As filed with the Securities and Exchange Commission on November 20, 2003.

                                                           Registration No. 333-

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                GENIO GROUP, INC.
             (Exact name of registrant as specified in its charter)


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



                     1120 Avenue of the Americas, Suite 4020
                            New York, New York 10036
                                 (212) 626-6702
    (Address, including ZIP code, and telephone number, including area code,
                  of registrant's principal executive office)

                             MEDIA BUYING AGREEMENT
                            (Full title of the Plans)

                                  Shai Bar-Lavi
                             Chief Executive Officer
                                Genio Group, Inc.
                     1120 Avenue of the Americas, Suite 4020
                            New York, New York 10036
                                 (212) 626-6702
            (Name, address and telephone number of agent of services)


                                 With copies to:
                             Joel C. Schneider, Esq.
                             Sommer & Schneider LLP
                          595 Stewart Avenue, Suite 710
                           Garden City, New York 11530
                                 (516) 228-8181
                      (Name, address and telephone number)

         If any of the  securities  being  registered  on  this  form  are to be
offered on a delayed or continuous  basis pursuant to Rule 415 of the Securities
Act of 1933, check the following box |X|

<PAGE>



CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
              Title of Securities                         Proposed Maximum     Proposed Maximum     Aggregate      Amount of
                Being Registered                               Amount         Offering Price Per     Offering     Registration
                                                          to be Registered           Share          Price (1)         Fee
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>                    <C>             <C>             <C>
Common Stock, $0.0001 par value                               200,000                $3.80           $760,000        $96.31
---------------------------------------------------------------------------------------------------------------------------------
TOTAL                                                         200,000                $3.80           $760,000        $96.31
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   Estimated  solely  for the  purpose  of  computing  the  registration  fee
      pursuant  to  Rule  457,  on  the  basis  of  the  closing  price  of  the
      Registrant's Common Stock as reported on NASDAQ on November 17, 2003.





                                       2
<PAGE>

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION

         See Item 2. below.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         The documents  containing the information  specified in Part I, Items 1
and 2, will be delivered to each of the participants in accordance with Form S-8
and Rule 428  promulgated  under the Securities  Act of 1933.  The  participants
shall be provided a written  statement  notifying them that upon written or oral
request they will be provided, without charge, (i) the documents incorporated by
reference  in Item 3 of Part II of the  registration  statement,  and (ii) other
documents  required to be delivered  pursuant to Rule 428(b). The statement will
inform the  participants  that these documents are  incorporated by reference in
the Section 10(a)  prospectus,  and shall  include the address  (giving title or
department) and telephone number to which the request is to be directed.

         A copy of any document or part hereof incorporated by reference in this
Registration  Statement but not delivered  with this  Prospectus or any document
required to be delivered  pursuant to Rule 428(b) under the  Securities Act will
be furnished  without  charge upon written or oral request.  Requests  should be
addressed to the Genio Group, Inc., 1120 Avenue of the Americas, Suite 4020, New
York, NY 10036.




                                       3
<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         The  following   documents  are   incorporated  by  reference  in  this
registration statement:

         (a)      Registrant's  Annual Report on Form 10-KSB for the fiscal year
                  ended  September  30,  2002,  filed  with the  Securities  and
                  Exchange Commission ("SEC") on January 17, 2003.

         (b)      Registrant's  Quarterly  Report on Form 10-QSB for the quarter
                  ended  December 31,  2002,  filed with the SEC on February 21,
                  2003.

         (c)      Registrant's  Form 8-K  Current  Report  filed with the SEC on
                  March 5, 2003.

         (d)      Registrant's  Form 8-K  Current  Report  filed with the SEC on
                  April 7, 2003.

         (e)      Registrant's  Form 8-K  Current  Report  filed with the SEC on
                  April 22, 2003. (f) Registrant's Form 8-K Current Report filed
                  with the SEC on May 13, 2003.

         (g)      Registrant's  Quarterly  Report on Form 10-QSB for the quarter
                  ended March 31, 2003, filed with the SEC on May 27, 2003.

         (h)      Registrant's Form 8-K Current Report originally filed with the
                  SEC on May 27, 2003 and amended on June 6, 2003.

