FORM 10-KSB/A No. 1 - ANNUAL REPORT

(Mark One)

        [x]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934
                         For the fiscal year ended March 31, 1999

        [ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                For the transition period from        to

                        Commission file number  0-18184

                           SK TECHNOLOGIES CORPORATION
                 (Name of small business issuer in its charter)

           Delaware                                52-1507455
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                Identification No.)

  500 Fairway Drive, Suite 104, Deerfield Beach, FL      33441
       (Address of principal executive offices)         (Zip Code)

Issuer's telephone number    (954) 418-0101

Securities registered pursuant to Section 12(b) of the Exchange
Act:

Title of each class          Name of each exchange on which registered

      none



Securities registered pursuant to Section 12(g) of the Act:

                         Common Stock
                       (Title of Class)

     Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12
months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes   X    No

     Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B contained in this form, and
no disclosure will be 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 any other amendment to
this Form 10-KSB.

     State the Issuer's revenues for its most recent fiscal year.

         $806,759

     State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the
stock was sold, or the average bid and asked prices of such stock,
as of a specified date within 60 days.

     The aggregate market value of the voting stock held by non-
affiliates of the Registrant at June 21, 1999 was $236,541.

     State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date.

     As of June 21, 1999, 6,357,828 shares of Common Stock, par
value $.001 per share, were issued and outstanding.

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ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT:

     The following table sets forth, as of June 21, 1999, certain
information regarding the amount and percentage of Common and
Preferred Stock beneficially owned by each person known by the
Company to own more than five percent of its outstanding Common and
Preferred Stock, each director of the Company and all officers and
directors as a group.

                                     Amount of
Name and Address of                  Beneficial         Percentage
Beneficial Owner or                 Ownership of         of Voting
Identity of Group                  Common Stock(1)    Securities(1)

Calvin S. Shoemaker(4)                 80,091           1.18%
500 Fairway Drive, Suite 104
Deerfield Beach, FL 33441

Gary S. Spirer(1)(5)                  106,300           1.56%
150 E. 58th Street
New York, NY 10155

Capital Hill Group(5)                   3,945            .06%
Gary Spirer, President
150 E. 58th Street
New York, NY 10155

David H. Peipers(1)(3)(8)(9)          678,845           9.97%
888 Seventh Avenue
New York, NY 10106

Cornerhouse Ltd. Ptshp.(3)(8)(9)    1,156,116          16.97%
David Peipers, G.P.
888 Seventh Avenue
New York, NY 10106

Winsome Ltd. Ptshp(3)(8)(9)           603,909           8.87%
David Peipers, G.P.
888 Seventh Avenue
New York, NY 10106

C. Shelton James(1)(6)                 19,973            .29%
4000 Hollywood Blvd.
Hollywood, FL 33021

Fundamental Management Corp.(6)            93            .001%
C.S. James, President
4000 Hollywood Blvd.
Hollywood, FL 33021

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Fundamental Active
  Investors Ltd II(6)(8)            1,190,014          17.47%
Fundamental Mgmt Corp., G.P.
4000 Hollywood Blvd.
Hollywood, FL 33021

Melvin Goldberger(1)(2)                20,333            .30%
1761 W. Hillsboro Blvd.
Deerfield Beach, FL 33442

Seventh Investment
  Bancing Corp.(2)                     69,569           1.02%
Melvin Goldberger, President
1761 W. Hillsboro Blvd.
Deerfield Beach, FL 33442

All Directors and
Executive Officers as
a Group (9 persons) (7)             3,995,698          58.65%

____________________________

(1)     Stock options were granted to five directors of the Company in
        August 1996 and December 1997.  Each director received an
        option for 25,000 shares of Common Stock at an exercise price
        of $.32 per share.

(2)     Includes 78,869 shares of Common Stock and 11,033 shares of
        Preferred Stock (held by Melvin Goldberger, trustee for the
        Grace Goldberger Trust).

(3)     Includes 2,255,536 shares of Common Stock and 183,334 shares
        of Preferred Stock.

(4)     Includes 63,424 shares of Common Stock and 16,667 shares of
        Preferred Stock.

(5)     Pursuant to a May 1993 agreement between the Company and
        Capital Hill Group ("CHG")  an option for 89,869 shares of
        Common Stock was granted to CHG. Such option expired May 13,
        1998.

(6)     Pursuant to the Company's 1993 agreement with Fundamental
        Management Corp. ("FMC") and its president, a stock option for
        28,801 shares of Common Stock was granted 50% to FMC and 50%
        to its president.  Such options expired May 13, 1998.

(7)     As part of the units sold in a September 1993 offering,
        warrants for 447,140 shares of Common Stock at an exercise
        price of $1.00 per share are held by certain of these
        executive officers and directors.

(8)     Does not include 6,661,667 shares of Common Stock to be issued
        upon the conversion of short term loans totalling $3,997,000.

<PAGE>
(9)     Does not include the Series D Preferred Stock to be issued
        upon conversion of $792,500 of short term loans and upon
        filing a Certificate of Designation with the State of
        Delaware.

<PAGE>
                                 SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, SK Technologies Corporation has
duly caused this report to be signed on its behalf by the under-
signed, thereunto duly authorized.

                              SK TECHNOLOGIES CORPORATION,
                              a Delaware corporation


Date:  July 22, 1999          By:  /s/ Calvin S. Shoemaker
                              Calvin S. Shoemaker, President


        Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed by the following persons on
behalf of the registrant and in the capacities and on the dates
indicated.

   Signature                     Title                    Date


/s/ Calvin S. Shoemaker       President/Chief          July 22, 1999
Calvin S. Shoemaker           Executive Officer/
                              Director

/s/ Melvin T. Goldberger      Treasurer/Director/      July 22, 1999
Melvin T. Goldberger          Principal Accounting
                              Officer

/s/ C. Shelton James          Director                 July 22, 1999
C. Shelton James

/s/ David H. Peipers          Director                 July 22, 1999
David H. Peipers

/s/ Michael Siewruk           Director                 July 22, 1999
Michael Siewruk

Gary Spirer                   Director