<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

                        ANNUAL REPORT FOR THE FISCAL YEAR
                             ENDED DECEMBER 31, 2003

                           COMMISSION FILE NO. 0-28077

                                 GENELINK, INC.
                   ------------------------------------------
                 (Name of Small Business Issuer in its charter)

         PENNSYLVANIA                                            23-2795613
         ------------                                           -------------
(State or other jurisdiction of                               (I.R.S. Employee
 incorporation or organization)                              Identification No.)

          100 S. Thurlow Street
           Margate, New Jersey                                          08402
  ----------------------------------                                    -----
(Address of principal executive offices)                              (Zip Code)

                    ISSUER'S TELEPHONE NUMBER: (609) 823-6991

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

                                      None

                                  ------------
        Securities Registered under Section 12(g) of the Exchange Act

                               Title of each class
                                  ------------
                          Common Stock, $.01 par value

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 [ ]

                                       -1-
<PAGE>

         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 amendment to this form 10-KSB. [X]

         State issuer's revenues for its most recent fiscal year.  $128,205.

         State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked price of such common
equity, as of a specified date within the past 60 days. (See definition of
affiliate in Rule 12b-2 of the Exchange Act). $10,915,850.

         APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares
outstanding of each of the issuer's classes of common stock, as of the latest
practicable date.

                  Number of Shares of Common Stock
                  Outstanding on March 1, 2004                      30,883,319

         Transitional Small Business Disclosure Format   Yes [ ]  No [X]

         Statements in this Annual Report on Form 10-KSB may constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements involve a number of risks,
uncertainties and other factors that could cause actual results to differ
materially from those projected in such statements.

                                       -2-
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                        PAGE
                                                                                                        ----
<S>                                                                                                     <C>
PART I

Item 1.      Business...............................................................................      4
Item 2.      Properties.............................................................................     14
Item 3.      Legal Proceedings......................................................................     15
Item 4.      Submission Of Matters To A Vote Of Security Holders....................................     15

PART II

Item 5.      Market For Registrant's Common Equity And Related Stockholder Matter...................     15
Item 6.      Management's Discussion And Analysis Of Financial Condition And Results Of Operations..     18
Item 7.      Financial Statements and Supplementary Data............................................     20
Item 8.      Changes in and Disagreements With Accountants on Accounting and Financial Disclosure...     42
Item 8A      Controls and Procedures................................................................     43

PART III

Item 9.      Directors and Executive Officers of the Registrant ....................................     43
Item 10.     Executive Compensation.................................................................     44
Item 11.     Security Ownership of Certain Beneficial Owners and Management.........................     44
Item 12.     Certain Relationships and Related Transactions.........................................     44

PART IV.

Item 13.     Exhibits, Financial Statement Schedules, and Reports on Form 8-K.......................     44
</TABLE>

                                       -3-
<PAGE>

ITEM 1. DESCRIPTION OF BUSINESS.

GENERAL

         We are a publicly-held Pennsylvania corporation listed on the NASDAQ
OTC Bulletin Board trading under the symbol "GNLK." We are a bioscience company
and were organized to offer to the public the safe collection and preservation
of a family's DNA material for later use by the family to identify and
potentially prevent inherited diseases. Most recently we have created a
breakthrough methodology for SNPs (single nucleotide polymorphisms) based
genetic profiling (patents pending) and will have licensed and continue to
explore additional licensing opportunities with respect to these proprietary
assessments to companies that manufacture or market to the $100 billion plus
nutraceutical, personal care, skin care and weight-loss industries.

         We have never achieved a profit, having realized net losses each year,
including losses before extraordinary items of $896,588 in 2001, $1,076,827 in
2002 and $1,139,366 in 2003. There can be no assurance that we will ever realize
significant sales or become profitable.

         We were founded in response to the explosion of information being
generated in the field of human molecular genetics. Scientists are discovering
an increasing number of connections between genes and specific diseases. These
findings are a direct result of the National Institutes of Health Genome
Project, which has as its goal the total mapping of the human genome by the year
2005.

         Our expansion into the bioscience field with its innovative genetic
profiles help companies create and deliver more effective products -
personalized wellness and "quality of life" products tailored to their
customer's individual needs - based on the science of genetics, thereby allowing
the customer to determine what vitamin supplements or skin-care products are
best for their individual needs.

         We have developed and received a patent on a non-invasive DNA
Collection Kit(R) for the collection of DNA specimens of our clients. No
licensing or training is necessary for the collection by a client of his or her
DNA specimen. The DNA Collection Kit(R) consists of six swabs and an envelope
for mailing. The collection process is self administered and non-invasive (the
DNA specimen is obtained by scraping the inside of the cheek) and takes less
than five minutes to complete.

         Our genetic profiling will utilize our patented DNA Collection Kit(R)
for the extraction of DNA to be forwarded in self-addressed mailers to our lab
to analyze SNP's extracted from the DNA, providing each customer with a
personalized genetic assessment to have a nutritional or skincare regiment
specifically customized to support their unique genetic profile.

GENELINK BIOSCIENCES BUSINESS

         We have created a powerful, proprietary methodology for SNP (single
nucleotide polymorphism) based Nutragenetics(TM) and Dermagenetics(TM). The
GeneLink Nutragenetic Profile(TM) and Dermagenetics(TM) profiles (patents
pending) provide a means of predicting an individual's inherent genetic capacity
to combat oxidative stress and other important selected areas of physiologic
health. The profiles, for example, can measure a person's potential to

                                       -4-
<PAGE>

efficiently control oxygen free radical damage, eliminate hydrogen peroxide,
protect and repair oxidized phospholipids and destroy harmful environmental
compounds.

         Our profile assessment enables nutritional and skin care companies to
recommend a specific and targeted regime of antioxidant vitamins, nutrients or
skin care formulation that have been specifically designed to compensate for
predicted deficiencies. Our profiles are a powerful assessment tool to guide and
optimize nutritional and skin care needs in order to provide individuals the
best of health and appearance.

OXIDATIVE STRESS PROFILES

         The Oxidative Stress (OS) Profile (patent pending) provides a means of
predicting an individual's inherent genetic capacity to combat oxidative stress.
The profile can measure a person's potential to efficiently control oxygen free
radical damage, eliminate hydrogen peroxide, protect and repair oxidized
phospholipids and destroy harmful environmental compounds.

         This profile information will enable nutritional and skin care
companies to recommend a specific and targeted regime of antioxidant vitamins,
nutrients or skin-care formulations that have been specifically designed to
compensate for predicted deficiencies. Thus, the OS profile can be used to make
rational choices to help optimize nutritional and skin care needs to provide the
best of health and appearance.

         The profile examines genes of the OS family for the existence of SNPs.
SNPs exist as naturally occurring variations in genes in the human population.
Many genes exhibit just a single nucleotide difference that can result in a
single amino acid substitution in the protein that is encoded by that gene. If
such a protein is an OS enzyme, it may be less efficient in enzymatic activity,
in which case oxidative damage to cellular proteins and DNA accumulates over
time. It appears that some tissues are more vulnerable than are others to
oxidative stress. SNPs in other oxidative stress genes have been associated with
heart disease, cancer, neurological degeneration and aging.

         A search for SNPs has the advantage of identifying genetic variations
that reduce antioxidant defense capacity. It can detect changes that are
life-long and predicted to chronically affect the ability to defend against
oxidative stress, aging and age related disease. Genetic profiling information
based on SNPs analyses can be used to design appropriate antioxidant vitamin,
nutrient and skin-care formulations that are specifically tailored to each
individual.

OXIDATIVE STRESS FOR SKIN HEALTH AND AGING PROFILE

         Now, by simply swabbing the inside of one's mouth and sending the
collected sample to our laboratories, a person can have a skin or personal care
formulation specifically designed to compensate for associated deficiencies.

         Currently, when a person sees wrinkles or lines, they begin to apply a
variety of products and creams that contain antioxidants such as retinoids. This
approach is only partially effective because it typically begins only after the
signs of aging have appeared. A much better strategy is to predict the aging of
the skin and initiate a therapy that is designed to match the individual's
genetic pattern and genetic risk of skin aging. Additionally, individuals with
moderate or high risk

                                       -5-
<PAGE>

of oxidative stress could be encouraged to initiate a therapy much earlier -
even before outward signs of skin aging.

         Our OS gene test for skin aging (Patent Pending) is designed to measure
SNPs, which are small variations in DNA. The test looks for SNPs in several key
OS genes that are associated with oxidative stress. Test results can be used to
guide consumers to skin therapies or skin products containing unique active
ingredients and formulations designed to help alleviate specific oxidative
stress deficiencies in the skin.

COMPREHENSIVE CARDIO RISK PROFILE

         Cardiovascular disease claims more lives each year than the next five
leading causes of death combined. GeneLink has recently developed a
Comprehensive Cardio Risk Profile. This profile analyzes a broad collection of
genes believes to play an important part in heart health, according to the
latest research.

         GeneLink's Comprehensive Cardiovascular Risk Profile is designed to
identify SNPs associated with increased risk of developing high blood pressure,
atherosclerosis, inflammation, problems with vascular integrity and coronary
artery disease.

         Risk factors include cholesterol regulation, hyper-coagulation
syndromes and metabolic defects that cause elevated homocysteine, inflammation
markers, cardio-protective markers, lipid defects plus other general risk
markers.

OSTEOPENIA SUSCEPTIBILITY PROFILE

         Osteopenia is a condition that often leads to osteoporosis - a disease
characterized by low bone density. The World Health Organization formed a
committee in 1994 to define osteoporosis and created four diagnostic categories:
Normal, Osteopenia, Osteoporosis, and Established Osteoporosis. Osteoporosis is
responsible for 1.5 million fractures each year including fractures of the
vertebrae, forearms, wrists and hips. According to the National Osteoporosis
Foundation, 1 in 3 women and at least 1 in 12 men will develop osteoporosis
during their lifetime.

         Our Osteopenia gene test (Patent Pending) looks for SNPs in several key
genes that are associated with bone density. Since osteoporosis can develop
undetected for decades, this test can be a very important tool to help determine
the future risk for fractures and related clinical conditions such as spinal
column compression and bone breaks with or without falls. Our Osteopenia
Susceptibility Assessment can be a very useful guide to early interventions or
therapies that help combat or prevent the condition.

DNA BANKING

         We have developed and received a patent on a non-invasive DNA
Collection Kit(R) for the collection of DNA specimens of our clients. No
licensing or training is necessary for the collection by a client of his or her
DNA specimen. The DNA Collection Kit(R) consists of six swabs and an envelope
for mailing. The collection process is self administered and non-invasive (the
DNA specimen is obtained by scraping the inside of the cheek) and takes less
than five minutes to complete. The collection kit is bar-coded for tracking and
to ensure complete

                                       -6-
<PAGE>

confidentiality. For the purpose of DNA banking, the client forwards the swabs
to the University of North Texas Health Science Center (the "Health Science
Center") and completes and forwards a data form to us. Specimens can be
collected during an individual's lifetime or up to 36 to 40 hours after death.
The Health Science Center will store the DNA specimen for 75 year intervals.
Upon a client's request, and upon the payment of a retrieval fee, the stored DNA
specimen can be retrieved and sent to a laboratory for testing. More than one
test can be made on the same DNA specimen.

AFFILIATES

         Biosciences business: We have entered into an agreement with
laboratories pursuant to which these laboratories will perform SNPs genotyping
of samples provided by us for any genetics-based products that we may develop.
We do not sell vitamin supplements or skin care products. We will license others
to do that.

         We have entered into a collaborative agreement with Arch Personal Care
Products, L.P., a unit of Arch Chemicals, Inc., to market newly developed
formulations containing active skin care ingredients that can be linked to our
genetic testing system for determining an individual's skin characteristics.
These new formulations will be offered to leading marketers and manufacturers
for the personal care and cosmetic industries. We began collaborating with Arch
Chemicals, Inc. on the development of a new category of "genetic" skin care
formulations and an associated, personalized skin-testing system in late 2001.
Recently developed formulations feature a family of active ingredients known as
"SNP-Derms(TM)" designed to address some of the key, individual genetic
characteristics that can accelerate skin aging, skin wrinkling and other
specific oxidative stress deficiencies in the skin. The SNP-Derm formulations
may be offered in combination with our Dermagenetics(TM) Profiles that provide a
measure of a person's resistance to skin aging, skin irritation and tissue
breakdown. Arch Chemicals, Inc., with annual sales of approximately $1 billion,
is a global specialty chemicals company.

