<PAGE>

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

                                   FORM 10-KSB

                        ANNUAL REPORT FOR THE FISCAL YEAR
                             ENDED DECEMBER 31, 2004

                           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 [ ]

      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. $304,637.

      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). $6,884,391.

      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, 2005               34,424,198
                                                             ----------

      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.

                                      -1-

<PAGE>

                                TABLE OF CONTENTS

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

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

PART II

Item 5.  Market For Registrant's Common Equity And

         Related Stockholder Matter.................................................................   14
Item 6.  Management's Discussion And Analysis Of
         Financial Condition And Results Of Operations..............................................   16
Item 7.  Financial Statements and Supplementary Data................................................   18
Item 8.  Changes in and Disagreements With Accountants on Accounting
         and Financial Disclosure...................................................................   39
Item 8A  Controls and Procedures....................................................................   39

PART III
Item 9.  Directors and Executive Officers of the Registrant ........................................   39
Item 10. Executive Compensation.....................................................................   41
Item 11. Security Ownership of Certain Beneficial Owners and Management.............................   43
Item 12. Certain Relationships and Related Transactions.............................................   44

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

                                      -2-
<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 $1,076,827 in 2002, $1,139,366 in
2003 and $2,114,619 in 2004. 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 and Dermagenetics(R). The GeneLink
Nutragenetic Profile(R) and Dermagenetics(R) 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 efficiently

                                      -3-
<PAGE>

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

                                      -4-
<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. We have 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.

      Our 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 DNA Collection Kit(R) is bar-coded for tracking and to ensure
complete

                                      -5-
<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 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(R)" 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(R) 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.

      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

                                      -6-
<PAGE>

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.

      We have developed a marketing strategy for the Spa industry. The day spas
industry is a fast rising business segment with revenue growth in excess of 15%
annually for the past 15 years. In 1987, there were approximately 30 spas
providing typical beauty, skin care, and treatments (aromatherapy, facials,
massages, pedicures, etc.) and by 2003, that number has grown to over 10,000.
About 600 spas are considered full "Medical Spas" (facilities where the primary
goal is to offer comprehensive medical and wellness services in a spa
atmosphere). Total annual revenues in this industry in 2004 exceeded $11.1
billion.

      We formed a subsidiary known as "Dermagenetics, Inc." which has been
creating and distributing DNA Ultra skin cream, genetically designed to an
individual's needs, specifically to the Spa industry. We appointed Dr. Robert
P.K. Keller to our Medical Advisory Board, and along with Dr. Keller,
Dermagenetics appointed Dr. Robert P.K. Keller to our Medical Advisory Board,
and along with Dr. Keller, Dermagenetics has been appearing at Spa conventions
and is currently selling our DNA Ultra cream to Spas nationwide.

      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.

                                      -7-
<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 our DNA
Collection Kit(R) and methods for assessing a human subject's susceptibility to
various medical conditions, including skin health, 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.

                                      -8-
<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, 2004, 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                                         2                                      2

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                                          7                                      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;

                                      -9-
<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, 2004 was $9,483,543. We incurred a net loss of
$2,114,619 for the fiscal year ended December 31, 2004. 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

                                      -10-
<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.

                                      -11-
<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.
We may also provoke third parties to assert claims against us. We have received
notice of an

                                      -12-
<PAGE>

alleged patent infringement from an Australian bioscience company, Genetic
Technologies Limited (GTG), that they have certain rights under filed patents to
which GeneLink may be infringing upon. Although it is the opinion of our patent
counsel that there is no infringement, and that in the event there is an
infringement, it will not effect our business because GTG's patents are not
material to our technology, no assurance can be given that GTG would not prevail
if it brings legal action against us or that the result of any such action would
not have a material adverse effect on our business and prospects.

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 26.7% 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; and

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

                                      -13-
<PAGE>

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.

ITEM 3. LEGAL PROCEEDINGS

      We have received a notice of an alleged patent infringement from an
Australian bioscience company, Genetic Technologies Limited (GTG), that they
have certain rights under filed patents to which GeneLink may be infringing
upon. It is the opinion of our patent counsel that there is no infringement, and
that in the event there is an infringement, it will not effect our business
because GTG's patents are not material to our technology.

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 since November, 1998, when our
common stock began trading. These quotations reflect inter-dealer prices without
retail mark-up, mark-down or commission, and may not represent actual
transactions.

<TABLE>
<CAPTION>
2004                                   High                 Low
----                                   ----                 ---
<S>                                   <C>                  <C>
1st Quarter                           $0.65                $0.34
2nd Quarter                            0.55                 0.27
3rd Quarter                            0.42                 0.27
4th Quarter                            0.39                 0.20
</TABLE>

<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, 2005, there were 165 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

                                      -14-
<PAGE>

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
                                     options, warrants           reflected in column            issuance under
                                        and rights                      (a))                         Equity
   Plan Category                           (a)                          (b)                           (c)
   -------------                   --------------------          --------------------         ---------------------
<S>                                <C>                          <C>                           <C>
Equity
    compensation
    plans approved
    by security
    holders                              1,500,000                      $0.40                          0

Equity
    compensation
    plans not
    approved
    by security
    holders                              6,243,070                      $0.81                          0
   -----------                     --------------------          --------------------         ---------------------
Total                                    7,743,070                      $0.74                          0
</TABLE>

RECENT SALES OF UNREGISTERED SECURITIES.

      We issued 303,000 and 1,006,500 common shares of stock for consulting
services rendered to us valued at $90,720 and $200,582 for the years ended
December 31, 2004 and 2003, 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, 2004, we issued 1,825,000 shares of
common stock and 1,825,000 warrants to purchase Common Stock for cash
consideration of $365,000. These shares and warrants were issued as private
placements 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
consideration of $1,723,000. These shares and warrants were issued in reliance
upon Rule 506 of Regulation 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

                                      -15-
<PAGE>

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 was repaid in April 2004. 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.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS.