         (i)      Registrant's Form 8-K Current Report originally filed with the
                  SEC on May 28, 2003 and amended on June 6, 2003.

         (j)      Registrant's  Form 8-K  Current  Report  filed with the SEC on
                  June 3, 2003.

         (k)      Registrant's  Form 8-K  Current  Report  filed with the SEC on
                  July 14, 2003. (l) Registrant's  Form 8-K Current Report filed
                  with  the SEC on July  21,  2003.  (m)  Registrant's  Form 8-K
                  Current Report filed with the SEC on August 4, 2003.

         (n)      Registrant's  Quarterly  Report on Form 10-QSB for the quarter
                  ended June 30, 2003, filed with the SEC on August 20, 2003.

         (o)      Definitive  Information  Statement  on Schedule 14C filed with
                  the SEC on August 21, 2003. (p) Registrant's  Form 8-K Current
                  Report filed with the SEC on October 3, 2003.

         All  documents  filed by the  Registrant  pursuant to  Sections  13(a),
13(c),  14 and 15(d) of the  Securities  Exchange  Act of 1934 after the date of
this  registration  statement  and  prior  to  the  filing  of a  post-effective
amendment to this  registration  statement  which  indicates that all securities
offered  hereunder  have been sold, or which  deregisters  all  securities  then
remaining  unsold  under  this  registration  statement,  shall be  deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES

         Not  applicable.  The class of  securities  to be offered is registered
under Section 12 of the Securities Exchange Act of 1934.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

         No named  expert or  counsel  was  hired on a  contingent  basis,  will
receive a direct or indirect  interest in the small  business  issuer,  or was a
promoter,  underwriter,  voting trustee,  director,  officer, or employee of the
Registrant.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The  Certificate of  Incorporation  and By-laws of the Company  provide
that the Company  shall  indemnify to the fullest  permitted by Delaware law any
person  whom  it  may  indemnify  thereunder,   including  directors,  officers,
employees and agents of the Company. Such indemnification (other than as ordered
by a  court)  shall  be made  by the  Company  only  upon a  determination  that
indemnification  is proper in the  circumstances  because the individual met the
applicable  standard of conduct  i.e.,  such person acted in good faith and in a
manner he  reasonably  believed to be in or not opposed to the best  interest of
the  Company.  Advances  for  such  indemnification  may be  made  pending  such
determination.  Such determination  shall be made by a majority vote of a quorum
consisting of disinterested directors, or by independent legal counsel or by the
stockholders.  In addition,  the Certificate of  Incorporation  provides for the
elimination,  to the extent permitted by Delaware law, of personal  liability of
directors to the Company and its stockholders for monetary damages for breach of
fiduciary duty as directors.



                                       4
<PAGE>

         The Company has also agreed to indemnify  each  director and  executive
officer  pursuant to an  Indemnification  Agreement  with each such director and
executive officer from and against any and all expenses, losses, claims, damages
and liability  incurred by such director or executive officer for or as a result
of action taken or not taken while such director or executive officer was acting
in his capacity as a director,  officer,  employee or agent of the Company.  The
obligations of the Company for indemnification is limited to the extent provided
in the Delaware General Corporation Law and is also limited in situations where,
among others,  the  indemnitee is  deliberately  dishonest,  gains any profit or
advantage to which he is not legally entitled or is otherwise indemnified.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against  such  liabilities  (other  than the  payment by the Company of expenses
incurred or paid by a director,  officer or controlling person of the Company in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  of whether  such  indemnification  by it is against
public  policy as  expressed in the  Securities  Act and will be governed by the
final adjudication of such issue.


ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

       Not applicable.

ITEM 8. EXHIBITS

   Exhibit
   Number         Description of Document
   ------         -----------------------

         3.1      Articles of Incorporation of the Registrant, as amended (1)

         3.2      By-Laws of the Registrant, as amended (1)

         4.1      Media Buying  Agreement dated October 24, 2003,  between Genio
                  Group, Inc. and CB Associates LLC (2)

         4.2      Amendment to Media Buying  Agreement  dated  November 18, 2003
                  between Genio Group, Inc. and CB Associates LLC (2)

         5.1      Opinion of counsel re: legality of securities being registered
                  (2)

         23.1     Consent of Aaron Stein, CPA Independent Auditor (2)

         23.2     Consent of Counsel (included in Exhibit 5.1) (2)

------------
(1)  Incorporated  by reference  from the  Registrant's  Amended  Report on Form
     10-SB filed with the SEC on December 10, 1999,  and as amended  thereafter,
     and incorporated herein by reference.

