<PAGE>

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

                                   FORM 10-KSB

                        ANNUAL REPORT FOR THE FISCAL YEAR
                             ENDED DECEMBER 31, 2002

                           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 [ ]
<PAGE>
         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or amendment to this form 10-KSB. [X]

         State issuer's revenues for its most recent fiscal year. $63,415.

         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). $3,480,828

         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 14, 2003               19,482,556

         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.


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<PAGE>
                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
PART I

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

PART II

Item 5.  Market For Registrant's Common Equity And

         Related Stockholder Matter...........................................15
Item 6.  Management's Discussion And Analysis Of
         Financial Condition And Results Of Operations........................17
Item 7.  Financial Statements and Supplementary Data..........................20
Item 8.  Changes in and Disagreements With Accountants on Accounting
         and Financial Disclosure.............................................40

PART III

Item 9.  Directors and Executive Officers of the Registrant ..................40
Item 10. Executive Compensation...............................................40
Item 11. Security Ownership of Certain Beneficial Owners and Management.......40
Item 12. Certain Relationships and Related Transactions.......................41

PART IV.

Item 13. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.....41


                                        3
<PAGE>
ITEM 1. DESCRIPTION OF BUSINESS.

GENERAL

         We are a publicly-held Pennsylvania corporation listed on the NASDAQ
OTC Bulletin Board trading under the symbol "GNLK." We are a bioscience company
and were organized to offer to the public the safe collection and preservation
of a family's DNA material for later use by the family to identify and
potentially prevent inherited diseases. Most recently we have created a
breakthrough methodology for SNPs (single nucleotide polymorphisms) based
genetic profiling (patents pending) and will soon license 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 of, $895,844 in 2000, $882,578 in 2001 and $1,470,264 in 2002.
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. Doctors and scientists have known for years that many individuals and
their family members are predisposed to certain diseases. This inherited
disposition is contained within DNA. DNA, the hereditary material of life, is
contained in all of the genes which make up who we are. If one of these genes is
defective it can cause disease. The ability to diagnose genetic disease has
greatly expanded over the past ten years. In decades past, once a family member
becomes deceased, the opportunity to know whether living family members have
inherited defective genes was lost forever. Future generations could not benefit
from the DNA store of knowledge. For this reason, we have created a DNA banking
service which stores one's genes through the collection and preservation of pure
DNA. Our DNA bank is located at the University of North Texas Health Science
Center in Fort Worth, Texas a 105 year old medical facility. This DNA can be
used to establish whether or not the disease or disorder that caused death was
genetic in origin. As researchers continue to identify diseases linked to
defective genes, living family members can use the stored DNA to discover if
they are at risk for certain diseases such as cancer. DNA banking shifts the
emphasis from diagnosis and treatment, to disease prediction and prevention. It
allows future generations to access their family genetic history. In addition,
our expansion into the bioscience field with its innovative genetic profiles
will 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 consumer to
determine what vitamin supplements or skin-care products are best for their
individual needs.

GENELINK BIOSCIENCES BUSINESS:

         We have created a powerful, proprietary methodology for SNP (single
nucleotide polymorphism) based nutragenetic and dermagenetic profiling. The
nutragenetic and dermagenetic 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 control oxygen


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

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

OXIDATIVE STRESS FOR SKIN HEALTH AND AGING PROFILE

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

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


                                        5
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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.

OBESITY SUSCEPTIBILITY PROFILE

         Obesity is a condition that affects over 70 million Americans, more
than one-third of all adults and one in five children. It is considered an
important risk factor that can lead to the development of diabetes, hypertension
and cardiovascular disease. Obesity also increases one's risk of developing
conditions such as high blood pressure, diabetes, heart disease, stroke, gall
bladder disease and cancer of the breast, prostate and colon. Some people are
more susceptible to obesity than others.

         Our genetics based obesity test (Patent Pending) is designed to look
for SNPs in several key genes that are associated with obesity. The test
provides a score that can be used as a guide to determine what level of
intervention or therapy would be helpful to combat or prevent the problems
associated with obesity.

OSTEOPENIA SUSCEPTIBILITY PROFILE

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

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

DNA BANKING

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


                                       6
<PAGE>
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.

         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
for the analyzation of SNP's extracted from the DNA to provide each customer
with a personalized genetic assessment to have a nutritional or skin-care
regimen specifically customized to support their unique genetic profile.

AFFILIATES

         Biosciences business: We have entered into an agreement with DNAPrint
Genomics, Inc. pursuant to which DNAPrint will perform SNPs genotyping of
samples provided by us for any genetics-based products that we may develop. We
have entered into an agreement with Garden State Nutritionals, Inc., a division
of Vitaquest International, to create a new class of customized vitamin and
nutritional formulations based upon our SNPs based genetic profiling tests. We
do not sell vitamin supplements or skin care products. We will license others to
do that.

         We have entered into a collaborative agreement with Arch Personal Care
Products, L.P., a unit of Arch Chemicals, Inc., to market newly developed
formulations containing active skin care ingredients that can be linked to our
genetic testing system for determining an individual's skin characteristics.
These new formulations will be offered to leading marketers and manufacturers
for the personal care and cosmetic industries. We began collaborating with Arch
Chemicals, Inc. on the development of a new category of "genetic" skin care
formulations and an associated, personalized skin-testing system in late 2001.
Recently developed formulations feature a family of active ingredients known as
"SNP-Derms(TM)" designed to address some of the key, individual genetic
characteristics that can accelerate skin aging, skin wrinkling and other
specific oxidative stress deficiencies in the skin. The SNP-Derm formulations
may be offered in combination with our Dermagenetic Profile Assessment(TM) that
provides 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.


                                       7
<PAGE>
MARKETING

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

         We have entered into a Licensing and Distribution Agreement with
MedQuest Pharmacy to utilize our genetic profiling technology for customization
of nutritional supplements and skin care products to MedQuest's physician
network. MedQuest Pharmacy, a leading "compounding pharmacy", provides health
care practitioners with state-of-the art diagnostic services, customized
pharmaceuticals, and nutraceutical products. MedQuest serves a base of over
1,500 active healthcare professionals with over 20,000 patients by blending
individual formulation techniques with modern medical knowledge and quality
control.

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

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

         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 strategy in capturing the death-care industry is to
reach the 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.

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)."


                                        8
<PAGE>
         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 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 SNP's
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 and diets 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.

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.


                                        9
<PAGE>
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, 2002, we
employed a total of 3 people, 3 on a full time basis, in the following areas:

<TABLE>
<CAPTION>
                                                        Number of     Full Time
                Category                                Employees     Employees
<S>                                                     <C>           <C>
Sales and Marketing                                         3             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                                         12             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;

         -        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


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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, 2002 was $6,188.659. We incurred a net loss of
approximately $1,470,264 for the fiscal year ended December 31, 2002. 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
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.


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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.

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


                                       12
<PAGE>
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 these third parties to assert claims against us.

