U.S. Securities and Exchange Commission
                             Washington, D.C. 20549


                                   Form 10-KSB


(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, 2004

[_]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

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 Australian Avenue S. Suite 619,
West Palm Beach, FL                                         33401
-------------------------------                  -------------------------------
(Address of principal executive offices)                  (Zip Code)


Issuer's telephone number    (561) 651-4147


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

    Title of each class                                Name of each exchange
                                                       on which registered
         None
-----------------------------                     ------------------------------


Securities registered under Section 12(g) of the Exchange Act:

                         Common Stock, $0.001 par value
                            ------------------------
                                (Title of class)



<PAGE>


     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. [X]

     State the Issuer's revenues for its most recent fiscal year.    $0

     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 May 14, 2004 was $92,106.

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

     As of May 14, 2004,  196,682  shares of Common  Stock,  par value $.001 per
share, were issued and outstanding.



<PAGE>


                                     PART I

ITEM 1.     DESCRIPTION OF BUSINESS:

     SK Technologies  Corporation,  a publicly-held  Delaware  corporation  (the
"Company")  was  incorporated  in  September  1986.  In January 1989 the Company
acquired SK  Technologies  Corp.  which was  incorporated  under the laws of the
State  of  Florida  in  March  1985,  and the  Company  changed  its  name to SK
Technologies  Corporation.  Prior to this  acquisition,  the Company had limited
operations.

BUSINESS OF ISSUER

The Company

     The Company is not currently conducting any active business operations.

Business Venture

Synchronics

     On September 12, 2001 the Company  ("Licensor")  entered into a License and
Consulting  Agreement (the "Agreement") with Synchronics  ("Licensee"),  whereby
the Licensee  licenses  through  December 31, 2003, all of the Company's  right,
title and  interest  in and to  StoreKare  software  and certain  other  related
assets. The Agreement expired on December 31, 2003.

Sources and Availability of Raw Materials

     Since the Company has ceased to conduct any active business operations,  no
shortage of materials is expected in the foreseeable future.

Dependence on One or a Few Customers

     None.

Research and Development

     Research and development costs were not incurred in fiscal 2004 and 2003.


Patents, Copyrights and Trademarks

     None.

Effect of Probable Governmental Regulation on the Business

     Since  the  Company  is not  conducting  any  active  business  operations,
governmental  regulation  is not  expected to have a  significant  effect on the
Company in the foreseeable future.




                                        3
<PAGE>



Personnel

     The Company does not currently  employ any employees.  The Company  engages
the service of one finance person as needed, on an independent contractor basis.

     The Company is not a party to any collective bargaining agreements.

Subsequent Events

     On  April 1,  2004,  Starliner  Systems  Inc.,  a  British  Virgin  Islands
corporation  ("Starliner"),  made a cash payment to certain  shareholders of the
Company,  in the amount of three hundred fifty  thousand  dollars  ($350,000) in
exchange  for  14,870,920  shares  of the  Company's  restricted  Common  Stock,
transferred  pursuant to Section 4(1) of the Securities Act of 1933, as amended.
In the same transaction, Starliner also received 211,034 shares of the Company's
outstanding  Series  B  Preferred  Stock  and all 793  shares  of the  Company's
outstanding  Series D Preferred  Stock.  All of these shares were  acquired from
five existing  shareholders  of the Company,  specifically  Calvin S. Shoemaker,
Melvin Goldberg,  Dorothy Eweson, Roger Oesterling,  and Sixth Avenue Associates
LLC.  The exact  amount of each  type of share  purchased  is shown in the table
below:

                                         Common       Series B    Series D
---------------------------------------------------------------------------
Calvin S. Shoemaker                      63,424        16,667
Melvin T. Goldberger                      5,300        11,033
Dorothy Eweson                          298,794
Roger Osterling                          44,340
Sixth Avenue Associates LLC          14,419,062       183,334       793
---------------------------------------------------------------------------
                                     14,830,920       211,034       793
                                     ==========       =======       ===

     The  purpose of this  transaction  was to effect a change of control of the
Company to Starliner.  As of April 1, 2004, Starliner beneficially directly owns
75.7% of the issued and outstanding common stock of the Company.

     On March 31, 2004, the Company's  existing Board of Directors  ratified and
approved by  unanimous  written  consent  the  appointment  of F. Peter  Brewer,
President of Starliner,  as an additional Director of the Company to serve until
the next meeting of the shareholders at which Directors are elected. Immediately
after the  appointment  of F. Peter  Brewer as a Director  of the  Company,  the
remaining directors and/or officers of the Company, Calvin S. Shoemaker,  Melvin
T.  Goldberger,  Gary S.  Spirer  and  David  H.  Peipers,  all  tendered  their
resignations, which the Company then accepted. Mr. Brewer now serves as the sole
Officer and Director of the Company.

     The Company's  executive offices have been relocated to 500 Australian Ave.
S.,  Suite  619,  West Palm  Beach,  FL  33401.  The  telephone  number is (561)
651-4146.




                                        4
<PAGE>



     On April 5, 2004, the Company's  Board of Directors  approved the following
Actions  and  recommended  that such  Actions be  ratified  and  approved by the
Company's stockholders:

          1. An amendment  to the  Company's  Certificate  of  Incorporation  to
     increase  the  authorized  shares of Common  Stock,  $.001 par value,  from
     25,000,000 to 200,000,000  shares and to increase the authorized  number of
     shares of Preferred Stock,  $.001 par value,  from 5,000,000 to 25,000,000,
     with the specific  terms,  conditions,  limitations  and preferences of the
     Preferred  Stock  to be  determined  by  the  Board  of  Directors  without
     shareholder approval.

          2. A  subdivision  of the issued and  outstanding  common stock of the
     Company (a reverse  split) at a ratio of one (1) share for each one hundred
     (100) shares of common stock issued and outstanding.

     The  majority  shareholders  of the  Company  consented  in  writing to the
actions  described above and such approval and consent was sufficient  under the
Delaware  General  Corporate  Law and the  Company's  by-laws to  approve  these
actions.  Accordingly,  the above  actions were not  submitted to the  Company's
other  stockholders  for a vote and on April 23, 2004, a Definitive  Information
Statement was filed with the Securities and Exchange  Commission  ("S.E.C.") and
also  mailed to the  Company's  stockholders  of record as of April 8, 2004 (the
"Record  Date") to inform  them of the above  actions,  in  accordance  with the
provisions of Section 228 of the Delaware General Corporation Law.

     A Certificate of Amendment of the Company's  Certificate  of  Incorporation
reflecting  these changes was filed with the Delaware  Secretary of State on May
3, 2004, to be effective May 11, 2004. A copy of such  certificate  was included
in the Definitive  Information  Statement filed with the Securities and Exchange
Commission on April 23, 2004 as well as the related  shareholder  mailing on the
same date.

     The 1 for 100 reverse  split was effected at the open of business,  May 12,
2004. As a result of the reverse split,  the Company's  stock symbol changed and
it is presently quoted on the OTC Bulletin Board under the symbol "SKTO".  After
taking into account the rounding up of any  fractional  shares after the reverse
split,  as of May 14, 2004,  there are 196,682  shares of the  Company's  common
stock issued and outstanding.

     On April 8, 2004,  the  Company  elected  to redeem all of its  outstanding
Series B Convertible,  Redeemable  Preferred Stock at a price of $0.25 per share
pursuant to the terms and  conditions of the  certificate  of designation of the
stock.  The last day for the redemption of such shares was Monday,  May 10, 2004
("Redemption  Date"),  after which such holders ceased to be shareholders of the
Company under the terms of the Certificate of Designation for Series B Preferred
Stock. Upon redemption,  the shares of Series B Preferred Stock so redeemed were
then properly  cancelled as set forth in the Series B Certificate of Designation
and shall not be reissued.