(2)  Filed herewith.

ITEM 9. UNDERTAKINGS

       (a) The undersigned Registrant hereby undertakes:

              1. To file,  during any period in which  offers or sales are being
         made, a post-effective amendment to this registration statement:



                                       5
<PAGE>

                           i.       To  include  any   prospectus   required  by
                                    Section  10(a)(3) of the  Securities  Act of
                                    1933, as amended;

                           ii.      To  reflect in the  prospectus  any facts or
                                    events  arising after the effective  date of
                                    this  registration  statement  (or the  most
                                    recent  post-effective   amendment  thereof)
                                    which,  individually  or in  the  aggregate,
                                    represent  a   fundamental   change  in  the
                                    information  set forth in this  registration
                                    statement;

                           iii.     To include  any  material  information  with
                                    respect  to the  plan  of  distribution  not
                                    previously  disclosed  in this  registration
                                    statement  or any  material  change  to such
                                    information in the registration statement;

                           Provided,  however,  that  paragraphs  (a)(1)(i)  and
                  (a)(1)(ii)  do not  apply if the  information  required  to be
                  included in a post-effective  amendment by those paragraphs is
                  contained in periodic reports filed by the Registrant pursuant
                  to Section 13 or Section 15(d) of the Securities  Exchange Act
                  of  1934  that  are   incorporated   by   reference   in  this
                  registration statement.

              2. That,  for the purpose of determining  any liability  under the
         Securities Act of 1933,  each such  post-effective  amendment  shall be
         deemed to be a new  registration  statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

              3. To  remove  from  registration  by  means  of a  post-effective
         amendment any of the securities  being registered that remain unsold at
         the termination of the offering.

                           i.       The undersigned Registrant hereby undertakes
                                    that,  for  purposes  of   determining   any
                                    liability  under the Securities Act of 1933,
                                    each  filing  of  the  Registrant's   annual
                                    report  pursuant to section 13(a) or section
                                    15(d) of the Securities Exchange Act of 1934
                                    (and,  where  applicable,  each filing of an
                                    employee   benefit   plan's   annual  report
                                    pursuant to section 15(d) of the  Securities
                                    Exchange  Act of 1934) that is  incorporated
                                    by reference in the  registration  statement
                                    shall  be  deemed  to be a new  registration
                                    statement relating to the securities offered
                                    therein, and the offering of such securities
                                    at  that  time  shall  be  deemed  to be the
                                    initial bona fide offering thereof.

                           ii.      Insofar as  indemnification  for liabilities
                                    arising under the Securities Act of 1933 may
                                    be  permitted  to  directors,  officers  and
                                    controlling  persons of the Registrant,  the
                                    Registrant  has  been  advised  that  in the
                                    opinion  of  the   Securities  and  Exchange
                                    Commission such  indemnification  is against
                                    public  policy as  expressed  in the Act and
                                    is, therefore,  unenforceable.  In the event
                                    that a  claim  for  indemnification  against
                                    such liabilities  (other than the payment by
                                    the Registrant of expenses  incurred or paid
                                    by a director, officer or controlling person
                                    of the Registrant in the successful  defense
                                    of  any  action,   suit  or  proceeding)  is
                                    asserted  by  such   director,   officer  or
                                    controlling  person in  connection  with the
                                    securities being registered,  the Registrant
                                    will,  unless in the  opinion of its counsel
                                    the matter has been  settled by  controlling
                                    precedent,  submit to a court of appropriate
                                    jurisdiction   the  question   whether  such
                                    indemnification  by  it  is  against  public
                                    policy as  expressed  in the act and will be
                                    governed by the final  adjudication  of such
                                    issue.




                                       6
<PAGE>

                                   SIGNATURES

       Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in New York County, State of New York, on the 20th day of November,
2003.

                                          GENIO GROUP, INC.