                              RESULTS OF OPERATIONS

COMPARISON OF FISCAL YEAR ENDED DECEMBER 31, 2004 TO FISCAL YEAR ENDED DECEMBER
31, 2003.

      Assets. Our assets decreased from $1,211,820 at December 31, 2003 to
$565,305 at December 31, 2004, a decrease of $646,515. This decrease was
primarily due to a decrease in cash from $746,082 at December 31, 2003 to
$155,689 at December 31, 2004, a decrease of $590,393, as cash was used to fund
operations.

      Liabilities. Our liabilities increased from $471,366 at December 31, 2003
to $764,599 December 31, 2004, an increase of $293,233. This increase in
liabilities was primarily due to an increase in loans payable from $0 at
December 31, 2000 to $213,899 at December 31, 2004, as we borrowed money to
partially fund operating expenses, and by an increase in accrued compensation
from $336,306 at December 31, 2003 to $432,937 at December 31, 2004.

      Losses. We incurred a loss of $2,114,619 before extraordinary items for
the fiscal year ended December 31, 2004, as compared to a loss of $1,139,366
before extraordinary items for the fiscal year ended December 31, 2003, an
increase of $975,253. This increase was primarily due to an increase in general
and administrative expenses from $794,613 for the year ended December 31, 2003
to $1,517,005 for the year ended December 31, 2004, an increase of $722,392,
primarily resulting from an increase in non-cash compensation expense to the
chief executive officer of $544,465 charged in 2004, which was used to partially
repay the stock subscription receivable of $1,016,635 owed by such officer as of
December 31, 2003. The increase in losses was also attributable to increases in
attorney fees, professional fees and advertising and promotional fees during the
fiscal year ended December 31, 2004.

      Revenues. Our total revenues for the fiscal year ended December 31, 2004
were $304,637, compared to $128,205 for the fiscal year ended December 31, 2003,
an increase of $176,432. This increase in revenues is primarily due to our
realizing additional sales in 2004 from our Dermagenetics(R) products and
services, particular to the spa industry.

                                      -16-
<PAGE>

      Expenses. Total expenses for fiscal year ended December 31, 2004 were
$2,328,104, an increase of $1,127,069 from our total expenses of $1,203,035 for
the fiscal year ended December 31, 2003. Increased expenses are primarily due to
an increase in general and administrative expenses from $794,613 for the year
ended December 31, 2003 to $1,517,005 for the year ended December 31, 2004, an
increase of $722,392, primarily resulting from an increase in non-cash
compensation expense to the chief executive officer of $544,465 charged in 2004,
which was used to partially repay the stock subscription receivable of
$1,016,635 owed by such officer as of December 31, 2003. The increase in loss
was also attributable to increases in attorney fees, professional fees and
advertising and promotional fees during the fiscal year ended December 31, 2004.

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(R) and
Dermagenetics(R) 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.

                                      -17-
<PAGE>

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, 2004, our cash and cash
equivalents amounted to $155,689 as to compared to $746,082 at December 31,
2003, a decrease of $590,393. During 2004, our operating activities utilized
$1,255,666 as compared to utilizing $1,026,597 in 2003, an increase of $229,069.
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 $94,525 in 2004, as compared to utilizing
$49,474 in 2003. Financing activities provided $759,798 in 2004, as compared to
$1,790,950 in 2003, primarily through the issuance of $365,000 of common stock
and warrants to investors in 2004.

We will require approximately $1,000,000 to fund our sales and marketing efforts
and to fund our research and development efforts for the balance 2005. 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                                                                    19

Financial Statements

         Balance Sheets                                                                        20-21
         Statements of Operations                                                               22
         Statements of Changes in Stockholders' Equity (Deficiency)                             23
         Statements of Cash Flows                                                              24-25
         Notes to Financial Statements                                                         26-38
</TABLE>

                                      -18-
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

GeneLink, Inc. and Subsidiary
Margate, New Jersey

            We have audited the accompanying consolidated balance sheets of
GeneLink, Inc.and Subsidiary as of December 31, 2004 and 2003, and the related
consolidated statements of operations, changes in stockholders' equity
(deficiency) and cash flows for the years then ended. These financial statements
are the responsibility of the Companies' management. Our responsibility is to
express an opinion on these financial statements based on our audit.

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

            In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position of
GeneLink, Inc. and Subsidiary as of December 31, 2004 and 2003 and the results
of its operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

/s/ Buckno, Lisicky & Company
Allentown, Pennsylvania
March 8, 2005

                                      -19-
<PAGE>

                                  GENELINK,INC.

                                 BALANCE SHEETS
                           DECEMBER 31, 2004 AND 2003

<TABLE>
<CAPTION>
                                                    2004                     2003
                                                    ----                     ----
<S>                                                <C>                    <C>
           ASSETS

CURRENT ASSETS

   Cash and cash equivalents                       $155,689               $   746,082
   Accounts receivable                               23,239                    43,556
   Inventory                                         19,691                    20,041
   Prepaid expenses                                  72,722                   197,221
                                                   --------               -----------

         Total current assets                       271,341                 1,006,900
                                                   --------               -----------

PROPERTY AND EQUIPMENT                               96,517                    70,435
                                                   --------               -----------

OTHER ASSETS                                        197,447                   134,485
                                                   --------               -----------

         Total assets                              $565,305               $ 1,211,820
                                                   ========               ===========
</TABLE>

                                      -20-
<PAGE>

                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
                           DECEMBER 31, 2004 AND 2003

<TABLE>
<CAPTION>
                                                                      2004           2003
                                                                   -----------    -----------
<S>                                                                <C>            <C>
CURRENT LIABILITIES
   Accounts payable and accrued expenses                           $    95,800    $    46,966
   Accrued payroll taxes                                                21,963         55,094
   Loans payable                                                       213,899              -
                                                                   -----------    -----------