         DNA banking business: We have an agreement with the Health Science
Center through March 2006 for the storage of the genetic material obtained using
our DNA Collection Kit(R). The Health Science Center will continue to store any
DNA specimens after such date for the balance of the 75 year storage period, but
after March 2006 will no longer be obligated to receive and store any additional
DNA specimens. We have established procedures with the Health Science Center
whereby the Health Science Center will receive a sample in an envelope enclosed
with the DNA Collection Kit(R). The Health Science Center will then analyze the
sample to determine the quantity and quality of the DNA to insure that enough
genetic material is present, extract and store the pure DNA in a frozen state.

MARKETING

         Biosciences. Our bioscience marketing occurs primarily through
distribution agreements with various distributors.

                                       -7-
<PAGE>

         We have entered into a Distribution Agreement with NuGenix, LLC, to
utilize our genetic profiling technology for nutritional products. NuGenix is a
direct selling company with a large network of distributors who market
direct-to-consumer customized nutritional and personal care products. NuGenix is
entirely owned by DePhillipo Family, LLC, which in turn is owned by the adult
children of John R. DePhillipo, our Chief Executive Officer and President and a
member of our Board of Directors.

         We have entered into a Distribution Agreement with Food Science
Corporation to develop and market personalized nutritional products linked to
our genetic profiling technology. Food Science has been a leader in nutritional
research by setting new standards of quality in the formulation of nutritional
supplements created exclusively for health care professionals and their
patients. Food Science focuses on innovation and product effectiveness and
serves a loyal client base of over 12,000 medical doctors, chiropractors,
osteopaths and nutritionists.

         We have entered into a distribution agreement with Enzymatic Therapy,
Inc. Enzymatic Therapy's medical practitioner division, Integrative
Therapeutics, is the leading supplier of clinically validated nutritional
supplements to doctors and health care professionals in the United States.
Enzymatic Therapy manufactures more than 200 natural medicines, nutritional
supplements, vitamins and herbal extracts distributed exclusively via
independent health food stores nationwide. Enzymatic Therapy and Integrative
Therapeutics are part of a portfolio of companies managed by North Castle
Partners, LLC, a private equity firm focused exclusively on the healthy living
and aging marketplace. We have begun to realize revenues from our agreement with
Enzymatic Therapy.

         In addition, we have entered into a distribution agreement with an
international skincare and cosmetics company, pursuant to which that company has
been granted the right to distribute products based upon our technology in
certain markets. This company intends to commence a Pilot Program in April,
2004.

         We have begun to realize revenues from our agreement with Enzymatic
Therapy. We believe that we will begin to realize revenues in 2004 from the
distribution agreement with the international company in the skin care industry,
but there can be no assurance when or if we will realize revenues from this
arrangement.

         DNA Banking: Since our inception, we have considered a number of
alternatives for the marketing of our DNA Collection Kits(R). Because of our
limited financial resources and the size of our staff, we have elected to
concentrate our marketing activities for DNA banking in the funeral home or
death-care industry. Our Marketing strategy for DNA Banking is primarily to the
death-care industry, specifically individual funeral home and cremation
locations, whether corporate-owned or independently operated, through our own
servicing representatives. The funeral home provides the last chance opportunity
to collect the DNA of a loved one. The sales approach currently undertaken by us
is to have the funeral home or cremation facility collect the DNA specimen with
the permission of the representative of the deceased, or the deceased if agreed
to prior to death, as part of the pre-need package sold to the deceased, and
send the swabs directly to the Health Science Center for DNA extraction and
storage. The Health Science Center sends us the certificate guaranteeing the DNA
storage for 75 years, and we send the certificate back to the funeral home or
cremation facility to be used as a sales tool for its pre-need sales.

                                       -8-
<PAGE>

INTELLECTUAL PROPERTY

         We have received a patent on our method of DNA gathering (Patent
#6,291,171). There is no assurance that the patent will prevent others from
gathering DNA in a similar manner. We have received trademark protection for our
name and logo and for the name "DNA Collection Kit(R)."

         We have filed a series of U.S. patent applications relating to its DNA
Collection Kit(R) and methods for assessing a human subject's susceptibility to
various medical conditions, including oxidative damage, osteoporosis and other
bone density disorders and obesity and for methods of selecting and measuring
the dosage of preventative agents for such conditions. There can be no assurance
that we will receive patent protection on our methods or procedures. We are
negotiating licensing these proprietary assessments to companies that
manufacture or market to the $100 billion plus nutraceutical, personal care,
skin care, and weight-loss industries.

         Our innovative "gene profiles" now offer companies the information they
need to create and sell more effective products - unique wellness and `quality
of life' products tailored to their customer's individual needs - based on the
science of genetics. No longer will people be forced to speculate, guess or use
trial and error to determine which nutritional supplements or skin-care products
are best for them. For the first time, by simply swabbing the inside of one's
mouth (using our patented DNA Collection Kit(R)) and sending the collected
sample to our laboratories - people can be directed to personalized products -
specifically formulated to help compensate for predicted deficiencies.

COMPETITION

         Biosciences: Great Smokies Diagnostics Laboratory performs SNPs testing
and provides information direct-to-physicians. On its website, Great Smokies
does not claim any patentable proprietary tests. Sciona Limited, is a
biotechnology company located in the United Kingdom. Sciona performs SNPs
testing in order to recommend proper foods, diet and nutrition for individuals.
These companies have greater financial resources than we do, and we cannot
predict whether they will enter into markets similar to those that we intend to
enter into or how competitive their products and services will be to those
offered by us.

         DNA Banking: DNA collection and banking is offered on a regional basis
by hospitals and laboratories throughout the United States. To the best of our
knowledge, its other competitor which targets the funeral home industry is DNA
Analysis, Inc. However, DNA Analysis, Inc.'s product is more expensive to the
funeral home than our product, involves an invasive collection procedure (the
drawing of blood with a needle), and is stored at funeral homes and laboratories
of the owners. The DNA collected with our kit is extracted via swabs and stored
at the Health Science Center. The advantage to storage at the Health Science
Center is that the client can feel confident that the Health Science Center,
which is located at a university with over a 100 year history, will continue to
exist throughout the term of the storage agreement. Most funeral homes and
laboratories owned by funeral homes do not have a comparable history or standing
in the community. Neither us nor DNA Analysis, Inc., nor to our knowledge any
other company, has realized any significant market penetration. Methods of
competition include sales through funeral homes and hospitals and marketing
directly to consumers.

                                       -9-
<PAGE>

GOVERNMENT REGULATION

         Pursuant to a letter dated January 23, 1996, the Food and Drug
Administration has determined that our kit is a device, but is not subject to
active regulations by the Center for Devices and Radiological Health. However,
any change in the current regulations could result in the kit becoming a
regulated device.

EMPLOYEES AND LABOR RELATIONS

         We consider our labor relations to be good, and none of our employees
is covered by a collective bargaining agreement. As of December 31, 2003, we
employed a total of 3 people, 3 on a full time basis, in the following areas:

<TABLE>
<CAPTION>
                                       Number of  Full Time
                Category               Employees  Employees
                --------               ---------  ---------
<S>                                    <C>        <C>
Sales and Marketing                        3          3

Business Development                       3          2

General and Administration, including      1          1
Customer Service

Lab Director and Scientists at the         3          0
Health Science Center

Consultants/Others                         8          0
</TABLE>

RISK FACTORS

         Our business and the value of our shares are subject to the risk
described above and certain additional risks described below.

WE NEED TO RAISE ADDITIONAL CAPITAL, WHICH MAY NOT BE AVAILABLE.

         We have spent, and expect to continue to spend in the future,
substantial funds to complete our planned product development efforts and expand
our sales and marketing activities. We need to raise additional funds to
implement our business plan, and we cannot be certain that we will be able to
obtain additional financing on favorable terms or at all.

         Our future capital requirements and the adequacy of available funds
will depend on numerous factors, including:

         -        the successful commercialization of our existing products and
                  services;

         -        progress in our product development efforts;

         -        progress with regulatory affairs activities;

                                      -10-
<PAGE>

         -        the growth and success of effective sales and marketing
                  activities;

         -        the cost of filing, prosecuting, defending and enforcing
                  patent claims and other intellectual property rights; and

         -        the development of strategic alliances for the marketing of
                  our products.

         If funds generated from our operations, together with our existing
capital resources, are insufficient to meet current or planned operating
requirements, we will have to obtain additional funds through equity or debt
financing, strategic alliances with corporate partners and others, or through
other sources. We do not have any committed sources of additional financing, and
we cannot provide assurance that additional funding, if necessary, will be
available on acceptable terms, if at all. If adequate funds are not available,
we may have to delay, scale-back or eliminate certain aspects of our operations
or attempt to obtain funds through arrangements with collaborative partners or
others. This may result in the relinquishment of our rights to certain of our
technologies, product candidates, products or potential markets. Therefore, the
inability to obtain adequate funds could have a material adverse impact on our
business, financial condition, and results of operations and our ability to
remain in business.

EXPECTED FUTURE DILUTION TO SHAREHOLDERS.

         As discussed above, we believe it is likely that we will be required to
raise funds to fund our future operations. If additional funds are raised by us
through issuing equity securities, dilution to shareholders may occur.

WE HAVE A HISTORY OF LOSSES AND EXPECT CONTINUED LOSSES FOR THE FORESEEABLE
FUTURE.

         We commenced operations in 1994. We have incurred significant losses to
date and our revenues have been limited. Our expenses have exceeded revenues in
each year since inception. Given our planned levels of operating expenses, we
expect to continue to incur losses for the foreseeable future. Our accumulated
deficit as of December 31, 2003 was $7,368,924. We incurred a net loss before
extraordinary items of $1,139,366 for the fiscal year ended December 31, 2003.
Our expenses have consisted principally of research and development and of
general and administrative expenses incurred while building our business
infrastructure. We expect to continue to experience significant operating losses
in the future as we continue our research and development efforts and expand our
marketing and sales force in an effort to commercialize our products and
services. We plan to increase our operating expenses in anticipation of
increasing revenues. If our revenue growth is slower than we anticipate or our
operating expenses exceed our expectations, our losses will significantly
increase. Even if we were to achieve profitability, we may not be able to
sustain or increase our profitability on a quarterly or annual basis.

IF ETHICAL AND OTHER CONCERNS SURROUNDING THE USE OF GENETIC INFORMATION BECOME
WIDESPREAD, WE MAY HAVE LESS DEMAND FOR OUR PRODUCTS.

         Genetic testing has raised ethical issues regarding confidentiality and
the appropriate uses of the resulting information. For these reasons,
governmental authorities may call for limits on or regulation of the use of
genetic testing or prohibit testing for genetic predisposition to certain

                                      -11-
<PAGE>

conditions, particularly for those that have no known cure. Any of these
scenarios could reduce the potential markets for our bioscience and DNA banking
services and product

WE HAVE LIMITED SALES AND MARKETING EXPERIENCE.

         We have limited sales and marketing experience and may be unable to
successfully establish and maintain a significant sales and marketing
organization. Due to the relatively limited market awareness of our products, we
believe that the marketing effort may be a lengthy process.

OUR INDUSTRY IS HIGHLY COMPETITIVE AND WE MAY NOT HAVE THE RESOURCES REQUIRED TO
SUCCESSFULLY COMPETE.

         The biosciences and medical diagnostic industries are highly
competitive. We compete with companies in the United States and abroad that are
engaged in these fields: They include

         -        biotechnology, pharmaceutical, chemical and other companies;

         -        academic and scientific institutions;

         -        governmental agencies; and

         -        public and private research organizations.

