<PAGE>   1
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                    QUARTERLY REPORT FOR THE QUARTERLY PERIOD
                              ENDED MARCH 31, 2001

                           COMMISSION FILE NO. 0-28077

                                 GENELINK, INC.
                 ----------------------------------------------
                 (Name of Small Business Issuer in its charter)

            PENNSYLVANIA                                 23-2795613
            ------------                                 ----------
    (State or other jurisdiction of         (I.R.S. Employer Identification No.)
    incorporation or organization)


         100 S. Thurlow Street
          Margate, New Jersey                              08402
          -------------------                              -----
(Address of principal executive offices)                 (Zip Code)

                    ISSUER'S TELEPHONE NUMBER: (609) 823-6991


         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X   No
                                             ---    ---

         APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares
outstanding of each of the issuer's classes of common stock, as of the latest
practicable date.

<TABLE>
<S>                                                     <C>
            Number of Shares of Common Stock
            Outstanding on May 8, 2001                  13,451,723
</TABLE>

         Transitional Small Business Disclosure Format Yes    No X
                                                          ---   ---
<PAGE>   2
                                 GENELINK, INC.


PART I.  FINANCIAL INFORMATION

ITEM 1.  Financial Statements.

         Balance Sheet at March 31, 2001 and March 31, 2000 (unaudited)

         Statement of Income for the three months ended March 31, 2001 and 2000
         (unaudited)

         Statement of Cash Flows for the three months ended March 31, 2001 and
         2000 (unaudited)

         Notes to Financial Statements (unaudited)





                                       2
<PAGE>   3
                                 GENELINK, INC.
                                 BALANCE SHEETS
                             MARCH 31, 2001 AND 2000
                                   (UNAUDITED)


                                     ASSETS


<TABLE>
<CAPTION>
                                            2001              2000
                                         ---------         ---------
<S>                                      <C>               <C>
CURRENT ASSETS
   Cash                                  $     624         $  47,512
   Accounts Receivable                          66             2,285
   Inventory                                10,228            10,720
   Prepaid Expenses                         54,322            36,080
                                         ---------         ---------

TOTAL CURRENT ASSETS                        65,240            96,597
                                         ---------         ---------

FIXED ASSETS
   Office Furniture                          1,154             1,154
   Office Equipment                         16,246            14,126
   Leasehold Improvements                   50,000            50,000
                                         ---------         ---------
                                            67,400            65,280
   Less: Accumulated Depreciation          (17,974)          (15,018)
                                         ---------         ---------

TOTAL FIXED ASSETS                          49,426            50,262
                                         ---------         ---------

OTHER ASSETS
   Deposits                                    840             1,640
     Patent                                  3,229             3,229
                                         ---------         ---------
                                             4,069             4,869
   Less: Accumulated Amortization           (1,193)             (976)
                                         ---------         ---------

TOTAL OTHER ASSETS                           2,876             3,893
                                         ---------         ---------

TOTAL ASSETS                             $ 117,542         $ 150,752
                                         =========         =========
</TABLE>


See accompanying notes to financial statements.


                                       3
<PAGE>   4
                                 GENELINK, INC.
                                 BALANCE SHEETS
                             MARCH 31, 2001 AND 2000
                                   (UNAUDITED)

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


<TABLE>
<CAPTION>
                                                      2000                2001
                                                  -----------         -----------
<S>                                               <C>                 <C>
CURRENT LIABILITIES
   Accounts Payable & Accrued Expenses            $   143,088         $   136,820
   Accrued Payroll Taxes                                8,434              18,968
   Accrued Interest Payable                            32,694              13,865
   Accrued Compensation                               214,861             182,055
   Notes Payable - Current Portion                    480,876             260,183
                                                  -----------         -----------

TOTAL CURRENT LIABILITIES                             879,953             611,891
                                                  -----------         -----------

LONG-TERM LIABILITIES
   Loans Payable Affiliates -
           Net of current portion                      30,500              43,229
                                                  -----------         -----------

STOCKHOLDERS' EQUITY (DEFICIT)
   Common Stock, $.01 par value,
         75,000,000 shares authorized
         13,147,262 and 10,919,262 shares
         issued, 13,051,082 and 10,823,082
         outstanding as of March 31, 2001
         and 2000, respectively                       131,472             109,193
   Treasury Stock, 96,180 shares                     (109,860)           (109,860)
   Additional Paid-in Capital                       4,424,649           3,715,911
   Stock Subscriptions Receivable                    (831,032)           (711,788)
   Stock Warrants                                       7,100                   0
   Deferred Compensation                             (200,000)           (400,000)
  Accumulated Deficit                              (4,215,240)         (3,107,824)
                                                  -----------         -----------

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                 (792,911)           (504,368)
                                                  -----------         -----------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY
(DEFICIT)                                         $   117,542         $   150,752
                                                  ===========         ===========
</TABLE>

See accompanying notes to financial statements.


                                       4
<PAGE>   5
                                 GENELINK, INC.
                            STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                 2001                 2000
                                             ------------         ------------
<S>                                          <C>                  <C>
REVENUE                                      $      5,794         $      9,463

COSTS OF GOOD SOLD                                    609                  853
                                             ------------         ------------

GROSS PROFIT                                        5,185                8,610
                                             ------------         ------------

EXPENSES
  Selling, general and administrative             307,339              279,734
  Consulting                                       18,970               20,870
  Professional fees                                49,651               25,851
  Advertising and promotion                         9,609                3,955
  Amortization and depreciation                     1,006                1,252
                                             ------------         ------------
                                                  386,575              331,662
                                             ------------         ------------

INTEREST EXPENSE                                   12,163               17,927
                                             ------------         ------------

INTEREST INCOME                                       121                   84
                                             ------------         ------------

NET LOSS BEFORE
EXTRAORDINARY ITEM                               (393,432)            (340,895)

EXTRAORDINARY ITEM -
FORGIVENESS OF DEBT                                14,010                    0
                                             ------------         ------------

NET LOSS                                     $   (379,422)        $   (340,895)
                                             ============         ============

NET LOSS PER SHARE BASIC
  AND DILUTED                                $       (.03)        $       (.03)
                                             ------------         ------------
  Weighted average common shares and
  diluted potential common shares              12,982,151           10,745,727
                                             ------------         ------------
</TABLE>

See accompanying notes to financial statements.