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

         Our executive officers, directors and beneficial owners of 5% or more
of our common stock and their affiliates, in aggregate, beneficially own in
excess of 30% of our outstanding common stock. As a result, if these persons act
together, they would have the ability to influence the outcome of all matters
submitted to our shareholders for approval, including the election and


                                       13
<PAGE>
removal of directors and any merger, consolidation or sale of all or
substantially all of our assets. In addition, such persons, if they act
together, would have the ability to control the management and affairs of our
company. Accordingly, this concentration of ownership may harm the market price
of our common stock by:

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

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

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

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

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

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

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

ITEM 2. PROPERTIES

         We lease our principal executive offices located in Margate, New Jersey
at no cost from John and Maria DePhillipo. John DePhillipo is our Chief
Executive Officer and President and a member of our Board of Directors and Maria
DePhillipo is the beneficial owner of 6.8% of the shares of our Common Stock.

ITEM 3. LEGAL PROCEEDINGS

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

         GeneLink v. LAB21, Inc., Civil Action No. 03cv1038 (D.NJ 2003). On
March 24, 2003, the United States District Court for the District of New Jersey
granted a preliminary injunction against LAB21, Inc. and its affiliates and
representatives from claiming that LAB21, Inc. developed the use of DNA to
measure and access skincare and skin health or from using any of


                                       14
<PAGE>
our confidential or proprietary information which we disclosed to LAB21, Inc. in
connection with LAB21, Inc.'s testing of our technology.

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

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>
                2000                             High              Low
                ----                             ----              ---
<S>                                              <C>               <C>
                1st Quarter                      $0.74             $0.10
                2nd Quarter                      $0.50             $0.19
                3rd Quarter                      $0.51             $0.25
                4th Quarter                      $0.50             $0.17
</TABLE>

<TABLE>
<CAPTION>
                2001                             High              Low
                ----                             ----              ---
<S>                                              <C>               <C>
                1st Quarter                      $0.44             $0.26
                2nd Quarter                      $0.34             $0.22
                3rd Quarter                      $0.45             $0.19
                4th Quarter                      $0.97             $0.25
</TABLE>

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


                                       15
<PAGE>
         As of March 14, 2003, there were 149 holders of record of our common
stock. We have never paid dividends and do not anticipate paying any dividends
in the future. We anticipate that we will retain all future revenues for working
capital purposes.

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

RECENT SALES OF UNREGISTERED SECURITIES.

         We issued 358,007, 796,500 and 360,000 common shares of stock for
consulting services rendered to us valued at $145,960, $289,180 and $83,138 for
the years ended December 31, 2002, 2001 and 2000, 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, 2002, we issued 1,671,033 shares of
common stock and 1,283,533 warrants to purchase common stock to accredited
investors for an aggregate purchase price of $865,500. The shares and warrants
were issued in reliance upon Rule 506 of Regulation D under the Securities Act
of 1933.

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

         We issued 465,000 shares of common stock as additional consideration
for Debenture Notes Payable valued at $126,641 during the year ended December
31, 2000. These shares were issued in reliance upon Rule 506 of Regulation D
under the Securities Act of 1933.

         We converted $485,000 of Debenture Notes Payable and $36,690 of accrued
interest into 1,554,494 common shares of stock valued at $521,691 at the date of
conversion during the year ended December 31, 2001. These shares were issued in
reliance upon Rule 506 of Regulation D under the Securities Act of 1933. We
converted $115,000 of Debenture Notes Payable into 479,721 common shares of
stock valued at $122,684 at the date of conversion during the year ended
December 31, 2000. These shares were issued in reliance upon Rule 506 of
Regulation D under the Securities Act of 1933.

         Certain of our officers exercised options in 2000 to purchase 1,000,000
shares of common stock. These shares were issued in reliance upon Rule 506 of
Regulation D under the Securities Act of 1933. The Company received cash
proceeds of $10,000 for one hundred thousand, $.10 Options. Six hundred thousand
$.10 Options valued at $60,000 offset accrued compensation due to an officer and
three hundred thousand, $.20 Options, valued at a fair market price of $.28 at
the exercise date, were recorded as additional subscriptions receivable and as
compensation expense to an officer in the amount of $60,000 and $24,360,
respectively.


                                       16
<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS.

                              RESULTS OF OPERATIONS

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

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

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

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

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

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

COMPARISON OF FISCAL YEAR ENDED DECEMBER 31, 2001 TO DECEMBER 31, 2000.

         Assets. Our assets increased from $126,866 at December 31, 2000 to
$365,392 at December 31, 2001, an increase of $238,526. This increase was
primarily due to an increase in


                                       17
<PAGE>
cash from $13,804 at December 31, 2000 to $121,434 at December 31, 2001 and an
increase in prepaid expenses from $47,072 at December 31, 2000 to $152,878 at
December 31, 2001.

         Liabilities. Our liabilities decreased from $825,044 at December 31,
2000 to $516,216 December 31, 2001, a decrease of $308,828. This decrease in
liabilities was primarily due to a reduction in Notes Payable from $448,757 at
December 31, 2000 to $0 at December 31, 2001 resulting from the conversion of
Notes Payable into Common Stock of the Company upon maturity, as partially
offset by an increase in accrued compensation from $172,318 at December 31, 2000
to $357,807 at December 31, 2001, resulting from officers of the Company
deferring payment of salaries to officers.

         Losses. We incurred a loss of $882,578 for the fiscal year ended
December 31, 2001, as compared to a loss of $895,844 for the fiscal year ended
December 31, 2000, a decrease of $13,266.

         Revenues. Our total revenues for the fiscal year ended December 31,
2001 were $16,930, compared to $37,324 for the fiscal year ended December 31,
2000, a decrease of $20,394. This decrease in revenues is primarily due to a
decrease in emphasis on the Company's DNA banking business and an increase in
emphasis on starting its nutraceuticals business.

         Expenses. Total expenses for fiscal year ended December 31, 2001 were
$911,583, a decrease of $19,046 from our total expenses of $930,629 for the
fiscal year ended December 31, 2000. Decreased expenses are primarily due to a
decrease in interest expense from $168,179 for 2000 to $53,057 for 2001
resulting from conversion of Notes Payable into Common Stock, as partially
offset by an increase in general and administrative expenses from $594,081 in
2000 to $654,942 in 2001, resulting from expenses associated with the initiation
of the Company's nutraceuticals business.

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 2003, our primary liquidity requirement will be the funding of
our research and development efforts and the funding of our sales and marketing
efforts. We anticipated that we will need at least $1 million to adequately fund
our business plan.

         Cash and Cash Equivalents. On December 31, 2002, our cash and cash
equivalents amounted to $31,203 as to compared to $121,434 at December 31, 2001,
a decrease of $90,231. During 2002, our operating activities utilized $843,579
as compared to utilizing $189,792 in 2001. Cash utilized during these periods
resulted from our net losses for such periods.

         Investing activities utilized $107,152 in 2002, as compared to
utilizing $80,739 in 2001. Financing activities provided $860,500 in 2002, as
compared to $378,161 in 2001, primarily through the issuance of $865,500 of
common stock and warrants to investors in 2002.

