FORM 10-KSB - 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, 2003

     [ ]  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.)

3060 N.E. 42 Street, Fort Lauderdale, FL               33308
(Address of principal executive offices)             (Zip Code)

Issuer's telephone number    (954) 629-2555

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. __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 June 2, 2003 was $23,402.

     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 2, 2003, 19,644,494 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 Products

     The Company has limited operations and is not developing
any new products.

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.

Research and Development

Research and development costs expensed in fiscal 2003 and 2002
were approximately $0 and $16,000, respectively.  The Company
capitalized development costs of approximately $0, and $77,000
during fiscal 2003 and 2002, respectively.

Copyrights and Licenses

     The Company has not sought patent protection for its
products but seeks to maintain its proprietary rights by a
combination of copyright and trade secret protection.  The
Company has obtained statutory copyright protection for its
StoreKare software, as well as federal trademark registration
for its SK Technologies and StoreKare names.

                            2

<PAGE>
Personnel

     The Company currently employs 1 person as an executive
officer. The Company also 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 and believes it has achieved harmonious employee
relations.


ITEM 2.     DESCRIPTION OF PROPERTY:

     The Company currently does not have any facility.
Management of the Company does not have any future plans to open
a new facility.


ITEM 3.     LEGAL PROCEEDINGS

     None


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

     None

                            3

<PAGE>
                             PART II

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

Market Information

     The Company's Common Stock is traded on the OTC Bulletin
Board under the 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, 2001 -
 June 30, 2001                     $ 0.09          $ 0.03

July 1, 2001 -
 September 30, 2001                $ 0.023         $ 0.021

October 1, 2001 -
 December 31, 2001                 $ 0.002         $ 0.001

January 1, 2002 -
 March 31, 2002                    $ 0.005         $ 0.003

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 2, 2003                      $ 0.004         $ 0.003

                            4

<PAGE>
     On June 2, 2003, the closing bid price on the OTC Bulletin
Board of the Common Stock was $.006.

     As of June 2, 2003, Common Stock was held by approximately
500 shareholders of record.

     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

     The proposed share exchange agreement ("Share Exchange
Agreement") between the Company and Aspro Technologies, Ltd.
("Aspro") and Aspro's two principal shareholders was terminated
on or about January 31, 2003 as a result of Aspro's inability to
fulfill all conditions to the Share Exchange Agreement. The
transactions contemplated by the Share Exchange Agreement,
including the acquisition by the Company of all outstanding
shares of Aspro capital stock in exchange for new shares of
Company common stock and the recapitalization plan that was to
have been implemented concurrently with the Exchange, will not
be completed. The transactions were expected to close on or
about November 15, 2002. As previously disclosed in the Form 10-
QSB for the quarter ended September 30, 2002, the Company and
Aspro were negotiating to execute an amendment to the Share
Exchange Agreement extending the termination date to January 31,
2003 but such amendment was never executed by Aspro.

     The Company may continue to pursue other transactions to
enable the Company to continue as a going concern. There is no
guarantee that the Company will be able to find interested or
suitable parties to continue the Company as a going concern

     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.  Such factors include but are not limited to,
significant changes in economic conditions, competition in the

                            5

<PAGE>
Company's markets, changes in technology and the continued
availability of funding from third parties.


Liquidity and Capital Resources

     The Company had a net loss of $140,182 for the fiscal year
ended March 31, 2003. The Company's cash decreased from $9,630
at March 31, 2002 to $4,144 at March 31, 2003.  The working
capital deficiency increased from $(2,042,807) at March 31, 2002
to $(2,182,989) at March 31, 2003.  The increase in the working
capital deficiency was mainly due to the receipt of loans
totaling $55,655 during fiscal 2003 from one
shareholder/director of the Company and the accrued interest, on
the loans from this shareholder/director, of $61,957 during
fiscal 2003.

     During the fiscal year ended March 31, 2003, one
shareholder/director of the Company provided funding to the
Company in the amount of $55,655 for notes payable on demand at
interest rate of 8% annum.

     As of June 2, 2003 one shareholder/director has provided
funding to the Company in the amount of $15,500 for cash
deficiencies in the fiscal 2004.  There is no guarantee or
commitment that the shareholder/director will provide additional
funding to meet actual cash deficiencies for the remainder of
fiscal 2004.

     The Company capitalized development costs of $0 and $76,654
during fiscal 2003 and 2002, respectively.  The Company does not
anticipate incurring any development costs for fiscal 2004.

