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, 2002

     [ ]  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.)

P.O. Box 8627 Deerfield Beach, FL                      33443
(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.

      $139,613

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

     The aggregate market value of the voting stock held by non-affiliates
of the Registrant at June 21, 2002 was $11,701.

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

     As of June 21, 2002, 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 2002 and 2001
were approximately $16,000 and $28,000, respectively.  The
Company capitalized development costs of approximately $77,000,
and $173,000 during fiscal 2002 and 2001, 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 vacated their facilities at 500 Fairway Drive,
Suite 104, Deerfield Beach, Florida on October 19, 2001.
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, 2000 -
 June 30, 2000                     $ 0.45          $ 0.13

July 1, 2000 -
 September 30, 2000                $ 0.15          $ 0.09

October 1, 2000 -
 December 31, 2000                 $ 0.12          $ 0.06

January 1, 2001 -
 March 31, 2001                    $ 0.09          $ 0.06

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 21, 2002                     $ 0.002         $ 0.002


                                 4
<PAGE>
     On June 21, 2002, the closing bid price on the OTC Bulletin
Board of the Common Stock was $.003.

     As of June 21, 2002, 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

     On September 24, 2001 the Board of Directors decided to
commence an orderly shutdown of operations immediately.  The
Company vacated their facilities at 500 Fairway Drive, Suite
104, Deerfield Beach, Florida on October 19, 2001.  Management
of the Company does not have any future plans to open a new
facility.  The only revenue source for the Company in the near
future will be the licensing fees from the License Agreement
with Synchronics, as mentioned in Note 1.

     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
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 $854,727 for the fiscal year
ended March 31, 2002. The Company's cash decreased from $23,042
at March 31, 2001 to $9,630 at March 31, 2002.  The working
capital deficiency increased from $(1,188,080) at March 31, 2001
to $(2,042,807) at March 31, 2002.  The increase in the working
capital deficiency was mainly due to the receipt of loans
totaling $318,000 during fiscal 2002 from one
shareholder/director of the Company and the accrued interest, on

                                5
<PAGE>
the loans from this shareholder/director, of $53,405 during
fiscal 2002.

     During the fiscal year ended March 31, 2002, one
shareholder/director of the Company provided funding to the
Company in the amount of $318,000 for notes payable on demand at
interest rate of 8% annum.

     As of June 21, 2002, one shareholder/director has provided
funding to the Company in the amount of $16,500 for cash
deficiencies in the fiscal 2003.  There is no guarantee or
commitment that the shareholder/director will provide additional
funding to meet actual cash deficiencies for the remainder of
fiscal 2003.

     At March 31, 2002 and 2001, the Company's capitalized
expenditures for development were $0 and $740,673 respectively;
accumulated amortization was $0 and $287,246 at March 31, 2002
and 2001, respectively. The Company capitalized development
costs of $76,654 and $172,814 during fiscal 2002 and 2001,
respectively.  During the fiscal year ended March 31, 2002, the
Company incurred impairment losses on all capitalized
development cost. The Company does not anticipate incurring any
development costs for fiscal 2003 as compared to fiscal 2002.

Results of Operations

     For the years ended March 31, 2002 and 2001, the Company
reported a net loss of $854,727 and $765,650. Revenues from
equipment and software sales and support were $139,613 and
$477,201 for fiscal 2002 and 2001, respectively.

     Amortization of software development costs was $46,125 and
$101,290 for fiscal 2002 and 2001, respectively.  In addition,
the Company incurred and expensed, research and development
costs of $15,552 and $28,173 for fiscal 2002 and 2001,
respectively, to maintain and improve the existing versions of
StoreKare products.

     Total selling, general and administrative expenses for
fiscal 2002 decreased about 58% from fiscal 2001.  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

                               6
<PAGE>
dramatically during fiscal 2003 as the Company continues to shut
down operations.