         Total current liabilities                                     331,662        102,060

   Accrued compensation                                                432,937        336,306
   Loans payable - affiliates                                                -         33,000
                                                                   -----------    -----------

         Total liabilities                                             764,599        471,366
                                                                   -----------    -----------

STOCKHOLDERS' EQUITY (DEFICIENCY)
   Common stock, par value $0.01 per share;
      authorized: 75,000,000 shares as of December
      31, 2004 and 2003 respectively; issued: 2004
      33,133,011 shares and 2003 31,005,001 shares;
      outstanding: 2004 32,726,842 shares and
      2003 30,808,831 shares                                           331,330        310,050
   Additional paid in capital                                        6,635,552      6,774,021
   Stock subscriptions receivable                                            -     (1,016,635)
   Stock warrants                                                    2,632,422      2,247,802
   Accumulated deficit                                              (9,483,543)    (7,368,924)
   Treasury stock, 406,169 and 196,180 shares as of
      December 31, 2004 and 2003, respectively                        (315,055)      (205,860)
                                                                   -----------    -----------

         Total stockholders' equity (deficiency)                      (199,294)       740,454
                                                                   -----------    -----------

         Total liabilities and stockholders' equity (deficiency)   $   565,305    $ 1,211,820
                                                                   ===========    ===========
</TABLE>

                        See Notes to Financial Statements

                                      -21-
<PAGE>

                                 GENELINK, INC.

                            STATEMENTS OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

<TABLE>
<CAPTION>
                                                      2004            2003
                                                      ----            ----
<S>                                               <C>             <C>
REVENUES:                                         $    304,637    $    128,205

COST OF GOODS SOLD:                                     91,152          64,536
                                                  ------------    ------------

GROSS PROFIT:                                         213,4985          63,669
                                                  ------------    ------------

EXPENSES:

   General and administrative                        1,517,005         794,613
   Consulting                                          393,961         216,108
   Professional fees                                   228,274         124,354
   Advertising and promotion                           165,363          49,190
   Amortization and depreciation                        23,501          18,771
                                                  ------------    ------------
                                                     2,328,104       1,203,035
                                                  ------------    ------------

         Loss before extraordinary items            (2,114,619)     (1,139,366)

EXTRAORDINARY ITEMS:

   Write-off of advance to related party                     -        (182,054)
                                                  ------------
   Legal settlement                                          -         141,155
                                                  ------------    ------------

         Loss before provision for income taxes     (2,114,619)     (1,180,265)

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

         NET LOSS                                 $ (2,114,619)   $ (1,180,265)
                                                  ============    ============

LOSS PER SHARE, BASIC AND DILUTED:                $      (0.07)   $      (0.05)
                                                  ============    ============

   Weighted average common shares and
      diluted potential common shares               31,286,924      24,085,932
                                                  ============    ============
</TABLE>

                        See Notes to Financial Statements

                                      -22-
<PAGE>

                                 GENELINK, INC.
           STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

<TABLE>
<CAPTION>

                                                                     COMMON STOCK                          ADDITIONAL
                                                               ------------------------     TREASURY        PAID IN
                                                                  SHARES      AMOUNT          STOCK         CAPITAL
                                                                  ------      ------          -----         -------
<S>                                                            <C>          <C>            <C>            <C>
BALANCE, DECEMBER 31, 2002                                     19,123,130   $   191,232    $  (205,860)   $ 6,031,368
                                                               ----------   -----------    -----------    -----------
Exercise of stock warrants                                        908,900         9,089              0        289,361
Fair value of options granted for consulting                            0             0              0         10,200
Interest accrued on subscriptions receivable                            0             0              0         46,489
Issuance of common stock and stock warrants
for commissions                                                   696,500         6,965              0        (89,007)
Issuance of common stock and stock warrants
for services                                                      310,000         3,100              0         85,899
Issuance of common stock and stock warrants
pursuant to private placement offerings                         6,460,000        64,600              0        173,600
Issuance of common stock in lieu of compensation                3,445,875        34,458              0        206,717
Issuance of common stock to related party                          60,606           606              0         19,394
Net loss                                                                0             0              0              0
                                                               ----------   -----------    -----------    -----------
                                                               11,881,881       118,818              0        742,653
                                                               ----------   -----------    -----------    -----------

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

Cancellation of stock warrants                                          0             0              0         46,062
Issuance of warrants for commission                                     0             0              0              0
Issuance of warrants as loan consideration                              0             0              0              0
Issuance of warrants                                                    0             0              0              0
Fair value of options granted for services                              0             0              0        448,000
Repayment of stock subscription receivable                              0             0       (109,195)      (779,271)
Interest accrued on subscriptions receivable                            0             0              0         12,300
Issuance of common stock for consulting                            72,000           720              0         21,600
Issuance of common stock and stock warrants for commissions        75,000           750              0           (750)
Issuance of common stock and stock warrants for services          156,000         1,560              0         66,840
Issuance of common stock and stock warrants pursuant to
    private placement offerings                                 1,825,000        18,250              0         46,750
Net loss                                                                0             0              0              0
                                                               ----------   -----------    -----------    -----------
                                                                2,128,000        21,280       (109,105)      (138,469)
                                                               ----------   -----------    -----------    -----------

BALANCE, DECEMBER 31, 2004                                     33,133,011   $   331,330    $  (315,055)   $ 6,635,552
                                                               ==========   ===========    ===========    ===========