                                       5
<PAGE>   6
                                 GENELINK, INC.
                             STATEMENTS OF CASHFLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                       2001              2000
                                                    ---------         ---------
<S>                                                 <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net Loss                                         $(379,422)        $(340,895)
   Adjustments to reconcile net loss
      to net cash used by
      operating activities
      Depreciation and amortization                     1,006             1,252
     Amortization of bond discount                     32,119            10,246
     Fair value of compensation related
        to vested options                             200,000           200,000

    Common Stock issued for services                   19,689            27,900
    (Increase) decrease in assets
          Accounts Receivable                           2,258            (1,178)
          Inventory                                       130               155
          Prepaid expenses                             (7,250)          (23,302)
    Increase (decrease) in liabilities
         Accounts payable & accrued expenses           41,091            41,291
         Accrued payroll taxes                          3,474             1,840
         Accrued interest                               8,912             7,685
         Accrued compensation                          42,543            54,312
                                                    ---------         ---------
   Net cash used by operating activities              (35,450)          (20,694)
                                                    ---------         ---------

CASH FLOWS FROM INVESTING ACTIVITIES

    Decrease in Subscriptions Receivables                   0            (5,500)
                                                    ---------         ---------
</TABLE>

See accompanying notes to financial statements.


                                       6
<PAGE>   7
                                 GENELINK, INC.
                            STATEMENTS OF CASHFLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                       2001            2000
                                                     --------         -------
<S>                                                  <C>              <C>
CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds (repayments) from loans and
    notes payable                                     (12,730)         12,730
   Proceeds from Debentures issued                          0          45,000
   Proceeds relating to issuance
      of common stock (net)                            35,000          10,000
                                                     --------         -------
     Net cash provided by financing
      activities                                       22,270          67,730
                                                     --------         -------

NET INCREASE (DECREASE) IN CASH                       (13,180)         41,536

Cash, beginning of period                              13,804           5,976
                                                     --------         -------

Cash, end of period                                  $    624         $47,512
                                                     ========         =======

SUPPLEMENTAL DISCLOSURES

   Income taxes paid                                 $      0         $     0
                                                     ========         =======
   Interest paid                                     $      0         $     0
                                                     ========         =======

NON-CASH FINANCING TRANSACTIONS:

 Conversion of Accounts Payable to Stock             $ 30,000         $     0
                                                     --------         -------
 Stock issued related to Debenture financing         $      0         $28,050
                                                     --------         -------
 Accrued interest on Subscriptions Receivable        $ 12,729         $11,341
                                                     --------         -------
</TABLE>

See accompanying notes to financial statements.


                                       7
<PAGE>   8
                                 GENELINK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             MARCH 31, 2001 AND 2000
                                   (UNAUDITED)


NOTE 1 - DESCRIPTION OF ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
         POLICIES

         GOING CONCERN

         The Company's financial statements are prepared using generally
         accepted accounting principles applicable to a going concern, which
         contemplates the realization of assets and liquidation of liabilities
         in the normal course of business. The Company's cash reserves have
         decreased since the Company's private placement from $800,000 to
         approximately $600 and sales have not increased enough to support
         operations. The Company incurred an operating loss of $379,422 and
         $340,895 for the three months ended March 31, 2001 and 2000,
         respectively. The Company reported a deficit of $4,215,240 and
         $3,107,824 as of March 31, 2001 and 2000, respectively. The Company has
         announced marketing plans to enhance sales and, therefore, management
         believes that they will be able to generate sufficient revenue and cash
         flow for the Company to continue as a going concern. Should the Company
         be unable to continue as a going concern, assets and liabilities would
         require restatement on a liquidation basis which would differ
         materially from the going concern business.

         BUSINESS ORGANIZATION

         Genelink, Inc. (the Company) was organized in the state of Pennsylvania
         to offer to the public the safe collection and preservation of a
         family's DNA material for later use by the family to determine genetic
         linkage. The Company is the successor by merger to a Delaware
         Corporation organized under the same name on September 21, 1994. Prior
         to the merger, which occurred in February, 1995, the predecessor entity
         engaged in no operations. The Company's executive offices are located
         in Margate, New Jersey.

         BUSINESS DESCRIPTION

         The Company was founded in response to the information being generated
         in the field of human molecular genetics. Management believes future
         generation could benefit from the DNA store of knowledge. For this
         reason, the Company has created a DNA banking service that stores DNA
         before and after an individual dies. This genetic history can help
         families determine if they are at risk for certain inherited diseases.
         Humans have over 100,000 genes, and there are more than 4,500 diseases
         that are genetically based. This DNA can be used to establish


                                       8
<PAGE>   9
                                 GENELINK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             MARCH 31, 2001 AND 2000
                                   (UNAUDITED)


         whether or not the disease or disorder that caused death was genetic in
         origin. Scientists are discovering an increasing number of connections
         between genes and specific diseases. DNA, the hereditary material of
         life, is contained in all of the genes that make up who we are. If one
         of these genes is defective, it can cause disease. DNA banking shifts
         the emphasis from diagnosis and treatment, to prediction and
         prevention.

