<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                    QUARTERLY REPORT FOR THE QUARTERLY PERIOD
                            ENDED SEPTEMBER 30, 2005

                           COMMISSION FILE NO. 0-28077

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

          PENNSYLVANIA                  00-30518                 23-2795613
-------------------------------        ----------           -------------------
(State or other jurisdiction of       (Commission            (I.R.S. Employer
 incorporation or organization)         File No.)           Identification No.)

    Newport Financial Center, 13 Povonia Avenue, # 313, Jersey City, NJ 07310
                     --------------------------------------
                    (Address of principal executive offices)

                    ISSUER'S TELEPHONE NUMBER: (800) 558-4363

                    100 S. Thurlow Avenue, Margate, NJ 08402
                     --------------------------------------
                 (Former address, if changed since last report)

      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 [ ]

      Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

            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.

                        Number of Shares of Common Stock
                        Outstanding on November 1, 2005               36,357,868

            Transitional Small Business Disclosure Format   Yes [ ]   No [X]

<PAGE>

                                 GENELINK, INC.

PART I.  FINANCIAL INFORMATION

ITEM 1.  Financial Statements.

<TABLE>
<S>                                                                                      <C>
Consolidated Balance Sheets at September 30, 2005 (unaudited) and December 31, 2004         3

Consolidated Statements of Operations for the three months and nine months ended          4-5
September 30, 2005 and 2004 (unaudited)

Consolidated Statements of Cash Flows for the nine months ended September 30, 2005
and 2004 (unaudited)                                                                      6-7

Notes to Financial Statements                                                            8-13
</TABLE>

                                      -2-

<PAGE>

                          GENELINK, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                               (UNAUDITED)
                                                           SEPTEMBER 30, 2005   DECEMBER 31, 2004
                                                           ------------------   -----------------
<S>                                                        <C>                  <C>
ASSETS
Cash                                                       $           63,561   $         155,689
Accounts receivable                                                    16,194                 407
Inventory                                                              23,007              19,691
Prepaid expenses                                                       63,822              72,722
                                                           ------------------   -----------------
                      Total current assets                            166,584             248,509

Property and equipment                                                141,523              96,517
Other assets                                                          248,396             220,279
                                                           ------------------   -----------------
             Total assets                                  $          556,503   $         565,305
                                                           ==================   =================

LIABILITIES
Accounts payable and accrued expenses                      $          260,866   $          95,800
Accrued payroll taxes                                                  10,957              21,963
Accrued compensation - current                                         54,168                   0
Loans payable                                                         287,733             213,899
                                                           ------------------   -----------------
             Total current liabilities                                613,744             331,662

Accrued compensation                                                  512,658             432,937
                                                           ------------------   -----------------
             Total liabilities                                      1,126,402             764,599
                                                           ------------------   -----------------

STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $.01 par value,
   75,000,000 shares authorized
   36,689,538 and 33,133,011 shares issued,
   36,283,368 and 32,726,842 outstanding as of
   September 30, 2005 and December 31, 2004,
   respectively                                                       366,896             331,330
Treasury stock, 406,170 shares
   as of September 30, 2005 and
   December 31, 2004                                                (315,055)            (315,055)
Additional paid-in capital                                          6,910,160           6,635,552
Stock warrants                                                      2,961,809           2,632,422
Accumulated deficit                                               (10,493,709)         (9,483,543)
                                                           ------------------   -----------------
Total shareholders' equity (deficiency)                              (569,899)           (199,294)
                                                           ------------------   -----------------
Total liabilities and shareholders' equity (deficiency)    $          556,503   $         565,305
                                                           ==================   =================
</TABLE>

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

                                      -3-

<PAGE>

                          GENELINK, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30,                                  2005                2004
----------------------------------------------------       ------------------   -----------------
<S>                                                        <C>                  <C>
REVENUE                                                    $           76,850   $         157,054
COST OF GOODS SOLD                                                     39,450              15,871
                                                           ------------------   -----------------
GROSS PROFIT                                                           37,400             141,183
                                                           ------------------   -----------------

EXPENSES
         Selling, general and administrative                          232,394             178,514
         Consulting                                                    42,495              85,716
         Professional fees                                             24,761              25,230
         Advertising and promotion                                     13,294              24,472
         Amortization and depreciation                                  7,030               6,359
                                                           ------------------   -----------------
                                                                      319,974             320,291
                                                           ------------------   -----------------

NET LOSS BEFORE PROVISION FOR INCOME TAXES                           (282,574)           (179,108)