         We will require approximately $1 million to fund our sales and
marketing efforts and to fund our research and development efforts for fiscal
year 2003. 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


                                       18
<PAGE>
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                                          20

Financial Statements

         Balance Sheets                                               21

         Statements of Operations                                     22

         Statements of Changes in Stockholders' Deficit               23

         Statements of Cash Flows                                     24-25

Notes to Financial Statements                                         26-39
</TABLE>


                                       19
<PAGE>
                          Independent Auditors' Report

GeneLink, Inc.
Margate, New Jersey

We have audited the accompanying balance sheets of GeneLink, Inc. as of December
31, 2002 and 2001, and the related statements of operations, changes in
stockholders' deficit and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We have conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audits 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 financial statements referred to above present fairly, in
all material respects, the financial position of GeneLink, Inc. as of December
31, 2002 and 2001 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.

                                             SIEGAL & DROSSNER, P.C., CPA'S

                                             CERTIFIED PUBLIC ACCOUNTANTS

                                             Philadelphia, Pennsylvania

  January 24, 2003


                                       20
<PAGE>
                                                                  GENELINK, INC.
                                                                  BALANCE SHEETS

<TABLE>
<CAPTION>
  DECEMBER  31,                                                                      2002           2001
                                                                                 -----------    -----------
<S>                                                                              <C>            <C>
ASSETS
Cash                                                                             $    31,203    $   121,434
Accounts receivable                                                                    2,675          1,448
Inventory                                                                             26,180         10,089
Prepaid expenses                                                                      84,866        152,878
                                                                                 -----------    -----------
         Total current assets                                                        144,924        285,849

Property and equipment                                                                70,881         55,662
Other assets                                                                         103,336         23,881
                                                                                 -----------    -----------
                                                                                 $   319,141    $   365,392
                                                                                 -----------    -----------

LIABILITIES

Accounts payable & accrued expenses                                              $   275,024    $    88,816
Accrued payroll taxes                                                                 20,774         11,593
                                                                                 -----------    -----------
         Total current liabilities                                                   295,798        100,409

Accrued compensation                                                                 332,531        357,807
Loans payable affiliates                                                              53,000         58,000
                                                                                 -----------    -----------
                                                                                     681,329        516,216
                                                                                 -----------    -----------

STOCKHOLDERS' DEFICIT

Common stock, $.01 par value, 75,000,000 shares authorized 19,123,130 and
16,801,590 shares issued, 18,826,950 and 16,705,410 outstanding as of December
31, 2002 and 2001, respectively                                                      191,232        168,015
Treasury stock, 196,180 and 96,180 shares as of December 31, 2002 and December
31, 2001, respectively                                                              (205,860)      (109,860)
Additional paid in capital                                                         6,031,368      5,279,271
Stock subscriptions receivable                                                      (970,146)      (920,189)
Stock warrants                                                                       779,877        350,334
Deferred compensation                                                                      0       (200,000)
Deficit                                                                           (6,188,659)    (4,718,395)
                                                                                 -----------    -----------
                                                                                    (362,188)      (150,824)
                                                                                 -----------    -----------
                                                                                 $   319,141    $   365,392
                                                                                 -----------    -----------
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.


                                       21
<PAGE>
                                                                  GENELINK, INC.
                                                        STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,                                                 2002            2001
                                                                     ------------    ------------
<S>                                                                  <C>             <C>
REVENUE                                                              $     63,415    $     16,930

COSTS OF GOODS SOLD                                                        27,922           1,935
                                                                     ------------    ------------
GROSS PROFIT                                                               35,493          14,995
                                                                     ------------    ------------
EXPENSES

         Selling, general & administrative                                610,965         654,942
         Consulting                                                       189,328          53,525
         Professional fees                                                213,149         103,832
         Advertising & promotion                                           86,400          41,235
         Amortization & depreciation                                       12,478           4,992
                                                                     ------------    ------------
                                                                        1,112,320         858,526
                                                                     ------------    ------------
INTEREST EXPENSE                                                                0          53,057
                                                                     ------------    ------------
LOSS BEFORE EXTRAORDINARY ITEMS                                        (1,076,827)       (896,588)

EXTRAORDINARY ITEMS

         Write-off of advance to related party                           (393,437)              0
         Forgiveness of debt income                                             0          14,010
                                                                     ------------    ------------
LOSS BEFORE PROVISION FOR INCOME TAXES                                 (1,470,264)       (882,578)

PROVISION FOR INCOME TAXES                                                      0               0
                                                                     ------------    ------------
NET LOSS                                                             $ (1,470,264)   $   (882,578)
                                                                     ------------    ------------
NET LOSS PER SHARE, BASIC & DILUTED                                  $      (0.08)   $      (0.06)
                                                                     ------------    ------------

Weighted average common shares and diluted potential common shares     17,909,147      14,766,515
                                                                     ============    ============
</TABLE>


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.


                                       22
<PAGE>
                                                                  GENELINK, INC.
                                  STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
                                          YEARS ENDED DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>
                                                                                                         ADDITIONAL       STOCK
                                                                 COMMON STOCK               TREASURY       PAID IN    SUBSCRIPTIONS
                                                                  # 0F SHARES    AMOUNT       STOCK        CAPITAL      RECEIVABLE
                                                                 ------------   --------   ----------    ----------   -------------
<S>                                                              <C>            <C>        <C>           <C>          <C>
BALANCE AT JANUARY 1, 2001                                         12,917,262   $129,172   ($ 109,860)   $4,336,631   ($    818,304)

FAIR VALUE OF VESTED STOCK OPTIONS                                          0          0            0             0               0

EXERCISE OF OPTIONS FOR COMMON STOCK                                   20,000        200            0         1,800               0

ISSUANCE OF COMMON STOCK AND STOCK WARRANTS PURSUANT TO             1,513,334     15,133            0       154,533               0
PRIVATE PLACEMENT OFFERINGS

ISSUANCE OF COMMON STOCK FOR SERVICES                                 796,500      7,965            0       211,106               0

FAIR VALUE OF OPTIONS GRANTED FOR CONSULTING SERVICES                       0          0            0        16,570               0

CONVERSION OF DEBENTURES AND ACCRUED INTEREST TO COMMON STOCK       1,554,494     15,545            0       506,146               0

ISSUANCE / REPAYMENTS OF STOCKHOLDERS SUBSCRIPTIONS                         0          0            0             0         (49,400)
RECEIVABLES (NET OF PAYMENTS)

INTEREST ACCRUED ON SUBSCRIPTIONS RECEIVABLE                                0          0            0        52,485         (52,485)

NET LOSS                                                                 --            0            0             0               0
                                                                 ------------   --------   ----------    ----------   -------------

BALANCE AT DECEMBER 31, 2001                                       16,801,590   $168,015   ($ 109,860)   $5,279,271   ($    920,189)

FAIR VALUE OF VESTED STOCK OPTIONS                                          0          0            0             0               0

COMMON STOCK ISSUED FOR SERVICES RETURNED TO COMPANY                        0          0      (96,000)       66,000               0

ISSUANCE OF COMMON STOCK FOR CASH                                     580,000      5,800            0       192,200               0

ISSUANCE OF COMMON STOCK AND STOCK WARRANTS PURSUANT TO             1,283,533     12,837            0       225,120               0
PRIVATE PLACEMENT OFFERINGS

ISSUANCE OF COMMON STOCK FOR SERVICES                                 358,007      3,580            0       172,380               0

