SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Event Requiring Report: July 21, 2003
NATIONAL MANAGEMENT CONSULTING, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-28459 22-3360133
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
Steven A. Horowitz, President
National Management Consulting, Inc..
1120 Avenue of the Americas, Suite 4020, New York, NY 10036
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(Address of Principal Executive Offices)
(212) 626-6702
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(Registrant's telephone number, including area code)
545 Madison Avenue, 6th Floor
New York, New York 10022
(former name and address of registrant)
(516) 683-1500
(Registrant's former telephone number)
Item 2. Acquisition or Disposition of Assets
As previously reported on Form 8-K, on July 9, 2003, National
Management Consulting, Inc. (the "Company") entered into a definitive
acquisition agreement with Tele-V, Inc., a privately held 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 in exchange for
the issuance of a majority of the issued and outstanding common stock of
National (the "TV Acquisition").
TV is a diversified retail marketing and distribution Company firm
whose team has substantial experience in the marketing of a range of consumer
based products and which also holds a worldwide license to manufacture and sell
specific categories of products based upon globally recognized entertainment
characters. On July 21, 2003, the Company completed the TV Acquisition and TV
became a wholly-owned subsidiary of the Company. At the closing, the share-
holders 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 that is enabling TV to meet the increasing demands
of purchase orders and related costs associated with its licensing obligations.
The Company secured the capital for TV through a private placement of its equity
securities to accredited investors, and expects to raise additional capital in
this placement.
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. Mr. Bar-Lavi served as Chief Executive
officer of CDKnet, LLC, a subsidiary of CDKnet.com, Inc. from April 1999 to
January 12000. Mr. Horowitz, President of the Company is CEO, a director and a
principal shareholder of CDKnet.com, Inc. Mr. Mayette and Mr. Schenker are also
executive officers of CDKnet.com, Inc.
Item 5. Other Events
Effective upon the closing of the transaction described in Item 2
above, Shai Bar-Lavi who was the Chairman and Chief Executive Officer of TV,
joined the Company as Chairman of the Board of Directors. The Company's current
Chairman, Steven A. Horowitz became Vice-Chairman. The new officers of the
Company are: Shai Bar-Lavi, Chief Executive Officer, Yaron Ben-Horin, Chief
Operating Officer, Tim Mayette, Chief Financial Officer and Jeffrey Glickman is
President of the Company's operating subsidiary, TV. Steven A. Horowitz will
continue as President of the Company on an interim basis. The members of the
Board of Directors of the Company are Mr. Bar-Lavi, Mr. Horowitz, and Andrew J.
Schenker, a current director. TV may name two additional members to the Board of
Directors under the terms of the acquisition agreement.
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Biography for Shai Bar-Lavi, Chief Executive Officer and Chairman of
National Management Consulting, Inc.
Mr. Bar-Lavi has been Chairman and Chief Executive Officer of TV since
May 2002 and was also CEO of Vflash, Inc. from January 2000 through January
2003. From April 1999 through January 2000 he was CEO of CDKnet, LLC.
Biography for Yaron Ben-Horin, Chief Operating Officer of National
Management Consulting Inc.
For the past 3 years, Mr. Ben-Yorin served as VP, Operations and
Creative Director at NowMarketing, Inc. a marketing technologies company.
Previously, he was involved as a consultant to internet, technology and
advertising firms.
Biography for Tim Mayette, Chief Financial Officer of National
Management Consulting, Inc.
During the past six years, Mr. Mayette has served as Chief Financial
Officer for five companies: CDKNet.com, Inc. (Sept. 2001 to present); Lend
America (Nov. 2002 to present); USI Administrators (July 1999- June 2002); PMCC
Financial Corp. (Oct. 1997-June 1999); and Mortgage Plus Equity and Loan Corp.
(Aug. 1996-Sept. 1997).
Biography for Jeffrey Glickman, President of Tele-V, Inc.
Mr. Glickman was President of Innovative Marketing Alliances LLC and
Galaxy Class Marketing, Inc. prior to joining Tele-V, Inc. as President in May
2003. Prior to that he was an executive with several marketing companies.
The Company has obtained the consent of the holders of a majority of
the outstanding shares of common stock to file an amendment to the Company's
certificate of incorporation to change the name of the Company to Genio Group,
Inc., subject to giving notice to the non-consenting stockholders in compliance
with the Delaware General Corporation Law and Regulation 14C under the
Securities Exchange Act of 1934, as amended. The Company will also apply to the
NASD for a new trading symbol to become effective at or near the effective date
of the amendment to change the Company's name 20 days after the mailing of the
required notice. Shares of the Company's common stock will continue to trade on
the Over-the-Counter Bulletin Board under the symbol NMCS pending such changes.
Effective as of July 21, 2003, the new corporate offices of the Company
are located at 1120 Avenue of the Americas, Suite 4020, New York 10036; Tel:
(212) 626-6702.
Item 7. Financial Statements and Exhibits
(a) Financial statements of business acquired.
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If required, financial statements and pro forma financial information will be
filed by amendment to this Form 8-K within sixty days from the date of the
filing of this amendment.
(b) See Item 7.(a), above.
(c) Exhibits.
2.1 Acquisition Agreement dated as of July 9, 2003 among Tele-V,
Inc., Shai Bar-Lavi, and National Management Consulting, Inc.
(incorporated by reference to Exhibit 10.1 to Form 8-K dated
July 9, 2003).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.
By: /s/ Steven A. Horowitz
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Steven A. Horowitz
President
Date: July 28, 2003