PROVISIONS FOR INCOME TAXES                                                 0                   0
                                                           ------------------   -----------------

NET LOSS                                                   $         (282,574)  $        (179,108)
                                                           ==================   =================

NET LOSS PER SHARE BASIC AND DILUTED                       $           (0.008)  $           (0.01)
                                                           ==================   =================

Weighted average common shares and diluted potential
common shares                                                      36,507,594          31,208,466
                                                           ==================   =================
</TABLE>

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

                                      -4-

<PAGE>

                          GENELINK, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,                                   2005                2004
----------------------------------------------------       ------------------   -----------------
<S>                                                        <C>                  <C>
REVENUE                                                    $          361,548   $         254,705
COST OF GOODS SOLD                                                    149,240              70,847
                                                           ------------------   -----------------
GROSS PROFIT                                                          212,308             183,858
                                                           ------------------   -----------------

EXPENSES
         Selling, general and administrative                          817,412           1,283,823
         Consulting                                                   142,946             284,482
         Professional fees                                            131,945             173,800
         Advertising and promotion                                    105,722              61,001
         Amortization and depreciation                                 24,448              18,142
                                                           ------------------   -----------------
                                                                    1,222,473           1,821,248
                                                           ------------------   -----------------

NET LOSS BEFORE PROVISION FOR INCOME TAXES                         (1,010,165)         (1,637,390)

PROVISION FOR INCOME TAXES                                                  0                   0
                                                           ------------------   -----------------

NET LOSS                                                   $       (1,010,165)  $      (1,637,390)
                                                           ==================   =================

NET LOSS PER SHARE BASIC AND DILUTED                       $            (0.03)  $           (0.05)
                                                           ==================   =================

Weighted average common shares and diluted potential
common shares                                                      34,930,611          31,094,099
                                                           ==================   =================
</TABLE>

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

                                      -5-

<PAGE>

                          GENELINK, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,                                  2005                 2004
---------------------------------------------------------  ------------------   -----------------
<S>                                                        <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                   $       (1,010,165)  $      (1,637,390)
Adjustments to reconcile net loss to net cash used
    by operating activities
    Depreciation and amortization                                      24,448              18,142
    Amortization of discounts on loans payable                         29,267              21,747
    Common stock issued for services                                   46,034             145,640
    Fair value of options granted for consulting services              27,520              19,750
    Changes in operating assets and liabilities
         Accounts receivable                                          (15,787)           (130,087)
         Inventory                                                     (3,316)             (1,189)
         Prepaid expenses                                               8,900             108,226
         Deposits                                                      18,020              (8,750)
         Accounts payable and accrued expenses                        168,160              84,584
         Accrued payroll taxes                                        (11,006)            (39,829)
         Accrued compensation                                         133,889             194,392
                                                           ------------------   -----------------

Net cash used in operating activities                                (584,036)         (1,224,764)
                                                           ------------------   -----------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Capital expenditures                                             (58,311)            (35,816)
     Advance to related party                                         (57,281)            (49,319)
                                                           ------------------   -----------------
Net cash used by investing activities                                (115,592)            (85,135)
                                                           ------------------   -----------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Contribution of services by officer                                    0             448,000
     Proceeds relating to issuance of common stock (net)              419,900                   0
     Proceeds from note payable                                       212,600             121,943
     Proceeds from issuance of warrants                                     0              53,057
     Repayment of loans payable                                       (25,000)            (33,000)
     Common stock issued for fundraising                                    0             (23,250)
                                                           ------------------   -----------------
Net cash provided by financing activities                  $          607,500             566,750
                                                           ------------------   -----------------
</TABLE>

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

                                      -6-

<PAGE>

                          GENELINK, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,                                   2005               2004
----------------------------------------------------       ------------------   -----------------
<S>                                                        <C>                  <C>
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS       $          (92,128)           (743,149)

Cash and cash equivalents, beginning of period                        155,689             746,082
                                                           ------------------   -----------------

Cash and cash equivalents, end of period                   $           63,561   $           2,933
                                                           ------------------   -----------------

SUPPLEMENTARY CASH FLOW INFORMATION
    Income taxes paid                                                       0                   0
    Interest paid                                                           0                   0

NON-CASH FINANCING TRANSACTIONS
    Accrued interest on subscriptions receivable                            0              12,300
    Issuance of common stock for services                              46,034             145,640
    Reduction of paid in capital                                            0             779,271
    Repayment of subscription receivable                                    0           1,028,934
    Purchase of treasury stock                                              0             109,195
    Payment of accrued compensation                                         0              96,919
    Stock warrants granted for services                                27,520              19,750
    Conversion of loan to common stock and warrants                   125,000                   0
</TABLE>