         Many of our competitors have much greater financial, technical,
research, marketing, sales, distribution, service and other resources than we
do. Moreover, our competitors may offer broader product lines and have greater
name recognition than we do, and may offer discounts as a competitive tactic. In
addition, several development stage companies are currently making or developing
products and services that compete with or will compete with our products and
services. Our competitors may develop or market technologies or products that
are more effective or commercially attractive than our current or future
products and services, or that may render our technologies and products and
services obsolete.

WE HAVE SIGNIFICANT FIXED OPERATING COSTS AND OUR OPERATING RESULTS ARE SUBJECT
TO FLUCTUATIONS.

         A high percentage of our operating expenses, particularly personnel,
are fixed in advance of any particular year. As a result, unanticipated
variations in the number, or progress toward completion of our projects, or in
employee utilization rates may cause significant variations in operating results
in any particular year and could result in greater than expected losses for such
year.

VOLATILITY OF COMMON STOCK PRICE AND THIN TRADING MARKET.

         Although our Common Stock is listed on the NASDAQ OTC Bulletin Board,
recently daily trading volume of our Common Stock has generally been limited.
The prices for securities of biosciences companies have historically been
volatile. The trading price of the Common Stock has experienced considerable
fluctuation since we began public trading in 1998.

                                      -12-
<PAGE>

WE MAY NOT BE ABLE TO ATTRACT AND RETAIN PROFESSIONAL STAFF.

         Our success will depend in large part upon our ability to attract,
retain, train and motivate highly skilled employees. We cannot be certain that
we will be successful in attracting a sufficient number of highly skilled
employees in the future, or that we will be successful in retaining, training
and motivating the employees we are able to attract. Any inability to retain,
train and motivate our employees could impair our ability to adequately manage
and complete our existing projects and to bid for or obtain new projects.
Hiring, training, motivating, retaining and managing employees with the
strategic, technical and creative skills we need is both time consuming and
expensive. If our employees are unable to achieve expected performance levels,
our business, financial condition and results of operations could be adversely
affected.

WE ARE DEPENDENT ON A NUMBER OF KEY PERSONNEL.

         Our success will depend in large part upon the continued services of a
number of key employees. The loss of the services of any of these individuals or
of one or more of our other key personnel could have a material adverse effect
on us. In addition, if one or more of our key employees resigns to join a
competitor or to form a competing company, the loss of such personnel and any
resulting loss of existing or potential clients to any such competitor could
have a material adverse effect on our business, financial condition and results
of operations. In the event of the loss of any such personnel, there can be no
assurance that we would be able to prevent the unauthorized disclosure or use of
our technical knowledge, practices or procedures by such personnel.

OUR BUSINESS COULD BE ADVERSELY AFFECTED IF WE ARE UNABLE TO PROTECT OUR
PROPRIETARY TECHNOLOGY OR SOMEONE CLAIMS THAT WE ARE INFRINGING ON THEIR
PROPRIETARY TECHNOLOGY.

         Our success depends, in part, upon our proprietary methodologies and
other intellectual property rights. There can be no assurance that the steps
taken by us to protect our proprietary information will be adequate to deter
misappropriation of our proprietary information or that we will be able to
detect unauthorized use and take appropriate steps to enforce our intellectual
property rights. In addition, although we believe that our services and products
do not infringe on the intellectual property rights of others, there can be no
assurance that such a claim will not be asserted against us in the future, or
that if asserted any such claim will be successfully defended. A successful
claim against us could materially and adversely affect our business, financial
condition and results of operations.

         Our success will depend on our ability to obtain and protect patents on
our technology and to protect our trade secrets. Our patents, which have been or
may be issued, may not afford meaningful protection for our technology and
products. Others may challenge our patents and, as a result, our patents could
be narrowed, invalidated or unenforceable. In addition, our current and future
patent applications may not result in the issue of patents in the United States
or foreign countries. Competitors may develop products similar to ours that do
not conflict with our patents. In order to protect or enforce our patent rights,
we may initiate patent litigation against third parties, such as infringement
suits or interference proceedings. These lawsuits could be expensive, take
significant time and divert management's attention from other business concerns.

                                      -13-
<PAGE>

We may also provoke these third parties to assert claims against us.

CONCENTRATION OF OWNERSHIP OF OUR OWN COMMON STOCK AMONG OUR EXISTING EXECUTIVE
OFFICERS, DIRECTORS AND PRINCIPAL SHAREHOLDERS MAY PREVENT NEW INVESTORS FROM
INFLUENCING SIGNIFICANT CORPORATE DECISIONS.

         Our executive officers, directors and beneficial owners of 5% or more
of our common stock and their affiliates, in aggregate, beneficially own in
excess of 30% of our outstanding common stock. As a result, if these persons act
together, they would have the ability to influence the outcome of all matters
submitted to our shareholders for approval, including the election and removal
of directors and any merger, consolidation or sale of all or substantially all
of our assets. In addition, such persons, if they act together, would have the
ability to control the management and affairs of our company. Accordingly, this
concentration of ownership may harm the market price of our common stock by:

         -        delaying, deferring or preventing a change in control of our
                  company;

         -        impeding a merger, consolidation, takeover or other business
                  combination involving our company; or

         -        discouraging a potential acquirer from making a tender offer
                  or otherwise attempting to obtain control of our company.

OUR ARTICLES OF INCORPORATION AND BYLAWS COULD DELAY OR DISCOURAGE A TAKEOVER
ATTEMPT.

         Our articles of incorporation and bylaws contain provisions that may
delay or discourage a takeover attempt that a shareholder might consider in
their best interest, including takeover attempts that might result in a premium
being paid on shares of our common stock. These provisions, among other things:

         -        provide that only the board of directors or president may call
                  special meetings of the shareholders;

         -        establish certain advance notice procedures for nominations of
                  candidates for election as directors and for shareholder
                  proposals to be considered at shareholders' meetings;

ITEM 2. PROPERTIES

         We lease our principal executive offices located in Margate, New
Jersey, at no cost other than maintenance and improvements, from John
DePhillipo. John DePhillipo is our Chief Executive Officer and President and a
member of our Board of Directors.

                                      -14-
<PAGE>

ITEM 3. LEGAL PROCEEDINGS

         On February 15, 2000, a Petition for Cancellation was filed in the
United States Patent and Trademark Office Before the Trademark Trial and Appeal
Board, No. 30, 200 for the cancellation of our Trademark Registration No.
1,956,014 that was granted on February 13, 1996 to us for DNA testing and
storage of DNA material for medical diagnostics and identity testing. The
Petitioner is a company in the State of New York by the name of GENELINK, INC.,
which believes it is damaged by said Trademark Registration. Trial in this
matter was held on December 3, 2003. We are awaiting the Judge's ruling.

         GeneLink v. LAB21, Inc., Civil Action No. 03cv1038 (D.NJ 2003). On
March 24, 2003, the United States District Court for the District of New Jersey
granted a preliminary injunction against LAB21, Inc. and its affiliates and
representatives from claiming that LAB21, Inc. developed the use of DNA to
measure and access skincare and skin health or from using any of our
confidential or proprietary information which we disclosed to LAB21, Inc. in
connection with LAB21, Inc.'s testing of our technology.

         The Court enjoined and restrained LAB21, Inc. and its officers,
employees, representatives and agents from representing that LAB21, Inc. or
anyone associated with LAB21, Inc. developed, invented or are leaders in the
application of DNA technologies to skincare or skin health or from suggesting
that LAB21, Inc. or any representative or affiliate developed the first skin DNA
test for at home use. The Court further enjoined and restrained LAB21, Inc., its
officers, employees, representatives and agents from utilizing any of our
confidential information shared with LAB21, Inc., its agents and employees, from
utilizing any of our proprietary information concerning measuring and assessing
any genes involved in nutritional, healthcare and skin healthcare evaluations,
or from using any SNP technology in any of LAB21, Inc.'s products. The matter
was settled in November, 2003 in our favor for an undisclosed amount paid to us.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

         Our common stock is listed on the NASDAQ and OTC Bulletin Board under
the System "GNLK". Set forth below, for the periods indicated, is the range of
high and low bid information for our common stock. These quotations reflect
inter-dealer prices without retail mark-up, mark-down or commission, and may
not represent actual transactions.

<TABLE>
<CAPTION>
2002              High             Low
----              ----             ---
<S>              <C>              <C>
1st Quarter      $1.10            $0.58
2nd Quarter       1.01             0.57
3rd Quarter       0.92             0.36
4th Quarter       0.45             0.24
</TABLE>

                                      -15-
<PAGE>

<TABLE>
<CAPTION>
2003              High             Low
----              ----             ---
<S>              <C>              <C>
1st Quarter      $0.46            $0.23
2nd Quarter       0.80             0.20
3rd Quarter       0.62             0.32
4th Quarter       0.85             0.36
</TABLE>

         As of March 1, 2004, there were 185 holders of record of our common
stock. We have never paid dividends and do not anticipate paying any dividends
in the future. We anticipate that we will retain all future revenues for working
capital purposes.

         The payment of cash dividends in the future will be at the discretion
of the Board of Directors and will depend upon such factors as earnings levels,
capital requirements, our financial condition and other factors deemed relevant
to the Board of Directors. In addition, our ability to pay dividends may become
limited under future loan agreements which may restrict or prohibit the payment
of dividends.

                      EQUITY COMPENSATION PLAN INFORMATION

<TABLE>
<CAPTION>
                                            Weighted-average
                                           exercise price of
                          Number of        outstanding options
                      securities to be     warrants and rights            Number of
                    issued upon exercise   compensation plans       securities remaining
                       of outstanding     (excluding securities  available for future issuance
                      options, warrants    reflected in column             under
                         and rights               (a))                     Equity
 Plan Category              (a)                   (b)                       (c)
------------------  --------------------  ---------------------  -----------------------------
<S>                 <C>                   <C>                    <C>
Equity                   1,500,000               $0.40                       0
    compensation
    plans approved
    by security
    holders

Equity                   5,931,445               $0.64                       0
    compensation
    plans not
    approved
    by security
    holders
                         ---------               -----                       -
Total                    7,431,445               $0.59                       0
</TABLE>

                                      -16-
<PAGE>

RECENT SALES OF UNREGISTERED SECURITIES.

         We issued 1,006,500, 358,007 and 796,500 common shares of stock for
consulting services rendered to us valued at $200,582, $145,960 and $289,180 for
the years ended December 31, 2003, 2002 and 2001, respectively. These shares
were issued in reliance upon Rule 506 of Regulation D under the Securities Act
of 1933.

         During the year ended December 31, 2003, we issued 6,460,000 shares of
common stock and 6,460,000 warrants to purchase common stock for cash
consolidation of $1,723,000. These shares were issued in reliance upon Rule 506
of Resolution D under the Securities Act of 1933.

         On June 29, 2003, we issued 2,722,345 shares to John DePhillipo, our
Chief Executive Officer and President and a member of our board of directors,
and 723,530 shares to Maria DePhillipo, the spouse of John DePhillipo in
satisfaction of accrued and unpaid salary. As of June 29, 2003, we owed John
DePhillipo $544,469 and Maria DePhillipo $144,706 for accrued but unpaid
salaries. As of December 31, 2003, John DePhillipo owed us $697,664, plus
interest, on account of subscriptions receivable and advances. Effective March
24, 2003, our Board of Directors decided to grant John DePhillipo additional
compensation to reflect the Board's desire to treat the shares issued June 29,
2003 not as an issuance in satisfaction of accrued and unpaid salary but as
additional compensation. Following this decision, we again owed John DePhillipo
an aggregate of $544,469 for accrued but unpaid salary. The loan to Mr.
DePhillipo is due April 15, 2004 and it is the intention of Mr. DePhillipo to
pay the principal balance of the loan primarily through the offset of the
accrued salary. As a result, John DePhillipo will not receive payments on
account of salary that he earned over the past three years, and accordingly we
awarded and issued the stock described above to Mr. DePhillipo to reward him for
his efforts in operating the company and undertaking the fundraising efforts
necessary for our continued existence without receiving salaries during the past
few years and being required to sell a significant portion of the shares of our
common stock previously held by him to raise personal funds. It is our intention
to forgive any interest due on the loan, as interest accrued on the loan but did
not accrue on the unpaid salary due Mr. DePhillipo. These shares were issued in
reliance upon Rule 506 of Regulation D under the Securities Act of 1933.