ISSUANCE OF COMMON STOCK TO RELATED PARTY                             100,000      1,000            0        32,000               0

FAIR VALUE OF OPTIONS GRANTED FOR CONSULTING SERVICES                       0          0            0        14,440               0

INTEREST ACCRUED ON SUBSCRIPTIONS RECEIVABLE                                0          0            0        49,957         (49,957)

NET LOSS                                                                    0          0            0             0               0
                                                                 ------------   --------   ----------    ----------   -------------

BALANCE AT DECEMBER 31, 2002                                       19,123,130   $191,232   ($ 205,860)   $6,031,368   ($    970,146)
                                                                 ------------   --------   ----------    ----------   -------------
</TABLE>

<TABLE>
<CAPTION>

                                                                       STOCK         DEFERRED
                                                                      WARRANTS     COMPENSATION         DEFICIT           TOTAL
                                                                      --------     ------------      ------------      ------------
<S>                                                                   <C>          <C>               <C>               <C>
BALANCE AT JANUARY 1, 2001                                            $      0     ($   400,000)     ($ 3,835,817)     ($   698,178)

FAIR VALUE OF VESTED STOCK OPTIONS                                           0          200,000                 0           200,000

EXERCISE OF OPTIONS FOR COMMON STOCK                                         0                0                 0             2,000

ISSUANCE OF COMMON STOCK AND STOCK WARRANTS PURSUANT TO                350,334                0                 0           520,000
PRIVATE PLACEMENT OFFERINGS

ISSUANCE OF COMMON STOCK FOR SERVICES                                        0                0                 0           219,071

FAIR VALUE OF OPTIONS GRANTED FOR CONSULTING SERVICES                        0                0                 0            16,570

CONVERSION OF DEBENTURES AND ACCRUED INTEREST TO COMMON STOCK                0                0                 0           521,691

ISSUANCE / REPAYMENTS OF STOCKHOLDERS SUBSCRIPTIONS                          0                0                 0           (49,400)
RECEIVABLES (NET OF PAYMENTS)

INTEREST ACCRUED ON SUBSCRIPTIONS RECEIVABLE                                 0                0                 0                 0

NET LOSS                                                                     0                0          (882,578)         (882,578)
                                                                      --------     ------------      ------------      ------------

BALANCE AT DECEMBER 31, 2001                                          $350,334     ($   200,000)     ($ 4,718,395)     ($   150,824)

FAIR VALUE OF VESTED STOCK OPTIONS                                           0          200,000                 0           200,000

COMMON STOCK ISSUED FOR SERVICES RETURNED TO COMPANY                         0                0                 0           (30,000)

ISSUANCE OF COMMON STOCK FOR CASH                                            0                0                 0           198,000

ISSUANCE OF COMMON STOCK AND STOCK WARRANTS PURSUANT TO                429,543                0                 0           667,500
PRIVATE PLACEMENT OFFERINGS

ISSUANCE OF COMMON STOCK FOR SERVICES                                        0                0                 0           175,960

ISSUANCE OF COMMON STOCK TO RELATED PARTY                                    0                0                 0            33,000

FAIR VALUE OF OPTIONS GRANTED FOR CONSULTING SERVICES                        0                0                 0            14,440

INTEREST ACCRUED ON SUBSCRIPTIONS RECEIVABLE                                 0                0                 0                 0

NET LOSS                                                                     0                0        (1,470,264)       (1,470,264)
                                                                      --------     ------------      ------------      ------------

BALANCE AT DECEMBER 31, 2002                                           779,877                0      ($ 6,188,659)     ($   362,188)
                                                                      --------     ------------      ------------      ------------
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.


                                       23
<PAGE>
                                                                  GENELINK, INC.
                                                        STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,                                                          2002            2001
                                                                              -----------     -----------
<S>                                                                           <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss                                                                      $(1,470,264)    $  (882,578)
Adjustments to reconcile net loss to net cash used in operating activities
         Depreciation and amortization                                             12,478           4,992
         Amortization of bond discount                                                  0          36,243
         Fair value of compensation related to vested options                     200,000         200,000
         Stock issued to related party                                             33,000               0
         Common stock issued for services                                         145,960         289,180
         Fair value of options granted for consulting services                     14,440         105,070
         Changes in operating assets and liabilities
                  Accounts receivable                                              (1,227)            876
                  Inventory                                                       (16,091)            269
                  Prepaid expenses                                                 68,012        (105,806)
                  Deposits                                                              0             112
                  Accounts payable & accrued expenses                             186,208         (43,181)
                  Accrued payroll taxes                                             9,181           6,633
                  Accrued interest                                                      0          12,909
                  Accrued compensation                                            (25,276)        185,489
                                                                              -----------     -----------

Net cash used in operating activities                                            (843,579)       (189,792)
                                                                              -----------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES

         Capital expenditures                                                     (23,216)         (9,326)
         Patent acquisition costs                                                 (83,936)        (22,013)
         Increase in subscriptions receivable                                           0         (49,400)
                                                                              -----------     -----------

Net cash used in investing activities                                         $  (107,152)    $   (80,739)
                                                                              -----------     -----------
</TABLE>


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.


                                       24
<PAGE>
                                                                  GENELINK, INC.
                                                        STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,                                     2002        2001
                                                          ---------   ---------
<S>                                                       <C>         <C>
CASH FLOWS FROM FINANCING ACTIVITIES

   Proceeds (repayments) from loans and notes payable     $  (5,000)  $  14,770
   Proceeds relating to issuance of common stock (net)      865,500     361,391
   Proceeds from exercise of stock options                        0       2,000
                                                          ---------   ---------

Net cash provided by financing activities                   860,500     378,161
                                                          ---------   ---------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

                                                            (90,231)    107,630

Cash and cash equivalents, beginning of year                121,434      13,804
                                                          ---------   ---------

Cash and cash equivalents, end of year                    $  31,203   $ 121,434
                                                          ---------   ---------

SUPPLEMENTARY CASH FLOW INFORMATION

Income taxes paid                                                 0           0
Interest paid                                                     0           0

NON-CASH FINANCING TRANSACTIONS:
  Conversion of debt and accrued interest to equity               0     504,266
  Accrued interest on subscriptions receivable               49,957      52,485
  Common Stock issued for services                          145,960     289,180
  Acquisition of treasury stock                              96,000           0
</TABLE>


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.


                                       25
<PAGE>
                                                                  GENELINK, INC.
                                                   NOTES TO FINANCIAL STATEMENTS
================================================================================

1 - DESCRIPTION OF ORGANIZATION
     AND SUMMARY OF SIGNIFICANT
     ACCOUNTING POLICIES

                                    GOING CONCERN

                                    The Company's financial statements are
                                    prepared using generally accepted accounting
                                    principles applicable to a going concern,
                                    which contemplates the realization of assets
                                    and liquidation of liabilities in the normal
                                    course of business. The Company incurred an
                                    operating loss of $1,470,264 and $882,578
                                    for the years ended December 31, 2002 and
                                    2001, respectively. The Company reported a
                                    deficit of $6,188,659 and $4,718,395 as of
                                    December 31, 2002 and 2001, respectively.
                                    The Company has announced marketing plans to
                                    enhance sales and therefore, 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 which would differ materially from the
                                    going concern basis.