                                          By: /s/ Shai Bar-Lavi
                                              ----------------------------------
                                              Shai Bar-Lavi
                                              Chairman of the Board of Directors
                                              and Chief Executive Officer



     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

Date: November 20, 2003

                                     /s/ Shai Bar-Lavi
                                     ------------------------------------------
                                     Shai Bar-Lavi
                                     Chairman of the Board of Directors
                                     and Chief Executive Officer
                                     (Principal Executive Officer and Principal
                                     Accounting Officer)




                                     /s/ Steven A. Horowitz
                                     ------------------------------------------
                                     Steven A. Horowitz
                                     President and Director





                                       7
<PAGE>

                                                     INDEX TO EXHIBITS



   Exhibit   Description of Document
   Number

   Exhibit
   Number         Description of Document
   ------         -----------------------

         3.1      Articles of Incorporation of the Registrant, as amended (1)

         3.2      By-Laws of the Registrant, as amended (1)

         4.1      Media Buying  Agreement dated October 24, 2003,  between Genio
                  Group, Inc. and CB Associates LLC (2)

         4.2      Amendment to Media Buying  Agreement  dated  November 18, 2003
                  between Genio Group, Inc. and CB Associates LLC (2)

         5.1      Opinion of counsel re: legality of securities being registered
                  (2)

         23.1     Consent of Aaron Stein, CPA Independent Auditor (2)

         23.2     Consent of Counsel (included in Exhibit 5.1) (2)

-------------
(1)       Incorporated by reference from the Registrant's Amended Report on Form
          10-SB  filed  with  the  SEC on  December  10,  1999,  and as  amended
          thereafter, and incorporated herein by reference.
(2)       Filed herewith.




                                       8
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "secsgml_size_bytes": 22195}]
{"company-data": {"conformed-name": "GENIO GROUP INC", "cik": "0001100779", "assigned-sic": "4210", "irs-number": "223360133", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-110620", "film-number": "031015297"}, "business-address": {"street1": "1120 AVENUE OF THE AMERICAS,", "street2": "SUITE 4020", "city": "NEW YORK", "state": "NY", "zip": "10036", "phone": "(212) 626-6702"}, "mail-address": {"street1": "1120 AVENUE OF THE AMERICAS,", "street2": "SUITE 4020", "city": "NEW YORK", "state": "NY", "zip": "10036"}, "former-company": [{"former-conformed-name": "NATIONAL MANAGEMENT CONSULTANTS INC", "date-changed": "20021209"}, {"former-conformed-name": "UNIVERSAL MEDIA HOLDINGS INC", "date-changed": "20000414"}, {"former-conformed-name": "NET TRONICS COMMUNICATIONS CORP", "date-changed": "19991209"}]}
As filed with the Securities and Exchange Commission on November 20, 2003.

                                                           Registration No. 333-

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                GENIO GROUP, INC.
             (Exact name of registrant as specified in its charter)

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

                     1120 Avenue of the Americas, Suite 4020
                            New York, New York 10036
                                 (212) 626-6702
    (Address, including ZIP code, and telephone number, including area code,
                  of registrant's principal executive office)

                             MEDIA BUYING AGREEMENT
                            (Full title of the Plans)

                                  Shai Bar-Lavi
                             Chief Executive Officer
                                Genio Group, Inc.
                     1120 Avenue of the Americas, Suite 4020
                            New York, New York 10036
                                 (212) 626-6702
            (Name, address and telephone number of agent of services)

                                 With copies to:
                             Joel C. Schneider, Esq.
                             Sommer & Schneider LLP
                          595 Stewart Avenue, Suite 710
                           Garden City, New York 11530
                                 (516) 228-8181
                      (Name, address and telephone number)

         If any of the  securities  being  registered  on  this  form  are to be
offered on a delayed or continuous  basis pursuant to Rule 415 of the Securities
Act of 1933, check the following box |X|
CALCULATION OF REGISTRATION FEE
Title of Securities                         Proposed Maximum     Proposed Maximum     Aggregate      Amount of
                Being Registered                               Amount         Offering Price Per     Offering     Registration
                                                          to be Registered           Share          Price (1)         Fee
---------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.0001 par value                               200,000                $3.80           $760,000        $96.31
---------------------------------------------------------------------------------------------------------------------------------
TOTAL                                                         200,000                $3.80           $760,000        $96.31
---------------------------------------------------------------------------------------------------------------------------------
(1)   Estimated  solely  for the  purpose  of  computing  the  registration  fee
      pursuant  to  Rule  457,  on  the  basis  of  the  closing  price  of  the
      Registrant's Common Stock as reported on NASDAQ on November 17, 2003.