                                        5
<PAGE>



ITEM 2.     DESCRIPTION OF PROPERTY.

     The Company currently does not have any facilities. The Company's executive
offices have been  relocated  to 500  Australian  Ave. S., Suite 619,  West Palm
Beach, FL 33401, for which use the Company pays $500 per month,  effective April
1, 2004. The new telephone number is (561) 651-4146.


ITEM 3.     LEGAL PROCEEDINGS

     None.


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

     On April 5, 2004, the Company's  Board of Directors  approved the following
Actions  and  recommended  that such  Actions be  ratified  and  approved by the
Company's stockholders:

          1. An amendment  to the  Company's  Certificate  of  Incorporation  to
     increase the authorized  shares of our Common Stock,  $.001 par value, from
     25,000,000 to 200,000,000  shares and to increase the authorized  number of
     shares of Preferred Stock,  $.001 par value,  from 5,000,000 to 25,000,000,
     with the specific  terms,  conditions,  limitations  and preferences of the
     Preferred  Stock  to be  determined  by  the  Board  of  Directors  without
     shareholder approval.

          2. A  subdivision  of the issued and  outstanding  common stock of the
     Company (a reverse  split) at a ratio of one (1) share for each one hundred
     (100) shares of common stock issued and outstanding.

     The  majority  shareholders  of the  Company  consented  in  writing to the
actions  described above and such approval and consent was sufficient  under the
Delaware  General  Corporate  Law and the  Company's  by-laws to  approve  these
actions.  Accordingly,  the  above  actions  were  not  submitted  to our  other
stockholders  for a  vote  and on  April  23,  2004,  a  Definitive  Information
Statement  was  filed  with  the  S.E.C.   and  also  mailed  to  the  Company's
stockholders of record as of April 8, 2004 (the "Record Date") to inform them of
the above  actions in  accordance  with the  provisions  of  Section  228 of the
Delaware General Corporation Law.

     A Certificate of Amendment of the Company's  Certificate  of  Incorporation
reflecting  these changes was filed with the Delaware  Secretary of State on May
3, 2004, to be effective May 11, 2004. A copy of such  certificate  was included
in the Definitive  Information  Statement filed with the Securities and Exchange
Commission on April 23, 2004 and the related shareholder mailing.

     The 1 for 100 reverse split was effected at the open of business on May 12,
2004. As a result of the reverse split,  the Company's  stock symbol changed and
it is presently quoted on the OTC Bulletin Board under the symbol "SKTO".




                                        6
<PAGE>



                                     PART II

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

Market Information

     The Company's  Common Stock is currently  quoted on the OTC Bulletin  Board
under the symbol  "SKTO" and has been since  effecting  the reverse split on May
12, 2004.  Prior to that time, the Company had traded under symbol  "SKTC".  The
following  table sets forth the high and low bid quotations for the Common Stock
for the periods indicated. These quotations reflect prices between resellers and
do  not  include  retail  mark-ups,   mark-downs  or  commissions  and  may  not
necessarily represent actual transactions.

                                         Common Stock
                                     High           Low
                                   -------         -------
April 1, 2002 -
 June 30, 2002                     $ 0.002         $ 0.002

July 1, 2002 -
 September 30, 2002                $ 0.009         $ 0.005

October 1, 2002 -
 December 31, 2002                 $ 0.009         $ 0.008

January 1, 2003 -
 March 31, 2003                    $ 0.005         $ 0.004

April 1, 2003 -
 June 30, 2003                     $ 0.003         $ 0.003

July 1, 2003 -
 September 30, 2003                $ 0.006         $ 0.006

October 1, 2003 -
 December 31, 2003                 $ 0.013         $ 0.013

January 1, 2004 -
 March 31, 2004                    $ 0.029         $ 0.027


     As of May 14, 2004, the Company had 492  shareholders  of record of 196,682
outstanding  shares of our common  stock,  of which  47,972  shares were held by
non-affiliates.

     The Transfer Agent of the Company's common stock is Interwest Transfer Co.,
Inc., 1981 East Murray Holiday Road, Suite 100, Salt Lake City, Utah 84117.

     As of the  date  hereof,  the  Company  has  never  declared  or paid  cash
dividends on its Common Stock.  Management  does not anticipate the Company will
pay dividends in the foreseeable future.


ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

General

     On  April 1,  2004,  Starliner  Systems  Inc.,  a  British  Virgin  Islands
corporation  ("Starliner"),  made a cash payment to certain  shareholders of the
Company,  in the amount of three hundred fifty  thousand  dollars  ($350,000) in
exchange  for  14,870,920  shares  of the  Company's  restricted  Common  Stock,
transferred  pursuant to Section 4(1) of the Securities Act of 1933, as amended.




                                       7
<PAGE>



In the same transaction, Starliner also received 211,034 shares of the Company's
outstanding  Series  B  Preferred  Stock  and all 793  shares  of the  Company's
outstanding  Series D Preferred  Stock.  All of these shares were  acquired from
five existing  shareholders  of the Company,  specifically  Calvin S. Shoemaker,
Melvin Goldberg,  Dorothy Eweson, Roger Oesterling,  and Sixth Avenue Associates
LLC.  The exact  amount of each  type of share  purchased  is shown in the table
below:

                                     Common       Series B   Series D
---------------------------------------------------------------------
Calvin S. Shoemaker                  63,424        16,667
Melvin T. Goldberger                  5,300        11,033
Dorothy Eweson                      298,794
Roger Osterling                      44,340
Sixth Avenue Associates LLC      14,419,062       183,334       793
---------------------------------------------------------------------
                                 14,830,920       211,034       793
                                 ==========       =======       ===

     The  purpose of this  transaction  was to effect a change of control of the
Company to  Starliner.  As of the date of this  filing,  Starliner  beneficially
directly owns 75.7% of the issued and outstanding common stock of the Company.

     On March 31, 2004 the Company's  existing  Board of Directors  ratified and
approved by  unanimous  written  consent  the  appointment  of F. Peter  Brewer,
President of Starliner,  as an additional Director of the Company to serve until
the next meeting of the shareholders at which Directors are elected. Immediately
after the  appointment  of F. Peter  Brewer as a Director  of the  Company,  the
remaining directors and/or officers of the Company, Calvin S. Shoemaker,  Melvin
T.  Goldberger,  Gary S.  Spirer  and  David  H.  Peipers,  all  tendered  their
resignations, which the Company then accepted. Mr. Brewer now serves as the sole
Officer and Director of the Company.

     The Company's  executive offices have been relocated to 500 Australian Ave.
S.,  Suite  619,  West Palm  Beach,  FL  33401.  The  telephone  number is (561)
651-4146.

     On April 5, 2004, the Company's  Board of Directors  approved the following
Actions  and  recommended  that such  Actions be  ratified  and  approved by the
Company's stockholders:

          1. An amendment  to the  Company's  Certificate  of  Incorporation  to
     increase the authorized  shares of our Common Stock,  $.001 par value, from
     25,000,000 to 200,000,000  shares and to increase the authorized  number of
     shares of Preferred Stock,  $.001 par value,  from 5,000,000 to 25,000,000,
     with the specific  terms,  conditions,  limitations  and preferences of the
     Preferred  Stock  to be  determined  by  the  Board  of  Directors  without
     shareholder approval.