         During the year ended December 31, 2002, we issued 1,671,033 shares of
common stock and 1,283,533 warrants to purchase common stock to accredited
investors for an aggregate purchase price of $865,500. The shares and warrants
were issued in reliance upon Rule 506 of Regulation D under the Securities Act
of 1933.

         During the year ended December 31, 2001, we issued 1,513,334 shares of
common stock and 1,513,334 warrants to purchase common stock for cash
consideration of $520,000. These shares were issued in reliance upon Rule 506 of
Regulation D under the Securities Act of 1933.

         We converted $485,000 of Debenture Notes Payable and $36,690 of accrued
interest into 1,554,494 common shares of stock valued at $521,691 at the date of
conversion during the year ended December 31, 2001. These shares were issued in
reliance upon Rule 506 of Regulation D under the Securities Act of 1933.

                                      -17-
<PAGE>

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS.

                              RESULTS OF OPERATIONS

COMPARISON OF FISCAL YEAR ENDED DECEMBER 31, 2003 TO DECEMBER 31, 2002.

         Assets. Our assets increased from $319,141 at December 31, 2002 to
$1,211,820 at December 31, 2003, an increase of $892,679. This increase was
primarily due to an increase in cash and cash equivalents from $31,203 at
December 31, 2002 to $746,082 at December 31, 2003, an increase of $714,879
resulting from monies received in connection with the settlement of our lawsuit
against LAB21, Inc. and from financing activities, and an increase in prepaid
expenses from $84,866 at December 31, 2002 to $197,221 at December 31, 2003.

         Liabilities. Our liabilities decreased from $681,329 at December 31,
2002 to $471,366 December 31, 2003, a decrease of $209,963. This decrease in
liabilities was primarily due to a decrease in accounts payable and accrued
expenses from $295,798 at December 31, 2002 to $102,060 at December 31, 2003 as
our increased cash flow resulting from the settlement of our litigation with
LAB21, Inc. and from financing activities allowed us to pay down significant
percentage of our payables.

         Losses. We incurred a loss before extraordinary items of $1,139,366 for
the fiscal year ended December 31, 2003, as compared to a loss of $1,076,827 for
the fiscal year ended December 31, 2002, an increase of $62,539.

         Revenues. Our total revenues for the fiscal year ended December 31,
2003 were $128,205, as compared to $63,415 for the fiscal year ended December
31, 2002, an increase of $64,790, or 102%. This increase is a result of
realizing increased revenues from our GeneLink Nutragenetic Profile(TM) and
Dermagenetics(TM) products and services, primarily from sales realized by
NuGenix, LLC.

         Expenses. Total expenses for year ended December 31, 2003 were
$1,203,035, an increase of $90,715, or 8.2%, from total expenses of $1,112,320
for the year ended December 31, 2002. Increased expenses are primarily due to an
increase in general and administrative expenses from $610,965 for fiscal year
2002 to $794,613 for fiscal year 2003 and an increase in consulting expenses
from $189,328 in fiscal year 2002 to $216,108 in fiscal year 2003, as partially
offset by a decrease in professional fees from $213,149 in fiscal year 2002 to
$124,354 in fiscal year 2003.

COMPARISON OF FISCAL YEAR ENDED DECEMBER 31, 2002 TO FISCAL YEAR ENDED DECEMBER
31, 2001.

         Assets. Our assets decreased from $365,392 at December 31, 2001 to
$319,141 at December 31, 2002, a decrease of $46,251. This decrease was
primarily due to a decrease in cash from $121,484 at December 31, 2001 to
$31,203 at December 31, 2002 and a decrease in prepaid expenses from $152,838 at
December 31, 2001 to $84,866 at December 31, 2002, resulting from the need to
fund losses from operations, as partially offset by an increase in other assets
from $23,881 at December 31, 2001 to $103,336 at December 31, 2002, relating to
the value of the patents granted to us in 2002.

                                      -18-
<PAGE>

         Liabilities. Our liabilities increased from $516,216 at December 31,
2001 to $681,329 December 31, 2002, an increase of $165,113. This increase in
liabilities was primarily due to an increase in accounts payable and accrued
expenses from $88,816 at December 31, 2001 to $275,024 at December 31, 2002, an
increase of $186,208, resulting from our inability to generate sufficient
revenues and/or raise sufficient funds to pay our liabilities and expenses.

         Losses. We incurred a loss of $1,076,827 before extraordinary items for
the fiscal year ended December 31, 2002, as compared to a loss of $896,588
before extraordinary items for the fiscal year ended December 31, 2001, an
increase of $180,239. This increase was primarily due to an increase in expenses
of $200,737 for the fiscal year ended December 31, 2002.

         Revenues. Our total revenues for the fiscal year ended December 31,
2002 were $63,415, compared to $16,930 for the fiscal year ended December 31,
2001, an increase of $46,485. This increase in revenues is primarily due to our
realizing sales in 2002 from our biosciences products and services.

         Expenses. Total expenses for fiscal year ended December 31, 2002 were
$1,112,320, an increase of $200,737 from our total expenses of $911,583 for the
fiscal year ended December 31, 2001. Increased expenses are primarily due to an
increase in consulting expenses from $53,525 for the fiscal year ended December
31, 2001 to $189,328 for the fiscal year ended December 31, 2002, primarily
relating to our biosciences business, an increase in professional fees from
$103,832 for the fiscal year ended December 31, 2001 to $213,149 for the fiscal
year ended December 31, 2002, primarily relating to our efforts to protect our
intellectual property and proprietary information, and an increase in
advertising and promotional expenses from $41,235 for the fiscal year ended
December 31, 2001 to $86,400 for the fiscal year ended December 31, 2002,
primarily related to our bioscience business, as partially offset by a decrease
in interest expenses from $53,057 for the fiscal year ended December 31, 2001 to
$0 for the fiscal year ended December 31, 2002, resulting from the conversion of
debentures into common stock in 2001.

LIQUIDITY AND CAPITAL RESOURCES

         Our primary liquidity requirement has been the implementation and
funding of our sales and marketing efforts and the payment of compensation to
our officers. For 2004, our primary liquidity requirement will be the funding of
our research and development efforts and the funding of our sales and marketing
efforts.

         Cash and Cash Equivalents. On December 31, 2003, our cash and cash
equivalents amounted to $746,082 as to compared to $31,203 at December 31, 2002,
an increase of $714,879. During 2003, our operating activities utilized
$1,026,597 as compared to utilizing $843,579 in 2002, an increase of $183,018.
Cash utilized during these periods resulted from our net losses for such periods
and payment of accounts payable generated in prior years of operations.

         Investing activities utilized $49,474 in 2003, as compared to utilizing
$107,152 in 2002. Financing activities provided $1,790,950 in 2003, as compared
to $860,500 in 2002, primarily through the issuance of $1,810,950 of common
stock and warrants to investors in 2003.

We will require approximately $1,000,000 to fund our sales and marketing efforts
and to fund our

                                      -19-
<PAGE>

research and development efforts for 2004. We intend to raise funds through one
or more private placements of securities. Unless we can increase our revenues
and increase our stock price, it is not likely that we will be able to secure
such financing. If we are unable to secure such additional required capital, we
will continue to realize negative cash flow and losses and it is unlikely that
we will be able to implement our sales and marketing strategy or to fund our
research and development programs.

ITEM 7. FINANCIAL STATEMENTS

                          INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                                         PAGE
                                                                                         ----
<S>                                                                                      <C>
Independent Auditors' Report                                                                21

Financial Statements

         Balance Sheets                                                                  22-23

         Statements of Operations                                                           24

         Statements of Changes in Stockholders' Equity (Deficiency)                         25

         Statements of Cash Flows                                                        26-27

Notes to Financial Statements                                                            28-41
</TABLE>

                                      -20-
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

GeneLink, Inc.
Margate, New Jersey

         We have audited the accompanying balance sheet of GeneLink, Inc. as of
December 31, 2003, and the related statements of operations, changes in
stockholders' equity (deficiency) and cash flows for the year then ended. 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. The financial statements of GeneLink, Inc. as of December 31, 2002,
were audited by other auditors whose report dated January 24, 2003, expressed an
unqualified opinion on those statements.

         We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. 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 the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

         In our opinion, the 2003 financial statements referred to above present
fairly, in all material respects, the financial position of GeneLink, Inc. as of
December 31, 2003 and the results of its operations and its cash flows for the
year then ended in conformity with accounting principles generally accepted in
the United States of America.

Allentown, Pennsylvania
February 12, 2004
(except for Note 13, as to
which the date is March 24, 2004)

                                      -21-
<PAGE>

                                  GENELINK,INC.

                                 BALANCE SHEETS
                           DECEMBER 31, 2003 AND 2002

<TABLE>
<CAPTION>
                                          2003             2002
                                          ----             ----
<S>                                  <C>              <C>
  ASSETS
CURRENT ASSETS
   Cash and cash equivalents         $     746,082    $       31,203
   Accounts receivable                      43,556             2,675
   Inventory                                20,041            26,180
   Prepaid expenses                        197,221            84,866
                                     -------------    --------------

         Total current assets            1,006,900           144,924
                                     -------------    --------------

PROPERTY AND EQUIPMENT                      70,435            70,881
                                     -------------    --------------

OTHER ASSETS                               134,485           103,336
                                     -------------    --------------

         Total assets                $   1,211,820    $      319,141
                                     =============    ==============
</TABLE>

                        See Notes to Financial Statements

                                      -22-
<PAGE>

                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

<TABLE>
<CAPTION>
                                                                    2003           2002
                                                                    ----           ----
<S>                                                             <C>             <C>
CURRENT LIABILITIES
   Accounts payable & accrued expenses                          $      46,966   $    275,024
   Accrued payroll taxes                                               55,094         20,774
                                                                -------------   ------------

         Total current liabilities                                    102,060        295,798

   Accrued compensation                                               336,306        332,531
   Loans payable - affiliates                                          33,000         53,000
                                                                -------------   ------------

         Total liabilities                                            471,366        681,329
                                                                -------------   ------------

STOCKHOLDERS' EQUITY (DEFICIENCY)
   Common stock, par value $0.01 per share;
      authorized: 75,000,000 shares as of December
      31, 2003 and 2002 respectively; issued: 2003
      31,005,011 shares and 2002 19,123,130 shares;
      outstanding: 2003 30,808,831 shares and
      2002 18,926,950 shares                                          310,050        191,232
   Additional paid in capital                                       6,774,021      6,031,368
   Stock subscriptions receivable                                  (1,016,635)      (970,146)
   Stock warrants                                                   2,247,802        779,877
   Accumulated deficit                                             (7,368,924)    (6,188,659)
   Treasury stock, 196,180 shares as of
      December 31, 2003 and 2002, respectively                       (205,860)      (205,860)
                                                                -------------   ------------

       Total stockholders' equity (deficiency)                        740,454       (362,188)
                                                                -------------   -------------

       Total liabilities and stockholders' equity (deficiency)  $   1,211,820   $    319,141
                                                                =============   ============
</TABLE>

                        See Notes to Financial Statements

                                      -23-
<PAGE>

                                 GENELINK, INC.