<CAPTION>
                                                                STOCK                       DEFERRED
                                                            SUBSCRIPTION        STOCK        STOCK       ACCUMULATED
                                                             RECEIVABLE       WARRANTS    COMPENSATION     DEFICIT         TOTAL
                                                             ----------       --------    ------------     -------         -----
<S>                                                         <C>             <C>            <C>           <C>            <C>
BALANCE, DECEMBER 31, 2002                                   $  (970,146)       779,877              0   $(6,188,659)   $  (362,188)
                                                             -----------    -----------    -----------   -----------    -----------
Exercise of stock warrants                                             0       (210,500)             0             0         87,950
Fair value of options granted for consulting                           0              0              0             0         10,200
Interest accrued on subscriptions receivable                     (46,489)             0              0             0              0
Issuance of common stock and stock warrants
    for commissions                                                    0        123,625              0             0         41,583
Issuance of common stock and stock warrants
    for services                                                       0         70,000              0             0        158,999
Issuance of common stock and stock warrants
pursuant to private placement offerings                                0      1,484,800              0             0      1,723,000
Issuance of common stock in lieu of compensation                       0              0              0             0        241,175
Issuance of common stock to related party                              0              0              0             0         20,000
Net loss                                                               0              0              0    (1,180,265)    (1,180,265)
                                                             -----------    -----------    -----------   -----------    -----------
                                                                 (46,489)     1,467,925              0    (1,180,265)     1,102,642
                                                             -----------    -----------    -----------   -----------    -----------

BALANCE, DECEMBER 31, 2003                                   $(1,016,635)   $ 2,247,802    $         0   $(7,368,924)   $   740,454
                                                             ===========    ===========    ===========   ===========    ===========

Cancellation of stock warrants                                         0        (48,188)             0             0         (2,126)
Issuance of warrants for commission                                    0          2,550              0             0          2,550
Issuance of warrants as loan consideration                             0         53,058              0             0         53,058
Issuance of warrants                                                   0         60,000              0             0         60,000
Fair value of options granted for services                             0         17,200              0             0        465,200
Repayment of stock subscription receivable                     1,028,935              0              0             0        140,469
Interest accrued on subscriptions receivable                     (12,300)             0              0             0              0
Issuance of common stock for consulting                                0              0              0             0         22,320
Issuance of common stock and stock warrants for commissions            0              0              0             0              0
Issuance of common stock and stock warrants for services               0              0              0             0         68,400
Issuance of common stock and stock warrants pursuant to                0              0              0             0              0
    private placement offerings                                        0        300,000              0             0        365,000
Net loss                                                               0              0              0    (2,114,619)    (2,114,619)
                                                             -----------    -----------    -----------   -----------    -----------
                                                               1,016,635        384,620              0    (2,114,619)    (2,114,619)
                                                             -----------    -----------    -----------   -----------    -----------

BALANCE, DECEMBER 31, 2004                                   $         0    $ 2,632,422    $         0   $(9,483,543)   $  (199,294)
                                                             ===========    ===========    ===========   ===========    ===========
</TABLE>

                        See Notes to Financial Statements

                                       23
<PAGE>

                                 GENELINK, INC.

                            STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

<TABLE>
<CAPTION>
                                                           2004           2003
                                                        -----------    -----------
<S>                                                     <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                $(2,114,619)   $(1,180,265)
Adjustments to reconcile net loss to net
cash used in operating activities:
   Depreciation and amortization                             23,501         18,771
   Stock issued to related party                                  -         20,000
   Common stock issued for services                         110,202        158,999
   Common stock issued for commissions                        2,550         41,583
   Common stock issued in lieu of compensation                    -        241,175
Fair value of options granted for consulting services       465,200         10,200
(Increase) decrease in assets:
   Accounts receivable                                       20,317        (40,881)
   Inventories                                                  350          6,139
   Prepaid expenses                                         124,499       (112,355)
Increase (decrease) in liabilities:
   Accounts payable & accrued expenses                       48,834       (228,058)
   Accrued payroll taxes                                    (33,131)        34,320
   Accrued compensation                                      96,631          3,775
                                                        -----------    -----------

Net cash used in operating activities                    (1,255,666)    (1,026,597)
                                                        -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment                          (37,936)       (10,041)
Patent acquisition costs                                    (56,589)       (39,433)
                                                        -----------    -----------

Net cash used in investing activities                       (94,525)       (49,474)
                                                        -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loans and notes payable                       213,899              0
Repayments of loans and notes payable                       180,899        (20,000)
Proceeds from exercise of stock warrants                          -         87,950
Proceeds from issuance of common stock                      365,000      1,723,000
                                                        -----------    -----------

Net cash provided by financing activities                   759,798      1,790,950
                                                        -----------    -----------

Net increase (decrease) in cash and
cash equivalents                                           (590,393)       714,879
</TABLE>

                        See Notes to Financial Statements

                                       24
<PAGE>

                                 GENELINK, INC.

                            STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

<TABLE>
<CAPTION>
                                                       2004       2003
                                                     --------   --------
<S>                                                  <C>        <C>
Cash and cash equivalents:
Beginning                                             746,082     31,203
                                                     --------   --------

Ending                                               $155,689   $746,082
                                                     ========   ========

SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION

Non-cash financing transactions:

Accrued interest on subscriptions receivable         $ 12,300   $ 46,489
                                                     ========   ========

Common stock issued for services                     $ 90,720   $200,582
                                                     ========   ========

Acquisition of treasury stock                        $109,195   $      -
                                                     ========   ========
</TABLE>

                        See Notes to Financial Statements

                                       25
<PAGE>

                                 GENELINK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

NOTE 1. ORGANIZATION

        GeneLink, Inc. (The Company) and Subsidiary (Dermagenetics, Inc.),
        operate in New Jersey. The Company was organized under the laws of the
        Commonwealth of Pennsylvania and Dermagenetics, Inc. was organized under
        the laws of the State of Delaware. 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.

        On December 4, 2004, The Company formed a wholly owned subsidiary,
        Dermagenetics, Inc., to service the custom skin care market. As of
        December 31, 2004 the subsidiary had no significant operations.
        Dermagenetics, Inc. was funded by an initial deposit from Genelink, Inc.
        of $10,000 that has primarily gone to organizational, patent and
        trademark expenses.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        PRINCIPLES OF CONSOLIDATION AND COMBINATION:

        The consolidated financial statements include the accounts of the
        Company and its Subsidiary, both of which are wholly owned. All
        significant intercompany accounts and transactions have been eliminated
        in the consolidation.