                                       2
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION

         See Item 2. below.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         The documents  containing the information  specified in Part I, Items 1
and 2, will be delivered to each of the participants in accordance with Form S-8
and Rule 428  promulgated  under the Securities  Act of 1933.  The  participants
shall be provided a written  statement  notifying them that upon written or oral
request they will be provided, without charge, (i) the documents incorporated by
reference  in Item 3 of Part II of the  registration  statement,  and (ii) other
documents  required to be delivered  pursuant to Rule 428(b). The statement will
inform the  participants  that these documents are  incorporated by reference in
the Section 10(a)  prospectus,  and shall  include the address  (giving title or
department) and telephone number to which the request is to be directed.

         A copy of any document or part hereof incorporated by reference in this
Registration  Statement but not delivered  with this  Prospectus or any document
required to be delivered  pursuant to Rule 428(b) under the  Securities Act will
be furnished  without  charge upon written or oral request.  Requests  should be
addressed to the Genio Group, Inc., 1120 Avenue of the Americas, Suite 4020, New
York, NY 10036.

                                       3
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         The  following   documents  are   incorporated  by  reference  in  this
registration statement:

         (a)      Registrant's  Annual Report on Form 10-KSB for the fiscal year
                  ended  September  30,  2002,  filed  with the  Securities  and
                  Exchange Commission ("SEC") on January 17, 2003.

         (b)      Registrant's  Quarterly  Report on Form 10-QSB for the quarter
                  ended  December 31,  2002,  filed with the SEC on February 21,
                  2003.

         (c)      Registrant's  Form 8-K  Current  Report  filed with the SEC on
                  March 5, 2003.

         (d)      Registrant's  Form 8-K  Current  Report  filed with the SEC on
                  April 7, 2003.

         (e)      Registrant's  Form 8-K  Current  Report  filed with the SEC on
                  April 22, 2003. (f) Registrant's Form 8-K Current Report filed
                  with the SEC on May 13, 2003.

         (g)      Registrant's  Quarterly  Report on Form 10-QSB for the quarter
                  ended March 31, 2003, filed with the SEC on May 27, 2003.

         (h)      Registrant's Form 8-K Current Report originally filed with the
                  SEC on May 27, 2003 and amended on June 6, 2003.

         (i)      Registrant's Form 8-K Current Report originally filed with the
                  SEC on May 28, 2003 and amended on June 6, 2003.

         (j)      Registrant's  Form 8-K  Current  Report  filed with the SEC on
                  June 3, 2003.

         (k)      Registrant's  Form 8-K  Current  Report  filed with the SEC on
                  July 14, 2003. (l) Registrant's  Form 8-K Current Report filed
                  with  the SEC on July  21,  2003.  (m)  Registrant's  Form 8-K
                  Current Report filed with the SEC on August 4, 2003.

         (n)      Registrant's  Quarterly  Report on Form 10-QSB for the quarter
                  ended June 30, 2003, filed with the SEC on August 20, 2003.

         (o)      Definitive  Information  Statement  on Schedule 14C filed with
                  the SEC on August 21, 2003. (p) Registrant's  Form 8-K Current
                  Report filed with the SEC on October 3, 2003.