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

                                      -7-

<PAGE>

                                                   GENELINK, INC. AND SUBSIDIARY
                              NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

1.   DESCRIPTION OF
     ORGANIZATION

                           BUSINESS ORGANIZATION

                           GeneLink, Inc. (the Company) and Subsidiary
                           (Dermagenetics, Inc.) operate in New Jersey. The
                           Company was organized under the laws of the
                           Commonwealth of Pennsylvania and Dermagenetics, Inc.
                           was organized under the laws of the State of
                           Delaware. The Company is the successor to a Delaware
                           corporation organized under the same name on
                           September 21, 1994. The Company's offices are located
                           in Jersey City, New Jersey.

                           BUSINESS DESCRIPTION

                           GeneLink, Inc. is a publicly-held Pennsylvania
                           corporation listed on the NASDAQ OTC Bulletin Board
                           trading under the symbol "GNLK". It is a bioscience
                           company and was organized to offer to the public the
                           safe collection and preservation of a family's DNA
                           material for later use by the family to identify and
                           potentially prevent inherited diseases. More
                           recently, the Company has created a proprietary
                           methodology for SNPs (single nucleotide
                           polymorphisms) based genetic profiling (patents
                           pending) and intends to market and/or license-out
                           these assessments to companies that manufacture or
                           market to the $100 billion plus nutraceutical,
                           personal care, skin care and weight-loss industries.

                           The Company was founded in response to the explosion
                           of information being generated in the field of human
                           molecular genetics. Scientists are discovering an
                           increasing number of connections between genes and
                           specific diseases. These findings are a direct result
                           of the National Institute of Health Genome Project,
                           which has as its goal the total mapping of the human
                           genome by the year 2005.

                           The Company's expansion into the bioscience field
                           with its innovative genetic profiles will help
                           companies create and deliver more effective products
                           - personalized wellness and "quality of life"
                           products tailored to their customer's individual
                           needs - based on the science of genetics, thereby
                           allowing the consumer and/or their health care
                           professional determine what vitamin/nutritional
                           supplements skin-care products and health care
                           regimen is best for their individual needs.

                                      -8-

<PAGE>

                           The Company has developed and received a patent on a
                           non-invasive DNA Collection Kit(R) for the collection
                           of DNA specimens of its clients. No licensing or
                           training is necessary for the collection by a client
                           of his or her DNA specimen. The DNA Collection Kit(R)
                           consists of two swabs envelopes for mailing, a swab
                           drying stand, and complete instructions; the kit and
                           kit elements are bar coded to facilitate tracking,
                           control and confidentiality. The collection process
                           is self administered and non-invasive (the DNA
                           specimen is obtained by rubbing the inside of the
                           check) and takes less than five minutes to complete.
                           The kit is classified as a non-medical device.

                           The Company has created a proprietary methodology for
                           SNP (single nucleotide polymorphism) based genetic
                           profiles that the Company has named GeneLink
                           Nutragenetic Profile(TM) and Dermagenetics(R). The
                           GeneLink Nutragenetic Profile(TM) and
                           Dermagenetics(R) profiles (patents pending). These
                           profiles provide a means of predicting an
                           individual's inherent genetic capacity to combat such
                           conditions as oxidative stress and other important
                           selected areas of physiologic health. The profiles,
                           for example, can measure a person's potential to
                           efficiently control oxygen free radical damage,
                           eliminate hydrogen peroxide, protect and repair
                           oxidized phospholipids and destroy harmful
                           environmental compounds.

                           The Company's profile assessment enables nutritional
                           and skin care companies and health care professionals
                           to recommend a specific and targeted regime of
                           antioxidant vitamins, nutrients or skin care
                           formulations that have been specifically designed to
                           compensate for predicted deficiencies and to help
                           provide individuals the best of health and
                           appearance.

                           On December 4, 2004, the Company formed a wholly
                           owned subsidiary, Dermagenetics, Inc., to provide its
                           genetically customized products and services to the
                           skin and personal care market.

2.   BASIS OF              The accompanying unaudited consolidated financial
     PRESENTATION          statements have been prepared by the Company in
                           accordance with the instructions to Form 10-QSB and
                           Article 10 of Regulation S-X relating to interim
                           financial statements. Accordingly, they do not
                           include all of the information and footnotes required
                           by generally accepted accounting principles for
                           complete financial statements and should be read in
                           conjunction with the consolidated financial
                           statements and notes thereto included in the Annual
                           Report on Form 10-KSB of GeneLink, Inc. and
                           Subsidiary for the year ended December 31, 2004.