                                       26
<PAGE>

                                 GENELINK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

            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 exceed insured limits. The
                  Company maintains certain cash balances with Merrill Lynch,
                  which is SIPC insured up to $500,000.

            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

                                       27
<PAGE>

                                 GENELINK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

                  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 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, 2004 and
                  2003.

            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 2004 and 2003 excludes any effect from such
                  securities, as their inclusion would be antidilutive.

                                       28
<PAGE>

                                 GENELINK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

            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.

            RECENT ACCOUNTING DEVELOPMENTS:

                  In December 2004, the FASB issued a revision to SFAS No. 123,
                  Accounting for Stock-Based Compensation, SFAS No.123-R,
                  Share-Based Payment. SFAS No. 123-R focuses primarily on
                  transactions in which an entity exchanges its equity
                  instruments for employee services and generally establishes
                  standards for the accounting for transactions in which an
                  entity obtains goods or services in share-based payment
                  transactions. SFAS No. 123-R is effective for the Company in
                  2006. Management is currently evaluating the effect of
                  adoption of SFAS No, 123-R and the effect on financial
                  condition, results of operations or cash flows is yet to be
                  determined.

NOTE 3. PROPERTY AND EQUIPMENT

        As of December 31, 2004 and 2003, property and equipment consisted of
        the following:

<TABLE>
<CAPTION>
                                  2004       2003
                                --------   --------
<S>                             <C>        <C>
Office furniture                $  1,154   $  1,154
Office equipment                  49,444     44,936
Leasehold improvements            85,420     51,992
Software                          11,900     11,900
                                --------   --------
                                 147,918    109,982
Less accumulated depreciation

     and amortization             51,401     39,547
                                --------   --------

                                $ 96,517   $ 70,435
                                ========   ========
</TABLE>

        Depreciation and amortization expense was $11,854 and $10,487 for the
        years ended December 31, 2004 and 2003, respectively.

                                       29
<PAGE>

                                 GENELINK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

NOTE 4. OTHER ASSETS

        As of December 31, 2004 and 2003, other assets consisted of the
        following:

<TABLE>
<CAPTION>
                           2004       2003
                         --------   --------
<S>                      <C>        <C>
Patents and trademarks   $205,201   $148,612
Organization costs         86,976     86,976
Deposits                   18,748        728
                         --------   --------
                          310,925    236,316
  Less accumulated

     amortization         113,478    101,831
                         --------   --------

                         $197,447   $134,485
                         ========   ========
</TABLE>

        Amortization expense was $11,647 and $8,284 for the years ended December
        31, 2004 and 2003, respectively.

        The future estimated minimum amortization expense that will be charged
        to operations as of December 31, 2004 is as follows:

<TABLE>
<CAPTION>
Year ending
December 31,
------------
<S>             <C>
   2005         $ 11,647
   2006           11,647
   2007           11,647
   2008           11,647
   2009           11,647
Thereafter       120,464
                --------
                $178,699
                ========
</TABLE>

NOTE 5. INCOME TAXES

        At December 31, 2004, the Company had federal and state tax net
        operating loss carryforwards of approximately $13,600,000. The
        difference between the operating loss carryforwards on a tax basis and a
        book basis is due principally to differences in depreciation,
        amortization, and treatment of stock options. The federal carryforwards
        begin to expire in 2009 and the state carryforwards began to expire in
        2003.

        The Company had a net deferred tax asset of $1,670,000 at December 31,
        2004 primarily from net operating loss carryforwards. A valuation
        allowance was recorded to reduce the net deferred tax asset to zero.

                                       30
<PAGE>

                                 GENELINK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

NOTE 6. STOCKHOLDERS' EQUITY TRANSACTIONS

            Common Stock

                  During the years ended December 31, 2004 and 2003, the Company
                  issued 1,825,000 and 6,460,000 shares of common stock and
                  1,825,000 and 6,460,000 warrants to purchase common stock for
                  cash consideration of $365,000 and $1,723,000, respectively.
                  This is pursuant to private placement offerings in 2004 and
                  2003. Using the Black-Scholes methodology, the warrants were
                  valued at $300,000 and $1,467,925, respectively.

                  The Company issued 303,000 and 1,006,500 shares of common
                  stock for services rendered, valued at $90,720 and $200,582
                  for the years ended December 31, 2004 and 2003, respectively.

            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 $ 0 and $1,016,635 at
                  December 31, 2004 and December 31, 2003, respectively. The
                  loans accrued interest using the average applicable monthly
                  Federal Rates (AFRs). The loans were repaid in 2004.

                  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.

                  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 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
                  issuances in satisfaction of accrued but unpaid salary but as
                  additional compensation.

                  To reflect the additional compensation granted, the
                  Corporation recorded $544,469 of additional compensation to
                  John DePhillipo during March 2004.

            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

                                       31
<PAGE>

                                 GENELINK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

            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 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.

            During 2004, two officers were granted options to buy 1,000,000
            shares of common stock for $0.40 per share. These options replaced
            expiring options of the same number to buy stock at $1.00 per share.