         All  documents  filed by the  Registrant  pursuant to  Sections  13(a),
13(c),  14 and 15(d) of the  Securities  Exchange  Act of 1934 after the date of
this  registration  statement  and  prior  to  the  filing  of a  post-effective
amendment to this  registration  statement  which  indicates that all securities
offered  hereunder  have been sold, or which  deregisters  all  securities  then
remaining  unsold  under  this  registration  statement,  shall be  deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES

         Not  applicable.  The class of  securities  to be offered is registered
under Section 12 of the Securities Exchange Act of 1934.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

         No named  expert or  counsel  was  hired on a  contingent  basis,  will
receive a direct or indirect  interest in the small  business  issuer,  or was a
promoter,  underwriter,  voting trustee,  director,  officer, or employee of the
Registrant.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The  Certificate of  Incorporation  and By-laws of the Company  provide
that the Company  shall  indemnify to the fullest  permitted by Delaware law any
person  whom  it  may  indemnify  thereunder,   including  directors,  officers,
employees and agents of the Company. Such indemnification (other than as ordered
by a  court)  shall  be made  by the  Company  only  upon a  determination  that
indemnification  is proper in the  circumstances  because the individual met the
applicable  standard of conduct  i.e.,  such person acted in good faith and in a
manner he  reasonably  believed to be in or not opposed to the best  interest of
the  Company.  Advances  for  such  indemnification  may be  made  pending  such
determination.  Such determination  shall be made by a majority vote of a quorum
consisting of disinterested directors, or by independent legal counsel or by the
stockholders.  In addition,  the Certificate of  Incorporation  provides for the
elimination,  to the extent permitted by Delaware law, of personal  liability of
directors to the Company and its stockholders for monetary damages for breach of
fiduciary duty as directors.

                                       4
The Company has also agreed to indemnify  each  director and  executive
officer  pursuant to an  Indemnification  Agreement  with each such director and
executive officer from and against any and all expenses, losses, claims, damages
and liability  incurred by such director or executive officer for or as a result
of action taken or not taken while such director or executive officer was acting
in his capacity as a director,  officer,  employee or agent of the Company.  The
obligations of the Company for indemnification is limited to the extent provided
in the Delaware General Corporation Law and is also limited in situations where,
among others,  the  indemnitee is  deliberately  dishonest,  gains any profit or
advantage to which he is not legally entitled or is otherwise indemnified.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against  such  liabilities  (other  than the  payment by the Company of expenses
incurred or paid by a director,  officer or controlling person of the Company in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  of whether  such  indemnification  by it is against
public  policy as  expressed in the  Securities  Act and will be governed by the
final adjudication of such issue.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

       Not applicable.

ITEM 8. EXHIBITS

   Exhibit
   Number         Description of Document
   ------         -----------------------

         3.1      Articles of Incorporation of the Registrant, as amended (1)

         3.2      By-Laws of the Registrant, as amended (1)

         4.1      Media Buying  Agreement dated October 24, 2003,  between Genio
                  Group, Inc. and CB Associates LLC (2)

         4.2      Amendment to Media Buying  Agreement  dated  November 18, 2003
                  between Genio Group, Inc. and CB Associates LLC (2)

         5.1      Opinion of counsel re: legality of securities being registered
                  (2)

         23.1     Consent of Aaron Stein, CPA Independent Auditor (2)

         23.2     Consent of Counsel (included in Exhibit 5.1) (2)

------------
(1)  Incorporated  by reference  from the  Registrant's  Amended  Report on Form
     10-SB filed with the SEC on December 10, 1999,  and as amended  thereafter,
     and incorporated herein by reference.

(2)  Filed herewith.

ITEM 9. UNDERTAKINGS

       (a) The undersigned Registrant hereby undertakes:

              1. To file,  during any period in which  offers or sales are being
         made, a post-effective amendment to this registration statement:

                                       5
i.       To  include  any   prospectus   required  by
                                    Section  10(a)(3) of the  Securities  Act of
                                    1933, as amended;

                           ii.      To  reflect in the  prospectus  any facts or
                                    events  arising after the effective  date of
                                    this  registration  statement  (or the  most
                                    recent  post-effective   amendment  thereof)
                                    which,  individually  or in  the  aggregate,
                                    represent  a   fundamental   change  in  the
                                    information  set forth in this  registration
                                    statement;

                           iii.     To include  any  material  information  with
                                    respect  to the  plan  of  distribution  not
                                    previously  disclosed  in this  registration
                                    statement  or any  material  change  to such
                                    information in the registration statement;

                           Provided,  however,  that  paragraphs  (a)(1)(i)  and
                  (a)(1)(ii)  do not  apply if the  information  required  to be
                  included in a post-effective  amendment by those paragraphs is
                  contained in periodic reports filed by the Registrant pursuant
                  to Section 13 or Section 15(d) of the Securities  Exchange Act
                  of  1934  that  are   incorporated   by   reference   in  this
                  registration statement.