                                    BUSINESS ORGANIZATION

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

                                    BUSINESS DESCRIPTION

                                    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.


                                       26
<PAGE>
                                                                  GENELINK, INC.
                                                   NOTES TO FINANCIAL STATEMENTS
================================================================================

                                    The Company has also developed three
                                    proprietary genetic indicator tests 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.

                                    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 $300,000.

                                    PROPERTY AND EQUIPMENT

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

                                    REVENUE AND COST RECOGNITION

                                    Revenues are recorded when the kits are
                                    sold. The Company receives a non-refundable
                                    fee up front for the DNA kits and provides
                                    the DNA analysis testing at that time, then
                                    stores the specimen 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 purchase of kits,
                                    samples and delivery expense. The direct
                                    costs of kits are recognized at time of sale
                                    to the customers as opposed to the time of
                                    purchase by GeneLink, Inc. from vendor. Kits


                                       27
<PAGE>
                                                                  GENELINK, INC.
                                                   NOTES TO FINANCIAL STATEMENTS
================================================================================

                                    purchased by GeneLink, Inc. not yet sold
                                    remain in inventory. Revenues from the
                                    proprietary genetic indicator tests are
                                    recognized partially when the kits are sold,
                                    and subsequently when they are presented to
                                    the lab for testing.

                                    AMORTIZATION OF PATENTS

                                    Legal and professional fees and expenses in
                                    connection with the filing of patent and
                                    trademark applications have been capitalized
                                    and are amortized over fifteen years on a
                                    straight-line basis. The Company has filed
                                    for and has patents pending in the USA and
                                    foreign countries on its method of DNA
                                    gathering. The Company also filed for and
                                    has patents pending on its three proprietary
                                    genetic indicator tests. The Company has
                                    registered trademark for its name and logo
                                    and for 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 and logo and for 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, 2002 and 2001.

                                       28
<PAGE>
                                                                  GENELINK, INC.
                                                   NOTES TO FINANCIAL STATEMENTS
================================================================================

                                    PER SHARE DATA

                                    Effective November 12, 1998, the Company
                                    adopted SFAS No. 128, "Earnings Per Share".
                                    The provisions of SFAS No. 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 2002 and 2001 excludes any
                                    effect from such securities as their
                                    inclusion would be antidilutive. Per share
                                    amounts for all periods presented have been
                                    restated to conform with the provisions of
                                    SFAS No. 128.

                                    STOCK OPTIONS

                                    The Financial Accounting Standards Board has
                                    issued SFAS 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 accounting
                                    defined in SFAS 123 had been adopted. The
                                    Company has elected to account for its
                                    stock-based compensation plans under APB 25.


2 - PROPERTY AND
     EQUIPMENT                      As of December 31, 2002 and 2001, property
                                    and equipment consisted of the following:

<TABLE>
<CAPTION>
                                                                                     2002           2001
                                                                                   -------        -------
<S>                                                                                <C>            <C>
                                    Office Furniture                               $ 1,154        $ 1,154
                                    Office Equipment                                36,887         25,572
                                    Leasehold Improvements                          50,000         50,000
                                    Software                                        11,900              0
                                                                                   -------        -------
                                                                                    99,941         76,726
                                    Less: accumulated depreciation and
                                    amortization                                    29,060         21,064
                                                                                   -------        -------
                                                                                   $70,881        $55,662
                                                                                   =======        =======
</TABLE>

                                    Depreciation and amortization expense was
                                    $7,996 and $4,042 for the years ended
                                    December 31, 2002 and 2001, respectively.


                                       29
<PAGE>
                                                                  GENELINK, INC.
                                                   NOTES TO FINANCIAL STATEMENTS
================================================================================

3 - OTHER ASSETS                    As of December 31, 2002 and 2001 other
                                    assets consisted of the following:

<TABLE>
<CAPTION>
                                                                                    2002              2001
                                                                                  --------         --------
<S>                                                                               <C>              <C>
                                    Patents                                       $109,179         $ 25,242
                                    Organization Costs                              86,976           86,976
                                    Deposits                                           728              728
                                                                                  --------         --------
                                                                                   196,883          112,946
                                    Less: accumulated amortization                  93,547           89,065
                                                                                  --------         --------
                                                                                  $103,336         $ 23,881
                                                                                  ========         ========
</TABLE>

                                    Amortization expense was $4,482 and $950 for
                                    the years ended December 31, 2002 and 2001,
                                    respectively.

4 - DEBENTURE-
     NOTES PAYABLE                  The Company issued various debenture notes
                                    payable in the amount of $600,000 between
                                    April, 1999 and December, 2000. The interest
                                    rate ranged from 8.5% and 12% and the term
                                    ranged from three months to one year. All
                                    notes and accrued interest were converted
                                    into 2,034,215 shares of common stock as of
                                    December 31, 2001.

5 - INCOME TAXES                    At December 31, 2002, the Company had
                                    federal and state tax net operating loss
                                    carryforwards of approximately $8,200,000.
                                    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
                                    will begin to expire in 2009 and the state
                                    carryforwards will begin to expire in 2003.

                                    The Company had a net deferred tax asset of
                                    $985,000 at December 31, 2002 primarily from
                                    net operating loss carryforwards. A
                                    valuation allowance was recorded to reduce
                                    the net deferred tax asset to zero.

6 - SHAREHOLDERS'
     EQUITY
     TRANSACTIONS                   A.  COMMON STOCK

                                    During the years ended December 31, 2002 and
                                    2001, the Company issued 1,671,033 and
                                    1,513,334 shares of common stock and
                                    1,283,533 and 1,513,334 warrants to purchase
                                    common stock for cash consideration of
                                    $865,500 and $520,000, respectively,
                                    pursuant to the private placement offerings
                                    in 2001 and 2002. Using the Black-Scholes
                                    methodology, the warrants were valued at
                                    $429,543 and $350,334, respectively.

                                    The Company issued 358,007 and 796,500
                                    shares of common stock for services
                                    rendered, valued at $145,960 and $289,180
                                    for the years ended December 31, 2002 and
                                    2001, respectively.


                                       30
<PAGE>
                                                                  GENELINK, INC.
                                                   NOTES TO FINANCIAL STATEMENTS
================================================================================

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

                                    B. SUBSCRIPTION RECEIVABLE-OFFICERS

                                    Since its inception, the Company advanced
                                    funds periodically to an officer.
                                    Subscription Receivable-Officers represents
                                    officers loans and accrued interest of
                                    $970,146 and $920,189 at December 31, 2002
                                    and December 31, 2001, respectively. The
                                    loans accrue interest using the average
                                    applicable-month Federal Rates (AFRs).