            A summary of the status of the Company's stock options and warrants
            as of December 31, 2004 and 2003, and changes during the years
            ending of those dates are presented below:

<TABLE>
<CAPTION>
                                          2004                               2003
                                -------------------------        ----------------------------
                                                 Weighted                        Weighted
                                                 Average                          Average
                                                 Exercise                        Exercise
                                  Shares          Price            Shares          Price
                                ----------    --------------     ----------    --------------
<S>                             <C>           <C>                <C>           <C>
Options/warrants outstanding
   at beginning of year         16,795,188    $         0.58     10,552,062    $         0.63
Granted                          6,449,999              0.48      7,472,501              0.48
Exercised                                -                 -       (920,000)            (0.40)
Expired                           (295,000)            (0.39)      (309,375)            (0.49)
Cancelled                       (2,131,250)            (0.98)             -                 -
                                ----------    --------------     ----------    --------------

Options/warrants outstanding
   at end of year               20,818,937              0.51     16,795,188              0.58
                                ==========    ==============     ==========    ==============
Options/warrants exercisable
   at end of year               19,898,937                       16,285,188
Weighted-average fair value
   of options granted during
   the year                                   $         0.23                   $         0.27
</TABLE>

            The following table summarizes information about stock options and
            warrants outstanding at December 31, 2004:

                                       32
<PAGE>

                                 GENELINK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

<TABLE>
<CAPTION>
                                    Weighted-Average
                     Number           Remaining
Exercise          Outstanding      Contractual Life       Exercisable
 Price            at 12/31/04          (Years)              Warrants
---------         ------------     ----------------       -------------
<S>               <C>              <C>                    <C>
  0.10               798,820             1.00               798,820
  0.20             2,325,000             3.96             2,325,000
  0.25               365,000             4.52               365,000
  0.35               100,000             1.28               100,000
  0.40             6,825,000             2.05             6,825,000
  0.44               550,000             1.05               550,000
  0.45               920,000             3.12               920,000
  0.50             2,530,001             2.26             2,530,001
  0.60             2,206,250             3.89             2,206,250
  0.75               387,500             2.77               387,500
  0.82             1,200,000             2.27             1,200,000
  1.00             2,586,366             3.23             1,666,366
  1.50                25,000             0.24                25,000
               -------------                          -------------

                  20,818,937                             19,898,937
              ==============                          =============
</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 per common share would have
            been reduced to the proforma amounts indicated below:

<TABLE>
<CAPTION>
                                  2004             2003
                             -------------    -------------
<S>                          <C>              <C>
Net loss:
   As reported               $  (2,114,619)   $  (1,180,265)
   Proforma                     (2,427,119)   $  (1,425,765)

Net loss per common share:
   As reported               $       (0.07)   $       (0.05)
   Proforma                          (0.08)           (0.06)
</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.

                  In relation to the settlement of the stock subscription
                  receivable in 2004, 209,989

                                       33
<PAGE>

                                 GENELINK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

                  shares of common stock valued at $109,195 was returned to the
                  Company and recorded as treasury stock.

               Private Placement Offerings

                  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 units 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 an 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>
                                                           2004            2003
                                                       ------------    ------------
<S>                                                    <C>             <C>
Net loss                                               $ (2,114,619)   $ (1,180,265)

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     31,286,924      24,085,932
Dilute effect of warrants and stock options after
   application of the treasury stock method                       -               -
</TABLE>

                                       34
<PAGE>

                                 GENELINK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

<TABLE>
<CAPTION>
                                                             2004               2003
                                                       ---------------    ---------------
<S>                                                    <C>                <C>
Weighted average number of common shares out-
   standing for computing diluted earnings per share        31,286,924         24,085,932
                                                       ===============    ===============

Net loss per share - basic and diluted                 $         (0.07)   $         (0.05)
                                                       ===============    ===============
</TABLE>

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

<TABLE>
<CAPTION>
                                                  Years Ended December 31
                                              ------------------------------
                                                   2004              2003
                                              -------------      -----------
<S>                                           <C>                <C>
Warrants and stock options                    $  20,818,937      $16,795,188
                                              =============      ===========
</TABLE>

NOTE 8. ADVERTISING

        The Company expenses the production costs of advertising when incurred.
        Advertising expense was $165,363 and $49,190 for the years ended
        December 31, 2004 and 2003, 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 granted 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 $0
        and $12,116 for the years ended December 31, 2004 and 2003,
        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 totaling $515,054 as of December 31, 2003.
        NuGenix is entirely owned by DePhillipo 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. The disposition of the note is described in Note 11.

        In addition to the cash advanced of $182,054 and $333,000, the Company
        issued NuGenix 160,606 shares of Common Stock valued at $53,000 as part
        of the advances outstanding at December 31, 2003.

                                       35
<PAGE>

                                 GENELINK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

            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.

            Short Term Loans Payable

               As of December 31, 2004, the Company has various shareholders of
               the company provided short term obligations, as follows:

<TABLE>
<CAPTION>
                                                           2004                2003
                                                       ------------        -------------
<S>                                                    <C>                 <C>
Note payable, due July 27, 2005 with
   interest at  6%.  All interest and principal
   due at maturity.                                    $     50,000        $           -

Note payable, due January 1, 2005 with
   interest at  6%.  All interest and principal
   due at maturity.                                          50,000                    -

Note payable, due July 28, 2005 with
   interest at  6%.  All interest and principal
   due at maturity.                                          25,000                    -

Note payable, due January 31, 2005 with
   interest at  6%.  All interest and principal
   due at maturity.                                         100,000                    -
                                                       ------------        -------------

                                                            225,000                    -
Less: Discount for warrants issued                          (11,101)                   -
                                                       ------------        -------------

Total short term loans payable                         $    213,899        $           -
                                                       ============        =============
</TABLE>

                                       36
<PAGE>

                                 GENELINK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

            Loans Payable-Affiliates

              The Company's unsecured long-term debt as of December 31, 2004 and
              2003 consists of loans from various shareholders with no stated
              repayment terms.

<TABLE>
<CAPTION>
                                                                     2004               2003
                                                                -------------      --------------
<S>                                                             <C>                <C>
Total obligations                                               $           -      $       33,000
   Less current portion                                                     -                   -
                                                                -------------      --------------

                                                                $           -      $       33,000
                                                                 ------------      ==============
</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.