         Because of the success of the Human Genome Project, genetics will
         increasingly affect all aspects of our human lives. Inherited diseases
         will be identified, and with reference DNA from an afflicted family
         member, location of the genes that cause the inherited disease will
         help a family physician predict, and possibly prevent, the occurrence
         in future generations. Also, while some genetic tests are available
         today, many more will be available in the future, and with more
         accuracy. GeneLink's DNA Banking system is set up to assist in future
         genetic testing.

         THE PRODUCT

         The Company has developed a DNA Collection Kit for the collection of
         DNA specimens of its clients. No licensing or training is necessary for
         the collection by the client of his or her DNA specimen. The collection
         process, which uses six swabs, is self administered and takes less than
         five minutes to complete. The client forwards the swabs to the
         University of North Texas Health Science Center at Fort Worth (UNTHSC)
         and completes and forwards a data form to the Company. Specimens can be
         collected during an individual's lifetime or up to 36 to 40 hours after
         death. UNTHSC will store the DNA specimens for up to 75 years. Upon the
         client's request, and upon the payment of a retrieval fee, the stored
         DNA specimen can be retrieved and sent to a laboratory for testing.
         More than one test can be made on the same DNA specimen.

         The Company has developed a proprietary genetic indicator tests
         (GeneLink's Genesis I Program for Genetic Profiling of Oxidative
         Stress(TM), on which patents are pending), for the assessment of
         oxidative stress genes to be used to genetically predict an
         individual's risk for aging. The Company's patented DNA Collection
         Kit(R) will be used for the program, which can assist nutritional
         companies and medical, health and anti-aging practitioners to offer a
         more targeted and improved approach to wellness/nutritional therapies.



                                       9
<PAGE>   10
                                 GENELINK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             MARCH 31, 2001 AND 2000
                                   (UNAUDITED)


         INTERIM FINANCIAL STATEMENTS

         These interim financials, which are unaudited, include all necessary
         adjustments which in the opinion of management are necessary in order
         to make the financial statements not misleading.

         CASH AND CASH EQUIVALENTS

         Highly liquid debt instruments purchased with a maturity of three
         months or less are considered to be cash equivalents. At times cash and
         cash equivalents may exceed insured limits. The Company maintains some
         cash balances with Merrill Lynch, which is SIPC insured up to $300,000.

         USE OF ESTIMATES

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the reported amounts of assets and
         liabilities and disclosure of contingent assets and liabilities at the
         date of the financial statements and reported amounts of revenues and
         expenses during the reporting period. Actual results could differ from
         those estimates.

         PROPERTY AND EQUIPMENT

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

         REVENUE AND COST RECOGNITION

         Revenues are recorded when the kits are sold as opposed to when monies
         are received. The Company receives the entire non-refundable fee up
         front for the DNA kits and provides the DNA analysis testing at that
         time, then stores the specimen for 75 years. If the client requests the
         DNA specimen back at any time during the 75 year storage period, they
         will be entitled to receive the specimen upon payment of an additional
         retrieval fee but will not be entitled to any refund of the original
         storage fee. Direct costs related to sale of kits include purchase of
         kits, samples and delivery expense. The direct costs of kits are
         recognized at time


                                       10
<PAGE>   11
                                 GENELINK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             MARCH 31, 2001 AND 2000
                                   (UNAUDITED)


         of sale to the customers as opposed to the time of purchase by
         Genelink, Inc. from vendor. Kits purchased by Genelink, Inc. not yet
         sold remain in inventory.

         AMORTIZATION OF PATENTS

         Legal and professional fees in connection with the filing of patent and
         trademark applications have been capitalized and are amortized over
         fifteen years on a straight-line basis. The Company has filed for and
         has received patents in the United States on its method of DNA
         gathering, which patent application is pending in foreign countries.
         The Company has registered trademark for its name and logo and for the
         name "DNA Collection Kit". In March, 2001, the Company received a
         Notice of Allowance of Patent on its method of DNA gathering, and has
         received trademark protection for its name and logo and for the name
         "DNA Collection Kit".

         INVENTORY

         Inventory consists of kits held for resale. Inventory is valued at the
         lower of cost (using the first-in, first-out method) or market. The
         shelf life of the DNA kits is estimated by the Company to be in excess
         of 30 years.

         INCOME TAXES

         The Company accounts for income taxes in accordance with Statement of
         Financial Accounting Standards ("SFAS") NO. 109, "ACCOUNTING FOR INCOME
         TAXES", which requires the use of an asset and liability approach for
         financial accounting and reporting for income taxes. Under this method,
         deferred tax assets and liabilities are recognized based on the
         expected future tax consequences of temporary differences between the
         financial statement carrying amounts and tax basis of assets and
         liabilities as measured by the enacted tax rates that are expected to
         be in effect when taxes are paid or recovered.



                                       11
<PAGE>   12
                                 GENELINK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             MARCH 31, 2001 AND 2000
                                   (UNAUDITED)


         LONG LIVED ASSETS

         The Company reviews for the impairment of long-lived assets and certain
         identifiable intangibles whenever events or changes indicate that the
         carrying amount of an asset may not be recoverable. An impairment loss
         would be recognized when estimated future cash flows expected to result
         from the use of an asset and its eventual disposition are less than its
         carrying amount. The Company has not identified any such impairment
         losses during the first quarter of 2000 and 2001.