                                    The officer executed a note to the Company
                                    to evidence his obligation on account of his
                                    loans. Under the terms of the obligation, in
                                    repayment thereof, the officer will have the
                                    right, at any time on or before December 31,
                                    2003, to transfer to the Company, at the
                                    then fair market value, shares of the
                                    Company's common stock. Any transfer not in
                                    full satisfaction of the obligation will
                                    first be applied to accrued interest and
                                    then to principal. No payments of interest
                                    or principal shall be due on account of the
                                    loans prior to December 31, 2003. Fair
                                    market value of the Company's shares shall
                                    be equal to the average between the bid and
                                    ask price in the market in which it is
                                    publicly-traded on the last date on which
                                    such trades occurred prior to the transfer
                                    of shares from the officer of the Company.
                                    The Company recorded these subscription
                                    receivables as a contra-equity account in
                                    the Company's balance sheet in accordance
                                    with Staff Accounting Bulletin Topic 4G,
                                    with related interest income on these notes
                                    also being recorded in the Company's equity
                                    section.

                                    C. STOCK ISSUED FOR LEGAL SERVICES

                                    As of December 31, 2002, an unrelated third
                                    party engaged by the Company held 300,000
                                    shares of common stock as payment for
                                    services rendered. Per a written agreement
                                    entered into between the two parties, the
                                    Company would continue to owe any
                                    outstanding bills from the law firm. If the
                                    law firm were to sell any GeneLink, Inc.
                                    stock, GeneLink, Inc. would get a credit
                                    against their outstanding bill for 50% of
                                    the proceeds received by the law firm.


                                       31
<PAGE>
                                                                  GENELINK, INC.
                                                   NOTES TO FINANCIAL STATEMENTS
================================================================================

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

                                    As of December 31, 2002 all stock issued to
                                    the law firm has been recorded as an expense
                                    for legal services. As of December 31, 2002,
                                    the law firm has asserted that all shares of
                                    GeneLink, Inc. common stock held by it
                                    remain as collateral for unpaid legal
                                    services and has not credited any amount
                                    against unpaid legal services.

                                    D.  STOCK OPTIONS AND WARRANTS

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

                                    An officer of the Company was granted
                                    options to acquire 1,200,000 shares at $.10
                                    per share, for services provided to the
                                    Company from its inception, 400,000 of which
                                    vested upon the execution of the employment
                                    agreement with the remaining balance vesting
                                    in four (4) equal annual installments of
                                    200,000 each commencing January, 1998.

                                    The Company also issued another officer of
                                    the Company 1,000,000 options that will
                                    enable him to acquire shares of the
                                    Company's common stock exercisable at the
                                    price of $.10 per share for services
                                    provided to the Company from its inception.
                                    These options will expire December 31, 2003
                                    and vest 200,000 upon the execution of the
                                    agreement, with the remaining balance
                                    vesting in four equal annual installments of
                                    200,000 each, commencing January, 1999.


                                       32
<PAGE>
                                                                  GENELINK, INC.
                                                   NOTES TO FINANCIAL STATEMENTS
================================================================================

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

<TABLE>
<CAPTION>
                                                                                       FAIR VALUE
                                                     GRANT          # OF OPTIONS      OF OPTIONS AT      EXERCISE       ADDITIONAL
                                                      DATE             GRANTED        DATE OF GRANT        PRICE       COMPENSATION
                                                     -----          ------------      -------------      --------      ------------
<S>                                                  <C>            <C>               <C>                <C>           <C>
                                                      1997            2,200,000         $.60               $.10         1,100,000
                                                      1998                    0           --                 --              --
</TABLE>

                                    In connection with the Company issuing the
                                    options to the officers noted above, the
                                    Company recorded a deferred compensation
                                    charge of $1,100,000 reflected in the equity
                                    section. The deferred compensation is being
                                    amortized to expense over the vesting
                                    periods, and totaled $200,000 for the years
                                    ended December 31, 2002 and 2001,
                                    respectively.

                                    On January 23, 2001, the Company issued
                                    incentive stock options to two officers to
                                    acquire 1,500,000 shares of common stock at
                                    $.40 per share. These options expire on
                                    January 23, 2006 and vest 500,000 on January
                                    23, 2001, 500,000 on January 23, 2002,
                                    350,000 on January 23, 2003, and 150,000 on
                                    January 23, 2004.

                                    On January 30, 2001, warrants granted during
                                    1999 to acquire 100,000 shares of common
                                    stock at $1.50 per share were cancelled. The
                                    Company issued replacement warrants to
                                    acquire 250,000 shares at $.33 per share.

                                    During the quarter ended March 31, 2001, the
                                    Company issued warrants to acquire 550,000
                                    shares of common stock at $.44 per share
                                    pursuant to a consulting agreement. These
                                    warrants vest 275,000 on January 17, 2001,
                                    and 275,000 on January 17, 2002. Pursuant to
                                    FAS 123, consulting expense of $52,250 was
                                    recorded based on the fair value of the
                                    vested options granted during 2002 and 2001.
                                    This was charged against additional paid in
                                    capital as a fund raising expenditure.

                                    On May 11, 2001, warrants granted for
                                    services during 2000 to acquire 25,000
                                    shares of common stock at $1.50 per share
                                    were cancelled. The Company issued
                                    replacement warrants to acquire 100,000
                                    shares at $.35 per share. Pursuant to FAS
                                    123, consulting expense of $87,650 was
                                    recorded based on the difference in value
                                    between the original options and the
                                    replacement warrants.

                                    During the quarter ended June 30, 2001, the
                                    Company issued warrants to acquire 12,000
                                    shares of common stock at $1.00 per share
                                    and 40,000 shares of common stock at $.50
                                    per share pursuant to consulting agreements.
                                    Of the warrants issued, 12,000 vest in
                                    twelve monthly


                                       33
<PAGE>
                                                                  GENELINK, INC.
                                                   NOTES TO FINANCIAL STATEMENTS
================================================================================

                                    installments of 1,000 commencing June 1,
                                    2001, and the other 40,000 vest 20,000 on
                                    April 1, 2002 and 20,000 on April 1, 2003.
                                    Pursuant to FAS 123, consulting expense of
                                    $2,440 and $480 was recorded based on the
                                    fair value of the vested warrants granted
                                    for the years ended December 2002 and 2001,
                                    respectively.

                                    During the quarter ended December 31, 2001,
                                    the Company issued warrants to acquire
                                    237,500 shares of common stock at $.50 per
                                    share pursuant to consulting agreements. Of
                                    the warrants issued, 150,000 vest in monthly
                                    installments of 6,250 commencing September
                                    1, 2001 and 87,500 vest immediately.
                                    Pursuant to FAS 123, consulting expense of
                                    $12,000 and $8,500 was recorded and
                                    fundraising expenditures of $0 and $36,250
                                    was charged against additional paid in
                                    capital based on the fair value of the
                                    vested options granted for the years ended
                                    December 31, 2002 and 2001, respectively.

                                    During the year ended December 31, 2002, an
                                    officer of the Company was granted options
                                    to acquire 1,200,000 shares of common stock
                                    at $.82 per share. The options vest in three
                                    equal annual installments beginning in
                                    April, 2003.