                  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

         As of December 31, 2003, the Company advanced to a related party
         (NuGenix) $1,515,054, respectively, of which a total of $500,000 is
         evidenced by a promissory note. The loan was for a three-year term,
         accrues interest at the rate of six percent (6%) per year and granted
         the Company the right to convert the principal balance of the loan into
         an equity position in NuGenix. Although the note did not mature until
         2005, the Company's belief, after continuing reevaluation, was that
         NuGenix did not possess the ability to be able to repay the note or
         provide liquidity to convert its stock

                                       37
<PAGE>

                                 GENELINK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003

         into cash. Therefore, management determined that the additional advance
         should be written off.

         The Company was involved in a trademark opposition regarding the use of
         its trademark GeneLink(R). In the case, a settlement was reached
         pursuant to which the Company received settlement payment. The Company
         was awarded $416,000 in damages and paid out $274,845 in legal fees,
         resulting in a net gain of $141,155.

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 $2,114,619 and $1,180,265 for the years ended December 31, 2004
         and 2003, respectively. The Company reported a deficit of $9,483,543
         and $7,368,924 as of December 31, 2004 and 2003, 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.

NOTE 13. COMMITMENTS AND CONTINGENCIES

         The Company has received a notice of an alleged patent infringement
         from an Australian bioscience company. It is the opinion of patent
         counsel that there is no infringement, and that in the event there is
         an infringement, management believes it will not have a material effect
         on the Company's business and financial position.

NOTE 14. SUBSEQUENT EVENTS

         In January 2005, the terms of the $100,000 short term obligation to a
         shareholder were finalized. At that time, 200,000 warrants were issued
         in relation to this obligation. These options were not outstanding as
         of December 31, 2004.

         In January 2005, a shareholder converted $125,000 of loans into 640,369
         shares and 640,369 warrants to acquire common stock at an exercise
         price of $0.20 per share.

                                       38
<PAGE>

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

      None.

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, 2004. 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.

     Officers and Directors

      Information with respect to each of the executive officer and director is
set forth below

<TABLE>
<CAPTION>
Name                           Age    Position
----                           ---    --------
<S>                            <C>    <C>
John R. DePhillipo             63     Chief Executive Officer,
                                      Secretary, Director

Robert P. Ricciardi, Phd.      58     Treasurer, Director
</TABLE>

                                       39

<PAGE>

Mr. DePhillipo has been an officer and director of the Company since its
formation in 1995. Mr. DePhillipo, educated at Temple University in Business
Administration, served from 1990 to 1994 as the Chairman/CEO of Applied Safety,
Inc., which developed a retro-fit driver's side airbag for installation in new
or used vehicles.

Dr. Ricciardi has been an officer and director of the company since its
formation in 1995. Dr. Robert Ricciardi is a Professor of Microbiology at the
University of Pennsylvania, where he served as Chairman of the Microbiology and
Virology Program of the Molecular Biology Graduate Group. He received his Ph.D.
from the University of Illinois at Urbana in cellular biology. He was a
postdoctoral fellow at Brandeis University and Harvard Medical School in the
Department of Biological Chemistry and was awarded fellowships by the American
Cancer Society, National Institute of Health and Charles A. King Trust. He
developed one of the first techniques in molecular biology that has been widely
used both to map genes and determine the proteins they encode. While most of his
research has centered on basic mechanisms of cancer, he has developed patented
recombinant delivery vectors for use as vaccines as well as mechanistic
screening methods to discover therapeutic drugs against cancers. Dr. Ricciardi
has served as a consultant to The National Institutes of Health, Smith Kline and
Beckman's Department of Molecular Genetics, and Children's Hospital of
Philadelphia's Department of Infectious Disease. He has authored more than 80
publications, has been awarded a NATO Visiting Professorship at Ferrara Medical
School, Italy, and has been an invitational speaker at various scientific
meetings and universities.

Audit Committee

      The entire Board of Directors acts as the Audit Committee. The Audit
Committee does not have an audit committee financial expert or any independent
directors. The Company has not been able to attract qualified members to serve
on its Board of Directors who would be independent and who would qualify as
financial experts.

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, 2004 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 our Annual Report on
form 10-KSB for the year ended December 31, 2003.

                                       40
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

                             EXECUTIVE COMPENSATION

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                          Year            Annual Compensation                     Long-Term Compensation
                          ----     ----------------------------------   ---------------------------------------
                                                                                 Awards                 Payouts
                                                                        --------------------------      -------
                                                                                          (g)
                                                                           (f)         Securities
                                                             (e)        Restricted     Under-Lying         (h)             (i)
          (a)                         (c)        (d)     Other Annual     Stock          Options/         LTIP          All Other
   Name and Principal     (b)       Salary      Bonus    Compensation    Award(s)         SARs           Payouts      Compensation
        Position          Year        ($)        ($)         ($)           ($)            (#)              ($)             ($)
   ------------------     ----      ------      -----    ------------    --------         ----           -------      ------------
<S>                       <C>      <C>         <C>       <C>            <C>            <C>            <C>             <C>
                          2004     $300,000    $5,000    $544,919(2)       ---            ---                          $4,800(5)

John R. DePhillipo,       2003     $334,814       ---    $544,465(3)       ---            ---                          $4,800(5)
Chief Executive Officer
                          2002     $183,012       ---        ---           ---            ---         $100,000(4)      $4,800(5)

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

                          2004     $ 96,631(1)    ---        ---           ---            ---                             ---

Robert P. Ricciardi,      2003     $ 87,846(1)    ---        ---           ---            ---                             ---
Ph.D., Treasurer
                          2002     $ 79,860(1)    ---        ---           ---            ---         $100,000(4)         ---
</TABLE>

      (1)   This amount has accrued but has not been paid. As of December 31,
                 2004, the Company owed Dr. Ricciardi an aggregate of $432,937
                 for compensation earned but not received.

      (2)   Value of accrued compensation owed by the Company to Mr. DePhillipo
                 offset against loans owed to the Company by Mr. DePhillipo.