Results of Operations

     For the years ended March 31, 2003 and 2002, the Company
reported a net loss of $140,182 and $854,727. Revenues from
equipment and software sales and support were $0 and $139,613
for fiscal 2003 and 2002, respectively.

     Amortization of software development costs was $0 and
$46,125 for fiscal 2003 and 2002, respectively.  In addition,
the Company incurred and expensed, research and development
costs of $0 and $15,552 for fiscal 2003 and 2002, respectively,

                            6

<PAGE>
to maintain and improve the existing versions of StoreKare
products.

     Total selling, general and administrative expenses for
fiscal 2003 decreased about 85% from fiscal 2002.  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 decrease
dramatically during fiscal 2004 as the Company continues to shut
down operations.

     The Company incurred interest expense of $98,483 and
$91,088 during fiscal 2003 and 2002, respectively.  Interest
expense was incurred on loans from shareholders/directors and
their related entities of $61,957 and $53,405 during fiscal 2003
and 2002, respectively.

Seasonality

     The Company believes that seasonality does not impact its
current operations.

Inflation

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

                            7

<PAGE>
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, 2003                                  F-2-3

     Consolidated Statements of Operations
          Years Ended March 31, 2003 and 2002             F-4

     Consolidated Statements of Capital Deficiency
          Years Ended March 31, 2003 and 2002             F-5

     Consolidated Statements of Cash Flows
          Years Ended March 31, 2003 and 2002             F-6

     Notes to Consolidated Financial Statements
          March 31, 2003 and 2002                         F-7-17

                            8

<PAGE>
                BERKOVITS, LAGO & COMPANY, LLP
         CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS

               REPORT OF INDEPENDENT AUDITORS

To the Stockholders and Directors
SK Technologies Corporation and its Subsidiaries

We have audited the accompanying consolidated balance sheet of SK
Technologies Corporation and its Subsidiaries ("the Company") as of March
31, 2003, and the related consolidated statements of operations, capital
deficiency, and cash flows for each of the two years in the period ended
March 31, 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 consolidated 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 and its Subsidiaries at March 31,
2003, and the consolidated results of its operations and its cash flows
for each of the two years in the period ended March 31, 2003, in
conformity with accounting principles generally accepted in the United
States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 2 to the
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 financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

Berkovits, Lago & Company, LLP
Plantation, Florida
June 23, 2003

                                F-1

<PAGE>
            SK TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEET
                           MARCH 31, 2003

                               ASSETS



Current Assets:
  Cash                                               $    4,144

                                                     ----------
                                                     $    4,144
                                                     ==========



                  (Continued on following page.)

                           F-2

<PAGE>
            SK TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                CONSOLIDATED BALANCE SHEET (CONT'D)
                           MARCH 31, 2003


                 LIABILITIES AND CAPITAL DEFICIENCY


Current Liabilities:
  Accounts payable                                   $    4,798
  Accrued expenses                                       33,833
  Due to shareholders/officers/directors                964,866
  Current portion of notes payable to shareholder        12,000
  Loans payable to shareholder/director                 803,655
  License Agreement Deposit                               3,981
                                                     ----------
    Total Current Liabilities                         1,823,133

Notes payable to shareholder, less current portion      364,000

Capital 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, 25,000,000
    shares authorized, 19,644,494 shares
    issued and outstanding                               19,644
  Additional paid-in capital                         13,840,737
  Accumulated deficit                               (16,043,767)
                                                     ----------
    Capital Deficiency                               (2,182,989)
                                                     ----------
                                                     $    4,144
                                                     ==========






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

                           F-3

<PAGE>
               SK TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF OPERATIONS
                    YEARS ENDED MARCH 31, 2003 AND 2002

                                                  2003              2002

Revenues:
  Equipment, software sales and
    support                                 $         -       $   139,613

Cost of Revenues:
  Cost of equipment sold                              -             4,454
  Amortization of software
    development costs                                 -            46,125
  Research and development expense                    -            15,552
                                            -----------       -----------
                                                      -            66,131
                                            -----------       -----------
Gross Profit                                          -            73,482

Selling, General and Administrative
Expenses:
  Compensation and payroll taxes                 43,008           237,123
  Other selling, general and
    administrative expenses                      19,280           180,042
                                            -----------       -----------
                                                 62,288           417,165
                                            -----------       -----------
Operating Loss                                  (62,288)         (343,683)