                                    A summary of the status of the Company's
                                    stock options and warrants as of December
                                    31, 2002 and 2001, and changes during the
                                    years ending of those dates presented below:

<TABLE>
<CAPTION>
                                                                       2002                               2001
                                                              ----------------------            -----------------------
                                                                            WEIGHTED                           WEIGHTED
                                                                             AVERAGE                           AVERAGE
                                                                            EXERCISE                           EXERCISE
                                                               SHARES         PRICE               SHARES        PRICE
                                                              ----------    --------            ---------      --------
<S>                                                           <C>           <C>                 <C>            <C>
                                    Options/Warrants
                                    outstanding at
                                    beginning of year          7,681,029     $0.56              3,623,195        $0.69
                                    Granted                    2,871,033      0.81              4,202,834         0.47
                                    Exercised                          0      0.00                (20,000)       (0.10)

                                    Canceled                           0      0.00               (125,000)       (1.50)
                                                              ----------     -----              ---------        -----
                                    Options/Warrants
                                    outstanding at end of
                                    year                      10,552,062      0.63              7,681,029         0.56
                                                              ==========                        =========
                                    Options/Warrants
                                    exercisable at end of      8,782,062                        5,436,030
                                    year
                                    Weighted-average fair
                                    value of options
                                    granted during the year        $0.33                            $0.40
</TABLE>


                                       34
<PAGE>
                                                                  GENELINK, INC.
                                                   NOTES TO FINANCIAL STATEMENTS
================================================================================

                                    The following table summarizes information
                                    about stock options and warrants outstanding
                                    at December 31, 2002:

<TABLE>
<CAPTION>
                                                                                 WEIGHTED-AVERAGE
                                                                NUMBER              REMAINING
                                          EXERCISE           OUTSTANDING         CONTRACTUAL LIFE         EXERCISABLE
                                           PRICE             AT 12/31/02             (YEARS)               WARRANTS
                                           -----             -----------             -------               --------
<S>                                       <C>                <C>                 <C>                      <C>
                                            0.10                858,820                 1.00                  858,820
                                            0.20                500,000                 3.00                  500,000
                                            0.33                250,000                 1.00                  250,000
                                            0.35                100,000                 3.25                  100,000
                                            0.40              1,500,000                 3.00                1,000,000
                                            0.44                550,000                 3.00                  550,000
                                            0.50              2,040,001                 4.03                1,970,001
                                            0.75                432,500                 4.48                  432,500
                                            0.82              1,200,000                 4.29                        0
                                            1.00              3,056,366                 2.09                3,056,366
                                            1.50                 64,375                 1.00                   64,375
                                                             ----------                                     ---------
                                                             10,552,062                                     8,782,062
                                                             ==========                                     =========
</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>
                                                                                      2002                 2001
                                                                                      ----                 ----
<S>                                                                               <C>                 <C>
                                             Net Loss:
                                                      As reported                 $(1,470,264)        $   (882,578)
                                                      Proforma                     (1,651,264)          (1,063,578)

                                             Net Loss per common share

                                                      As reported                 $      (.08)        $       (.06)
                                                      Proforma                           (.09)                (.07)
</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-
                                    Expected volatility                   50%
</TABLE>

                                    E.  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.


                                       35
<PAGE>
                                                                  GENELINK, INC.
                                                   NOTES TO FINANCIAL STATEMENTS
================================================================================

                                    F.  PRIVATE PLACEMENT OFFERING

                                    In January, 2001, GeneLink, Inc. commenced a
                                    private placement offering of up to 2
                                    million units at a price of $.50 per unit,
                                    under Rule 504 of Regulation D, which
                                    provides an exemption for limited offerings
                                    and sales of securities not exceeding
                                    $1,000,000. Each unit consists of one share
                                    of Common Stock and a Warrant to acquire one
                                    share of Common Stock at an exercise price
                                    of $1.00 per share. The proceeds will be
                                    used for working capital and for research
                                    and development expenditures in connection
                                    with the development of a new product line.

                                    In June, 2001, GeneLink, Inc. commenced a
                                    private placement offering of up to 250,000
                                    units at a price of $.30 per unit, under
                                    Rule 506 of Regulation D. Each unit consists
                                    of one share of Common Stock and a Warrant
                                    to acquire one share of Common Stock at an
                                    exercise price of $.50 per share. The
                                    proceeds will be used for working capital
                                    and to fund research and development
                                    relating to a new product line. This was
                                    amended on August 21, 2001 to offer up to
                                    500,000 units. On November 14, 2001, an
                                    amendment to the private placement offering
                                    increased the purchase price to $.50 per
                                    unit, and the warrant exercise price to
                                    $1.00 per share. On December 18, 2001, an
                                    amendment included a total offering of
                                    300,000 units at $.625 per unit.

                                    In September, 2002, GeneLink, Inc. commenced
                                    a private placement offering of up to
                                    $1,000,000 of units at a price of $.45 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 $.50 per share, and one
                                    warrant at an exercise price of $.75 per
                                    share. These units are being offered
                                    pursuant to Regulation D of the Securities
                                    Act of 1933.

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.

                                       36
<PAGE>
                                                                  GENELINK, INC.
                                                   NOTES TO FINANCIAL STATEMENTS
================================================================================

<TABLE>
<CAPTION>
                                                                                          2002                      2001
                                                                                      ------------              -----------
<S>                                                                                   <C>                       <C>
                                    Net loss                                          $ (1,470,264)             $  (882,578)
                                    Weighted average number of shares of
                                      common stock and common stock
                                      equivalents outstanding:

                                    Weighted average number of common shares
                                      outstanding for computing basic
                                      earnings per share
                                                                                        17,909,147               14,766,515
                                    Dilutive effect of warrants and stock
                                      options after application of the
                                      treasury stock method                                                               *
                                                                                      -------------------------------------
                                    Weighted average number of common shares
                                      outstanding for computing diluted
                                      earnings per share
                                                                                        17,909,147               14,766,515
                                                                                      ============              ===========
                                    Net loss per share-basic & diluted                $       (.08)             $      (.06)
                                                                                      ============              ===========
</TABLE>

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

<TABLE>
<CAPTION>
                                             YEARS ENDED DECEMBER 31                   2002                  2001
                                             -----------------------                ----------             ---------
<S>                                                                                 <C>                    <C>
                                            Warrants and stock options              10,552,062             7,681,029
                                                                                    ==========             =========
</TABLE>

8 - ADVERTISING                     The Company expenses the production costs of
                                    advertising when incurred.  Advertising
                                    expense was $86,400 and $64,746 for the
                                    years ended December 31, 2002 and 2001,
                                    respectively.

9 - RENT                            The Company leases its offices located in
                                    Margate, New Jersey at no cost from its
                                    officers.
10 - TRANSACTION
     WITH RELATED                   On April 24, 2002, the Company entered into
     PARTIES                        a Distribution Agreement with NuGenix, LLC
                                    ("NuGenix"), pursuant to which it granted
                                    NuGenix the right to distribute vitamin and
                                    nutritional supplement products and regimens
                                    developed utilizing the Company's
                                    proprietary genetic profiling technology
                                    (the "Products") in the direct selling
                                    market with North America. The Distribution
                                    Agreement grants to NuGenix an exclusive
                                    right through January 31, 2003 and a
                                    non-exclusive right for a period of five
                                    years thereafter to market and sell the
                                    Products within North America through the
                                    direct selling market. Revenues from NuGenix
                                    were $22,283 for the year ended December 31,
                                    2002.