                            STATEMENTS OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002

<TABLE>
<CAPTION>
                                                     2003             2002
                                                     ----             ----
<S>                                              <C>              <C>
REVENUES:                                        $     128,205    $       63,415

COST OF GOODS SOLD:                                     64,536            27,922
                                                 -------------    --------------

GROSS PROFIT:                                           63,669            35,493
                                                 -------------    --------------

EXPENSES:
   General and administrative                          794,613           610,965
   Consulting                                          216,108           189,328
   Professional fees                                   124,354           213,149
   Advertising and promotion                            49,190            86,400
   Amortization and depreciation                        18,771            12,478
                                                 -------------    --------------
                                                     1,203,035         1,112,320
                                                 -------------    --------------

         Loss before extraordinary items            (1,139,366)       (1,076,827)

EXTRAORDINARY ITEMS:
   Write-off of advance to related party              (182,054)         (393,437)
   Legal settlement                                    141,155                 -
                                                 -------------    --------------

         Loss before provision for income taxes     (1,180,265)       (1,470,264)

   PROVISION FOR INCOME TAXES:                               -                 -
                                                 -------------    --------------

         NET LOSS                                $  (1,180,265)       $1,470,264)
                                                 =============    ==============

LOSS PER SHARE, BASIC AND DILUTED:               $       (0.05)   $        (0.08)
                                                 =============    ==============

   Weighted average common shares and
      diluted potential common shares               24,085,932        17,909,147
                                                 =============    ==============
</TABLE>

                        See Notes to Financial Statements

                                      -24-
<PAGE>

                                 GENELINK, INC.

           STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
                     YEARS ENDED DECEMBER 31, 2003 AND 2002

<TABLE>
<CAPTION>
                                                            COMMON STOCK                    ADDITIONAL      STOCK
                                                       ---------------------   TREASURY      PAID IN     SUBSCRIPTION
                                                         SHARES     AMOUNT       STOCK       CAPITAL      RECEIVABLE
                                                       ----------  ---------  ----------   -----------   ------------
<S>                                                    <C>         <C>        <C>          <C>           <C>
BALANCE AT DECEMBER 31, 2001                           16,801,590  $ 168,015  $ (109,860)  $ 5,279,271   $   (920,189)
                                                       ----------  ---------  ----------   -----------   ------------

Fair value of options granted for consulting services           0          0           0        14,440              0
Fair value of vested stock options
Interest accrued on subscriptions receivable                    0          0           0        49,957        (49,957)
Issuance of common stock and stock warrants
pursuant to private placement offerings                 1,283,533     12,837           0       225,120              0
Issuance of common stock for cash                         580,000      5,800                   192,200
Issuance of common stock for services                     358,007      3,580           0       172,380              0
Issuance of common stock for services
returned to the company                                         0          0     (96,000)       66,000              0
Issuance of common stock to related party                 100,000      1,000           0        32,000              0
Net loss                                                        0          0           0             0              0
                                                       ----------  ---------  ----------   -----------   ------------
                                                        2,321,540     23,217     (96,000)      752,097        (49,957)
                                                       ----------  ---------  ----------   -----------   ------------
BALANCE, DECEMBER 31, 2002
                                                       19,123,130    191,232    (205,860)    6,031,368       (970,146)
                                                       ----------  ---------  ----------   -----------   ------------

Exercise of stock warrants                                908,900      9,089           0       289,361              0
Fair value of options granted for consulting                    0          0           0        10,200              0
Interest accrued on subscriptions receivable                    0          0           0        46,489        (46,489)
Issuance of common stock and stock warrants
for commissions                                           696,500      6,965           0       (89,007)             0
Issuance of common stock and stock warrants
for services                                              310,000      3,100           0        85,899              0
Issuance of common stock and stock warrants
pursuant to private placement offerings                 6,460,000     64,600           0       173,600              0
Issuance of common stock in lieu of compensation        3,445,875     34,458           0       206,717              0
Issuance of common stock to related party                  60,606        606           0        19,394              0
Net loss                                                        0          0           0             0              0
                                                       ----------  ---------  ----------   -----------   ------------
                                                       11,881,881    118,818           0       742,653        (46,489)
                                                       ----------  ---------  ----------   -----------   ------------

BALANCE, DECEMBER 31, 2003                             31,005,011  $ 310,050  $ (205,860)  $ 6,774,021   $ (1,016,635)
                                                       ==========  =========  ==========   ===========   ============

<CAPTION>
                                                                       DEFERRED
                                                          STOCK         STOCK       ACCUMULATED
                                                         WARRANTS    COMPENSATION     DEFICIT         TOTAL
                                                       -----------   ------------   ------------   -----------
<S>                                                    <C>           <C>            <C>            <C>
BALANCE AT DECEMBER 31, 2001                           $   350,334   $   (200,000)  $ (4,718,395)  $ (150,824)
                                                       -----------   ------------   ------------   -----------

Fair value of options granted for consulting services            0                             0        14,440
Fair value of vested stock options                                        200,000                      200,000
Interest accrued on subscriptions receivable                     0              0              0
Issuance of common stock and stock warrants
pursuant to private placement offerings                    429,543              0              0       667,500
Issuance of common stock for cash                                                                      198,000
Issuance of common stock for services                            0              0              0       175,960
Issuance of common stock for services
returned to the company                                          0              0              0       (30,000)
Issuance of common stock to related party                        0              0              0        33,000
Net loss                                                         0              0     (1,470,264)   (1,470,264)
                                                       -----------   ------------   ------------   -----------
                                                           429,543        200,000     (1,470,264)     (211,364)
                                                       -----------   ------------   ------------   -----------
BALANCE, DECEMBER 31, 2002
                                                           779,877              0     (6,188,659)     (362,188)
                                                       -----------   ------------   ------------   -----------

Exercise of stock warrants                                (210,500)             0              0        87,950
Fair value of options granted for consulting                     0              0              0        10,200
Interest accrued on subscriptions receivable                     0              0              0             0
Issuance of common stock and stock warrants
for commissions                                            123,625              0              0        41,583
Issuance of common stock and stock warrants
for services                                                70,000              0              0       158,999
Issuance of common stock and stock warrants
pursuant to private placement offerings                  1,484,800              0              0     1,723,000
Issuance of common stock in lieu of compensation                 0              0              0       241,175
Issuance of common stock to related party                        0              0              0        20,000
Net loss                                                         0              0     (1,180,265)   (1,180,265)
                                                       -----------   ------------   ------------   -----------
                                                         1,467,925              0     (1,180,265)    1,102,642
                                                       -----------   ------------   ------------   -----------

BALANCE, DECEMBER 31, 2003                             $ 2,247,802   $          0   $ (7,368,924)  $   740,454
                                                       ===========   ============   ============   ===========
</TABLE>

                        See Notes to Financial Statement

                                       25
<PAGE>

                                 GENELINK, INC.

                            STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002

<TABLE>
<CAPTION>
                                                          2003           2002
                                                          ----           ----
<S>                                                    <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                               $(1,180,265)   $(1,470,264)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization                               18,771         12,478
Fair value of compensation related to vested options             -        200,000
Stock issued to related party                               20,000         33,000
Common stock issued for services                           158,999        145,960
Common stock issued for commissions                         41,583              0
Common stock issued in lieu of compensation                241,175              0
Fair value of options granted for consulting services       10,200         14,440
Accounts receivable                                        (40,881)        (1,227)
Inventories                                                  6,139        (16,091)
Prepaid expenses                                          (112,355)        68,012
Increase (decrease) in liabilities:
Accounts payable & accrued expenses                       (228,058)       186,208
Accrued payroll taxes                                       34,320          9,181
Accrued compensation                                         3,775        (25,276)
Net cash used in operating activities                   (1,026,597)      (843,579)
                                                       -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment                         (10,041)       (23,216)
Patent acquisition costs                                   (39,433)       (83,936)
                                                       -----------    -----------

Net cash used in investing activities                      (49,474)      (107,152)
                                                       -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds (repayments) from loans and notes payable         (20,000)        (5,000)
Proceeds from exercise of stock warrants                    87,950             -
Proceeds from issuance of common stock                   1,723,000        865,500
                                                       -----------    -----------

Net cash provided by financing activities                1,790,950        860,500
                                                       -----------    -----------
Net increase (decrease) in cash and cash equivalents       714,879        (90,231)
</TABLE>

                        See notes to Financial Statements

                                       26
<PAGE>

                                 GENELINK, INC.

                            STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002

<TABLE>
<CAPTION>
                                                      2003       2002
                                                      ----       ----
<S>                                                 <C>        <C>
Cash and cash equivalents:
Beginning                                              31,203    121,434
                                                    ---------  ---------

Ending                                              $ 746,082  $  31,203
                                                    =========  =========

SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION

Non-cash financing transactions:

Accrued interest on subscriptions receivable        $  46,489  $  49,957
                                                    =========  =========

Common stock issued for services                    $ 200,582  $ 145,960
                                                    =========  =========

Acquisition of treasury stock                       $       -  $  96,000
                                                    =========  =========
</TABLE>

                        See notes to Financial Statements

                                       27
<PAGE>

                          NOTES TO FINANCIAL STATEMENTS

NOTE 1.           ORGANIZATION

                  GeneLink, Inc. (the Company), operating in New Jersey, was
                  organized under the laws of the Commonwealth of Pennsylvania.
                  The Company is the successor to a Delaware Corporation
                  organized under the same name on September 21, 1994. The
                  Company's offices are located in Margate, New Jersey.

                  The Company was founded in response to the information being
                  generated in the field of human molecular genetics. Management
                  believes future generations could benefit from the DNA store
                  of knowledge, as scientists are discovering an increasing
                  number of connections between genes and specific diseases. For
                  this reason, the Company has created a DNA banking service
                  that stores DNA before and after an individual dies. This
                  genetic history can help families determine if they are at
                  risk for certain inherited diseases. DNA banking shifts the
                  emphasis from diagnosis and treatment to detection and
                  prevention.

                  The Company has developed a patented DNA Collection Kit for
                  the collection of DNA specimens of its clients. The DNA will
                  be stored for 75-year intervals. Upon a client's request, and
                  upon the payment of a retrieval fee, the stored DNA specimen
                  can be retrieved and sent to a laboratory for testing.

                  The Company has also developed three proprietary genetic
                  indicator tests (GeneLink's Genesis 1 Program) and has filed
                  three patent applications. These tests are designed to measure
                  genes that can contribute to disease and aging, predict an
                  individual's risk for skin aging, and predict an individual's
                  susceptibility to obesity. The Company's patented DNA
                  Collection Kit will be used for the Program, which can assist
                  nutritional companies and medical, health and anti-aging
                  practitioners to offer a "more targeted" and improved approach
                  to wellness/nutritional therapies.

NOTE 2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                  USE OF ESTIMATES:

                  The preparation of financial statements in conformity with
                  generally accepted accounting principles requires management
                  to make estimates and assumptions that affect the reported
                  amounts of assets and liabilities and disclosure of contingent
                  assets and liabilities at the date of the financial statements
                  and reported amounts of revenues and expenses during the
                  reporting period. Actual results could differ from those
                  estimates.

                  CASH AND CASH EQUIVALENTS:

                  Highly liquid debt instruments purchased with a maturity of
                  three months or less are considered to be cash equivalents. At
                  times cash and cash equivalents may

                                       28
<PAGE>

                  exceed insured limits. The Company maintains certain cash
                  balances with Merrill Lynch, which is SIPC insured up to
                  $300,000.

                  PROPERTY AND EQUIPMENT:

                  Property and equipment are stated at cost. Expenditures for
                  maintenance and repairs are charged against operations.
                  Renewals and betterments that materially extend the life of
                  the assets are capitalized. Depreciation is computed using the
                  straight-line method over the estimated useful lives of 5 to
                  39 years of the related assets.

                  REVENUE AND COST RECOGNITION:

                  Revenues are recorded when the kits are sold. The Company
                  receives a non-refundable fee for the DNA kits and provides
                  DNA analysis testing at that time, then stores the specimen
                  for up to 75 years. If the client requests the DNA specimen
                  back at any time during the storage period, they will be
                  entitled to receive the specimen upon payment of an additional
                  retrieval fee but will not be entitled to any refund of the
                  original storage fee. Direct costs related to sale of kits
                  include the purchase of kits, samples, and delivery expenses.
                  The direct costs of kits are recognized at time of sale to
                  customers as opposed to the time of purchase by GeneLink, Inc.
                  from its vendors. Kits purchased by GeneLink, Inc. and not yet
                  sold remain in inventory. Revenues from the proprietary
                  genetic indicator tests are recognized partially when the kits
                  are sold, and subsequently when they are presented to the lab
                  for testing.