Other (Expenses) Income:
  Impairment Losses                                   -          (495,794)
  Interest expense                              (98,483)          (91,088)
  Other, net                                     20,589            75,838
                                            -----------       -----------
    Total Other Expenses                        (77,894)         (511,044)
                                            -----------       -----------
Net Loss                                    $  (140,182)      $  (854,727)
                                            ============      ============
Basic Loss Per Common Share                 $     (0.01)      $     (0.04)
                                            ============      ============
Diluted Loss Per Common Share               $     (0.01)      $     (0.04)
                                            ============      ============
Weighted Average Number of
  Common Shares Outstanding                  19,644,494        19,644,494
                                            ============      ============

The accompanying notes are an integral part of the financial statements

                                F-4

<PAGE>
               SK TECHNOLOGIES CORPORATION AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF CAPITAL DEFICIENCY
                   YEARS ENDED MARCH 31, 2003 AND 2002
<TABLE>
<CAPTION>
                         Series D        Series B
                     Preferred Stock  Preferred Stock      Common Stock
                     Shares  Amount   Shares   Amount    Shares    Amount
<S>                    <C>     <C>    <C>        <C>   <C>         <C>
Balance at
  March 31, 2001        793    $  1   396,066    $396  19,644,494  $19,644

Net loss                  -       -         -       -           -        -
                       ____    ____   _______    ____  __________  _______
Balance at
  March 31, 2002        793       1   396,066     396  19,644,494   19,644

Net loss                  -       -         -       -           -        -
                       ____    ____   _______    ____  __________  _______
Balance at
  March 31, 2003        793    $  1   396,066    $396  19,644,494  $19,644
                       ====    ====   =======    ====  ==========  =======
</TABLE>
<TABLE>
<CAPTION>
                           Additional
                            Paid-In         Accumulated        Capital
                            Capital           Deficit         Deficiency
<S>                       <C>              <C>               <C>
Balance at
  March 31, 2001          $13,840,737      $(15,048,858)     $(1,188,080)

Net loss                            -          (854,727)        (854,727)
                          ___________      _____________     ____________
Balance at
  March 31, 2002           13,840,737       (15,903,585)      (2,042,807)

Net loss                            -          (140,182)        (140,182)
                          ___________      _____________     ____________
Balance at
  March 31, 2003          $13,840,737      $(16,043,767)     $(2,182,989)
                          ===========      =============     ============
</TABLE>


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, 2003 AND 2002

                                                    2003           2002
Cash Flows From Operating Activities:
  Net loss                                        $(140,182)   $ (854,727)
  Adjustments to reconcile net (loss) income to
    net cash used in operating activities:
      Depreciation                                        -        12,394
      Amortization                                        -        46,125
 Changes in operating assets and liabilities:
      Trade accounts receivable                           -         3,206
      Inventories                                         -         7,879
      Accounts payable                                    -       (19,579)
      Accrued expenses                                 1145       (30,202)
      Due to shareholders/directors                  78,816        83,980
      Deferred income                                (3,920)       (7,806)
      Impairment Losses                                   -       495,794
                                                   ---------     ---------
        Net cash (used in) operating activities     (64,141)     (262,936)

Cash Flows From Investing Activities:
  Additions to software development costs                 -       (76,654)
  Net decrease (increase) in other assets                 -        19,811
                                                   ---------     ---------
    Net cash (used in) investing activities               -       (56,843)

Cash Flows from Financing Activities:
  Proceeds from loans from shareholders/directors    55,655       318,000
  Principal payments on capital lease obligations         -        (8,633)
  Principal payments on note payable to shareholder   3,000        (3,000)
                                                    --------      --------
      Net cash provided by financing activities      58,655       306,367
                                                    -------       --------
      Decrease in cash                               (5,486)      (13,412)

Cash at beginning of year                             9,630        23,042
                                                    --------      --------
Cash at end of year                                  $4,144        $9,630
                                                    ========      ========
Supplemental disclosure of cash flow information:
  Cash paid for interest                            $     -       $18,679
                                                    ========      ========

                                F-6

<PAGE>
           SK TECHNOLOGIES CORPORATION AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      MARCH 31, 2003 AND 2002

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.

