              (1)

2.2               Stock Purchase Agreement dated April 30, 2003 between Genio
                  Group, Inc., sole shareholder of HumanaTrans Services Group,
                  Inc. to Humanatrans Holding, Inc.                                         (2)

2.3               Acquisition Agreement dated as of July 9, 2003 among Genio
                  Group, Inc. (formerly Tele-V, Inc.), Shai Bar-Lavi and Genio
                  Group, Inc. (3)

3.1               By-laws, as amended                                                       (4)

3.2               Certificate of Incorporation of Tyconda Minerals Corp. (DE)               (4)

3.3               Agreement of Merger as of December 30, 1969 between Tyconda
                  Minerals Corporation (NV) and Tyconda Minerals Corp. (DE)                 (4)

3.4               Certificate of Amendment dated November 2, 1983 changing name
                  from Tyconda Minerals Corp. to Hy-Poll Technology, Inc.                   (4)

3.5               Certificate of Amendment dated September 22, 1995 changing
                  name from Hy-Poll Technology Inc. to Universal Turf, Inc.                 (4)

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

3.7               Certificate of Amendment dated October 23, 2002 changing name
                  from Universal Media Holdings, Inc. to National Management
                  Consulting, Inc.                                                          (6)
</TABLE>


                                       24
<PAGE>
<TABLE>
<CAPTION>
<C>               <C>                                                                       <C>
3.8               Certificate of Amendment dated July 21, 2003 changing name
                  from National Management Consulting, Inc. to Genio Group, Inc.            (7)

4.1               Specimen Stock Certificate                                                (F)

4.2               Form of Warrant dated July 23, 2003 and expiring July 23,
                  2005, having an exercise price of $1.50                                   (F)

4.3               Form of (A) Warrant dated December 8, 2003 and expiring
                  December 8, 2007 having an exercise price of $2.92                        (F)

4.4               Form of B Warrant dated December 8, 2003 having an exercise
                  price of $2.10 per share                                                  (F)

9.                None

10.1              Agreement of Sale dated January 2003 between CDKNet.Com, Inc.
                  and the registrant                                                        (1)

10.2              Revised Asset Purchase Agreement between CDKNet.Com, Inc. and
                  the registrant                                                            (6)

10.3              Grid Promissory Note given by Xcalibur Xpress, Inc. to the
                  registrant dated February 25, 2003                                        (8)

10.4              Guaranty of Transportation Logistics Int'l., Inc. issued
                  February 25, 2003 to the registrant                                       (8)

10.5              Secured Promissory Note given by Humana Trans Services Holding
                  Corp. and James W. Zimbler to the registrant dated April 30,
                  2003                                                                      (2)

10.6              Stock Purchase Agreement between Humana Trans Services Holding
                  Corp. and the registrant dated as of April 30, 2003                       (2)

10.7              Settlement Agreement among Humana Trans Services Group, Ltd.,
                  the registrant and James W. Zimbler dated as of April 30, 2003            (2)

10.8              Pledge Agreement among Humana Trans Services Holding Corp. and
                  James W. Zimbler and the registrant dated as of April 30, 2003            (2)
</TABLE>

                                       25
<PAGE>

<TABLE>
<CAPTION>
<C>               <C>                                                                       <C>
10.9              Escrow Agreement among Humana Trans Services Holding Corp.,
                  James W. Zimbler, the registrant and Sommer & Schneider LLP
                  dated as of April 30, 2003                                                (2)

10.10             Acquisition Agreement dated as of July 9, 2003 among Tele-V,
                  Inc., Shai Bar-Lavi, an officer, director and principal
                  shareholder of Tele-V, Inc. and the registrant                            (3)

10.11             Settlement Agreement dated as of July 10, 2003 among Humana
                  Trans Services Holding Corp., Humana Trans Services Group,
                  Ltd., the registrant, JWZ Holdings, Inc. and James W. Zimbler             (3)

10.12             Escrow Agreement dated as of July 21, 2003 between Sommer &
                  Schneider LLP, Genio, Inc. (formerly Tele-V, Inc., Tele-V
                  Media LLC, Shai Bar-Lavi and the registrant                               (F)

10.13             License Agreement dated March 27, 2003 between Marvel
                  Characters, Inc., Marvel Enterprises, Inc. and Tele-V (as to
                  which confidential treatment is requested as to certain
                  omitted portions)                                                         (A)

10.14*            Employment Agreement between the registrant and Shai Bar-Lavi
                  dated as of July 21, 2003                                                 (7)

10.15*            Employment Agreement between the registrant and Yaron
                  Ben-Horin dated as of July 21, 2003                                       (7)

10.16*            Employment Agreement between Genio, Inc. (formerly Tele-V,
                  Inc.) and Jeffrey Glickman dated as of July 21, 2003                      (7)

10.17             Settlement Agreement between the registrant and Steven (A).
                  Horowitz effective as of June 30, 2003                                    (7)

10.18             Settlement Agreement between the registrant and CDKnet.com,
                  Inc. effective as of June 30, 2003                                        (7)