          2. A  subdivision  of the issued and  outstanding  common stock of the
     Company (a reverse  split) at a ratio of one (1) share for each one hundred
     (100) shares of common stock issued and outstanding.

     The  majority  shareholders  of the  Company  consented  in  writing to the
actions  described above and such approval and consent was sufficient  under the
Delaware  General  Corporate  Law and the  Company's  by-laws to  approve  these
actions.  Accordingly,  the above  actions were not  submitted to the  Company's
other  stockholders  for a vote and on April 23, 2004, a Definitive  Information
Statement  was  filed  with  the  S.E.C.   and  also  mailed  to  the  Company's
stockholders of record as of April 8, 2004 (the "Record Date") to inform them of
the above  actions in  accordance  with the  provisions  of  Section  228 of the
Delaware General Corporation Law.






                                       8
<PAGE>


     A Certificate of Amendment of the Company's  Certificate  of  Incorporation
reflecting  these changes was filed with the Delaware  Secretary of State on May
3, 2004, to be effective May 11, 2004. A copy of such  certificate  was included
in the Definitive  Information  Statement filed with the Securities and Exchange
Commission on April 23, 2004.

     The 1 for 100 reverse  split was effected at the open of business,  May 12,
2004. As a result of the reverse split,  the Company's  stock symbol changed and
it is presently quoted on the OTC Bulletin Board under the symbol "SKTO".  After
taking into account the rounding up of any  fractional  shares after the reverse
split,  as of May 14, 2004,  there are 196,682  shares of the  Company's  common
stock issued and outstanding.

     On April 8, 2004, the Company elected to redeem thirteen  holders' Series B
Convertible,  Redeemable  Preferred Stock of the Company at a price of $0.25 per
share pursuant to the terms and conditions of the  certificate of designation of
the stock.  The last day for the  redemption of such shares was Monday,  May 10,
2004 ("Redemption  Date"), after which such holders ceased to be shareholders of
the  Company  under the terms of the  Certificate  of  Designation  for Series B
Preferred  Stock.  Upon  redemption,  the shares of Series B Preferred  Stock so
redeemed  were  then  properly   cancelled  (as  required  under  the  Series  B
Certificate of Designation) and shall not be reissued.

     Except for historical  information  contained  herein,  certain matters set
forth in this Form 10-KSB are forward  looking and involve a number of risks and
uncertainties  that could cause future results to differ  materially  from these
statements and trends.

Liquidity and Capital Resources

     The Company had a net income of $1,682,432  for the fiscal year ended March
31, 2004,  due to a substantial  gain from  shareholders'  forgiveness  of debt.
During fiscal year 2004, the Company had gain of $1,805,753 from the forgiveness
of debt.  On March 31,  2004,  concurrent  with the  change in  control,  former
shareholders/officers/directors  of the Company  signed a release  agreement  to
forgive debt of  $1,805,753.  The Company's  cash decreased from $4,144 at March
31, 2003 to $0 at March 31, 2004.

     Accordingly,  the working capital deficiency decreased from $(2,182,989) at
March 31, 2003 to  $(500,557)  at March 31,  2004.  The  decrease in the working
capital  deficiency  was mainly due to the  forgiveness of debt of $1,805,753 by
former shareholders/officers/directors of the Company on March 31, 2004.

     During   the   fiscal   year   ended   March   31,    2004,    one   former
shareholder/director  of the  Company  provided  funding  to the  Company in the
amount of $26,528 for notes payable on demand at interest  rate of 8% annum.  As
of the date of this  filing,  one  shareholder/director  has  agreed to  provide
funding  to the  Company  in the amount  not to exceed  fifty  thousand  dollars
($50,000)  for cash  deficiencies  in the fiscal 2005.  There is no guarantee or
commitment that the shareholder/director will provide additional funding to meet
actual cash deficiencies for the remainder of fiscal 2005.

Results of Operations

     For the fiscal years ended March 31, 2004 and 2003, the Company  reported a
net income  (loss) of $1,682,432  and  $(140,182),  respectively.  During fiscal
2004,  the Company had a gain of total other income of $1,710,640  mainly due to
the gain from  forgiveness  of debt of $1,805,753.  Total  selling,  general and
administrative  expenses for fiscal 2004  decreased  about 29% from fiscal 2003.
This  decrease  was due to a reduction  in payroll and the related  reduction in
certain  administrative  expenses.  The Company  anticipates that total selling,
general and  administrative  expenses  will  increase  during fiscal 2005 as the
Company searches for new business ventures.





                                       9
<PAGE>



     The Company incurred interest expense of $110,261 and $98,483 during fiscal
2004 and  2003,  respectively.  Interest  expense  was  incurred  on loans  from
shareholders/directors  and their related entities of $65,938 and $61,957 during
fiscal 2004 and 2003, respectively.

     The Company is not currently conducting any active business operations.

Seasonality

     The Company  believes  that  seasonality  has no impact since it has ceased
conducting any operations.

Inflation

     The Company believes the impact of inflation has historically been and will
continue to be minimal.


ITEM 7.     FINANCIAL STATEMENTS



            SK TECHNOLOGIES CORPORATION AND SUBSIDIARIES
            INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                            Page

     Report of Independent Certified Public Accountants -
          Berkovits, Lago & Company, LLP                                     F-1

     Consolidated Balance Sheet
          March 31, 2004                                                     F-2

     Consolidated Statements of Operations
          Years Ended March 31, 2004 and 2003                                F-3

     Consolidated Statements of Stockholders' Deficiency
          Years Ended March 31, 2004 and 2003                                F-4

     Consolidated Statements of Cash Flows
          Years Ended March 31, 2004 and 2003                                F-6

     Notes to Consolidated Financial Statements
          March 31, 2004 and 2003                                            F-7






                                       10
<PAGE>


               REPORT OF INDEPENDENT AUDITORS

To the Stockholders and Directors
SK Technologies Corporation and its Subsidiaries

We have audited the  accompanying  balance sheet of SK Technologies  Corporation
and its  Subsidiaries  ("the  Company")  as of March 31,  2004,  and the related
consolidated statements of operations, capital deficiency, and cash flows of the
years ended March 31, 2004 and 2003. These consolidated financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audit.

We 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 consolidated
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  consolidated  financial  statements.  An audit also includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the consolidated  financial  position of SK
Technologies  Corporation at March 31, 2004, and the consolidated results of its
operations and its cash flows for years ended March 31, 2004, in conformity with
accounting principles generally accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated  financial  statements,  the Company has suffered  recurring losses
from operations and has a net capital deficiency that raise substantial doubt as
to the ability of the Company to continue as a going concern. Management's plans
with regard to these  matters  are also  described  in Note 2. The  consolidated
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

Berkovits, Lago & Company, LLP

May 21, 2004
Fort Lauderdale, Florida



                                       F-1
<PAGE>



                  SK TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEET
                           MARCH 31, 2004


                ASSETS

Assets:                                                         $         -
                                                                   --------
                                                                $         -
                                                                   ========

                LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities:
  Accrued expenses                                                   25,000
  Due to shareholder                                                111,557
  Notes payable to shareholder                                      364,000
                                                                  ---------
  Total Current Liabilities                                         500,557



Stockholders' Deficiency:
  Preferred Stock, $.001 par value,
    5,000,000 shares authorized
      1,000,000 shares designated as
        convertible Series B Preferred Stock
        396,066 shares issued and outstanding                           396
      3,000 shares designated as Series D
        Preferred Stock, 793 shares issued
        and outstanding                                                   1
  Common Stock, $.001 par value, 200,000,000
    shares authorized, 196,682 shares
    issued and outstanding                                              197
  Additional paid-in capital                                     13,860,184
  Accumulated deficit                                           (14,361,355)
                                                                -----------
    Stockholders' Deficiency                                       (500,557)
                                                                -----------
                                                                $         -
                                                                ===========






    The accompanying notes are an integral part of the financial statements.