Revenues and Expense Recognition

     In accordance with Statement of Position 97-2, "Software
Revenue Recognition" ("SOP  97-2"), the Company recognized
revenue from software sales upon delivery, when the fees were
fixed and determinable and collectibility of the proceeds is
probable.  For arrangements with multiple elements, revenues
were allocated to the various elements based on the separate
prices as stated in the contract.  Revenue was recognized for
each element when the above requirements for revenue recognition
exist.  Equipment sales revenue was recognized upon shipment.

     Maintenance and support revenues were recognized ratably
over the term of the contract.

Cash and Cash Equivalents

     The Company considers all highly liquid investments with
maturity of three months or less at the date of acquisition to
be cash equivalents.  The concentration of credit risk
associated with cash and cash equivalents is considered low due
to the credit quality of the issuers of the financial
instruments.

                           F-7
<PAGE>
           SK TECHNOLOGIES CORPORATION AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      MARCH 31, 2003 AND 2002

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 Company will receive as consideration for this
Agreement the following:

License and Consulting Fees.  License and Consulting fees shall
be paid as described below:

a) Forty thousand dollars ($40,000) deposit against future
license and consulting fees, payable to Licensor in immediately
available funds upon the execution and delivery of this
Agreement;

b) 50% of all StoreKare product sales shipped by Licensee during
the period September 11, 2001 through June 11, 2003;

c) 30% of all StoreKare to CounterPoint V7 upgrade sales shipped
by Licensee during the period September 11, 2001 through June
11, 2003;

d) 25% of all new CounterPoint V7 software products sold by
Licensee through resellers listed in Schedule 1.1f during the
period September 11, 2001 through June 11, 2003;

e) 20% of all new CounterPoint In Touch V8 software V8 or other
in-store point-of-sale software replacing CounterPoint V7 or
CounterPoint In Touch V8 in excess of $150,000.00 sold by
Licensee through resellers listed in Schedule 1.1f during the
period September 11, 2001 through June 11, 2003;

f) percentage-based license fees are based on Licensees'
StoreKare and CounterPoint V7 software product sales and do not
include payments for subscription services, marketing materials
or other products and services;

                           F-8
<PAGE>
           SK TECHNOLOGIES CORPORATION AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      MARCH 31, 2003 AND 2002

g) license fees shall be paid to Licensor by the 15th of each
month for all software products shipped by Licensee during the
previous calendar month;

h) initial payments will be reduced by the deposit until the
$40,000 is fully consumed;

i) during the term of the license, all pricing for StoreKare
Software shall be at Licensee's sole discretion, but in no event
less than 25% of normal pricing.

     License and consulting fees will be recognized over the
life of the agreement as products are shipped and cash is
received.  The Company recognized license fees of $3,920 during
fiscal year 2003, as reflected in other income on the Statement
of Operations.  At March 31, 2003 the Balance Sheet reflects a
License Agreement Deposit of $3,981 from this Agreement.

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.

Advertising Costs

     The Company expenses all advertising costs as incurred.

Earnings (Loss) Per Common Share

     In 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, Earnings
per Share.  Statement 128 replaced the previously reported
primary and fully diluted earnings per share with basic and
diluted earnings per share.  Unlike primary earnings per share,
basic earnings per share excludes any dilutive effects of
options, warrants, and convertible securities.  Diluted earnings
per share is very similar to the previously reported fully
diluted earnings per share.  All earnings per share amounts for
all periods presented were restated to conform to the Statement

                            F-9
<PAGE>
           SK TECHNOLOGIES CORPORATION AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      MARCH 31, 2003 AND 2002

128 requirements.  Basic and diluted earnings (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 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

     In October 1995, the FASB issued SFAS No. 123, "Accounting
for Stock-Based Compensation," the adoption of which was
required for fiscal years beginning after December 15, 1995.
The new standard encourages companies to use the fair value
method of accounting for issuance of stock options and other
equity instruments.  Under the fair value method, compensation
cost is measured at the grant date based on the fair value of
the award and is recognized over the service period, which is
usually the vesting period.  Pursuant to SFAS No. 123, companies
are also permitted to continue to account for such transactions
under Accounting Principles Board ("APB") Opinion No. 25,
"Accounting for Stock Issued to Employees," but are required to
disclose in a note to the financial statements pro forma net
income and per share amounts as if the Company had applied the
new method of accounting.  Additionally, SFAS No. 123 requires
increased disclosure for stock-based compensation arrangements
regardless of the method chosen to measure and recognize
compensation for employee stock-based arrangements.

     The Company currently accounts for such transactions under
APB 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.