                                    In connection with entering into the
                                    Distribution Agreement, the Company has
                                    agreed to loan NuGenix $500,000 to fund
                                    NuGenix's operations, of which $333,000 was
                                    funded by the Company to NuGenix


                                       37
<PAGE>
                                                                  GENELINK, INC.
                                                   NOTES TO FINANCIAL STATEMENTS
================================================================================

                                    as of December 31, 2002. The loan is for a
                                    three year term, accrues interest at the
                                    rate of six percent (6%) per year and grants
                                    the Company the right to convert the
                                    principal balance of the loan into an equity
                                    position in NuGenix. To secure NuGenix's
                                    obligations with respect to the loan,
                                    NuGenix has granted the Company a first
                                    priority security interest in all of its
                                    assets and the members of NuGenix have
                                    pledged their membership interests in
                                    NuGenix to the Company. NuGenix is entirely
                                    owned by DePhillipo Family, LLC, which in
                                    turn is owned by the adult children of John
                                    R. DePhillipo, the Chief Executive Officer
                                    and President and a member of the Board of
                                    Directors of the Company.

                                    In addition to the cash advanced of
                                    $333,000, the Company issued NuGenix 100,000
                                    shares of Common Stock valued at $33,000 as
                                    part of the advance during the year ended
                                    December 31, 2002.

                                    As of December 31, 2002, NuGenix owes the
                                    Company $17,283 for kit sales and genetic
                                    testing. The Company plans to reduce the
                                    balance due of the $500,000 loan by these
                                    receivables. The total advance was $393,437
                                    as of December 31, 2002. This advance was
                                    written off as an extraordinary item per
                                    footnote 11.

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

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

                                    LOANS PAYABLE-AFFILIATES

                                    The Company's unsecured long-term debt as of
                                    December 31, 2002 and 2001 consists of loans
                                    from various shareholders with no stated
                                    repayment terms.

<TABLE>
<CAPTION>
                                                               2002       2001
                                                               ----       ----
<S>                                                          <C>        <C>
                                    Total Obligations        $53,000    $58,000
                                    Less: Current Portion          0          0
                                                             -------    -------
                                                             $53,000    $58,000
                                                             =======    =======
</TABLE>

                                    CONSULTING

                                    The Company is dependent on the services of
                                    John DePhillipo, its Chairman and Chief
                                    Executive Officer and, accordingly, the
                                    Company

                                       38
<PAGE>
                                                                  GENELINK, INC.
                                                   NOTES TO FINANCIAL STATEMENTS
================================================================================

                                    entered into a five (5) year employment
                                    agreement dated February 24, 1998, with an
                                    initial annual base compensation of $125,000
                                    in 1998, $137,500 in 1999, $151,250 in 2000,
                                    and $166,375 in 2001, and $183,013 in 2002.
                                    As of December 31, 2002, $84,071 was owed to
                                    Mr. DePhillipo for compensation earned under
                                    the employment agreement.

                                    The Company entered into a new five (5) 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, which
                                    provides for initial compensation of $30,000
                                    in 1998, $60,000 in 1999, $66,000 in 2000,
                                    $72,600 in 2001 and $79,860 in 2002. The
                                    initial term of the agreement is five (5)
                                    years. As of December 31, 2002, $284,460 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.

11 - EXTRAORDINARY
      ITEMS                         As of December 31, 2002, the Company had
                                    advanced to a related party (NuGenix)
                                    $393,437, which is evidenced by a promissory
                                    note. The loan is for a three year term,
                                    accrues interest at the rate of six percent
                                    (6%) per year and grants the Company the
                                    right to convert the principal balance of
                                    the loan into an equity position in NuGenix.
                                    At the present time, although the note does
                                    not mature until 2005, the Company believes
                                    that NuGenix does not possess the ability to
                                    be able to repay the note or provide
                                    liquidity to convert its stock into cash.
                                    Therefore, management has determined that
                                    this amount should be written off in the
                                    current period.

                                    During 2001, a loan and accrued interest
                                    payable by GeneLink was forgiven by the
                                    individual who made the loan.

12 - COMMITMENT &
      CONTINGENCIES                 The Company is involved in a trademark
                                    opposition regarding the use of its
                                    trademark GeneLink. However, management
                                    believes it will prevail in this matter, and
                                    will have no material adverse effect on the
                                    Company.


                                     39
<PAGE>
         GeneLink v. LAB21, Inc. Civil Action No. 03cv1038 (D.NJ 2003). On March
24, 2003, the United States District Court for the District of New Jersey
granted a preliminary injunction against LAB21, Inc. and its affiliates and
representatives from claiming that LAB21, Inc. developed the use of DNA to
measure and access skincare and skin health or from using any of our
confidential or proprietary information which we disclosed to LAB21, Inc. in
connection with LAB21, Inc.'s testing of our technology.

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

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

         None.

                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS.

         Incorporated by reference is the information beginning after the
caption "Election of Directors" contained in our definitive Proxy Statement to
be filed no later than 120 days after the close of our fiscal year ended
December 31, 2002 (the "2003 Proxy Statement").

Section 16(a)     Beneficial Ownership Reporting Compliance.

         Based solely on our review of certain reports filed with the Securities
and Exchange Commission pursuant to Section 16(a) of the Securities Exchange Act
of 1934 (the "1934 Act"), as amended and written representations of the
Company's officers and directors, we believe that all reports required to be
filed pursuant to the 1934 Act with respect to transactions in our Common Stock
through December 31, 2002 were filed on a timely basis.

ITEM 10. EXECUTIVE COMPENSATION

         Incorporated by reference is the information beginning after the
caption "Executive Compensation" in our 2003 Proxy Statement.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         Incorporated by reference is the information beginning after the
caption "Security Ownership of Certain Beneficial Owners and Management" in our
2003 Proxy Statement.


                                       40
<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 20.

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

Exhibit Number     Description

10.11              Employment Agreement between GeneLink, Inc. and John R.
                   DePhillipo dated as of January 1, 2003

99.1               Certificates pursuant to 18 U.S.C. Section 1350, as adopted
                   pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


(B)      REPORTS ON FORM 8-K

         None.



                                       41
<PAGE>
<TABLE>
<CAPTION>
                                   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, 2003                   By:      /s/ John R. DePhillipo
                                          --------------------------------------
                                           John R. DePhillipo, Chairman, Chief
                                           Executive Officer and President

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


SIGNATURES                                    CAPACITY                                        DATE
<S>                                           <C>                                             <C>
 /s/ John R. DePhillipo                       Principal Executive Officer, Principal          March 28, 2003
------------------------------------
John R. DePhillipo                            Financial Officer and Director
Chairman and Chief Executive Officer

/s/ Robert P. Ricciardi                       Director                                        March 28, 2003
------------------------------------
Robert P. Ricciardi
</TABLE>


                                       42
<PAGE>
         I, John R. DePhillipo, certify that:

         1. I have reviewed this annual report on Form 10-KSB of GeneLink, Inc.;

         2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

         b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and

         c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

         5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

         a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial date and have identified for the
registrant's auditors any material weaknesses in internal controls; and

         b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

         6. The registrant's other certifying officers and I have indicted in
this annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: March 28, 2003        By:               /s/ John R. DePhillipo
                               ---------------------------------------------
                                 John R. DePhillipo, Chief Executive
                                    Officer and Chief Financial Officer