         PER SHARE DATA

         Effective November 12, 1998, the Company adopted SFAS No. 128,
         "Earnings Per Share." The provisions of SFAS No. 128 establish
         standards for computing and presenting earnings per share (EPS). This
         standard replaces the presentation of primary EPS with a presentation
         of basic EPS. Additionally, it requires dual presentation of basic and
         diluted EPS for all entities with complex capital structures and
         requires a reconciliation of the numerator and denominator of the
         diluted EPS computation. Diluted EPS reflects the potential dilution
         that could occur if securities or other contracts to issue common stock
         were exercised or converted into common stock. Diluted EPS for the
         three months ended March 31, 2001 and 2000 excludes any effect from
         such securities as their inclusion would be antidilutive. Per share
         amounts for all periods presented have been restated to conform with
         the provisions of SFAS No. 128.

         STOCK OPTIONS

         The Financial Accounting Standards Board has issued SFAS 123, which
         defines a fair value based method of accounting for an employee stock
         option and similar equity instruments and encourages all entities to
         adopt that method of accounting for all of their employee stock
         compensation plans. However, it also allows an entity to continue to
         measure compensation cost for those plans using the method of
         accounting prescribed by Accounting Principles Board Opinion No. 25
         (APB 25). Entities electing to remain with the accounting in APB 25
         must make proforma disclosures of net income (loss) and, if presented,
         earnings (loss) per share, as if the fair value based method accounting
         defined in SFAS 123 had been adopted. The Company has elected to
         account for its stock-based compensation plans under APB 25.


                                       12
<PAGE>   13
                                 GENELINK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             MARCH 31, 2001 AND 2000
                                   (UNAUDITED)


NOTE 2 - PROPERTY AND EQUIPMENT

         As of March 31, 2001 and 2000, property and equipment consisted of the
         following:

<TABLE>
<CAPTION>
                                        2001          2000
                                      -------       -------
<S>                                   <C>           <C>
         Office Furniture             $ 1,154       $ 1,154
         Office Equipment              16,246        14,126
         Leasehold Improvements        50,000        50,000
                                      -------       -------
                                      $67,400       $65,280
                                      =======       =======
</TABLE>

         Depreciation expense amounted to $952 and $1,198 for the three months
         ended March 31, 2001 and 2000, respectively.

NOTE 3 - LOANS PAYABLE - AFFILIATES

         The Company's unsecured long-term debt as of March 31, 2001 and 2000
         consists of loans from various shareholders with no stated repayment
         terms.

<TABLE>
<CAPTION>
                                        2001          2000
                                     -------       -------
<S>                                  <C>           <C>
         Total Obligations           $30,500       $43,236
         Less: Current Portion             0             0
                                     -------       -------
                                     $30,500       $43,236
                                     =======       =======
</TABLE>


                                       13
<PAGE>   14
                                 GENELINK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             MARCH 31, 2001 AND 2000
                                   (UNAUDITED)


NOTE 4 - DEBENTURE-NOTES PAYABLE

         The Company entered into the following debenture notes payable with
         terms indicated below:
<TABLE>
<CAPTION>
                                                                                            Shares of
                                                                                           Common Stock
                                                                                            Issued as
          Amount of                                              Interest     Due           Additional
          Debenture       Date Issued                              Rate      Date          Consideration
          ---------       -----------                            --------    ----          -------------
<S>                       <C>                                     <C>       <C>            <C>
         $  50,000        April 30, 1999                          12%        3-14-00        50,000
         $  15,000        April 30, 1999                          12%        2-17-00        15,000
         $  10,000        July 29, 1999                           12%        6-01-00        10,000
         $ 100,000        August 6, 1999                          12%       *6-01-00       100,000
         $  10,000        August 8, 1999                          12%        6-01-00        10,000
         $  15,000        November 15, 1999                       12%       *3-31-00        15,000
         $  50,000        December 3, 1999                        12%        6-01-00        50,000
         $  25,000        March 24, 2000                          12%        6-30-00        25,000
         $  10,000        March 29, 2000                          12%       12-31-00        10,000
         $  15,000        June 15, 2000                           10%       12-15-00        25,000
         $  50,000        June 23, 2000                          8.5%       12-24-00        82,500
         $  20,000        August 28, 2000                          9%       12-28-00        25,000
         $  50,000        September 6, 2000                        9%        1-06-01        62,500
         $  10,000        September 6, 2000                        9%        1-06-01        12,500
         $  10,000        September 6, 2000                        9%        1-06-01        12,500
         $  25,000        September 6, 2000                        9%        1-06-01        31,250
         $  25,000        September 19, 2000                       9%        1-19-01        31,250
         $  20,000        September 20, 2000                       9%        1-20-01        25,000
         $  25,000        September 26, 2000                       9%        1-26-01        31,250
         $  25,000        December 6, 2000                         9%        4-06-01        31,250
         $  20,000        December 20, 2000                        9%        4-20-01        25,000
         $  20,000        December 21, 2000                        9%        4-21-01        25,000
         ---------
         $ 600,000        Total-debentures issued.
          (115,000)       *Less amounts converted to stock.
         ---------

         $ 485,000
         =========
</TABLE>




                                       14
<PAGE>   15
                                 GENELINK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             MARCH 31, 2001 AND 2000
                                   (UNAUDITED)


NOTE 4 - DEBENTURE-NOTES PAYABLE

         Accrued interest payable on the debenture notes as of March 31, 2001
         and 2000 was $32,694 and $13,714, respectively.

         In connection with the Company issuing the debenture notes payable,
         additional shares of common stock were issued in amounts equal to the
         principal amount of the debenture. The fair market value of the
         amortizable debenture discounts was recorded net with the debenture
         notes payable and will be amortized over the life of the debenture.