                            F-10

<PAGE>
           SK TECHNOLOGIES CORPORATION AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      MARCH 31, 2003 AND 2002

NOTE 2 -   GOING CONCERN CONSIDERATION

     The Company had a net loss of $140,182 for the fiscal year
ended March 31, 2003 and has a net capital deficiency of
$2,182,989 as of March 31, 2003.  The Company has experienced
losses from operations in the past and continues to experience
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, 2003
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 2003 a majority shareholder/director provided
funding to the Company in the amount of $55,655 based on the
Company's cash deficiencies from operations.  As of June 2,
2003, one shareholder/director has provided funding to the
Company in the amount of $15,500 for cash deficiencies in the
fiscal 2004.  There is no guarantee or commitment that the
shareholder/director will provide additional funding to meet
actual cash deficiencies for the remainder of fiscal 2004.

NOTE 3 -   RELATED PARTY TRANSACTIONS

      Pursuant to a May 1993 Consulting agreement between the
Company and Capital Hill Group Inc. ("CHG"), the Company
incurred consulting fees to CHG of $5,550 per month, for a total
of $236,500 through December 1996 when the agreement terminated.
Of this amount $225,500 has been accrued to date and is included
in due to shareholders/officers/directors at March 31, 2003.

     In connection with the Finder's agreement between the
Company and CHG the Company accrued finders fees of $493,000
through December 1996 which is included in due to
shareholders/officers/directors at March 31, 2003.

                           F-11

<PAGE>
           SK TECHNOLOGIES CORPORATION AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      MARCH 31, 2003 AND 2002

     As of March 31, 2003, loans payable to shareholder/director
total $803,655.  These loans accrue interest at 8% and are
unsecured.

     As of March 31, 2003 notes payable to shareholder totals
$376,000.  These notes accrue interest at 10% and are unsecured.
The current portion is $12,000 and the long term portion is
$364,000.

Maturities of long term notes payable to shareholder are as
follows:

Year ending March 31,
  2004                      $   12,000
  2005                          12,000
  2006                          12,000
  2007                          12,000
  2008                          12,000
  Subsequent to 2008           304,000
                            __________
                            $  364,000
                            ==========

NOTE 4 -   INCOME TAXES

     For the year ended March 31, 2003 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 accounting principles for income taxes.

     At March 31, 2003 the Company has net operating loss
carryforwards of approximately $15 million, that can be used to
offset future taxable income.  These carryforwards expire in the
years 2007 through 2023.  In fiscal 1995, the Company had
ownership changes as defined under Internal Revenue Code Section
382 (Section 382).  As such, the availability to utilize the net
operating losses that existed as of this ownership change is
limited.

                           F-12

<PAGE>
           SK TECHNOLOGIES CORPORATION AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      MARCH 31, 2003 AND 2002

NOTE 5 -    STOCK OPTIONS

1995 Company Stock Option Plan

     In November 1995, the Company adopted the 1995 Option Plan,
reserving 1,400,000 shares of Common Stock which may be
purchased pursuant to the exercise of options granted under this
plan.  This plan was amended in June 1999, as approved by the
Board of Directors and a majority vote of the shareholders of
the Company, to increase the number of shares which may be
purchased pursuant to the exercise of options granted under this
plan to 3,700,000.

     The 1995 Option Plan is also intended to qualify as an
"Incentive Stock Option Plan" under Section 422A of the Internal
Revenue Code.  Under the 1995 Option Plan, ISOs may be granted
at not less than 100 percent of the fair market value of the
Company's Common Stock as determined by the Board of Directors
on the date of grant (110% of fair market value for 10% or
greater shareholders) and options granted to any one participant
may not exceed $100,000 in aggregate fair market value
(determined at the time the ISO is granted), per year.  Options
must be granted within ten (10) years from the adoption of the
1995 Option Plan and exercised within five (5) years from the
date of grant.  The options issued pursuant to the 1995 Option
Plan may be ISOs, options which are not ISOs ("NSOs"), or reload
options, (as defined).  On October 31, 1996 the 1995 Option Plan
was approved by a majority of the shareholders of the Company.
In July 1997 and February 2000, the Company filed registration
statements on Form S-8, with the Securities Exchange Commission,
to register 1,400,000 and 2,300,000 shares of Common Stock which
may be purchased pursuant to the exercise of options under the
1995 Option Plan.  As of March 31, 2003, 1,000,000 options
granted pursuant to this plan are ISOs and 150,000 options
granted pursuant to the plan are NSOs.