      (3)   Represents the value of common shares issued to Mr. DePhillipo in
                 2003.

      (4)   Represents the value of vested $.10 options issued for deferred
                 compensation.

      (5)   Represents the cost of life insurance premiums provided from the
                 Company.

                                       41
<PAGE>

                      OPTION/SAR GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
                                                             Individual Grants
                           --------------------------------------------------------------------------------------------
                                   (b)                      (c)
                           Number of Securities   Percent of Total Options/           (d)                        (e)
       (a)                  Underlying Option/          SARs Granted to         Exercise of Base             Expiration
       Name                  SARs Granted (#)      Employees in Fiscal Year       Price ($/Sh)                  Date
       ----                  ----------------      ------------------------       ------------               ----------
<S>                        <C>                    <C>                           <C>                          <C>
John R. DePhillipo                  0                         0                        ---                      ---

Robert P. Ricciardi                 0                         0                        ---                      ---
</TABLE>

                     AGGREGATED OPTION/SAR EXERCISES IN LAST
                    FISCAL YEAR AND F/Y-END OPTION/SAR VALUES

<TABLE>
<CAPTION>
                                                                         (d)                          (e)
                                                                 Number of Securities        Value of Unexercised
                                                                Underlying Unexercised           In-the-Money
                              (b)                               Options/SARs at Fiscal      Options/SARs at Fiscal
         (a)            Shares Acquired          (c)                 Year-End (#)                Year-End ($)
        Name            On Exercise (#)    Value Realized     Exercisable/Unexercisable    Exercisable/Unexercisable
        ----            ---------------    --------------     -------------------------    -------------------------
<S>                     <C>                <C>                <C>                          <C>
 John R. DePhillipo            0                  -              4,478,820/1,300,000              $75,847/$0

Robert P. Ricciardi            0                  -                  2,000,000/0                  $78,000/$0
</TABLE>

Employment Agreements with Executive Officers

The Company entered into a five (5) year employment agreement with John
DePhillipo, the Chief Executive Officer and President of the Company, dated
January 1, 2003. The initial base compensation was $275,000 for 2003. Each
calendar year thereafter, the base shall increase by the greater of $25,000 or a
larger amount determined by the Board. The employment 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, up to $1 million in the aggregate. In
addition, pursuant to the employment agreement, Mr. DePhillipo has been granted
options to acquire 1,500,000 shares of the Company's Common Stock at an exercise
price of $1.00 per share, vesting in five (5) equal annual installments
commencing December 31, 2003. The employment agreement provides for a change in
control payment equal to two times Mr. DePhillipo's base salary plus payment of
any bonuses that have not been earned as of such date.

The Company has entered into a consulting agreement with Dr. Ricciardi dated
February 24, 1998, which provides for initial compensation of $30,000 per year
in 1998 and $60,000 per year in 1999, a ten percent (10%) increase in
compensation each year thereafter, an initial term of (5) years, the grant of
options to acquire 1,000,000 shares at an exercise price of $0.10 per share, and
requires Dr. Ricciardi to perform eight (8) hours of consulting services per
week. Dr. Ricciardi's consulting agreement provides for a change in control
payment equal to two times the compensation in effect.

                                       42
<PAGE>

Compensation of Directors and Meeting of Directors

      Directors of the Company are not paid any fees for service as directors of
the Company. The Board of Directors met four (4) times in 2004. Each director
attended each meeting.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                             PRINCIPAL SHAREHOLDERS

         Security Ownership of Management and Certain Beneficial Owners

      The following table sets forth certain information as of March 1, 2005
(the record date for the Special Meeting) regarding the ownership of common
stock (i) by each person known by the Company to be the beneficial owner of more
than five percent of the outstanding Common Stock, (ii) by each current officer
and director of the Company and (iii) by all current officers and directors of
the Company as a group. Unless otherwise stated, the beneficial owners exercise
sole voting and/or investment power over their shares.

<TABLE>
<CAPTION>
                                                           Number of Shares                     Approximate Percentage
            Name                                          Beneficially Owned                    Of Stock Outstanding
            ----                                          ------------------                    ----------------------
<S>                                                       <C>                                   <C>
John R. and Maria D. DePhillipo                              8,725,405(1)                               22.4%
100 S. Thurlow Avenue
Margate, NJ 08402

Robert P. Ricciardi                                          4,710,000(2)                               12.9%
100 S. Thurlow Avenue
Margate, NJ 08402

Kenneth R. Levine                                            3,423,674(3)                                9.6%
1776 Broadway
Suite 1403
New York, NY 10019

Directors and Officers as a                                 13,435,405(1)(2)                            32.8%
Group
</TABLE>

(1) Includes currently exercisable options held by John R. DePhillipo to acquire
4,478,820 shares of the Company's Common Stock. Also includes 3,235,885 shares
held by John R. DePhillipo and 1,010,700 shares held by Maria D. DePhillipo, his
wife. Mr. DePhillipo disclaims beneficial ownership of the shares held by Maria
D. DePhillipo. Mrs. DePhillipo is the trustee of various family trusts owning an
aggregate of 470,000 shares of Common Stock and disclaims any beneficial
ownership of these shares.

(2) Includes currently exercisable options to acquire 2,000,000 shares of the
Company's Common Stock.

(3) Includes currently exercisable warrants to acquire 1,187,869 shares of the
Company's Common Stock.

                                       43
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      None

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 21.

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

<TABLE>
<CAPTION>
Exhibit Number                            Description
--------------                            -----------
<S>               <C>
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

      None.

                                       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 28, 2005       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 28, 2005
------------------------------------              Financial Officer and Director
John R. DePhillipo
Chairman and Chief Executive Officer

/s/ Robert P. Ricciardi                           Director                                       March 28, 2005
------------------------------------
Robert P. Ricciardi
</TABLE>

                                       45