     The Company incurred interest expense of $91,088 and
$49,432 during fiscal 2002 and 2001, respectively.  Interest
expense was incurred on loans from shareholders/directors and
their related entities of $53,405 and $8,770 during fiscal 2002
and 2001, 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, 2002                                  F-2-3

     Consolidated Statements of Operations
          Years Ended March 31, 2002 and 2001             F-4

     Consolidated Statements of Capital Deficiency
          Years Ended March 31, 2002 and 2001             F-5

     Consolidated Statements of Cash Flows
          Years Ended March 31, 2002 and 2001             F-6

     Notes to Consolidated Financial Statements
          March 31, 2002 and 2001                         F-7-17














                               8
<PAGE>
               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, 2002, and the related consolidated statements of
operations, capital deficiency, and cash flows for each of the
two years in the period ended March 31, 2002.  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 audit in accordance with auditing standards
generally accepted in the United States of America.  Those
standards require that we plan and perform the audit 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 audit provides 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, 2002, and the consolidated
results of its operations and its cash flows for each of the two
years in the period ended March 31, 2002, 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
June 28, 2002
Fort Lauderdale, Florida

                              F-1
<PAGE>
            SK TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEET
                           MARCH 31, 2002

                               ASSETS



Current Assets:
  Cash                                               $    9,630

                                                     ----------
                                                     $    9,630
                                                     ==========

























                  (Continued on following page.)

                              F-2
<PAGE>
            SK TECHNOLOGIES CORPORATION AND SUBSIDIARIES
                CONSOLIDATED BALANCE SHEET (CONT'D)
                           MARCH 31, 2002


                 LIABILITIES AND CAPITAL DEFICIENCY


Current Liabilities:
  Accounts payable                                   $    4,798
  Accrued expenses                                       49,355
  Due to shareholders/officers/directors                869,383
  Current portion of notes payable to shareholder        12,000
  Loans payable to shareholder/director                 748,000
  License Agreement Deposit                               7,901
                                                     ----------
    Total Current Liabilities                         1,691,437

Notes payable to shareholder, less current portion      361,000

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                               (15,903,585)
                                                     ----------
    Capital Deficiency                               (2,042,807)
                                                     ----------
                                                     $    9,630
                                                     ==========






  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, 2002 AND 2001

                                                  2002              2001

Revenues:
  Equipment, software sales and
    support                                 $   139,613       $   477,201

Cost of Revenues:
  Cost of equipment sold                          4,454            73,211
  Amortization of software
    development costs                            46,125           101,290
  Research and development expense               15,552            28,173
                                            -----------       -----------
                                                 66,131           202,674
                                            -----------       -----------
                                                 73,482           274,527
Selling, General and Administrative
Expenses:
  Compensation and payroll taxes                237,123           708,350
  Other selling, general and
    administrative expenses                     180,042           282,894
                                            -----------       -----------
                                                417,165           991,244
                                            -----------       -----------
Operating Loss                                 (343,683)         (716,717)

Other (Expenses) Income:
  Impairment Losses                            (495,794)                -
  Interest expense                              (91,088)          (49,432)
  Other, net                                     75,838              499
                                            -----------       -----------
    Total Other Expenses                       (511,044)          (48,933)
                                            -----------       -----------
Net Loss                                      $(854,727)       $ (765,650)
                                              ==========        ==========
Basic Loss Per Common Share                  $    (0.04)       $    (0.04)
                                              ==========        ==========
Diluted Loss Per Common Share                $    (0.04)       $    (0.04)
                                              ==========        ==========
Weighted Average Number of
  Common Shares Outstanding                   19,664,494        19,164,676
                                              ==========        ==========

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, 2002 AND 2001

                         Series D        Series B
                     Preferred Stock  Preferred Stock      Common Stock
                     Shares  Amount   Shares   Amount    Shares    Amount
Balance at
  March 31, 2000        793    $  1   396,066    $396  18,277,827  $18,278

Issuance of
  Common Stock            -       -         -       -   1,366,667    1,366

Net loss                  -       -         -       -           -        -
                       ____    ____   _______    ____  __________  _______
Balance at
  March 31, 2001        793       1   396,066     396  19,644,494   19,644

Issuance of
  Common Stock            -       -         -       -           -        -

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
















                           Additional
                            Paid-In         Accumulated        Capital
                            Capital           Deficit         Deficiency

Balance at
  March 31, 2000          $13,432,103      $(14,283,208)       $(832,430)

Issuance of
  Common Stock                408,634                 -          410,000