                  AMORTIZATION OF PATENTS:

                  Legal and professional fees and expenses in connection with
                  the filing of patent and trademark applications have been
                  capitalized and are amortized over fifteen years on a
                  straight-line basis. The Company has filed for and has patents
                  pending in the USA and foreign countries on its method of DNA
                  gathering. The Company also filed for and has patents pending
                  on its three proprietary genetic indicator tests. The Company
                  has a registered trademark for its name, logo, and the name
                  "DNA Collection Kit(R)." In March 2001, the Company reached a
                  Notice of Allowance of Patent on its method of DNA gathering,
                  and has received trademark protection for its name, logo, and
                  the name "DNA Collection Kit(R)."

                  INVENTORY:

                  Inventory consists of kits held for resale. Inventory is
                  valued at the lower of cost (using the first-in, first-out
                  method) or market. The shelf life of the DNA kits is estimated
                  by the Company to be in excess of 30 years.

                  INCOME TAXES:

                  The Company accounts for income taxes in accordance with
                  Statement of Financial Accounting Standards ("SFAS") No. 109,
                  "Accounting for Income Taxes", which requires the use of an
                  asset and liability approach for financial

                                       29
<PAGE>

                  accounting and reporting for income taxes. Under this method,
                  deferred tax assets and liabilities are recognized based on
                  the expected future tax consequences of temporary differences
                  between the financial statement carrying amounts and tax basis
                  of assets and liabilities as measured by the enacted tax rates
                  that are expected to be in effect when taxes are paid or
                  recovered.

                  LONG LIVED ASSETS:

                  The Company reviews for the impairment of long-lived assets
                  and certain identifiable intangibles whenever events or
                  changes indicate that the carrying amount of an asset may not
                  be recoverable. An impairment loss would be recognized when
                  estimated future cash flows expected to result from the use of
                  an asset and its eventual disposition are less than its
                  carrying amount. The Company has not identified any such
                  impairment losses during the years ended December 31, 2003 and
                  2002.

                  PER SHARE DATA:

                  Effective November 12, 1998, the Company adopted SFAS No. 128,
                  "Earnings Per Share." The provisions of SFAS 128 establish
                  standards for computing and presenting earnings per share
                  (EPS). This standard replaces the presentation of primary EPS
                  with a presentation of basic EPS. Additionally, it requires
                  dual presentation of basic and diluted EPS for all entities
                  with complex capital structures and requires a reconciliation
                  of the numerator and denominator of the diluted EPS
                  computation. Diluted EPS reflects the potential dilution that
                  could occur if securities or other contracts to issue common
                  stock were exercised or converted into common stock. Diluted
                  EPS for 2003 and 2002 excludes any effect from such
                  securities, as their inclusion would be antidilutive.

                  STOCK OPTIONS:

                  The Financial Accounting Standards Board has issued SFAS No.
                  123, which defines a fair value based method of accounting for
                  an employee stock option and similar equity instruments and
                  encourages all entities to adopt that method of accounting for
                  all of their employee stock compensation plans. However, it
                  also allows an entity to continue to measure compensation cost
                  for those plans using the method of accounting prescribed by
                  Accounting Principles Board Opinion No. 25 (APB 25). Entities
                  electing to remain with the accounting in APB 25 must make
                  proforma disclosures of net income (loss) and, if presented,
                  earnings (loss) per share, as if the fair value based method
                  of accounting defined in SFAS 123 had been adopted. The
                  Company has elected to account for its stock-based
                  compensation plans under APB 25.

                                       30
<PAGE>

NOTE 3.           PROPERTY AND EQUIPMENT

                  As of December 31, 2003 and 2002, property and equipment
                  consisted of the following:

<TABLE>
<CAPTION>
                                  2003       2002
                                  ----       ----
<S>                            <C>         <C>
Office furniture               $   1,154   $   1,154
Office equipment                  44,936      36,887
Leasehold improvements            51,992      50,000
Software                          11,900      11,900
                               ---------   ---------
                                 109,982      99,941
Less accumulated depreciation
    and amortization              39,547      29,060
                               ---------   ---------

                               $  70,435   $  70,881
                               =========   =========
</TABLE>

                  Depreciation and amortization expense was $10,487 and $7,996
                  for the years ended December 31, 2003 and 2002, respectively.

NOTE 4.           OTHER ASSETS

                  As of December 31, 2003 and 2002 other assets consisted of the
                  following:

<TABLE>
<CAPTION>
                                  2003       2002
                                  ----       ----
<S>                            <C>         <C>
Patents                        $ 148,612   $ 109,179
Organization costs                86,976      86,976
Deposits                             728         728
                               ---------   ---------
                                 236,316     196,883

Less accumulated amortization    101,831      93,547
                               ---------   ---------

                               $ 134,485   $ 103,336
                               =========   =========
</TABLE>

                  Amortization expense was $8,284 and $4,482 for the years ended
                  December 31, 2003 and 2002, respectively.

                                       31
<PAGE>

                  The future estimated minimum amortization expense that will be
                  charged to operations as of December 31, 2003 is as follows:

<TABLE>
<CAPTION>
Year Ending
December 31,
<S>                                 <C>
    2004                            $  8,200
    2005                               8,200
    2006                               8,200
    2007                               8,200
    2008                               8,200
 Thereafter                           93,485
                                    --------

                                    $134,485
                                    ========
</TABLE>

NOTE 5.           INCOME TAXES

                  At December 31, 2003, the difference between the operating
                  loss carryforwards on a tax Company had federal and state tax
                  net operating loss carryforwards of approximately $9,400,000.
                  The basis and a book basis is due principally to differences
                  in depreciation, amortization, and treatment of stock options.
                  The federal carryforwards will begin to expire in 2009 and the
                  state carryforwards will begin to expire in 2003.

                  The Company had a net deferred tax asset of $1,410,000 at
                  December 31, 2003 primarily from net operating loss
                  carryforwards. A valuation allowance was recorded to reduce
                  the net deferred tax asset to zero.

NOTE 6.           STOCKHOLDERS' EQUITY TRANSACTIONS

                  COMMON STOCK

                  During the years ended December 31, 2003 and 2002, the Company
                  issued 6,460,000 and 1,671,033 shares of common stock and
                  6,460,000 and 1,283,533 warrants to purchase common stock for
                  cash consideration of $1,723,000 and $865,500, respectively.
                  This is pursuant to the private placement offerings in 2003
                  and 2002. Using the Black-Scholes methodology, the warrants
                  were valued at $1,467,925 and $429,543, respectively.

                  The Company issued 1,006,500 and 358,007 shares of common
                  stock for services rendered, valued at $200,582 and $145,960
                  for the years ended December 31, 2003 and 2002, respectively.

                  The Company converted $485,000 of Debenture Notes Payable and
                  $36,690 of accrued interest into 1,554,494 common shares of
                  stock valued at $521,691 at the date of conversion during the
                  year ended December 31, 2001. The holding period restriction
                  on these shares lapsed on May 5, 2002.

                                       32
<PAGE>

                  SUBSCRIPTION RECEIVABLE-OFFICERS

                  Since its inception, the Company advanced funds periodically
                  to an officer. Subscription Receivable-Officers represents
                  officer's loans and accrued interest of $1,016,635 and
                  $970,146 at December 31, 2003 and December 31, 2002,
                  respectively. The loans accrue interest using the average
                  applicable monthly Federal Rates (AFRs).

                  The officer executed a note to the Company to evidence his
                  obligation on account of his loans. Under the terms of the
                  obligation, in repayment thereof, the officer will have the
                  right, at any time on or before April 15, 2004, to transfer to
                  the Company, at the then fair market value, shares of the
                  Company's common stock. Any transfer not in full satisfaction
                  of the obligation will first be applied to accrued interest
                  and then to principal. No payments of interest or principal
                  shall be due on account of the loans prior to April 15, 2004.
                  Fair market value of the Company's shares shall be equal to
                  the average between the bid and ask price in the market in
                  which it is publicly-traded on the last date on which such
                  trades occurred prior to the transfer of shares from the
                  officer of the Company.

                  The Company recorded these subscription receivables as a
                  contra-equity account in the Company's balance sheet in
                  accordance with Staff Accounting Bulletin Topic 4G, with
                  related interest income on these notes also being recorded in
                  the Company's equity section.

                  STOCK ISSUED FOR LEGAL SERVICES

                  As of December 31, 2003, an unrelated third party engaged by
                  the Company held 300,000 shares of common stock as payment for
                  services rendered.

                  The initial agreement dated March 26, 2001, required 400,000
                  shares of stock to be issued at $0.30 per share for a value of
                  $120,000 to be held as collateral in the event that the
                  Company could not pay its legal bills. On June 30, 2002, this
                  collateral agreement expired and has not been renewed. In
                  March 2002, the law firm sold 100,000 shares and returned an
                  additional 100,000 shares back to the Company. The Company
                  received a credit for the entire amount of the sale proceeds.
                  In September 2002, 100,000 additional shares were issued to
                  the law firm due to the decline in stock value.

                  As of December 31, 2003 all stock issued to the law firm has
                  been recorded as an expense for legal services. As of December
                  31, 2003 no outstanding balance was owed the law firm and the
                  shares of common stock held as of December 31, 2003 remain as
                  collateral for any future unpaid legal services.

                  STOCK OPTIONS AND WARRANTS

                  The Financial Accounting Standards Board has issued SFAS No.
                  123, which defines a fair value based method of accounting for
                  an employee stock option and similar equity instruments and
                  encourages all entities to adopt that method of accounting for
                  all of their employee stock compensation plans. However, it
                  also

                                       33
<PAGE>

                  allows an entity to continue to measure compensation cost for
                  those plans using the method of accounting prescribed by
                  Accounting Principles Board Opinion No. 25 (APB 25).

                  Entities electing to remain with the accounting in APB 25 make
                  proforma disclosures of net income (loss) and, if presented,
                  earnings (loss) per share, as if the fair value based method
                  of accounting defined in SFAS 123 had been adopted. The
                  Company has elected to account for its stock-based
                  compensation plans under APB 25.

                  An officer of the Company was granted options to acquire
                  1,200,000 shares at $0.10 per share, for services provided to
                  the Company from its inception, 400,000 of which vested upon
                  the execution of the employment agreement with the remaining
                  balance vesting in four (4) equal annual installments of
                  200,000 each commencing January 1998.

                  The Company also issued another officer of the Company
                  1,000,000 options that will enable him to acquire shares of
                  the Company's common stock exercisable at the price of $0.10
                  per share for services provided to the Company from its
                  inception. These options will expire December 31, 2004 and
                  vest 200,000 upon the execution of the agreement, with the
                  remaining balance vesting in four (4) equal annual
                  installments of 200,000 each, commencing January 1999. The
                  options were fully vested as of December 31, 2002.

                  Pursuant to APB No. 25 compensation has been recognized based
                  upon the difference of the fair value of the Company's stock
                  at the grant date and the officers exercise price as follows:

<TABLE>
<CAPTION>
                      Fair Value
Grant  # of Options  of Options at  Exercise   Additional
Date      Granted    Date of Grant   Price    Compensation
-----  ------------  -------------  --------  ------------
<S>    <C>           <C>            <C>       <C>
1997     2,200,000       $0.60       $0.10     1,100,000
1998             -           -           -             -
</TABLE>

                  In connection with the Company issuing the options to the
                  officers noted above, the Company recorded a deferred
                  compensation charge of $1,100,000 reflected in the equity
                  section. The deferred compensation is being amortized to
                  expense over the vesting periods, and totaled $0 and $200,000
                  for the years ended December 31, 2003 and 2002, respectively.

                  On January 23, 2001, the Company issued incentive stock
                  options to two officers to acquire 1,500,000 shares of common
                  stock at $0.40 per share. These options expire on January 23,
                  2006 and vest 500,000 on January 23, 2001, 500,000 on January
                  23, 2002, 350,000 on January 23, 2003, and 150,000 on January
                  23, 2004.