                                      -9-

<PAGE>

                           In the opinion of management, all adjustments
                           (consisting of normal recurring accruals) necessary
                           to present fairly the information set forth in the
                           accompanying consolidated financial statements have
                           been included. The results reported in these
                           consolidated financial statements for the nine-month
                           period ended September 30, 2005 should not be
                           regarded as necessarily indicative of results that
                           may be expected for the year ended December 31, 2005.

3.   SHAREHOLDERS'
     EQUITY TRANSACTIONS

                           COMMON STOCK

                           The Company issued 232,500 shares of common stock
                           valued at $51,150 and 232,500 warrants to purchase
                           common stock valued at $27,900 as commissions for
                           fundraising for the nine months ended September 30,
                           2005.

                           The Company issued 328,000 warrants to purchase
                           common stock valued at $27,520 for consulting
                           services for the nine months ended September 30,
                           2005.

                           Pursuant to private placement offerings, the Company
                           issued 2,250,000 shares of common stock and 1,625,000
                           warrants to purchase common stock for cash
                           consideration of $450,000. Using the Black-Scholes
                           methodology, the warrants were valued at $110,006.

                           During the nine months ended September 30, 2005,
                           loans payable of $125,000 and accrued interest of
                           $3,074 was converted into 640,369 shares of common
                           stock and 640,369 warrants to purchase common stock
                           at an exercise price of $.20 per share. In connection
                           with one of the loans originating in 2004, 200,000
                           warrants were issued at an exercise price of $.25.

                           The Company issued 14,000 shares of common stock
                           valued at $2,100 for consulting services for the nine
                           months ended September 30, 2005.

                           The Company issued 219,670 shares of common stock
                           valued at $30,754 and 109,835 warrants to purchase
                           common stock valued at 6,590 for advertising services
                           for the nine months ended September 30, 2005.

                           SUBSCRIPTION RECEIVABLE - OFFICERS
                           (RECHARACTERIZATIONS)

                           Since its inception, the Company advanced funds
                           periodically to an officer in lieu of paying similar
                           amounts of accruing salary. Subscription
                           Receivable-Officers represents officer's loans and
                           accrued interest of $0 and $1,016,635 at

                                      -10-

<PAGE>

                           December 31, 2004 and December 31, 2003,
                           respectively. The loans accrue interest using the
                           average applicable monthly Federal Rates (AFRs).

                           While no stock or other security was the subject of
                           any related subscription agreement between the
                           Company and said officer, the Company recorded these
                           receivables in a contra-equity account in the
                           Company's balance sheet in accordance with the
                           determination of its external auditors that such
                           treatment was required by the Securities and Exchange
                           Commission Staff Accounting Bulletin Topic 4G, with
                           related interest income on these notes also being
                           recorded in the Company's equity section.

                           On June 29, 2003 the Company issued to John
                           DePhillipo 2,722,345 shares and Maria DePhillipo
                           723,530 shares in satisfaction of accrued and unpaid
                           salary of $544,469 owed to John DePhillipo and
                           $144,704 owed to Maria DePhillipo.

                           Effective March 24, 2004, the issuance of the shares
                           on June 29, 2003 to John DePhillipo and Maria
                           DePhillipo in satisfaction of accrued but unpaid
                           salary was recharacterized as additional compensation
                           paid to John DePhillipo and Maria DePhillipo. In
                           connection therewith, the accrued interest payable by
                           Mr. DePhillipo to the Company with respect to the
                           "subscription receivable" was forgiven in recognition
                           of the fact that the accrued salary payable had not
                           accrued interest payable by the Company to Mr.
                           DePhillipo.

                           To reflect the additional compensation granted and
                           the interest forgiven, the Corporation recorded
                           $544,469 of additional compensation and $331,271 in
                           forgiveness of interest to Mr. DePhillipo during
                           March, 2004. The "subscription receivable" was repaid
                           in 2004 in conjunction with a sale of treasury stock
                           back to the Company by Mr. DePhillipo.