                                       F-2
<PAGE>



                  SK TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                       YEARS ENDED MARCH 31, 2004 AND 2003

                                                  2004              2003

Revenues                                    $         -       $         -

Cost of Revenues                                      -                 -
                                            -----------       -----------
Gross Profit                                          -                 -

Selling, General and Administrative
Expenses:
  Compensation and payroll taxes                 14,524            43,008
  Other selling, general and
    administrative expenses                      13,684            19,280
                                            -----------       -----------
                                                 28,208            62,288
                                            -----------       -----------
Operating Loss                                  (28,208)          (62,288)

Other Income(Expenses):
  Forgiveness of Debt                         1,805,753                 -
  Interest expense                             (110,261)          (98,483)
  Other, net                                     15,148            20,589
                                            -----------       -----------
    Total Other Income (Expense)              1,710,640           (77,894)
                                            -----------       -----------
Net Income (Loss)                           $ 1,682,432       $  (140,182)
                                            ===========       ===========
Basic Income (Loss) Per Common Share        $      0.09       $     (0.01)
                                            ===========       ===========
Diluted Income (Loss) Per Common Share      $      0.08       $     (0.01)
                                            ===========       ===========
Weighted Average Number of
  Common Shares Outstanding
         Basic                               19,664,494        19,664,494
                                            ===========       ===========
         Diluted                             20,853,560        19,664,494
                                            ===========       ===========






    The accompanying notes are an integral part of the financial statements.

                                       F-3
<PAGE>



               SK TECHNOLOGIES CORPORATION AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
                   YEARS ENDED MARCH 31, 2004 AND 2003





                         Series D        Series B
                     Preferred Stock  Preferred Stock      Common Stock
                     Shares  Amount   Shares   Amount    Shares    Amount
                     ------------------------------------------------------
Balance at
  March 31, 2002        793    $  1   396,066    $396     196,682     $197

Net loss                  -       -         -       -           -        -
                       ----   -----   -------    ----  ----------  -------
Balance at
  March 31, 2003        793       1   396,066     396     196,682     $197

Net Income                -       -         -       -           -        -
                       ----   -----   -------    ----  ----------  -------
Balance at
  March 31, 2004        793    $  1   396,066    $396     196,682     $197
                       ====    ====   =======    ====  ==========  =======














                                       F-4
<PAGE>



               SK TECHNOLOGIES CORPORATION AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
                   YEARS ENDED MARCH 31, 2004 AND 2003

                                  (Continued)



                           Additional
                            Paid-In         Accumulated      Stockholders'
                            Capital           Deficit         Deficiency
                        ---------------------------------------------------
Balance at
  March 31, 2002          $13,860,184      $(15,903,585)     $(2,042,807)

Net loss                            -          (140,182)        (140,182)
                          -----------      -------------     ------------
Balance at
  March 31, 2003           13,860,184       (16,043,767)      (2,182,989)

Net Income                          -         1,682,432        1,682,432
                          -----------      -------------     ------------
Balance at
  March 31, 2004          $13,860,184      $(14,361,355)     $  (500,557)
                          ===========      =============     ============



















The accompanying notes are an integral part of the financial statements.

                                       F-5
<PAGE>



                SK TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                     YEARS ENDED MARCH 31, 2004 AND 2003




                                                           2004           2003

Cash Flows From Operating Activities:
  Net Income (Loss)                                    $1,682,432    $ (140,182)

 Changes in operating assets and liabilities:
      Accounts Payable                                     (4,798)            -
          Accrued expenses                                 (8,833)        1,145
      Due to shareholders/directors                      (853,309)       78,816
      Deferred income                                      (3,981)       (3,920)
                                                        ----------   -----------
        Net cash provided by (used in)
          operating activities                            811,511       (64,141)


Cash Flows from Financing Activities:
  (Payments to) Proceeds from loans from
     shareholders/directors                              (803,655)       55,655
  Principal payments on note payable to shareholder       (12,000)        3,000
                                                        ----------   -----------
      Net cash (used in) provided by
        financing activities                             (815,655)       58,655
                                                        ----------   -----------
      Decrease in cash                                     (4,144)       (5,486)

Cash at beginning of year                                   4,144         9,630
                                                        ----------   -----------
Cash at end of year                                             -    $    4,144
                                                        ==========   ==========











    The accompanying notes are an integral part of the financial statements.


                                       F-6
<PAGE>



                SK TECHNOLOGIES CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1 -   BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

     SK  Technologies   Corporation   (the  "Parent"),   and  its  wholly  owned
subsidiaries (collectively "the Company"), was engaged in licensing retail store
management  software for the specialty retail industry.  The Company's StoreKare
product family was a modular system of information technology products.

Principles of Consolidation

     The  consolidated   financial   statements   include  the  accounts  of  SK
Technologies Corporation and its two wholly owned subsidiaries,  SK Technologies
Corp. and SK Credit Corporation.  All significant intercompany  transactions and
balances have been eliminated in consolidation.

License Agreement Deposit

     On September 12, 2001 the Company  ("Licensor")  entered into a License and
Consulting  Agreement (the "Agreement") with Synchronics  ("Licensee"),  whereby
the Licensee  licenses  through  December 31, 2003, all of the Company's  right,
title and  interest  in and to  StoreKare  software  and certain  other  related
assets. The Agreement expired on December 31, 2003.

     The Company  recognized  license  fees of $3,981 and $3,920  during  fiscal
years 2004 and 2003,  respectively  as reflected on the  Statement of Operations
under the heading "Other Income Net".

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  amounts  reported  in the  consolidated  financial
statements  and  accompanying  notes.  Actual  results  could  differ from those
estimates.


                                       F-7
<PAGE>



Earnings (Loss) Per Common Share

     Basic and diluted  earnings income (loss) per Common Share is calculated by
dividing net income (loss) by the weighted  average  Common Shares  outstanding.
The exercise of options and warrants or  conversion  of  convertible  securities
have been included in the calculation of diluted earnings income per share since
the Company has net income in the fiscal  year ended March 31,  2004.  In fiscal
year ended March 31, 2003, the exercise of options and warrants or conversion of
convertible  securities  have been  excluded  from the  calculation  of  diluted
earnings loss per share since the Company has a loss from continuing  operations
and  the  effect  of  these  potential  shares  on  loss  per  Common  Share  is
anti-dilutive.

Accounting for Stock-Based Compensation

     The Company  currently  accounts  for such  transactions  under  Accounting
Principles  Board  Opinion  No. 25 and has  elected  not to change its method of
accounting for the issuance of stock options and other equity instruments to the
fair value method.

Income Taxes

     Deferred tax assets and  liabilities  are  determined  based on differences
between  financial  reporting  and tax basis of assets and  liabilities  and are
measured  using the  enacted  tax rates and laws that will be in effect when the
differences are expected to reverse.

Accounting Pronouncements

     In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative  Instruments  and Hedging  Activities",  which  amends and  clarifies
accounting for derivative instruments,  including certain derivative instruments
embedded in other contracts,  and for hedging  activities under SFAS No. 133 and
is effective for  contracts  entered into or modified  after June 30, 2003.  The
adoption  of SFAS  No.  149 did not  have a  material  effect  on the  Company's
financial statements. The Company does not currently have derivative instruments
or hedging activities.