                                       34
<PAGE>

                  On January 30, 2001, warrants granted during 1999 to acquire
                  100,000 shares of common stock at $1.50 per share were
                  cancelled. The Company issued replacement warrants to acquire
                  250,000 shares at $0.33 per share.

                  During the quarter ended March 31, 2001, the Company issued
                  warrants to acquire 550,000 shares of common stock at $0.44
                  per share pursuant to a consulting agreement. These warrants
                  vest 275,000 on January 17, 2001, and 275,000 on January 17,
                  2002. Pursuant to FAS 123, consulting expense of $52,250 was
                  recorded based on the fair value of the vested options granted
                  during 2002 and 2002. This was charged against additional
                  paid-in-capital as a fund raising expenditure.

                  On May 11, 2001, warrants granted for services during 2000 to
                  acquire 25,000 shares of common stock at $1.50 per share were
                  cancelled. The Company issued replacement warrants to acquire
                  100,000 shares at $0.35 per share. Pursuant to FAS 123,
                  consulting expense of $87,650 was recorded based on the
                  difference in value between the original warrants and the
                  replacement warrants.

                  During the quarter ended June 30, 2001, the Company issued
                  warrants to acquire 12,000 shares of common stock at $1.00 per
                  share and 40,000 shares of common stock at $0.50 per share
                  pursuant to consulting agreements. Of the warrants issued,
                  12,000 vest in twelve monthly installments of 1,000 commencing
                  June 1, 2001, and the other 40,000 vest 20,000 on April 1,
                  2002 and 20,000 on April 1, 2003. Pursuant to FAS 123,
                  consulting expense of $2,200 and $2,440 was recorded based on
                  the fair value of the vested warrants granted for the years
                  ended December 2003 and 2002, respectively.

                  During the quarter ended December 31, 2001, the Company issued
                  warrants to acquire 237,500 shares of common stock at $0.50
                  per share pursuant to consulting agreements. Of the warrants
                  issued, 150,000 vest in monthly installments of 6,250
                  commencing September 1, 2001 and 87,500 vest immediately.
                  Pursuant to FAS 123, consulting expense of $8,000 and $12,000
                  was recorded and fundraising expenditures of $0 and $0 was
                  charged against additional paid-in-capital based on the fair
                  value of the vested options granted for the years ended
                  December 31, 2003 and 2002, respectively.

                  During the year ended December 31, 2002, an officer of the
                  Company was granted options to acquire 1,200,000 shares of
                  common stock at $0.82 per share. The options vest in three
                  equal annual installments beginning in April 2003.

                                       35
<PAGE>

                  A summary of the status of the Company's stock options and
                  warrants as of December 31, 2003 and 2002, and changes during
                  the years ending of those dates are presented below:

<TABLE>
<CAPTION>
                                      2003                     2002
                              ---------------------   --------------------
                                           Weighted               Weighted
                                            Average               Average
                                           Exercise               Exercise
                                Shares       Price      Shares     Price
                              ----------   --------   ----------  --------
<S>                           <C>          <C>        <C>         <C>
Options/warrants outstanding
   at beginning of year       10,552,062   $   0.63    7,681,029  $   0.69
Granted                        7,472,501       0.48    2,871,033      0.81
Exercised                       (920,000)     (0.40)           -         -
Expired                         (309,375)     (0.49)
Cancelled                              -          -            -         -
                              ----------   --------   ----------  --------

Options/warrants outstanding
   at end of year             16,795,188       0.58   10,552,062      0.63
                              ==========   ========   ==========  ========
Options/warrants exercisable
   at end of year             16,285,188               8,782,062
Weighted-average fair value
   of options granted during
   the year                                $   0.27               $   0.33
</TABLE>

                  The following table summarizes information about stock options
                  and warrants outstanding at December 31, 2003:

<TABLE>
<CAPTION>
                        Weighted-Average
             Number       Remaining
Exercise   Outstanding  Contractual Life   Exercisable
 Price     at 12/31/03      (Years)         Warrants
--------  ------------  ----------------  ------------
<S>       <C>           <C>               <C>
 0.10         858,820        1.00             858,820
 0.20         500,000        2.00             500,000
 0.35         100,000        2.25             100,000
 0.40       4,335,000        3.65           4,225,000
 0.44         550,000        2.00             550,000
 0.45         920,000        4.88             920,000
 0.50       2,630,001        3.38           2,630,001
 0.60       2,212,501        4.11           2,212,501
 0.75         432,500        3.48             432,500
 0.82       1,200,000        3.29             800,000
 1.00       3,056,366        1.09           3,056,366
           ----------                      -----------

           16,795,188                      16,285,188
           ==========                      ==========
</TABLE>

                  Had compensation cost of GeneLink, Inc.'s incentive stock
                  options issued to officers been determined based on the fair
                  value of options at the dates of award under the fair value
                  method of SFAS 123, the Company's net loss and net loss

                                       36
<PAGE>

                  per common share would have been reduced to the proforma
                  amounts indicated below:

<TABLE>
<CAPTION>
                                  2003        2002
                             -----------   -----------
<S>                          <C>           <C>
Net loss:
   As reported               $(1,180,265)  $(1,470,264)
   Proforma                   (1,425,765)   (1,651,264)

Net loss per common share:
   As reported               $     (0.05)  $     (0.08)
   Proforma                        (0.06)        (0.09)
</TABLE>

                  Significant assumptions used to calculate the fair value of
                  all options issued for services are as follows:

<TABLE>
<S>                                                              <C>
Risk free interest rate of return                                          7%
Expected option life                                              4-5.5 yrs.
Expected dividends                                               $      0.00
Expected volatility                                                       50%
</TABLE>

                  TREASURY STOCK

                  During the year ended December 31, 2002, 100,000 shares of
                  common stock valued at $96,000 was returned to the Company and
                  recorded as treasury stock. The stock was issued during 2001
                  for services rendered.

                  PRIVATE PLACEMENT OFFERING

                  In January 2001, GeneLink, Inc. commenced a private placement
                  offering of up to 2 million units at a price of $0.50 per
                  unit, under Rule 504 of Regulation D, which provides an
                  exemption for limited offerings and sales of securities not
                  exceeding $1,000,000. Each unit consists of one share of
                  common stock and a warrant to acquire one share of common
                  stock at an exercise price of $1.00 per share. The proceeds
                  will be used for working capital and for research and
                  development expenditures in connection with the development of
                  a new product line.

                  In June 2001, GeneLink, Inc. commenced a private placement
                  offering of up to 250,000 units at a price of $0.30 per unit,
                  under Rule 506 of Regulation D. Each unit consists of one
                  share of common stock and a warrant to acquire one share of
                  common stock at an exercise price of $0.50 per share. The
                  proceeds will be used for working capital and to fund research
                  and development relating to a new product line. This was
                  amended on August 21, 2001 to offer up to 500,000 units. On
                  November 14, 2001, an amendment to the private placement
                  offering increased the purchase price to $0.50 per unit, and
                  the warrant exercise price to $1.00 per share. On December 18,
                  2001, an amendment included a total offering of 300,000 units
                  at $0.625 per unit.

                  In September 2002, GeneLink, Inc. commenced a private
                  placement offering of up to $1,000,000 of units at a price of
                  $0.45 per unit, each unit consisting of 1 share of

                                       37
<PAGE>

                  common stock and two warrants to acquire 1 share each of
                  common stock, one warrant at an exercise price of $0.50 per
                  share, and one warrant at an exercise price of $0.75 per
                  share. These units are being offered pursuant to Regulation D
                  of the Securities Act of 1933.

                  In January 2003, GeneLink, Inc. commenced a private placement
                  offering of up to $1,000,000 of units at a price of $0.25 per
                  unit, each unit consisting of 1 share of common stock and two
                  warrants to acquire 1 share each of common stock, one warrant
                  at an exercise price of $0.40 per share, and one warrant at an
                  exercise price of $0.45 per share. These units are being
                  offered pursuant to Regulation D of the Securities Act of
                  1933.

                  In July 2003, GeneLink, Inc. commenced a private placement
                  offering of up to $500,000 of nits at a price of $0.20 per
                  unit, each unit consisting of 1 share of common stock and a
                  warrant to acquire 1 share of common stock at an exercise
                  price of $0.40 per share. These units are being offered
                  pursuant to Regulation D of the Securities Act of 1933.

                  In October 2003, GeneLink, Inc. commenced a private placement
                  offering of up to $500,000 of units at a price of $0.40 per
                  unit, each unit consisting of 1 share of common stock and a
                  warrant to acquire 1 share of common stock at a exercise price
                  of $0.60 per share. These units are being offered pursuant to
                  Regulation D of the Securities Act of 1933.

NOTE 7.           NET LOSS PER SHARE

                  Earnings per share is calculated under the provisions of
                  Statement of Financial Accounting Standards (SFAS) No. 128
                  "Earnings Per Share."

                  Basic EPS is calculated using the weighted average number of
                  common shares outstanding for the period and diluted EPS is
                  computed using the weighted average number of common shares
                  and dilutive common equivalent shares outstanding. Given that
                  the Company is in a loss position, there is no difference
                  between basic EPS and diluted EPS since the common stock
                  equivalents would be antidilutive.

<TABLE>
<CAPTION>
                                                           2003          2002
                                                        -----------   -----------
<S>                                                     <C>           <C>
 Net loss                                               $(1,180,265)  $(1,470,264)

 Weighted average number of shares of common
     stock and common stock equivalents outstanding               -             -
 Weighted average number of common shares
     outstanding for computing basic earning per share   24,085,932    17,909,147
 Dilute effect of warrants and stock options after
     application of the treasury stock method                     -             -
</TABLE>

                                       38
<PAGE>

<TABLE>
<S>                                                     <C>           <C>
 Weighted average number of common shares out-
     standing for computing diluted earnings per share   24,085,932    17,909,147
                                                        ===========   ===========

 Net loss per share - basic and diluted                 $     (0.05)  $     (0.08)
                                                        ===========   ===========
</TABLE>

                  The following common stock equivalents are excluded from the
                  earnings per share calculation as their effect would have been
                  antidilutive:

<TABLE>
<CAPTION>
                                                         Years Ended December 31
                                                        -------------------------
                                                            2003         2002
                                                        -----------   -----------
<S>                                                     <C>           <C>
Warrants and stock options                              $16,795,188   $10,552,062
                                                        ===========   ===========
</TABLE>

NOTE 8.           ADVERTISING

                  The Company expenses the production costs of advertising when
                  incurred. Advertising expense was $49,190 and $86,400 for the
                  years ended December 31, 2003 and 2002, respectively.

NOTE 9.           RENT

                  The Company leases its offices located in Margate, New Jersey
                  at no cost from its officers other than maintenance and
                  improvement costs.

NOTE 10.          RELATED PARTY TRANSACTIONS

                  On April 24, 2002, the Company entered into a Distribution
                  Agreement with NuGenix, LLC ("NuGenix"), pursuant to which it
                  granted NuGenix the right to distribute vitamin and
                  nutritional supplement products and regimens developed
                  utilizing the Company's proprietary genetic profiling
                  technology (the "Products") in the direct selling market with
                  North America. The Distribution Agreement grants to NuGenix an
                  exclusive right through January 31, 2003 and a non-exclusive
                  right for a period of five years thereafter to market and sell
                  the Products within North America through the direct selling
                  market. Revenues from NuGenix was $12,116 and $22,283 for the
                  years ended December 31, 2003 and 2002, respectively.

                  In connection with entering into the Distribution Agreement,
                  the Company has agreed to loan NuGenix $500,000 to fund
                  NuGenix's operations, which was included in advances of
                  $182,054 and $333,000 funded by the Company to NuGenix during
                  the years ended December 31, 2003 and 2002, respectively. The
                  loan is for a three-year term, accrues interest at the rate of
                  six percent (6%) per year and grants the Company the right to
                  convert the principal balance of the loan into an equity
                  position in NuGenix. To secure NuGenix's obligations with
                  respect to the loan, NuGenix has granted the Company a first
                  priority security interest in all of its assets and the
                  members of NuGenix have pledged their membership interests in
                  NuGenix to the Company. NuGenix is entirely owned by
                  DePhillipo

                                       39
<PAGE>

                  Family, LLC, which in turn is owned by the adult children of
                  John R. DePhillipo, the Chief Executive Officer and President
                  and a member of the Board of Directors of the Company.