10.19             Consulting Agreement dated August 1, 2003 between the
                  registrant and David Solomon                                              (F)
</TABLE>

                                       26
<PAGE>

<TABLE>
<CAPTION>
<C>               <C>                                                                       <C>
10.20             Consulting Agreement dated August 12, 2003 between the
                  registrant and Schlomo Schur                                              (F)

10.21             Amendment dated September 25, 2003 to License Agreement
                  between Marvel Characters, Inc., Marvel Enterprises, Inc. and
                  the registrant (as to which portions that are the subject of a
                  confidential treatment request are omitted)                               (A)

10.22             Media Buying Agreement dated as of October 24, 2003 between CB
                  Associates LLC and the registrant                                         (9)

10.23             Amendment dated as of November 18, 2003 between CB Associates
                  LLC and the registrant                                                    (9)

10.24             Distribution Agreement dated September 30, 2003 between Tomy
                  UK Ltd. and the registrant (as to which portions that are the
                  subject of a request for confidential treatment are omitted)              (A)

10.25*            Employment Agreement dated October 28, 2003 between Susan
                  Eisner and the registrant                                                 (F)

10.26*            Employment Agreement dated November 3, 2003 between Andrew J.
                  Schenker and the registrant                                               (F)

10.27             Form of Registration Rights Agreement dated December 8, 2003              (F)

10.28             Form of Registration Rights Agreement dated July 23, 2003                 (F)

10.29             Fulfillment Services Agreement dated June 4, 2003 between
                  .com Distribution Corp. and Genio, Inc.                                   (A)

11                Statement re: computation of per share earning (included in
                  the Notes to the Consolidated Financial Statements)                       (F)

13                None

14.1              Code of Business Conduct                                                  (F)

14.2              Code of Ethics for Financial Executives                                   (F)

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 5, 2003                                (11)
</TABLE>

                                       27
<PAGE>

<TABLE>
<CAPTION>
<C>               <C>                                                                       <C>
18.               None

20.               None

21.               Subsidiaries of the small business issuer                                 (F)

22.               None

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

24.               None

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

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

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

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

99.               None
</TABLE>

----------
(A)   By amendment (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, 2003

(5)   Form 8-K/A Report filed June 30, 2003

(6)   Form 8-K Report filed October 22, 2003

(7)   Form 10-QSB for the period ended June 30, 2003

(8)   Form 8-K Report filed March 3, 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

      b.    Reports on Form 8-K

      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


                                       28
<PAGE>

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.


                                       29
<PAGE>

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: January 12, 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:

<TABLE>
<CAPTION>
Signature                             Capacity                        Date
---------                             --------                        ----
<S>                                   <C>                             <C>
/s/ Shai Bar-Lavi                     Chairman and CEO                January 12, 2004
-----------------------------------   (Principal Executive Officer)
Shai Bar-Lavi


/s/ Andrew J. Schenker                Chief Financial Officer and     January 12, 2004
-----------------------------------   Senior VP (Principal Financial
Andrew J. Schenker                    and Accounting Officer)


/s/ Steven A. Horowitz                Vice Chairman                   January 12, 2004
-----------------------------------
Steven A. Horowitz
</TABLE>


                                       31
<PAGE>

                              FINANCIAL STATEMENTS


                                      F-1
<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 ended 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 ended 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
                                                                     ------------------
<S>                                                                     <C>
                                   ASSETS
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
Preferred stock, no par value,
    2,000,000 shares authorized, 0 shares issued
  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


                                                               Period Ending
                                                               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>

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

Period Ended September 30, 2003

<TABLE>
<CAPTION>
                                      Preferred Stock      Commn Stock                                      Unearned
                                      -------------------------------------                                Consulting
                                          #    $           #            $          APIC        Deficit      Services        Total
                                      ----------------------------------------------------------------------------------------------
<S>                                       <C> <C>      <C>          <C>         <C>          <C>           <C>          <C>
Balance September 30, 2002                0   $  0     4,521,979    $   452     $ 2,410,626  ($2,748,406)  $        0   ($  337,328)
Predecessor Activity
Cancellation of previous
 issued shares - effective not issued                 (3,166,669)      (317)            317                                       0

Common shares issued Humana Trans
 acquisition and settlement                            3,972,470        397         545,463                                 545,860

Value of options issued                                                              67,500                                  67,500

Common shares issued for services                        857,500         86         904,700                                 904,786

Option exercise                                          180,000         18          17,982                                  18,000

Common shares issued in settlement                                                  196,310                                 196,310

Net loss - Predecessor                                                                        (1,382,717)                (1,382,717)
                                      ----------------------------------------------------------------------------------------------
Balance prior to recapitalization         0      0     6,365,280        636       4,142,898   (4,131,123)           0        12,411


Recapitalization                                                                              (4,131,123)   4,131,123             0

Reverse merger with Genio                             15,484,448      1,548                                                   1,548

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 recapitaization                                                                 (5,494,162)                (5,494,162)
                                      ----------------------------------------------------------------------------------------------
Balance September 30, 2003                0   $  0    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

                                                              Period Ending
                                                        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 isued 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 "Genio" or the "Company") is a developer and marketer of entertainment
and leisure products. Genio 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. with the business of Genio Inc. being the successor
entity. The acquisition was accounted for as a reverse acquisition with the
management of Genio controlling and operating the Company after the acquisition
date. The financial statements presented primarily represent the operations of
Genio Inc. and its subsidiaries from its inception date, May 14, 2003, to
September 30, 2003

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

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of Genio Group, Inc.
and its subsidiaries ("the Company"). 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.