     In May  2003,  the  FASB  issued  SFAS No.  150,  "Accounting  for  Certain
Financial Instruments with Characteristics of both Liabilities and Equity". SFAS
No. 150 provides guidance with respect to the  classification and measurement of
certain  financial  instruments  with  characteristics  of both  liabilities and
equity.  This statement requires that an issuer classify a financial  instrument
that is within its scope as a liability rather than, under previous guidance, as
equity.  SFAS No. 150 is effective  for  financial  instruments  entered into or
modified  after May 31, 2003, and otherwise is effective at the beginning of the
first interim period beginning after June 15, 2003. The adoption of SFAS No. 150
did not have a material effect on the Company's financial statements.




                                       F-8
<PAGE>



NOTE 2 -   GOING CONCERN CONSIDERATION

     The Company had a net income of $1,682,432  for the fiscal year ended March
31, 2004 and has a net capital  deficiency of $500,557 as of March 31, 2004. The
Company has  experienced  losses from  operations  in the past and  continues to
experience operating losses.  Based on these conditions,  doubt exists about the
ability of the Company to continue as a going concern.

     The financial  statements  for the year ended March 31, 2004 do not include
adjustments  relating to the  recoverability  and classification of the recorded
carrying  value of the assets or the amounts or  classification  of  liabilities
that might be  necessary  should the  Company be unable to  continue  as a going
concern.

     During fiscal 2004 a former majority  shareholder/director provided funding
to the Company in the amount of $26,528 based on the Company's cash deficiencies
from  operations.  As of May 14, 2004,  one  shareholder/director  has agreed to
provide  funding  to the  Company in the  amount  not to exceed  fifty  thousand
dollars  ($50,000)  for  cash  deficiencies  in the  fiscal  2005.  There  is no
guarantee or commitment that the  shareholder/director  will provide  additional
funding to meet actual cash deficiencies for the remainder of fiscal 2005.


NOTE 3 -   FORGIVENESS OF DEBT

     On March 31, 2004,  former  shareholders/officers/directors  of the Company
signed a release  agreement to forgive debt of $1,805,753 and is recorded in the
Statement of Operations, for fiscal 2004 and consists of the following (see Note
7):

         Debt outstanding at date of forgiveness         $1,615,683
         Accrued interest at date of forgiveness            190,070
                                                         ----------
                                                          1,805,753


NOTE 4 -   INCOME TAXES

     For the year ended March 31,  2004,  no  provision  or (credit)  for income
taxes  has  been  provided  for  in  the  accompanying   consolidated  financial
statements because  realization of such income tax benefits cannot be reasonably
assured. The Company will recognize the benefit from such carryforward losses in
the  future,  if and when  they are  realized,  in  accordance  with  applicable
provisions of the Internal Revenue Code for income taxes, which may subject such
carryforward losses to certain limitations (see Note 7).


NOTE 5 -  STOCK OPTIONS

1995 Company Stock Option Plan

     As of March 31,  2004,  there are  options for  1,150,000  shares of Common
Stock  outstanding  and exercisable as part of the 1995 Option Plan. Any and all
such options have since been cancelled, effective April 1, 2004, by agreement of
the option holder as a part of the March 31, 2004 change of control.

Stock Based Compensation

     As required by Statement No. 123, pro forma information  regarding net loss
and loss per share has been  determined  as if the Company had accounted for its
employee stock options under the fair value method of that  statement.  The fair
value for these options was estimated at the date of grant using a Black-Scholes
option pricing model with the following  weighted-average  assumptions for 2004;
risk- free rate of return of 3.13%; dividend yield of 0.000%;  volatility factor
of the  expected  market  price of the  Company's  Common  Stock of 5.26%  and a
weighted-average expected life of the options of two to five years.



                                      F-9
<PAGE>



NOTE 5 -  STOCK OPTIONS (continued)

     The  Black-Scholes   option  valuation  model  was  developed  for  use  in
estimating  the fair value of traded  options that have no vesting  restrictions
and are fully  transferable.  In addition,  option  valuation models require the
input of highly  subjective  assumptions  including  the  expected  stock  price
volatility.   Because  the   Company's   stock   options  have   characteristics
significantly  different  from  traded  options,  and  because  changes  in  the
subjective input assumptions can materially affect the fair value estimate,  the
existing models, in management's  opinion, do not necessarily provide a reliable
single measure of the fair value of its stock options.

     Information  regarding stock options for the years ended March 31, 2004 and
March 31, 2003 is summarized as follows:


                                                Weighted Average
                                  Number of      Exercise Price
                                   Shares           Per Share

Outstanding at March 31, 2002     1,151,600           $ .36
Exercised                                 -           $   -
Expired                              (1,600)          $   -
Forfeited                                 -           $   -
Cancelled                                 -           $   -
Granted                                   -           $   -
                                 ----------
Outstanding at March 31, 2003     1,150,000           $ .32
Exercised                                 -           $   -
Expired                                   -           $   -
Forfeited                                 -           $   -
Cancelled                                 -           $   -
Granted                                   -           $   -
                                 ----------
Outstanding at March 31, 2004     1,150,000(1)        $ .32
                                 ==========
Exercisable at March 31, 2004     1,150,000(1)        $ .32
                                 ==========
Reserved for future option
  grants at March 31, 2004        2,550,000
                                 ==========

(1)  Effective April 1, 2004, all options  exercisable  and/or  outstanding were
     cancelled as a part of the acquisition by Starliner Systems Inc.

     For the purposes of pro forma disclosures,  the estimated fair value of the
options is amortized to expense over the options' vesting period.  The Company's
2004 and 2003 pro forma information follows: 2004 2003

   Net Income (Loss)              $ 1,619,412        $ (205,870)
                                  ===========        ===========
   Net (Loss) Income Per
     Common Share                 $       .08         $    (.01)
                                  ===========        ===========

     The  2004  and  2003  pro  forma  effect  on net  loss  is not  necessarily
representative  of the effect in the future years  because it does not take into
consideration  pro forma  compensation  expense  related to grants made prior to
1995.

     The exercise price of options outstanding at March 31, 2004 is $0.32.




                                      F-10
<PAGE>



Note 6 - STOCKHOLDERS' EQUITY

     On May 12,  2004,  the Board of  Directors  authorized  a 1 for 100 reverse
stock split of common stockholders of record on April 8, 2004. Per-share amounts
in the accompanying financial statements have been adjusted for the split.


NOTE 7 -   FAIR VALUE OF FINANCIAL INSTRUMENTS

     The  following  methods  and  assumptions  were  used  by  the  Company  in
estimating its fair value disclosure for financial instruments:

          Borrowings/Bank   Mortgages:   The  fair  value  for   borrowings/bank
          mortgages is generally  estimated using discounted cash flow analyses,
          based on the Company's current incremental borrowing rates for similar
          types of borrowing arrangements.