     As of March 31, 2003, there are options for 1,150,000
shares of Common Stock outstanding and exercisable.

                            F-13

<PAGE>
           SK TECHNOLOGIES CORPORATION AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      MARCH 31, 2003 AND 2002

Other Stock Options

     As of March 31, 2003 other stock options of 1,600 expired.

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 2003; risk-free rate of return of 2.29%;
dividend yield of 0.000%; volatility factor of the expected
market price of the Company's Common Stock of 5.76% and a
weighted-average expected life of the options of two to five
years.

     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.

                           F-14

<PAGE>
           SK TECHNOLOGIES CORPORATION AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      MARCH 31, 2003 AND 2002

Information regarding stock options for the years ended March
31, 2002 and March 31, 2003 is summarized as follows:

                                                Weighted Average
                                  Number of      Exercise Price
                                   Shares           Per Share

Outstanding at March 31, 2001     1,974,100           $ .35
Exercised                                 -           $   -
Expired                             (25,000)          $   -
Forfeited                                 -           $   -
Cancelled                          (797,500)          $   -
Granted                                   -           $   -
                                 ----------
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
                                 ==========
Exercisable at March 31, 2003     1,150,000           $ .32
                                 ==========
Reserved for future option
  grants at March 31, 2003        2,550,000
                                 ==========

                           F-15

<PAGE>
           SK TECHNOLOGIES CORPORATION AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      MARCH 31, 2003 AND 2002

     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 2003 and 2002 pro forma
information follows:
                                     2003              2002

   Net Loss                       $ (205,870)      $ (913,744)
                                  ==========       ============
   Net Loss Per
     Common Share                 $     (.01)       $    (.05)
                                  ==========       ============

     The 2003 and 2002 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, 2003
is $.32.


NOTE 6 -   FAIR VALUE OF FINANCIAL INSTRUMENTS

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

Cash:  The carrying amount reported in the consolidated balance
sheet for cash approximates the fair value.

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

                           F-16

<PAGE>
           SK TECHNOLOGIES CORPORATION AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      MARCH 31, 2003 AND 2002

     The carrying amounts and fair values of the Company's
significant financial instruments at March 31, 2003 are as
follows:


                                   Carrying
                                    Amount            Fair Value

Cash                               $  4,144            $  4,144


Note payable to shareholder         376,000             376,000

Loan payable to shareholder/
 director                           803,655             803,655

                           F-17

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



                            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, 2003.  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

Calvin S. Shoemaker            62      President/Chief Executive
                                       Officer/Director

Melvin T. Goldberger           83      Treasurer/Director

Gary S. Spirer                 58      Director

David H. Peipers               46      Director

     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

                            9

<PAGE>
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).

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.

                            10

<PAGE>
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 2003.
<TABLE>
                                Annual Compensation
<CAPTION>
                                                 Other Annual
Name and            Fiscal    Salary     Bonus    Compensa-
Position             Year       ($)       ($)     tion ($)
<S>                  <C>      <C>         <C>           <C>
Calvin Shoemaker     2001     75,000      7,615         0
President/Chief      2002     49,869      2,233         0
Executive Officer    2003     39,560          0         0

All executive
Officers as a        2001     75,000      7,615         0
Group (one           2002     49,869      2,233         0
Person )             2003     39,560          0         0
</TABLE>
<TABLE>
                               Long Term Compensation
<CAPTION>
                               Awards           Payouts
                   Restricted                              All
                     Stock        Options/      LTIP     Other
Name and            Awards         SARs       Payouts  Compensa-
Position          (# Shares)(F1)    (#)  (F2)   ($)     tion $)
<S>                         <C>           <C>      <C>        <C>
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
Persons)                    0             0        0          0

<FN>
<F1>
     (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.
</FN>

                            11

<PAGE>
<FN>
<F2>
     (2) In December 1999, shareholders owning a majority 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.