Net loss                            -          (765,650)        (765,650)
                          ___________      _____________     ____________
Balance at
  March 31, 2001           13,840,737       (15,048,858)      (1,188,080)

Issuance of
  Common Stock                      -                 -                -

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








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, 2002 AND 2001

                                                    2002           2001
Cash Flows From Operating Activities:
  Net loss                                        $(829,204)   $ (765,650)
  Adjustments to reconcile net (loss) income to
    net cash used in operating activities:
      Depreciation                                   12,394        22,379
      Amortization                                   46,125       101,290
      Disposal of fixed assets                            -           318
 Changes in operating assets and liabilities:
      Trade accounts receivable                       3,206         5,061
      Inventories                                     7,879         1,831
      Accounts payable                              (19,579)       (4,029)
      Accrued expenses                              (55,725)      (15,447)
      Due to shareholders/directors                  83,980         8,670
      Deferred income                                (7,806)      (20,462)
      Impairment Losses                             495,794             -
                                                   ---------     ---------
        Net cash (used in) operating activities    (262,936)     (666,039)

Cash Flows From Investing Activities:
  Purchases of property and equipment                     -        (2,458)
  Additions to software development costs           (76,654)     (172,814)
  Net decrease (increase) in other assets            19,811           529
                                                   ---------     ---------
    Net cash (used in) investing activities         (56,843)     (174,743)

Cash Flows from Financing Activities:
  Proceeds from loans from shareholders/directors   318,000       430,000
  Principal payments on capital lease obligations    (8,633)      (11,707)
  Principal payments on note payable to shareholder  (3,000)      (12,000)
  Proceeds from issuance of Common Stock                  -       410,000
                                                    --------      --------
      Net cash provided by financing activities     306,367       816,293
                                                    -------       --------
      (Decrease) increase in cash                   (13,412)      (24,489)

Cash at beginning of year                            23,042        47,531
                                                    --------      --------
Cash at end of year                                   9,630       $23,042
                                                    ========      ========
Supplemental disclosure of cash flow information:
  Cash paid for interest                            $18,679       $40,762
                                                    ========      ========

                                   F-6
<PAGE>

           SK TECHNOLOGIES CORPORATION AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      MARCH 31, 2002 AND 2001

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"), is engaged in
licensing retail store management software for the specialty
retail industry.  The Company's StoreKare product family is 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 recognizes
revenue from software sales upon delivery, when the fees are
fixed and determinable and collectibility of the proceeds is
probable.  For arrangements with multiple elements, revenues are
allocated to the various elements based on the separate prices
as stated in the contract.  Revenue is recognized for each
element when the above requirements for revenue recognition
exist.  Equipment sales revenue is recognized upon shipment.

     Maintenance and support revenues are 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, 2002 AND 2001

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, 2002 AND 2001

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 $32,991 during
fiscal year 2002, as reflected on the Statement of Operations.
At March 31, 2002 the Balance Sheet reflects a License Agreement
Deposit of $7,901 from this Agreement.  The Company also
incurred Impairment Losses $495,794 as a result of the Agreement
during fiscal year 2002 as reflected on the Statement of
Operations and the Statement of Cash Flows.

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

                               F-9
<PAGE>
           SK TECHNOLOGIES CORPORATION AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      MARCH 31, 2002 AND 2001

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
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

                              F-10
<PAGE>
           SK TECHNOLOGIES CORPORATION AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      MARCH 31, 2002 AND 2001

and liabilities and are measured using the enacted tax rates and
laws that will be in effect when the differences are expected to
reverse.

NOTE 2 -   GOING CONCERN CONSIDERATION

     The Company had a net loss of $854,727 for the fiscal year
ended March 31, 2002 and has a net capital deficiency of
$2,042,807 as of March 31, 2002.  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, 2002
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 2002 a majority shareholder/director provided
funding to the Company in the amount of $318,000 based on the
Company's cash deficiencies from operations.  As of June 21,
2002, one shareholder/director has provided funding to the
Company in the amount of $16,500 for cash deficiencies in the
fiscal 2003.  There is no guarantee or commitment that the
shareholder/director will provide additional funding to meet
actual cash deficiencies for the remainder of fiscal 2003.