     The carrying amounts and fair values of the Company's significant financial
instruments at March 31, 2004 are as follows:


                                   Carrying
                                    Amount            Fair Value

Note payable to shareholder         364,000             364,000

Loan payable to shareholder         111,557             111,557


NOTE 8 - SUBSEQUENT EVENTS

     On  April 1,  2004,  Starliner  Systems  Inc.,  a  British  Virgin  Islands
corporation  ("Starliner"),  made a cash payment to certain  shareholders of the
Company,  in the amount of three hundred fifty  thousand  dollars  ($350,000) in
exchange  for  14,870,920  shares  of the  Company's  restricted  Common  Stock,
transferred  pursuant to Section 4(1) of the Securities Act of 1933, as amended.
In the same transaction, Starliner also received 211,034 shares of the Company's
outstanding  Series  B  Preferred  Stock  and all 793  shares  of the  Company's
outstanding  Series D Preferred  Stock.  All of these shares were  acquired from
five existing  shareholders  of the Company,  specifically  Calvin S. Shoemaker,
Melvin Goldberg,  Dorothy Eweson, Roger Oesterling,  and Sixth Avenue Associates
LLC.  The exact  amount of each  type of share  purchased  is shown in the table
below:

                                         Common       Series B    Series D
---------------------------------------------------------------------------
Calvin S. Shoemaker                      63,424        16,667
Melvin T. Goldberger                      5,300        11,033
Dorothy Eweson                          298,794
Roger Osterling                          44,340
Sixth Avenue Associates LLC          14,419,062       183,334       793
---------------------------------------------------------------------------
                                     14,830,920       211,034       793
                                     ==========       =======       ===

The purpose of this transaction was to effect a change of control of the Company
to Starliner. As of April 1, 2004, Starliner beneficially directly owns 75.7% of
the issued and  outstanding  common  stock of the  Company.  As a result of this
change,  effective  April 1, 2004,  the Company has  reentered  the  development
stage.

     On May 12,  2004,  the Board of  Directors  authorized  a 1 for 100 reverse
stock split of common stock, see Note 6.





                                      F-11
<PAGE>



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

     None.


ITEM 8A. CONTROLS AND PROCEDURES.

     The  Company's  sole  officer  and  director  has  concluded,  based  on an
evaluation  conducted  within 90 days  prior to the filing  date of this  Annual
Report on Form 10-KSB,  that the Company's  disclosure  controls and  procedures
have  functioned  effectively  so as to  provide  the  officer  the  information
necessary whether:

          (i) this Annual Report on Form 10-KSB contains any untrue statement of
     a material  fact or omits 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 on Form 10-KSB, and

          (ii)  the  financial  statements,   and  other  financial  information
     included  in this  Annual  Report on Form 10- KSB,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the Company as of, and for,  the periods  presented in this Annual
     Report on Form 10-KSB.

     There have been no significant  changes in the Company's  internal controls
or in other  factors  since the date of the current sole officer and  director's
evaluation that could  significantly  affect these internal controls,  including
any  corrective  actions with regards to significant  deficiencies  and material
weaknesses.



                                    PART III


ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS, COMPLIANCE
        WITH SECTION 16(a) OF THE EXCHANGE ACT

     The  following  persons are the  directors  and  executive  officers of the
Company as of March 31, 2004. All directors are elected by the  shareholders  to
serve until the next meeting of shareholders or until their  successors are duly
elected and  qualified.  Officers are elected by the Board of Directors to serve
at the pleasure of the Board.


       Name                   Age            Position (1)
------------------------------------------------------------------------
Calvin S. Shoemaker            63         President/Chief Executive
                                          Officer/Director

Melvin T. Goldberger           84         Treasurer/Director

Gary S. Spirer                 59         Director

David H. Peipers               47         Director

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

(1)  On March 31, 2004, the Company's  existing Board of Directors  ratified and
     approved by unanimous  written  consent the appointment of F. Peter Brewer,
     President of Starliner,  as an additional  Director of the Company to serve
     until the next meeting of the  shareholders at which Directors are elected.




                                       22
<PAGE>



     Immediately  after the  appointment of F. Peter Brewer as a Director of the
     Company, the remaining directors and/or officers of the Company,  Calvin S.
     Shoemaker,  Melvin T. Goldberger,  Gary S. Spirer and David H. Peipers, all
     tendered their  resignations,  which the Company then accepted.  Mr. Brewer
     now serves as the sole Officer and Director of the Company.

Family Relationships

     There are no family  relationships  between or among the executive officers
and directors of the Company.

Business Experience

     Calvin S. Shoemaker - Mr. Shoemaker has been an officer and director of the
Company since May 1993. Mr.  Shoemaker was a founder and President of Flashpoint
Computer Corp. from 1986 through 1993. Mr.  Shoemaker was with Northridge  Corp.
from 1984 through 1986;  Vice  President of Sales and Marketing of Timeplex from
1983 through 1984 and Vice  President of Sales and  Marketing  for Gould Inc/SEL
Computer  Systems from 1971 through  1983.  Mr.  Shoemaker  earned a Bachelor of
Science degree from Randolph Macon College.

     Melvin T.  Goldberger - Mr.  Goldberger  has been an officer of the Company
since July 1993 and a director  since  January  1994.  Mr.  Goldberger  has been
President of Seventh Investment Bancing Corp. since 1972 to date and is also the
President of MTG Development  Inc. From 1968 through 1971 he was Chairman of the
Board of Vector Company.  Mr.  Goldberger is presently  Chairman of the Board of
Mae Volen Senior  Citizen  Center.  He is also Lifetime  Honorary  Treasurer and
Board Member of the Florida  Philharmonic  Orchestra.  Mr.  Goldberger  earned a
Bachelor of Science degree from Ohio State University.

     Gary S. Spirer - Mr. Spirer was elected as a director of the Company on May
13, 1993.  Prior to that date, he served as a member of the  Company's  Advisory
Board.  Mr.  Spirer is President of Capital  Hill Group,  Inc.  since 1981 which
provides  consulting  services to the Company.  Mr. Spirer holds a B.A. from New
York University  where he graduated  Magna Cum Laude and Phi Beta Kappa,  and he
holds an M.B.A. from Columbia University.

     David H. Peipers - Mr.  Peipers was elected as a director of the Company on
May 13, 1993.  Among other  activities,  Mr.  Peipers is President of Thorn Tree
Management, LLC, an investment firm dealing with securities and venture capital.
He also has been a  general  partner  of the  Winsome  Limited  Partnership  and
Cornerhouse  Limited  Partnership,  which  make  long  term  investments  in the
securities of both public and private  companies,  since 1989. Until its sale to
Liz Claiborne  Inc. in 1999,  Mr.  Peipers served as chairman of Segrets Inc., a
women's sportswear  manufacturer selling primarily under the label Sigrid Olsen.
Mr. Peipers holds an A.B. from Harvard University (1978) and a J.D. from Harvard
Law School (1981).

     F. Peter Brewer, age 62, has served as the sole Officer and Director of the
Company  since  April  2004.  In March  2004,  Mr Brewer  was  appointed  as the
President  and  Chief  Executive  Officer  and in April  2004 as a  Director  of
Starliner Systems Inc., the majority  shareholder of the Company.  Over the past
35 years, Mr. Brewer has specialized in complex financial engineering to provide
finance in appropriate  forms for projects  primarily related to the real estate
development and transportation,  chemical and energy related industries. Through
a series of corporate  structures,  the latest of which is the Georgian Group of
Companies,  he has provided debt and equity finance, long term secured loans for
construction,  purchase,  operation of real estate projects,  aircraft, chemical
plants  and oil  related  businesses,  commercial  ships  and  specific  project
finance. This has included conventional and non-conventional  funding, on or off
balance sheet, using bespoke underwriting packages and/or the creation, delivery
or acceptance of appropriate financial instruments.  Mr. Brewer attended Salford
University  in the  United  Kingdom  where he took  courses  in  automotive  and
aeronautical engineering and qualified as a certified mechanic and in management
accountancy.




                                       23
<PAGE>



Compliance with Section 16(A) of the Securities Exchange Act of 1934

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive  officers,  and persons who own more than ten percent of
the Company's outstanding Common Stock, to file with the Securities and Exchange
Commission  ("SEC")  initial  reports  of  ownership  and  reports of changes in
ownership  of Common  Stock.  Such  persons are  required by SEC  regulation  to
furnish the Company with copies of all such reports they file.