         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.
</FN>
</TABLE>
                Option/SAR Grants in Fiscal 2003

<TABLE>
                                           Individual Grants

<CAPTION>
                                                    % of Total Options/
                         Number of Securities       SARs Granted to
                         Underlying Options/        Employees in Fiscal      Exercise or Base Price      Expiration
Name                     SARs Granted (#) (F1)      Year                     ($/SH)                      Date
<S>                      <C>                        <C>                      <C>                         <C>
Calvin Shoemaker
President/Chief
Executive Officer        0                          0

<FN>
            (1)  No options were granted to Executive Officers in fiscal 2003.
</FN>
</TABLE>


<TABLE>
                       Aggregated Option/SAR Exercises in Fiscal 2003
                            And March 31, 2003 Option/SAR Values

<CAPTION>
                                                              Number of               Value of
                                                              Securities              Unexercised
                                                              Underlying              In-the-Money
                                                              Unexercised             Options/
                                                              Options/SARs at         SARs at March 31,
                                                              March 31, 2003(#)       2003 ($)

                         Shares Acquired       Value          Exercisable/            Exercisable/
Name                     on Exercise (#)       Realized       Unexercisable           Unexercisable
<S>                      <C>                   <C>            <C>                     <C>
Calvin Shoemaker
President/Chief
Executive Officer        0                     0              600,000/600,000         0/0
</TABLE>


                                               12
<PAGE>
ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
             MANAGEMENT:

     The following table sets forth, as of June 2, 2003, 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.
<TABLE>
<CAPTION>
                                   Amount of
Name and Address                   Beneficial         Percentage
Beneficial Owner of               Ownership of         of Voting
Identity of Group                 Common Stock        Securities
<S>                                <C>                  <C>
Calvin S. Shoemaker<F4><F6>            80,091            0.38%
3060 N.E. 42 Street
Fort Lauderdale, FL 33308

Gary S. Spirer<F1>                    106,300            0.51%
50 Main Street
White Plains, NY 10606

Capital Hill Group                      3,945            0.02%
Gary Spirer, President
50 Main Street
White Plains, NY 10606

David H. Peipers<F1><F3>            3,196,064           15.34%
888 Seventh Avenue
New York, NY 10106

Cornerhouse Ltd. Ptshp.<F3>         6,217,201           29.84%
David Peipers, G.P.
888 Seventh Avenue
New York, NY 10106

Winsome Ltd. Ptshp<F3>              5,982,131           28.71%
David Peipers, G.P.
888 Seventh Avenue
New York, NY 10106

Melvin Goldberger<F1><F2>              20,333            0.10%
1599 N.W. 9th Avenue
Boca Raton, FL 33486

                            13

<PAGE>
Seventh Investment
  Bancing Corp.<F2>                    93,760            0.45%
Melvin Goldberger, President
1599 N.W. 9th Avenue
Boca Raton, FL 33486

All Directors and
Executive Officers as
a Group (4 persons) <F5>           15,744,165           75.57%

____________________________
<FN>
<F1>
(1)	Stock options were granted to four directors of the Company
      from August 1996 through January 2000.  Each director
      received options for 50,000 shares of Common Stock at an
      exercise price of $.32 per share.  These are not included
      above.
</FN>
<FN>
<F2>
(2)	Includes 103,060 shares of Common Stock and 11,033 shares
      of Preferred Stock (held by Melvin Goldberger, trustee for
      the Grace Goldberger Trust).
</FN>
<FN>
<F3>
(3)	Includes 14,419,062 shares of Common Stock and 183,334
      shares of Series B Preferred Stock with one vote per share.
      Also includes 793 shares of Series D stock with 1000 votes
      per share and therefore is included as 793,000.
</FN>
<FN>
<F4>
(4)	Includes 63,424 shares of Common Stock and 16,667 shares of
      Preferred Stock.
</FN>
<FN>
<F5>
(5)	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.
</FN>
<FN>
<F6>
(6)	Stock options were granted to Calvin Shoemaker from August
      1996 through June 1999.  Mr. Shoemaker received options for
      1,000,000 shares of Common Stock at an exercise price of
      $.32 per share.  These are not included above.
</FN>
</TABLE>
                            14

<PAGE>
ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:

     Pursuant to a May 1993 Consulting agreement between the
Company and Capital Hill Group Inc. ("CHG"), the Company
incurred consulting fees to CHG of $5,550 per month, for a total
of $236,500 through December 1996 when the agreement terminated.
Of this amount $225,500 has been accrued to date and is included
in accounts payable due to shareholders/officers/directors at
March 31, 2003.

     In connection with the Finder's agreement between the
Company and CHG the Company accrued finders fees of $493,000
through December 1996 which is included in accounts payable due
to shareholders/officers/directors at March 31, 2003.

     During the fiscal year ended March 31, 2003, one
shareholder/director of the Company provided funding to the
Company in the amount of $55,655 for notes payable on demand at
interest rate of 8% annum.