         The Company's Amortizable Debenture Discounts were as follows:


<TABLE>
<CAPTION>
                                                            2001            2000
                                                         ---------       ---------
<S>                                                      <C>             <C>
         Original Amortizable Debenture Discount         $ 246,448       $ 106,207
         Less Cumulative Amortization/Interest Exp         242,324          86,390
                                                         ---------       ---------
         Net Amortizable Debenture Discounts             $   4,124       $  19,817
                                                         =========       =========
</TABLE>

         The Company's Net Debenture Notes Payable were as follows:

<TABLE>
<S>                                                      <C>             <C>
         Original Debentures issued                      $ 600,000       $ 280,000
         Less Amounts converted to stock                  (115,000)              0
         Net Amortizable Debenture Discounts                (4,124)        (19,817)
                                                         ---------       ---------
         Net Debenture Notes Payable                     $ 480,876       $ 260,183
                                                         =========       =========
</TABLE>


NOTE 5 - OPERATING LEASES

         The Corporation has various noncancellable operating leases with terms
         of 24 to 36 months. The following is a schedule of future minimum
         rentals under the leases as of March 31, 2001 and 2000.

<TABLE>
<CAPTION>
                                  2001         2000
                                 ------       ------
<S>                              <C>          <C>
                      2000       $   --       $3,475
                      2001          764          764
                                 ------       ------
                                 $  764       $4,239
                                 ======       ======
</TABLE>


                                       15
<PAGE>   16
                                 GENELINK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             MARCH 31, 2001 AND 2000
                                   (UNAUDITED)

NOTE 6 - INCOME TAXES

         At March 31, 2001, the Company had significant federal and state tax
         net operating loss carryforwards of approximately $4,500,000. The
         difference between the operating loss carryforwards on a tax basis and
         a book basis is due principally to differences in depreciation,
         amortization, and development costs. The federal carryforwards will
         begin to expire in 2009 and the state carryforwards will begin to
         expire in 2005. The Company had a net deferred tax asset of $1,025,000
         at March 31, 2001 primarily from net operating loss carryforwards. A
         valuation allowance was recorded to reduce the net deferred tax asset
         to zero.

NOTE 7 - SHAREHOLDERS' EQUITY TRANSACTIONS

         The Company's shareholder equity consists of the following:

         A. COMMON STOCK

         During the three months ended March 31, 2001 the Company issued 70,000
         shares of common stock and 70,000 warrants to purchase common stock for
         cash consideration of $35,000.

         The Company issued 160,000 and 110,000 common shares of stock for
         consulting services valued at $19,689 and $27,900 for the three months
         ended March 31, 2001 and 2000, respectively.

         The Company issued 45,000 shares of common stock as additional
         consideration for Debenture Notes Payable valued at $13,050 during the
         three months ended March 31, 2000.

         B. SUBSCRIPTION RECEIVABLE-OFFICERS

         Since its inception and until the execution of an employment agreement
         in early 1998, the Company advanced funds periodically to an officer of
         the Company. Subscription Receivable-Officers represents loans and
         accrued interest of $831,033 and $711,788 at March 31, 2001 and 2000,
         respectively. The loans accrue interest using the average applicable
         one-month Federal Rates (AFRs).



                                       16
<PAGE>   17
                                 GENELINK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             MARCH 31, 2001 AND 2000
                                   (UNAUDITED)


         The officer has executed a note payable to the Company to evidence his
         obligation on account of his loans. Under the terms of his obligation,
         in repayment thereof, the officer will have the right, at any time on
         or before December 31, 2003, to transfer to the Company, at the then
         fair market value, shares of the Company's common stock. Any transfer
         not in full satisfaction of the obligation will first be applied to
         accrued interest and then to principal. No payments of interest or
         principal shall be due on account of the loans prior to December 31,
         2003. Fair market value of the Company's shares shall be equal to the
         average between the bid and asked price in the market in which it is
         publicly traded on the last date on which such trades occurred prior to
         the transfer of shares from the officer to the Company.

         The Company recorded these subscription receivables as a contra-equity
         account in the Company's balance sheet in accordance with Staff
         Accounting Bulletin Topic 4G, with related interest income on these
         notes also being recorded in the Company's equity section.

         C. TREASURY STOCK

         On March 17, 1999, the Company received 150,000 shares which were
         previously issued to consultants. These shares were recorded as
         treasury stock at the then fair market value of $135,000.

         Simultaneously on March 17, 1999 the Company assigned 75,000 of the
         aforementioned shares to an investment advisor to promote the Company
         stock and obtain additional funding. The Company valued the shares at
         the then fair market value of $67,500.

         D. STOCK OPTIONS AND WARRANTS

         The Financial Accounting Standards Board has issued SFAS 123, which
         defines a fair value based method of accounting for an employee stock
         option and similar equity instruments and encourages all entities to
         adopt that method of accounting for all of their employee stock
         compensation plans. However, it also allows an entity to continue to
         measure compensation cost for those plans using the method of
         accounting prescribed by Accounting Principles Board Opinion No. 25
         (APB 25). Entities electing to remain with the accounting in APB 25
         must make proforma disclosures of net income (loss) and, if presented
         earnings (loss) per share, as if the fair value based method accounting
         defined in SFAS 123 had been adopted. The Company has elected to
         account for its stock-based compensation


                                       17
<PAGE>   18
                                 GENELINK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             MARCH 31, 2001 AND 2000
                                   (UNAUDITED)


         plans under APB 25.

         During September, 1997, an officer of the Company was granted options
         to acquire 1,200,000 Shares at $.10 per Share, for services provided to
         the Company from its inception, 400,000 of which vested upon the
         execution of the employment agreement with the remaining balance
         vesting in four (4) equal annual installments of 200,000 each
         commencing January, 1998.