                  In addition to the cash advanced of $182,054 and $333,000, the
                  Company issued NuGenix 60,606 and 100,000 shares of Common
                  Stock valued at $20,000 and $33,000 as part of the advances
                  during the years ended December 31, 2003 and 2002,
                  respectively.

                  As of December 31, 2002, NuGenix owed the Company $17,283 for
                  kit sales and genetic testing. The Company reduced the balance
                  due of the advances received under the $500,000 loan by these
                  receivables during 2003. The Company also made several
                  temporary advances to NuGenix during the year ended. The total
                  advances to Nugenix were $181,132 and $393,437 for the years
                  ended December 31, 2003 and 2002, respectively. These advances
                  were written off as extraordinary items per Note 11.

                  The Company has an agreement with the UNTHSC through March
                  2006 for the storage of genetic material obtained using one of
                  the Company's kits. Two (2) doctors associated with the UNTHSC
                  own approximately 20,000 shares of the Company.

                  The Company has established protocols with the UNTHSC whereby
                  the UNTHSC will receive a sample in an envelope enclosed with
                  the kit, measure the quantity to assure that enough genetic
                  material is present, analyze the sample to extract the DNA,
                  freeze and store the material in the refrigerated area
                  maintained by the UNTHSC making it available for future
                  retrieval.

                  LOANS PAYABLE-AFFILIATES

                  The Company's unsecured long-term debt as of December 31, 2003
                  and 2002 consists of loans from various shareholders with no
                  stated repayment terms.

<TABLE>
<CAPTION>
                           2003      2002
                         --------  --------
<S>                      <C>       <C>
Total obligations        $ 33,000  $ 53,000
   Less current portion         -         -

                         $ 33,000  $ 53,000
                         ========  ========
</TABLE>

                  CONSULTING

                  The Company is dependent on the services of John DePhillipo,
                  its Chairman and Chief Executive Officer and, accordingly, the
                  Company entered into a five-year employment agreement dated
                  February 24, 1998. As of December 31, 2002, $84,071 was owed
                  to Mr. DePhillipo for compensation earned under the 1998
                  agreement. During 2003, Mr. DePhillipo reached an agreement
                  with the Company and agreed to accept stock in lieu of the
                  prior compensation due.

                                       40
<PAGE>

                  The Company entered into a new five-year employment agreement
                  with John DePhillipo dated January 1, 2003. The initial base
                  compensation is $275,000 for 2003. Each calendar year
                  thereafter, the base shall increase by the greater of $25,000
                  or an amount determined by the Board. The agreement also calls
                  for an annual bonus equal to ten percent (10%) of earnings of
                  the Company in each calendar year in excess of $1,500,000. In
                  addition, options to acquire $1,500,000 shares of the
                  Company's common stock will be granted at an exercise price of
                  $1.00 per share, vesting in five (5) equal annual installments
                  commencing December 1, 2003.

                  The Company has entered into a consulting agreement with Dr.
                  Ricciardi (shareholder and officer) dated February 24, 1998.
                  The initial term of the agreement is five (5) years. As of
                  December 31, 2003, $336,306 was owed to Dr. Ricciardi for
                  services rendered under the consulting agreement. The Company
                  is in the process of renewing its agreement with Dr.
                  Ricciardi. A new agreement has not yet been signed.

NOTE 11.          EXTRAORDINARY ITEMS

                  During the years ended December 31, 2003 and 2002, the Company
                  advanced to a related party (NuGenix) $182,054 and $393,437,
                  respectively, of which a total of $500,000 is evidenced by a
                  promissory note. The loan is for a three-year term, accrues
                  interest at the rate of six percent (6%) per year and grants
                  the Company the right to convert the principal balance of the
                  loan into an equity position in NuGenix. Although the note
                  does not mature until 2005, the Company's belief, after
                  continuing reevaluation, is that NuGenix does not possess the
                  ability to be able to repay the note or provide liquidity to
                  convert its stock into cash. Therefore, management has
                  determined that the additional advance should be written off
                  in the current period.

                  The Company was involved in a trademark opposition regarding
                  the use of its trademark GeneLink. In the case GeneLink v.
                  LAB21, Civil Action No. 03cv1038 (D.NJ 2003), a settlement was
                  reached pursuant to which the Company received a settlement
                  payment.

NOTE 12.          GOING CONCERN

                  The Company's financial statements are prepared using
                  generally accepted accounting principles applicable to a going
                  concern, which contemplates the realization of assets and
                  liquidation of liabilities in the normal course of business.
                  The Company incurred an operating loss of $1,180,265 and
                  $1,470,264 for the years ended December 31, 2003 and 2002,
                  respectively. The Company reported a deficit of $7,368,924 and
                  $6,188,659 as of December 31, 2003 and 2002, respectively. The
                  Company has announced marketing plans to enhance sales and, as
                  a result, management believes that they will be able to
                  generate sufficient revenue and cash flow for the Company to
                  continue as a going concern. Should the Company be unable to
                  continue as a going concern, assets and liabilities would
                  require restatement on a liquidation basis that would differ
                  materially from the going concern basis.

                                       41
<PAGE>

NOTE 13.          SUBSEQUENT EVENT

                  On June 29, 2003, the Company issued to John DePhillipo
                  2,722,345 shares and Maria DePhillipo 723,530 shares in
                  satisfaction of accrued and unpaid salary of $544,469 owed to
                  John DePhillipo and $144,704 owed to Maria DePhillipo.

                  Effective March 24, 2004, the Board of Directors of the
                  Company decided to provide additional compensation payable to
                  John DePhillipo and Maria DePhillipo to reflect the desire of
                  the Board to treat the shares issued June 29, 2003 to John
                  DePhillipo not as an issuance in satisfaction of accrued and
                  unpaid salary but as additional compensation.

                  To reflect the additional compensation granted, the Company
                  will record $544,469 of additional compensation to John
                  DePhillipo during March 2004.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

         Effective on January 27, 2004, Siegal & Drossner, P.C. ("Siegal &
Drossner") resigned as the principal accountant engaged to audit our financial
statements. The resignation was due to the increased auditor requirements under
the Sarbanes-Oxley Act of 2002 and the firm's ensuing decision not to continue
performing the audit under these increased requirements. Siegal & Drossner
performed the audit of our financial statements for the fiscal years ended
December 31, 1998 through 2002. During these periods and the subsequent interim
periods prior to their dismissal, there were no disagreements with us on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreements, if not resolved to Siegal &
Drossner's satisfaction, would have caused us to make reference to the subject
matter of the disagreements in connection with Siegal & Drossner's reports, nor
were there any "reportable events," as such term is defined in Item 304 (a) (1)
(v) of Regulation S-K, promulgated under the Securities Exchange Act of 1934, as
amended ("Regulation S-K").

         The audit reports of our operation for the fiscal years ended December
31, 1998 through 2002 did not contain any adverse opinions, or disclaimers of
opinion, or qualifications or modifications as to uncertainty, audit scope, or
accounting principles. Pursuant to a letter dated January 27, 2004, Siegal &
Drossner agreed with the statements made above.

         Effective on January 27, 2004, we engaged Buckno Lisicky & Company as
our principal accountants to audit our financial statements. Prior to this
engagement, we had not consulted with Buckno Lisicky & Company with respect to:
(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
our financial statements; or (iii) any matter that was either the subject of a
disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a
reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

         Our Board of Directors approved the change in accountants described
herein.

                                       42
<PAGE>

ITEM 8A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

         We maintain disclosure controls and procedures that are designed to
ensure that information required to be disclosed in its Exchange Act reports is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission's rules and forms, and that such
information is accumulated and communicated to management, including the Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure. Management necessarily applies its
judgment in assessing the costs and benefits of such controls and procedures,
which, by their nature, can provide only reasonable assurance regarding
management's control objectives.

         With the participation of management, our Chief Executive Officer and
Chief Financial Officer evaluated the effectiveness of the design and operation
of our disclosure controls and procedures at the conclusion of the fiscal
quarter ended December 31, 2003. Based upon this evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls and
procedures were effective in ensuring that material information required to be
disclosed is included in the reports that it files with the Securities and
Exchange Commission.

Change In Internal Controls

         There were no significant changes in our internal controls or, to the
knowledge of our management, in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation of its
disclosure controls and procedures utilized to compile information included in
this filing.

                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS.

         Incorporated by reference is the information beginning after the
caption "Election of Directors" contained in our definitive Proxy Statement to
be filed no later than 120 days after the close of our fiscal year ended
December 31, 2003 (the "2004 Proxy Statement").

Section 16(a) Beneficial Ownership Reporting Compliance.

         Based solely on our review of certain reports filed with the Securities
and Exchange Commission pursuant to Section 16(a) of the Securities Exchange Act
of 1934 (the "1934 Act"), as amended and written representations of the
Company's officers and directors, we believe that all reports required to be
filed pursuant to the 1934 Act with respect to transactions in our Common Stock
through December 31, 2003 were filed on a timely basis.

Code of Ethics.

         We have adopted a code of conduct that applies to all employees,
including our principal executive officer, principal financial officer,
principal accounting officer or controller and persons performing similar
functions. A copy of our code of conduct is attached as Exhibit 14 to this
Annual Report.

                                       43
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

         Incorporated by reference is the information beginning after the
caption "Executive Compensation" in our 2004 Proxy Statement.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         Incorporated by reference is the information beginning after the
caption "Security Ownership of Certain Beneficial Owners and Management in our
2004 Proxy Statement.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         We have entered into a Distribution Agreement with NuGenix, LLC, to
utilize our genetic profiling technology for nutritional products. NuGenix is a
direct selling company with a large network of distributors who market
direct-to-consumer customized nutritional and personal care products. NuGenix is
entirely owned by DePhillipo Family, LLC, which in turn is owned by the adult
children of John R. DePhillipo, our Chief Executive Officer and President and a
member of our Board of Directors. In connection with the Distribution Agreement,
we entered into a $500,000 loan facility with NuGenix. For a more detailed
description of these transactions, please see note 10 to our audited financial
statements attached to this Annual Report.

ITEM 13.

(a)      EXHIBITS, LIST AND REPORTS ON FORM 8-K

         (1)      Financial Statements. The financial statements required to be
                  filed are presented beginning on page 20.

         (2)      Exhibits. The following Exhibits have been filed pursuant to
                  Item 601 of Regulation S-B.

<TABLE>
<CAPTION>
Exhibit Number                     Description
--------------                     -----------
<S>                       <C>
14                        Code of Ethics

31.1                      Certification of Chief Executive Officer and Chief
                          Financial Officer pursuant to Section 302 of the
                          Sarbanes-Oxley Act of 2002

32.1                      Certification pursuant to 18 U.S.C. Section 1350, as
                          adopted pursuant to Section 906 of the Sarbanes-Oxley
                          Act of 2002.
</TABLE>

(b)      REPORTS ON FORM 8-K

         An 8-K was filed on February 2, 2004 relating to a change in the
Company's independent accountants.

                                       44
<PAGE>

                                   SIGNATURES

         In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.

                                         GENELINK, INC.
                                         Registrant

Date: March 29, 2003                     By:     /s/ John R. DePhillipo
                                             -----------------------------------
                                             John R. DePhillipo, Chairman, Chief
                                             Executive Officer and President

         In accordance with the Exchange Act this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
the dates indicated.

<TABLE>
<CAPTION>
            SIGNATURES                               CAPACITY                     DATE
            ----------                               --------                     ----
<S>                                   <C>                                     <C>
 /s/ John R. DePhillipo               Principal Executive Officer, Principal  March 29, 2003
------------------------------------  Financial Officer and Director
John R. DePhillipo
Chairman and Chief Executive Officer

/s/ Robert P. Ricciardi               Director                                March 29, 2003
------------------------------------
Robert P. Ricciardi
</TABLE>

                                       45