     To the Company's knowledge,  based solely on a review of the copies of such
reports  furnished  to the  Company  and  written  representation  that no other
reports were required,  all Section 16(a) filing requirements  applicable to its
officers,  directors  and greater than ten percent  beneficial  owners have been
complied with.


ITEM 10.  EXECUTIVE COMPENSATION.

     The following  tables set forth executive  compensation  for the last three
fiscal years,  stock awards and stock option values for the fiscal 2004.  Annual
Compensation

                                                 Other Annual
Name and            Fiscal    Salary     Bonus    Compensa-
Position             Year       ($)       ($)     tion ($)
----------------   -------   -------      -----   --------
Calvin Shoemaker     2002     49,869      2,233       0
President/Chief      2003     39,560          0       0
Executive Officer    2004     13,440          0       0

All executive
Officers as a        2002     49,869      2,233       0
Group (one           2003     39,560          0       0
Person )             2004     13,440          0       0


                               Long Term Compensation

                               Awards           Payouts
                   Restricted                             All
                     Stock        Options/     LTIP     Other
Name and            Awards         SARs      Payouts  Compensa-
Position          (# Shares)(1)     (#)(2)     ($)     tion $)
----------------   ----------     -------     -----   --------
Calvin Shoemaker        0             0        0          0
President/Chief         0             0        0          0
Executive Officer       0             0        0          0

All Executive
Officers as a           0             0        0          0
Group (one              0             0        0          0
Person)                 0             0        0          0

(1)  In July 1997, the Company filed a registration  statement on Form S-8, with
     the Securities and Exchange  Commission,  to register  1,400,000  shares of
     Common  Stock which may be  purchased  pursuant to the  exercise of options
     under the 1995  Option  Plan.  Accordingly  restricted  stock  awards  were
     reclassified as options in fiscal 1998.

(2)  In  December  1999,  shareholders  owning  a  majorit  in  interest  of the
     Company's  stock  approved an amendment to the Company's  1995 Stock Option
     Plan to increase  the number of shares of Common  Stock which may be issued
     upon the  exercise of options  granted  through the Plan from  1,400,000 to
     3,700,000.  Any and all such options have since been  cancelled,  effective
     April 1, 2004, by agreement of the option holder as a part of the March 31,
     2004 change of control.




                                       24
<PAGE>



     In February 2000,  the Company filed a  registration  statement on Form S-8
with  the  Securities  and  Exchange  Commission,  to  register  the  additional
2,300,000 shares of Common Stock which may be purchased pursuant to the exercise
of options under the 1995 Option Plan.


<TABLE>
<CAPTION>
                       Option/SAR Grants in Fiscal 2004
                                Individual Grants
                   ------------------------------------------
                         Number of Securities    % of Total Options/
                         Underlying Options/     SARs Granted to         Exercise or Base Price   Expiration
Name                     SARs Granted (#) (1)    Employees in Fiscal Year($/SH)                   Date
-----------------------  ----------------------- ----------------------- -----------------------  ----------------------
<S>                           <C>                       <C>
Calvin Shoemaker
President/Chief                   0                         0
Executive Officer
-----------------------
(1)      No options were granted to Executive Officers in fiscal 2004.
</TABLE>



<TABLE>
<CAPTION>
                 Aggregated Option/SAR Exercises in Fiscal 2004
                      And March 31, 2004 Option/SAR Values
                   ------------------------------------------
                                                                         Number of                Value of
                                                                         Securities               Unexercised
                                                                         Underlying               In-the-Money
                                                                         Unexercised              Options/
                                                                         Options/SARs at          SARs at March 31,
                                                                         March 31, 2004(#)        2004 ($)
                         Shares Acquired         Value                   Exercisable/             Exercisable/
Name                      on Exercise (#)        Realized                Unexercisable (1)        Unexercisable
-----------------------  ----------------------- ----------------------- -----------------------  -----------------
<S>                           <C>                       <C>                <C>                          <C>
Calvin Shoemaker              0                         0                  600,000/600,000              0/0
President/Chief
Executive Officer
-----------------------
(1)  Any and all such  options  have since been  cancelled,  effective  April 1,
     2004,  by  agreement  of the option  holder as a part of the March 31, 2004
     change of control.
</TABLE>


Compensation of Directors

     The Company has no standard  arrangements for compensating the directors of
the Company for their attendance at meetings of the Board of Directors.


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

     Beneficial  Ownership is  determined  in  accordance  with the rules of the
Securities and Exchange  Commission and generally  includes voting or investment
power with respect to  securities.  The following  table sets forth Common Stock
ownership  information  as of the date of this filing  with  respect to (i) each
person known to us to be the beneficial  owner of more than 5% of our issued and
outstanding Common Stock; (ii) each of our directors and executive officers; and
(iii) all of our directors and executive  officers as a group.  Unless otherwise
indicated, the business address of each person listed is 500 Australian Ave. S.,
Suite 619, West Palm Beach, FL 33401.




                                       25
<PAGE>



Name and Address of             Title of     Amount and Nature of   Percent of
Beneficial Owner                 Class        Beneficial Owner         Class
--------------------------------------------------------------------------------
Starliner Systems Inc.          Common          14,870,920(3)          75.7%

Starliner Systems Inc.         Preferred           211,034(3)          53.3%
                               Series B (1)

Starliner Systems Inc.         Preferred               793(3)           100%
                               Series D (2)

F. Peter Brewer                   N/A                    0(3)             0%
--------------------------------------------------------------------------------
All officers and directors
as a group (1 person)             N/A                    0                0%

(1)  The shares of Series B Preferred Stock have one vote per share.
(2)  The 793 shares of Series D Preferred Stock have 1000 votes per share.
(3)  Starliner  Systems  Inc.  is wholly  owned by  Peabody  Ltd.,  a  Mauritius
     company, which is beneficially owned by Mercedes Travis, spouse of F. Peter
     Brewer. By virtue of this relationship, Mr. Brewer may be deemed a "control
     person" of either  Starliner  Systems Inc.  and/or Peabody Ltd. or both. In
     the  event  Mr.  Brewer  is  deemed a  control  person  in  either of these
     entities, he may be deemed to beneficially own or control the shares of the
     Company owned by that entity.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     None.


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

     (a) The exhibits  required to be filed  herewith by Item 601 of  Regulation
S-B, as described in the following index of exhibits, are incorporated herein by
reference, as follows:

Exhibit #       Description of Exhibit

2.1       Stock  Purchase  Agreement  between  Starliner  Systems,  Inc.  and SK
          Technologies  Corporation  dated March 31, 2004,  filed in conjunction
          with the Company's  Current  Report on Form 8-K/A,  filed on April 26,
          2004.

3.1       Certificate of Incorporation,  as amended, through September 19, 1992,
          is incorporated  herein by reference to the Registration  Statement on
          Form S-18,  File No.  33-27977-A,  as declared  effective  on July 10,
          1989, as amended by Post-Effective  Amendment No. 1 declared effective
          on September  12, 1990, as amended by  Post-Effective  Amendment No. 2
          declared   effective   on  November   15,  1991   (collectively,   the
          "Registration  Statement"),  the  Annual  Report  on Form 10-K for the
          fiscal year ended March 31, 1990, File No. 0-18184 filed June 29, 1990
          2("1990 10-K"), and the Annual Report on Form 10-K for the fiscal year
          ended March 31, 1991,  File No. 0-18184 filed July 13, 1991 ("1991 10-
          K").