         During September, 1997 the Company also issued another officer of the
         Company 1,000,000 options that will enable him to acquire shares of the
         Company's common stock exercisable at the price of $.10 per share for
         services provided to the Company from its inception. These options will
         expire December 31, 2003 and will vest as follows:

              200,000 shares at the execution of the agreement.

              200,000 shares each January 1, beginning January 1, 1999, 2000,
              2001 and 2002.

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

                                Fair Market
                  Number of      Value of
         Grant     Options      Options of       Exercise       Additional
         Date      Granted     Date of Grant       Price       Compensation

         1997     2,200,000         $.60           $.10          1,100,000
         1998             0           --             --                 --

         In connection with the Company issuing the options to the officers
         noted above, the Company recorded a deferred compensation charge of
         $1,100,000 reflected in the equity section. The Company will record
         compensation expense based upon the vesting schedules of these options
         as noted below:

<TABLE>
<S>                                         <C>
                            1998            $300,000
                            1999            $200,000
                            2000            $200,000
                            2001            $200,000
                            2002            $200,000
</TABLE>



                                       18
<PAGE>   19
                                 GENELINK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             MARCH 31, 2001 AND 2000
                                   (UNAUDITED)


         During 1999, the Company granted options to various consultants to
         purchase the Company's common stock at $.75 to $1.50 per share. These
         options expire in 2003 and 2004. Pursuant to FAS 123, consulting
         expense of $173,044 was recorded based on the fair value of the options
         granted.

         On July 1, 1999, John DePhillipo and Dr. Robert Ricciardi (officers of
         the Company) each received 1,000,000 options to purchase shares of the
         Company's common stock, one cent par value, at the exercise price of
         $1.00 per share. Four hundred thousand options vested immediately with
         the remaining options vesting 200,000 each on January 1, 2000, 2001,
         and 2002. During the three months ended March 31, 2000, the Company
         also issued 25,000 stock options/warrants to purchase the Company's
         common stock at a price of $1.50 per share with expiration dates in
         2003.

         During the second quarter ended June 30, 2000, the Company issued
         options to acquire 10,000 shares of common stock at $1.00 per share.
         These options vest 5,000 annually on April 17, 2000 and April 17, 2001.
         These options were issued in consideration for marketing services to be
         rendered over the next two years. Pursuant to FAS 123, consulting
         expense of $11,326 was recorded based on the fair value of the options
         granted.

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

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


                                       19
<PAGE>   20
                                 GENELINK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             MARCH 31, 2001 AND 2000
                                   (UNAUDITED)


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

         On May 22, 2000 the Company established an incentive stock option plan
         pursuant to which the Company is entitled to issue options to acquire
         2,500,000 shares of its stock. During the second quarter of 2000, the
         Company granted to an officer an option to acquire 500,000 shares of
         the common stock at an exercise price of $.20 per share (equal to 110%
         of the per share fair market price as of the date of the grant). These
         options were vested on the date of issue, May 22, 2000.

         On May 22, 2000 the Company established a non-qualified stock option
         agreement in which it granted 300,000 shares to an officer. The option
         price was determined to be $.20 per share (110% of the fair market
         value of the company stock as of the date of the grant). These options
         vested immediately at the date of the grant.

         The following schedule summarizes the vested stock options and stock
         warrants activity and status as of March 31, 2001 and 2000 and for the
         three months ended March 31, 2001 and 2000.

<TABLE>
<CAPTION>
                                                   2001               2000
                                                ----------         ----------
<S>                                             <C>                <C>
         Granted                                 7,614,375          4,434,375
                                                ==========         ==========
         Vested options outstanding at
            beginning of the period              2,018,195          1,428,195

         Options vested during period            1,895,000            825,000

         Vested options exercised during
         period                                          0           (100,000)

         Cancelled                                (100,000)           (20,000)
                                                ----------         ----------

         Vested options outstanding at
            end of period                        3,813,195          2,133,195
                                                ==========         ==========
</TABLE>



                                       20
<PAGE>   21
                                 GENELINK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             MARCH 31, 2001 AND 2000
                                   (UNAUDITED)


         A summary of outstanding options/warrants along with their exercise
         price and dates as of March 31, 2001 are as follows:

<TABLE>
<CAPTION>
             EXERCISE    OPTIONS/WARRANTS      OUTSTANDING       EXPIRATION
              PRICE          GRANTED         OPTIONS/WARRANTS       DATE
              -----          -------         ----------------    ----------
<S>                      <C>                 <C>                 <C>
              $0.10         2,200,000             478,820         12/31/03
              $0.20           800,000             500,000         12/31/05
              $0.33           250,000             250,000         12/31/03
              $0.40         1,500,000             500,000         01/23/06
              $0.44           550,000             275,000         01/17/04
              $0.75            45,000              45,000         12/31/04
              $1.00            70,000              70,000         03/20/06
              $1.00         2,010,000           1,605,000         12/31/03
              $1.50           189,375              89,375         12/31/03
                            ---------           ---------
                            7,614,375           3,813,195
                            =========           =========
</TABLE>

         Had compensation cost of Genelink, Inc.'s incentive stock options
         issued to officers been determined based on the fair value of options
         at the dates of award under the fair value method of SFAS 123, the
         Company's net loss and net loss per common share would have been
         reduced to the proforma amounts indicated below.