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 accounts payable due to shareholders/officers/directors at
March 31, 2002.

     In connection with the Finder's agreement between the
Company and CHG the Company accrued finders fees of $493,000

                               F-11
<PAGE>
           SK TECHNOLOGIES CORPORATION AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      MARCH 31, 2002 AND 2001

through December 1996 which is included in accounts payable due
to shareholders/officers/directors at March 31, 2002.

NOTE 4 -   INCOME TAXES

     For the year ended March 31, 2002 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, 2002 the Company has net operating loss
carryforwards of approximately $14 million that can be used to
offset future taxable income, that expire in the years 2007
through 2022.  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.

NOTE 5 -    STOCK OPTIONS

1990 Company Stock Option Plan

     On April 3, 1990, the Company adopted a Stock Option Plan
(the "1990 Option Plan") for its directors and employees, which
provides for the grant of options to purchase an aggregate
50,000 shares of the Company's Common Stock.  Of this amount,
45,000 shares may be granted as incentive stock options
("ISOs").

     The 1990 Option Plan is intended to qualify as an
"Incentive Stock Option Plan" under Section 422A of the Internal
Revenue Code.  Under the 1990 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 shareholder) and options granted to any one participant
may not exceed $100,000 in aggregate fair market value
(determined at the time the option is granted), per year.
Options must be granted within ten (10) years from the adoption

                               F-12
<PAGE>
           SK TECHNOLOGIES CORPORATION AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      MARCH 31, 2002 AND 2001

of the 1990 Option Plan and exercised within ten (10) years from
the date of grant.

     As of March 31, 2002, there were 1,600 options outstanding
pursuant to the 1990 Option Plan which were exercisable at
$30.00 per share.

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, 2002, 950,000 options granted
pursuant to this plan are ISOs and 200,000 options granted
pursuant to the plan are NSOs.

                              F-13
<PAGE>
           SK TECHNOLOGIES CORPORATION AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      MARCH 31, 2002 AND 2001

     As of March 31, 2002, there are options for 1,150,000
shares of Common Stock outstanding of which 950,000 are
exercisable.

Other Stock Options

     As of March 31, 2002 other stock options of 25,000 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 2002; risk-free rate of return of 4.38%;
dividend yield of 0.000%; volatility factor of the expected
market price of the Company's Common Stock of 8.76% 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, 2002 AND 2001

Information regarding stock options for the years ended March
31, 2002 and March 31, 2001 is summarized as follows:


                                                Weighted Average
                                  Number of      Exercise Price
                                   Shares           Per Share

Outstanding at March 31, 2000     2,482,100           $ .34
Exercised                                 -           $   -
Expired                                   -           $   -
Forfeited                                 -           $   -
Cancelled                          (508,000)          $   -
Granted                                   -           $   -
                                 ----------
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
                                 ==========
Exercisable at March 31, 2002       951,600           $ .31
                                 ==========
Reserved for future option
  grants at March 31, 2002        2,598,400
                                 ==========




                                F-15
<PAGE>
           SK TECHNOLOGIES CORPORATION AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      MARCH 31, 2002 AND 2001

     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 2002 and 2001 pro forma
information follows:
                                     2002              2001

   Net (Loss) Income              $ (913,744)      $ (913,330)
                                  ==========       ============
   Net (Loss) Income Per
     Common Share                 $     (.05)       $    (.05)
                                  ==========       ============

     The 2002 and 2001 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, 2002
ranged between $.32 and $30.00.

NOTE 7 -   401(K) PROFIT SHARING PLAN

     The Company terminated its 401(K) Profit Sharing Plan (the
"401(K) Plan") effective December 31, 2001.  All employees'
funds have distributed by the end of fiscal 2002.

NOTE 8 -   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 and Cash Equivalents:  The carrying amounts reported in the
consolidated balance sheets for cash and cash equivalents and
restricted cash approximate their fair values.

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.