ITEM 13.     CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures.

     Within the 90 days prior to the date of this report, the
Company carried out an evaluation, under the supervision and
with the participation of the Company's management, including
the Company's Chief Executive Officer and Principal Accounting
Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures pursuant to
Exchange Act Rules 13a-14(c) and 15d-14(c). Based upon that
evaluation, the Chief Executive Officer and Principal Accounting
Officer concluded that the Company's disclosure controls and
procedures are effective.

(b) Changes in Internal Controls.

     There were no significant changes in the Company's internal
controls or in other factors that could significantly affect
these internal controls subsequent to the date of our most
recent evaluation.

                            15

<PAGE>
ITEM 14.     EXHIBITS AND REPORTS ON FORM 8-K:

       The following documents are filed as part of this report:

  (a)  Exhibits

       Exhibit # Description of Exhibit

       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").

       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-K.

       4.2	Certificates of Designations, Preferences Rights
            and Limitations - Series B Convertible Redeemable

                            16

<PAGE>
            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-
            K.

      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 NCR
            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

                            17

<PAGE>
            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.

  (b)  Reports on Form 8-K

       The Company did not file any reports on Form 8-K during
       the three months ended March 31, 2003.

                            18

<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
undersigned, thereunto duly authorized.

                             SK TECHNOLOGIES CORPORATION,
                             a Delaware corporation


Date:  June 24, 2003         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        June 24, 2003
Calvin S. Shoemaker         Executive Officer/
                            Director

/s/ Melvin T. Goldberger    Treasurer/Director/    June 24, 2003
Melvin T. Goldberger        Principal Accounting
                            Officer

David H. Peipers            Director

Gary Spirer                 Director

                            19

<PAGE>
                         CERTIFICATIONS


        CERTICICATION OF CHIEF EXECUTIVE OFFICER PURSUANT
                    TO 18 U.S.C. SECTION 1350


I, Calvin Shoemaker, certify that:

1. I have received this annual report on Form 10-KSB of SK
Technologies Corporation.

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 in order 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; and

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 operation and cash flows of SK Technologies
Corporation as of, and for, the periods presented in this annual
report.

4. The registrant's other certifying officer 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 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;

                            20

<PAGE>
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 data
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
indicated 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:  June 24, 2003

/s/  Calvin Shoemaker

Calvin Shoemaker, Chief Executive Officer


                            21

<PAGE>
     CERTICICATION OF PRINCIPAL ACCOUNTING OFFICER PURSUANT
                   TO 18 U.S.C. SECTION 1350



I, Melvin Goldberger, certify  that:

1. I have received this annual report on Form 10-KSB of SK
Technologies Corporation.

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 in order 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; and

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 operation and cash flows of SK Technologies
Corporation 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 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

                            22

<PAGE>
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 data
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
indicated 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:  June 24, 2003

/s/  Melvin Goldberger,

Melvin Goldberger, Principal Accounting Officer

                            23

<PAGE>
                           Exhibit 99.1

                     CERTIFICATION PURSUANT TO
                      18 U.S.C. SECTION 1350
                      AS ADOPTED PURSUANT TO
           SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying annual report of SK
Technologies Corporation, (the "Company") on Form 10-KSB for the
fiscal year ending March 31, 2003, as filed with the Securities
and Exchange commission on the date hereof (the"Report"), I,
Calvin Shoemaker, Chief Executive Officer of the Company,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley  Act  of  2002, to the best
of my knowledge, that:

(1) The Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fully presents, in
all material respects, the financial condition and results of
operations of the Company.



By:  /s/  Calvin Shoemaker

Name:  Calvin Shoemaker

Date:  June 24, 2003

                            24

<PAGE>
                           Exhibit 99.2

                    CERTIFICATION PURSUANT TO
                     18 U.S.C. SECTION 1350
                     AS ADOPTED PURSUANT TO
          SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the accompanying annual report of SK
Technologies Corporation, (the "Company") on Form 10-KSB for the
fiscal year ending March 31, 2003, as filed with the Securities
and Exchange commission on the date hereof (the"Report"), I,
Melvin Goldberger, Principal Accounting Officer of the Company,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley  Act  of  2002, to the best
of my knowledge, that:

(1) The Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fully presents, in
all material respects, the financial condition and results of
operations of the Company.



By:  /s/  Melvin Goldberger

Name: Melvin Goldberger

Date:  June 24, 2003

                            25