<TABLE>
<S>                                                       <C>
                  Net Loss:
                           As reported                    $(379,422)
                           Proforma                        (484,422)

                  Net Loss per common share:
                           As reported                    $    (.03)
                           Proforma                            (.04)
</TABLE>

         Significant assumptions used to calculate the fair value of options
         issued for consulting services are as follows:

<TABLE>
<S>                                                          <C>
            Risk free interest rate of return                7%
            Expected option life                             4-5.5 yrs.
            Expected dividends                               $-0-
            Expected volatility                              50%
</TABLE>


                                       21
<PAGE>   22
                                 GENELINK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             MARCH 31, 2001 AND 2000
                                   (UNAUDITED)


         E. PRIVATE PLACEMENT OFFERING

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

NOTE 8 - NET LOSS PER SHARE

         Earnings per share is calculated under the provisions of Statement of
         Financial Accounting Standards (SFAS) No. 128 "Earnings Per Share."
         Basic EPS is calculated using the weighted average number of common
         shares outstanding for the period and diluted EPS is computed using the
         weighted average number of common shares and dilutive common equivalent
         shares outstanding. Given that the Company is in a loss position, there
         is no difference between basic EPS and diluted EPS since the common
         stock equivalents would be antidilutive.


<TABLE>
<CAPTION>
         PERIOD ENDED MARCH 31                            2001             2000
         ---------------------                    ------------     ------------
<S>                                               <C>              <C>
         Net loss                                 $   (379,422)    $   (340,895)
         Weighted average number of shares
             of common stock and common stock
             equivalents outstanding:
         Weighted average number of common
             shares outstanding for computing
             basic earnings per share               12,982,151       10,745,727
          Dilute effect of warrants and stock
             options after application of the
             treasury stock method                           *                *
                                                  ------------     ------------
         Weighted average number of common
             shares outstanding for computing
             diluted earnings per share             12,982,151       10,745,727
                                                  ============     ============
         Net loss per share-basic & diluted       $       (.03)    $       (.03)
                                                  ============     ============
</TABLE>


                                       22
<PAGE>   23
                                 GENELINK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             MARCH 31, 2001 AND 2000
                                   (UNAUDITED)


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

<TABLE>
<CAPTION>
         PERIOD ENDED MARCH 31                         2001              2000
         ---------------------                         ----              ----
<S>                                               <C>                <C>
         Warrants and stock options               3,813,195          2,133,195
                                                  =========          =========
</TABLE>

NOTE 9 - ADVERTISING

         The Company expenses the production costs of advertising the first time
         the advertising takes place. Advertising expense was $9,609 and $3,955
         for the three months ended March 31, 2001 and 2000, respectively.

NOTE 10- RENT

         The Company leases its primary executive offices located in Margate,
         New Jersey at no cost from its officers. Rent expense for the three
         months ended March 31, 2001 and 2000 was $0.

NOTE 11- TRANSACTIONS WITH RELATED PARTIES

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

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

         A portion of the Company's operations are conducted by Kelly/Waldron &
         Company in East Brunswick, New Jersey, which owns 289,333 Shares of the
         Company. Kelly/Waldron, which provides various services to members of
         the pharmaceutical industry, acts as the Company's back office,
         receiving orders and inquiries, processing data and preparing reports
         for the Company. Because of the Company's limited operations and the
         limited availability of funds, the Company's agreement with
         Kelly/Waldron does not require it to make any payments to Kelly/Waldron
         for its services. As its business increases, the


                                       23
<PAGE>   24
                                 GENELINK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             MARCH 31, 2001 AND 2000
                                   (UNAUDITED)


         Company expects to commence payment of a management fee to Kelly/
         Waldron on terms to be agreed upon between the parties. As of March 31,
         2000 the Company owed Kelly/Waldron $20,166. The agreement expired
         during 2000 and no balance was due to Kelly/Waldron and the Company as
         of March 31, 2001.

         CONSULTING

         The Company is dependent, to a large degree, on the services of John
         DePhillipo, its Chairman and Chief Executive Officer and the Company
         has entered into a five (5) year employment agreement dated February
         24, 1998, with an initial annual base compensation of $137,500 in 1999,
         $151,250 in 2000, and $166,375 in 2001.

         The Company has entered into a consulting agreement with Dr. Ricciardi
         (shareholder and officer) dated February 24, 1998, which provides for
         initial compensation of $30,000 in 1998, $60,000 in 1999, $66,000 in
         2000, and $72,600 in 2001. The initial term of the Agreement is five
         (5) years.

NOTE 12- COMMITMENT & CONTINGENCIES

         The Company is involved in a trademark opposition regarding the use of
         its trademark Genelink, however, management believes it will prevail in
         this matter, and will have no material adverse effect on the Company.



                                       24
<PAGE>   25
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

         Statements in this Report that relate to future results and events are
based on the Company's current expectations. Actual results in future periods
may differ materially from those currently expected or desired because of a
number of risks and uncertainties. For a discussion of factors affecting the
Company's business and prospects, see "Item 2 - Management's Discussion and
Analysis of Financial Condition and Results of Operations - Factors Affecting
the Company's Business and Prospects."

         Operating results for the three-month period ended March 31, 2001 are
not necessarily indicative of the results that may be expected for the full
fiscal year.

LIQUIDITY AND CAPITAL RESOURCES

         For the three-month period ended March 31, 2001, the Company's primary
liquidity requirements have been the implementation and funding of its sales and
marketing efforts, the payment of compensation to officers and other employees
and the payment of accounts payable. In the first three months of 2001 the
Company has raised $35,000, primarily through the issuance of common stock.

         Cash and cash equivalents at March 31, 2001 amounted to $624 as
compared to $47,512 at March 31, 2000, a decrease of $46,888. During the first
three months of 2001, the Company's operating activities utilized $35,450, as
compared to $20,694 for the first three months of 2000, an increase of $14,756.
Cash utilized during these periods resulted from Company's net losses for such
periods.