                             F-16
<PAGE>
           SK TECHNOLOGIES CORPORATION AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      MARCH 31, 2002 AND 2001

     The carrying amounts and fair values of the Company's
significant financial instruments at March 31, 2002 are as
follows:

                                   Carrying
                                    Amount            Fair Value

Cash and cash                      $  9,630            $  9,630
 equivalents

Note payable to shareholder         373,000             373,000

Loan payable to shareholder/
 director                           748,000             748,000













                                   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, 2002.  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            61      President/Chief Executive
                                       Officer/Director

Melvin T. Goldberger           82      Treasurer/Director

Gary S. Spirer                 57      Director

David H. Peipers               45      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 2002.
                                Annual Compensation

                                                 Other Annual
Name and            Fiscal    Salary     Bonus    Compensa-
Position             Year       ($)       ($)     tion ($)

Calvin Shoemaker     2000     75,000     13,072         0
President/Chief      2001     75,000      7,615         0
Executive Officer    2002     49,869      2,233         0

All executive
Officers as a        2000    275,750     40,670         0
Group (two           2001    152,500     13,960         0
persons)             2002     94,581      4,094         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       600,000        0          0
President/Chief             0             0        0          0
Executive Officer           0             0        0          0

All Executive
Officers as a               0     1,240,000        0          0
Group (two                  0             0        0          0
Persons)                    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.

                        11
<PAGE>
(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.

<TABLE>
                                   Option/SAR Grants in Fiscal 2002


                                           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 (#) (1)   Year                  ($/SH)                  Date
<S>                 <C>                    <C>                   <C>                     <C>
Calvin Shoemaker
President/Chief
Executive Officer   0                      0


             (1)  No options were granted to Executive Officers in fiscal 2002.
</TABLE>


<TABLE>
                                Aggregated Option/SAR Exercises in Fiscal 2002
                                      And March 31, 2002 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, 2002(#)   2002 ($)

                        Shares Acquired      Value          Exercisable/        Exercisable/
Name                    on Exercise (#)      Realized       Unexercisable       Unexercisable
<S>                     <C>                  <C>            <C>                 <C>
Calvin Shoemaker
President/Chief
Executive Officer       0                    0              600,000/400,000     0/0
</TABLE>


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

     The following table sets forth, as of June 21, 2002,
certain information regarding the amount and percentage of
Common and Preferred Stock beneficially owned by each person
known by the Company to own more than five percent of its
outstanding Common and Preferred Stock, each director of the
Company and all officers and directors as a group.

                                   Amount of
Name and Address                   Beneficial         Percentage
Beneficial Owner of               Ownership of         of Voting
Identity of Group                 Common Stock        Securities

Calvin S. Shoemaker(4)(6)              80,091            0.38%
P.O. Box 8627
Deerfield Beach, FL 33443

Gary S. Spirer(1)                     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(1)(3)              3,196,064           15.34%
888 Seventh Avenue
New York, NY 10106

Cornerhouse Ltd. Ptshp.(3)          6,217,201           29.84%
David Peipers, G.P.
888 Seventh Avenue
New York, NY 10106

Winsome Ltd. Ptshp(3)               5,982,131           28.71%
David Peipers, G.P.
888 Seventh Avenue
New York, NY 10106

Melvin Goldberger(1)(2)                20,333            0.10%
1599 N.W. 9th Avenue
Boca Raton, FL 33486

                                   13
<PAGE>
Seventh Investment
  Bancing Corp.(2)                     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) (5)            15,744,165           75.57%

____________________________

(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.

(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).

(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.

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

(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.

(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.




                           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, 2002.

     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, 2002.

     During the fiscal year ended March 31, 2002, one
shareholder/director of the Company provided funding to the
Company in the amount of $318,000 for notes payable on demand at
interest rate of 8% annum.


ITEM 13.     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").

                          15
<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-K.

       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-
             K.

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

                              16
<PAGE>
       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
              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, 2002.

                              17
<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:  July 12, 2002         By:  /s/ Calvin S. Shoemaker
                                  Calvin S. Shoemaker, President


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

   Signature                     Title                  Date


/s/ Calvin S. Shoemaker     President/Chief        July 12, 2002
Calvin S. Shoemaker         Executive Officer/
                            Director

/s/ Melvin T. Goldberger    Treasurer/Director/    July 12, 2002
Melvin T. Goldberger        Principal Accounting
                            Officer

David H. Peipers            Director

Gary Spirer                 Director








                                 18