                                       26
<PAGE>



3.2       Amended   Certificate  of   Designation   of  Preferences   Right  and
          Limitations dated November 1, 1991 is incorporated herein by reference
          to the  Registration  Statement  on Form  S-1,  as  amended,  File No.
          33-44402,  declared effective by the Commission on May 15, 1992 ("Form
          S-1").

3.3       The Bylaws are  incorporated  herein by reference to the  Registration
          Statement.

3.4       Certificate  of Amendment of the  Certificate Of  Incorporation  dated
          November 4, 1996 is  incorporated  herein by reference to schedule 14C
          filed on November 5, 1996.

4.1       Warrant  Agreement  between  the  Registrant  and  Interwest  Transfer
          Company is incorporated herein by reference to the 1990 10-KSB.

4.2       Certificates  of  Designations,  Preferences  Rights and Limitations -
          Series B Convertible  Redeemable  Preferred  Stock dated  February 17,
          1993 and amended April 14, 1993 is incorporated herein by reference to
          the 1993 10-KSB.

4.3       Amended   Certificate  of   Designation  of  Preferences   Rights  and
          Limitations  Series B  Convertible  Redeemable  Preferred  Stock dated
          March 23, 1993 is incorporated by reference to the 1993 10-KSB.

4.4       Certificate  of  Designation  of  Preferences  Rights and  Limitations
          Series  D  Redeemable   Preferred  Stock  is  incorporated  herein  by
          reference to the 2000 10-KSB.

10.1      May 13, 1993 Financial Consulting Agreement between the Registrant and
          Capital  Hill  Group,  Inc.  ("Financial   Consulting  Agreement")  is
          incorporated herein by reference to the 1991 10-KSB.

10.2      Amendment  to  Financial  Consulting  Agreement  dated May 13, 1993 is
          incorporated herein by reference to the 1993 10-KSB.

10.4      Finder's Agreement between the Registrant and Capital Hill Group, Inc.
          ("Finder's Agreement") is incorporated by reference to the 1991 10-K.

10.5      Amendment to Finder's Agreement, dated May 13, 1993 is incorporated by
          reference to the 1993 10-KSB.

10.9      Solution Provider  agreement between NC Corporation and the Registrant
          dated February 7, 1994 is incorporated herein by reference to the 1994
          10-KSB.

10.11     Consulting  Agreement  between the Company  and C.  Shelton  James and
          Fundamental Management Corporation, dated May 13, 1993 is incorporated
          herein by reference to the 1993 10-KSB.

10.12     Promissory  Note dated  November 7, 1992 as amended  March 9, 1993 and
          April 7, 1993,  with Baron  Coleman as Holder and the Company as Maker
          is incorporated herein by reference to the 1993 10-KSB.

10.16     SK  Technologies   Corporation  Amended  1995  Stock  Option  Plan  is
          incorporated herein by reference to the Form S-8 filed on February 14,
          2000.

21.       Subsidiaries  of the  Registrant is  incorporated  by reference to the
          1991 10-K.

22.       Information Statement sent on December 16, 2000 to notify shareholders
          of the  Company's  intention to amend its 1995 Stock  Option Plan,  to
          increase the number of shares of Common Stock which may be issued upon
          the exercise of options  granted  through the Plan,  from 1,400,000 to
          3,700,000 is herein incorporated by reference to Schedule 14c filed on
          December 17, 1999.




                                       27
<PAGE>



31.1 *    Certification  pursuant  to Section 302 of the  Sarbanes-Oxley  Act of
          2002.

32.1 *    Certification  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of
          2002.
    -------------------------------

*    Filed herewith.

     (b) Reports on Form 8-K

     On April 9, 2004, the Company filed a report on Form 8-K reporting a change
in control.  The report was  subsequently  amended on April 26, 2004 in order to
include a copy of the Stock Purchase Agreement between Starliner  Systems,  Inc.
and the Company, dated March 31, 2004, as an exhibit.


ITEM 14.          PRINCIPAL ACCOUNTANT FEES AND SERVICES

     The  Company  paid or accrued the  following  fees in each of the prior two
fiscal years to its principal accountant, Berkovits, Lago & Company, LLP of Fort
Lauderdale, Florida.

                                              Year Ended
                                               March 31,
                            ------------------------------------------
                                      2004                 2003
                            ------------------------------------------
Audit Fees                          $ 5,000               $ 6,000
Audit-Related Fees                    2,600                 3,600
Tax Fees                                  -                     -
All Other Fees                            -                     -

Total                               $ 7,600               $ 9,600
----------------------------------------------------------------------

     "Audit Fees"  consisted of fees billed for services  rendered for the audit
of the Company's  annual  financial  statements  and for review of the financial
statements included in the Company's quarterly reports on Form 10-QSB.

     Berkovits,  Lago & Company,  LLP did not perform any non-audit services for
the  Company in either the fiscal  year ended  March 31, 2004 or the fiscal year
ended March 31, 2003.

     Financial Information System Design and Implementation.  Berkovits,  Lago &
Company,  LLP did not  charge the  Company  any fees for  financial  information
system design and implementation fees.

     The Company has no formal  audit  committee.  However,  the entire Board of
Directors (the "Board") is the Company's defacto audit committee.

     In discharging its oversight  responsibility  as to the audit process,  the
Board  obtained  from  the  independent  auditors  a  formal  written  statement
describing  all  relationships  between the  auditors and the Company that might
bear on the auditors'  independence as required by Independence  Standards Board
Standard No. 1,  "Independence  Discussions  with Audit  Committees."  The Board
discussed with the auditors any relationships  that may impact their objectivity
and independence, including fees for non-audit services, and satisfied itself as
to the auditors'  independence.  The Board also discussed with  management,  the
internal  auditors and the independent  auditors the quality and adequacy of the
Company's  internal controls.  The Board reviewed with the independent  auditors
their management letter on internal controls.

     The Board discussed and reviewed with the independent  auditors all matters
required to be discussed by auditing standards  generally accepted in the United
States of America,  including those described in Statement on Auditing Standards
No. 61, as amended, "Communication with Audit Committees".




                                       28
<PAGE>



     The Board  reviewed the audited  consolidated  financial  statements of the
Company as of and for the year ended March 31,  2004,  with  management  and the
independent  auditors.  Management has the responsibility for the preparation of
the  Company's  financial  statements  and the  independent  auditors  have  the
responsibility for the examination of those statements.

     Based on the  above-mentioned  review and discussions  with the independent
auditors and management,  the Board of Directors  approved the Company's audited
consolidated  financial  statements and recommended that they be included in its
Annual Report on Form 10-KSB for the year ended March 31, 2004,  for filing with
the   Securities   and  Exchange   Commission.   The  Board  also  approved  the
reappointment of Berkovits, Lago & Company, LLP as independent auditors.

     The Company's principal accountant, Berkovits, Lago & Company, LLP, did not
engage  any  other  persons  or  firms  other  than the  principal  accountant's
full-time, permanent employees.




                                   SIGNATURES

     In accordance  with Section 13 of the Securities  Exchange Act of 1934, the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.


                           SK TECHNOLOGIES CORPORATION
                             A Delaware Corporation




By:/s/ F. Peter Brewer
--------------------------------
F. Peter Brewer, Sole Officer and Director

Date: May 17, 2004



     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 on
the dates indicated.




Signature                Title                            Date
---------                -----                            ----

/s/ F. Peter Brewer
--------------------
F. Peter Brewer          Sole Officer and Director        May 17, 2004




                                       29