              2. That,  for the purpose of determining  any liability  under the
         Securities Act of 1933,  each such  post-effective  amendment  shall be
         deemed to be a new  registration  statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

              3. To  remove  from  registration  by  means  of a  post-effective
         amendment any of the securities  being registered that remain unsold at
         the termination of the offering.

                           i.       The undersigned Registrant hereby undertakes
                                    that,  for  purposes  of   determining   any
                                    liability  under the Securities Act of 1933,
                                    each  filing  of  the  Registrant's   annual
                                    report  pursuant to section 13(a) or section
                                    15(d) of the Securities Exchange Act of 1934
                                    (and,  where  applicable,  each filing of an
                                    employee   benefit   plan's   annual  report
                                    pursuant to section 15(d) of the  Securities
                                    Exchange  Act of 1934) that is  incorporated
                                    by reference in the  registration  statement
                                    shall  be  deemed  to be a new  registration
                                    statement relating to the securities offered
                                    therein, and the offering of such securities
                                    at  that  time  shall  be  deemed  to be the
                                    initial bona fide offering thereof.

                           ii.      Insofar as  indemnification  for liabilities
                                    arising under the Securities Act of 1933 may
                                    be  permitted  to  directors,  officers  and
                                    controlling  persons of the Registrant,  the
                                    Registrant  has  been  advised  that  in the
                                    opinion  of  the   Securities  and  Exchange
                                    Commission such  indemnification  is against
                                    public  policy as  expressed  in the Act and
                                    is, therefore,  unenforceable.  In the event
                                    that a  claim  for  indemnification  against
                                    such liabilities  (other than the payment by
                                    the Registrant of expenses  incurred or paid
                                    by a director, officer or controlling person
                                    of the Registrant in the successful  defense
                                    of  any  action,   suit  or  proceeding)  is
                                    asserted  by  such   director,   officer  or
                                    controlling  person in  connection  with the
                                    securities being registered,  the Registrant
                                    will,  unless in the  opinion of its counsel
                                    the matter has been  settled by  controlling
                                    precedent,  submit to a court of appropriate
                                    jurisdiction   the  question   whether  such
                                    indemnification  by  it  is  against  public
                                    policy as  expressed  in the act and will be
                                    governed by the final  adjudication  of such
                                    issue.

                                       6
SIGNATURES

       Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in New York County, State of New York, on the 20th day of November,
2003.

                                          GENIO GROUP, INC.

                                          By: /s/ Shai Bar-Lavi
                                              ----------------------------------
                                              Shai Bar-Lavi
                                              Chairman of the Board of Directors
                                              and Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

Date: November 20, 2003

                                     /s/ Shai Bar-Lavi
                                     ------------------------------------------
                                     Shai Bar-Lavi
                                     Chairman of the Board of Directors
                                     and Chief Executive Officer
                                     (Principal Executive Officer and Principal
                                     Accounting Officer)

                                     /s/ Steven A. Horowitz
                                     ------------------------------------------
                                     Steven A. Horowitz
                                     President and Director

                                       7
INDEX TO EXHIBITS

   Exhibit   Description of Document
   Number

   Exhibit
   Number         Description of Document
   ------         -----------------------

         3.1      Articles of Incorporation of the Registrant, as amended (1)

         3.2      By-Laws of the Registrant, as amended (1)

         4.1      Media Buying  Agreement dated October 24, 2003,  between Genio
                  Group, Inc. and CB Associates LLC (2)

         4.2      Amendment to Media Buying  Agreement  dated  November 18, 2003
                  between Genio Group, Inc. and CB Associates LLC (2)

         5.1      Opinion of counsel re: legality of securities being registered
                  (2)

         23.1     Consent of Aaron Stein, CPA Independent Auditor (2)

         23.2     Consent of Counsel (included in Exhibit 5.1) (2)

-------------
(1)       Incorporated by reference from the Registrant's Amended Report on Form
          10-SB  filed  with  the  SEC on  December  10,  1999,  and as  amended
          thereafter, and incorporated herein by reference.
(2)       Filed herewith.

                                       8