         Investing activities utilized $0 for the three months ended March 31,
2001 as compared to utilizing $5,550 for the three months ended March 31, 2000.
Financing activities provided $22,270 for the three month period ended March 31,
2001 as compared to $67,730 for the three months ended March 31, 2000. Financing
activities in the three months ended March 31, 2001 primarily resulted from the
issuance of Common Stock, as the Company required additional funds for working
capital purposes.

         The Company will require approximately $2,000,000 to implement its
sales and marketing strategy in 2001 and to fund its research and development
efforts. The Company has developed a proprietary genetic test (the Program for
Genetic Profiling of Oxidative Stress(TM), for which patents are pending) that
provides a means of predicting an individual's genetic capacity to combat
oxidative stress. The Company's patented DNA Collection Kit(R) will be used for
the program, which can assist nutritional companies and medical, health and
anti-aging practitioners to offer a more targeted and improved approach to
wellness/nutritional therapies. The Company intends to raise funds through a
private placement of securities. Unless the Company can increase its revenues
and increase its stock price, it is unlikely that the Company will be able to
secure such financing. If the Company is not able to secure such additional


                                       25
<PAGE>   26
required capital, it will continue to realize negative cash flow and losses and
it is unlikely that it will be able to continue operations.

RESULTS OF OPERATIONS

The following table sets forth certain operating information regarding the
Company:

<TABLE>
<CAPTION>
                                    THREE MONTH       THREE MONTH
                                    PERIOD ENDED      PERIOD ENDED
                                   MARCH 31, 2001    MARCH 31, 2000
                                     (UNAUDITED)       (UNAUDITED)
                                     -----------       -----------
<S>                                <C>               <C>
Revenues                              $   5,794         $   9,463

Cost of Goods Sold                    $     609         $     853

Net Earnings (Loss)                   $(379,422)        $(340,895)

Net Earnings (Loss) Per Share         $    (.03)        $    (.03)
</TABLE>

         The following summary table presents comparative cash flows of the
Company for the three months ended March 31, 2001 and 2000.

<TABLE>
<CAPTION>
                                     THREE MONTH        THREE MONTH
                                     PERIOD ENDED       PERIOD ENDED
                                    MARCH 31, 2001     MARCH 31, 2000
                                      (UNAUDITED)        (UNAUDITED)
                                      -----------        -----------
<S>                                 <C>                <C>
Net cash used in operating
activities                             $ 35,450           $ 20,694
Net cash provided (used) by
investing activities                   $      0           $ (5,500)

Net cash provided (used) by
financing activities                   $ 22,270           $ 67,730
</TABLE>

         The Company had cash balances totaling $624 at March 31, 2001 and
$47,512 at March 31, 2000.


                                       26
<PAGE>   27
COMPARISON OF THREE MONTHS ENDED MARCH 31, 2001 TO THREE MONTHS ENDED MARCH 31,
2000

FINANCIAL CONDITION

         Assets of the Company decreased from $150,752 at March 31, 2000 to
$117,542 at March 31, 2001, a decrease of $33,210. This decrease was primarily
due to a decrease in cash from $47,512 at March 31, 2000 to $624 at March 31,
2001, as partially offset by an increase in prepaid expenses from $36,080 at
March 31, 2000 to $54,322 at March 31, 2001.

         Liabilities increased from $655,120 at March 31, 2000 to $910,453 at
March 31, 2001, an increase of $255,333. This increase was primarily due to an
increase in notes payable from $260,183 at March 30, 2000 to $480,876 at March
31, 2001, as the Company issued additional notes in 2000 to fund its working
capital requirements.

CURRENT YEAR PERFORMANCE AND EARNINGS OUTLOOK

         Revenues. Total revenues for the three months ended March 31, 2001 were
$5,794 as compared to $9,463 for the three months ended March 31, 2000, a
decrease of $3,669.

         Expenses. Total expenses for the three months ended March 31, 2001 were
$398,738 as compared to $349,589 for the three months ended March 31, 2000, an
increase of $49,149, primarily resulting from an increase in professional fees
from $25,851 for the three months ended March 31, 2000 to $49,651 for the three
months ended March 31, 2001 and an increase in selling, general and
administrative expenses from $279,734 for the three months ended March 31, 2000
to $307,339 for the three months ended March 31, 2001.

         Losses. The Company incurred a loss of $379,422 for the three months
ended March 31, 2001 as compared to a loss of $340,895 for the three months
ended March 31, 2000, an increase of $38,527. This increase in the amount of
losses incurred is primarily due to the $49,149 increase in expenses incurred by
the Company for the three months ended March 31, 2001 as compared to the three
months ended March 31, 2000.

FACTORS AFFECTING THE COMPANY'S BUSINESS AND PROSPECTS

         There are a number of factors that affect the Company's business and
the result of its operations. These factors include general economic and
business conditions; the level of acceptance of the Company's products and
services; the rate and commercial applicability of advancements and discoveries
in the genetics field; and the Company's ability to enter into strategic
alliances with companies in the funeral home and genetics industries; the
ability of the Company to raise the financing necessary to implement its
business and marketing plan, to pay salaries to its officers and employees and
to pay its accounts payable.



                                       27
<PAGE>   28
PART II. OTHER INFORMATION

Item 3.  Exhibits and Reports on Form 8-K.

         (a)      Reports on Form 8-K.

                  No reports on Form 8-K were filed during the quarter for which
                  this report is filed.



                                   * * * * * *





                                       28
<PAGE>   29
         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                 GENELINK, INC.
                                 --------------
                                  (Registrant)






Date: May 14, 2001                       By:     /s/ John R. DePhillipo
                                             -----------------------------------
                                             John R. DePhillipo, Chief Executive
                                                  Officer and President






                                       29