                                      F-7
<PAGE>

                                GENIO GROUP, INC.
                   Notes to Consolidated Financial Statements

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


                                      F-9
<PAGE>

                                GENIO GROUP, INC.
                   Notes to Consolidated Financial Statements

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.

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:


                                      F-10
<PAGE>

                                GENIO GROUP, INC.
                   Notes to Consolidated Financial Statements

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 receivable have been deferred as indicated in Note 8.

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.

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
                                                                  ========


                                      F-11
<PAGE>

                                GENIO GROUP, INC.
                   Notes to Consolidated Financial Statements

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. 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.

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:


                                      F-12
<PAGE>

                                GENIO GROUP, INC.
                   Notes to Consolidated Financial Statements

      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 each of 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
                                                     =========      =====

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.


                                      F-13
<PAGE>

                                GENIO GROUP, INC.
                   Notes to Consolidated Financial Statements

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.

Stock option activity for each of 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
                                                  =========         =====

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:


                                      F-14
<PAGE>

                                GENIO GROUP, INC.
                   Notes to Consolidated Financial Statements

<TABLE>
<CAPTION>
                                                  Outstanding and exercisable
                            -------------------------------------------------------------------------
                                                                  Weighted-
                                               Weighted-average     Average
                                 Number         remaining life      Exercise           Number
                               Outstanding         in years          Price           Exercisable
                            -------------------------------------------------------------------------
<S>                           <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

NOTE 12 - CAPITAL STOCK

On July 21, 2003, the Company acquired Genio 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. controlling and operating the Company. This transaction
has been accounted for as a reverse acquisition by Genio Inc. The capital
structure of the Company has been recapitalized to account for the equity
structure subsequent to the acquisition as if Genio 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


                                      F-15
<PAGE>

                                GENIO GROUP, INC.
                   Notes to Consolidated Financial Statements

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
an eighteen month period. The proceeds of such private offering were utilized by
the Company for development and inventory purchases for its Genio Card.

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 $30,000 for each 30 days the filing is late. If the
registration statement is not effective by January 21, 2004, the Company is
required to pay monthly penalties at the rate of 1% of the market value of the
securities.

During the period ended September 30, 2003, the Company issues 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.


                                      F-16
<PAGE>

                                GENIO GROUP, INC.
                   Notes to Consolidated Financial Statements

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.

The Company has entered into a Licensing Agreement 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).

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.

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.


                                      F-17
<PAGE>

                                GENIO GROUP, INC.
                   Notes to Consolidated Financial Statements

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 5% of net sales on Genio products up to an aggregate of $20,000,000 in Genio
product sales.

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
these customers could have an adverse effect on results. The Company has one
major supplier, that is a related entity.

NOTE 18 - OTHER TRANSACTIONS

During the quarter ended June 30, 2003, and prior to the reverse merger with
Genio, 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).


                                      F-18
<PAGE>

                                GENIO GROUP, INC.
                   Notes to Consolidated Financial Statements

Diversified Capital and CDKNet

On October 22, 2002, as amended on January 5, 2003, the Company entered into an
Asset Purchase Agreement wherein the Company purchased from CDKNet.com, Inc.,
certain assets, namely the entity known as Diversified Capital Holdings, LLC and
certain assets of the entity known as the CDKNet, LLC. The owners of Diversified
Capital Holdings, LLC ("Diversified") and certain stockholders and officers of
CDKNet.com, Inc. were also stockholders and officers of the Company. The
purchase price was $339,000 for the assets in the form of a secured promissory
note that bears interest at the rate of five percent (5%), payable monthly until
February 2006. The assets acquired included stock positions in small public
companies, and certain debt instruments. Effective June 30, 2003, the Company
reached an agreement to fully settle its obligations under the Note with
CDKNet.com, Inc. On July 21, 2003, the Company and CDKNet.com, Inc. executed a
settlement agreement (the "CDK Settlement"), pursuant to which the CDK Note has
been settled in full without any cash payment by the Company in exchange for (i)
the Company's releasing any right, title and interest to 34,750 shares of Series
A preferred stock of CDK.net.com, Inc. held by an escrow agent; (ii)cancellation
of license of technology held by the Company from CDKNet, LLC; and (iii)
assignment by the Company of its right, title, and interest in certain
promissory notes held by the Company and certain marketable securities. As a
result of this transaction between entities that have common control, the
Company recorded an increase to additional paid in capital of $196,310.

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 recission 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 recission 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