                           The components of the repayment of the "subscription
                           receivable" via the treasury stock transaction is as
                           follows:

<TABLE>
<S>                                                     <C>
Subscription receivable before repayment                $  1,028,935
                                                        ------------
Less reductions in additional paid-in-capital:
      Accrued interest forgiven - J. DePhillipo             (331,271)
      Stock option compensation - J. DePhillipo             (544,919)
      Stock option compensation - M. DePhillipo              (43,550)
                                                        ------------
                                                            (919,740)
                                                        ------------

Less treasury stock sales by stockholder:
      Shares sold to company by
      J. DePhillipo 209,990 @$.0.52                         (109,195)
                                                        ------------
Subscription receivable after repayment                 $          0
                                                        ============
</TABLE>

                                      -11-

<PAGE>

4.   NOTE PAYABLE

                           The Company entered into an agreement with a
                           consultant to assist in selling its state net
                           operating losses for a cash consideration of
                           approximately $250,000.

                           The Company borrowed $215,000 under a promissory note
                           agreement, bearing interest at 24% per annum and
                           matures the earlier of March 2006 or the receipt of
                           the sales proceeds from the sale of net operating
                           losses under the New Jersey Technology Business Tax
                           Certified Transfer Program, with the sale proceeds
                           pledged as collateral. In connection with the loan,
                           the Company issued 200,000 shares of common stock
                           valued at $0.12 per share, prepaid three months of
                           interest and paid the lender's legal fee of $2,500
                           and all other expenses associated with the loan.

5.   SUBSEQUENT EVENT-     John R. DePhillipo, the Company's former Chief
     LEGAL CONTINGENCY     Executive Officer and Chief Financial Officer and
                           currently a director of the Company, has commenced
                           two lawsuits allegedly arising out of his termination
                           by the Company for "cause," as defined in his
                           Employment Agreement with the Company.

                           In an action filed in the United States District
                           Court for the Eastern District of Pennsylvania, John
                           R. DePhillipo v. Robert P. Ricciardi, Civil Action
                           No. 05-5906, Mr. DePhillipo alleges that Mr.
                           Ricciardi, a Director and Officer of the Company, (1)
                           caused Mr. DePhillipo's employment with the Company
                           to be wrongfully terminated and therefore is
                           personally liable for all severance owed Mr.
                           DePhillipo, in the amount of at least $75,000; (2) is
                           personally liable for Mr. DePhillipo's unpaid back
                           salary of $84,000 because Mr. Ricciardi is an officer
                           and/or director of the Company; and (3) acted
                           sufficiently maliciously to justify punitive damages
                           being assessed against Mr. Ricciardi of $10,000,000.
                           Under the terms of the Company's By-laws and
                           Pennsylvania law, the Company is obligated both to
                           reimburse Mr. Ricciardi for his costs of defending
                           this action and is required to advance him the costs
                           of the expense of such a defense. Special outside
                           counsel to the Board of Directors of the Company has
                           advised the Company that he believes the lawsuit is
                           without merit.

                                      -12-

<PAGE>
                           In a separate action filed by Mr. DePhillipo against
                           the Company in the Superior Court of New Jersey, Law
                           Division, Atlantic County, John R. DePhillipo v.
                           GeneLink, Inc. Docket No. ATL-L-7479-05, Mr.
                           DePhillipo alleges that that he was terminated by the
                           Company without cause, as defined in his Employment
                           Agreement, and therefore is entitled to in excess of
                           $1,500,000 in severance payments and $84,000 in
                           accrued but unpaid salary. The Company believes that
                           the severance claim is without merit and that it has
                           offsetting counterclaims against Mr. DePhillipo at
                           least in an equivalent amount of the accrued and
                           unpaid salary.

                                      -13-

<PAGE>

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 nine-month period ended September 30, 2005 are not
necessarily indicative of the results that may be expected for the full fiscal
year ending December 31, 2005.

LIQUIDITY AND CAPITAL RESOURCES

For the nine month period ended September 30, 2005, the Company's primary
liquidity requirements have been the payment of operating expenses, including
compensation and benefits to officers and other employees, and sales and
marketing efforts. In the first nine months of 2005, the Company raised
$607,500, through the issuance of stock and warrants and through a loan of
anticipated proceeds from the sale of net operating losses through the New
Jersey Technology Business Tax Certified Transfer Program (the "Tax Transfer
Program").

Through the Tax Transfer Program, the Company will sell $265,450 of net
operating loss benefits. It will receive $228,287 of net proceeds from such
sale. It is anticipated that the Company should receive such proceeds on or
around December 31, 2005.

On September 21, 2005, the Company borrowed $215,000 from a lender and pledged
as collateral its anticipated payments under the Tax Transfer Program. This loan
bears an interest at 24% per annum and matures at the earlier of March, 2006 or
the receipt of the net proceeds from the Tax Transfer Program. In connection
with the loan, the Company issued 200,000 shares of its common stock, prepaid
three months of interest and paid the lender's legal fees of $2,500.

It is anticipated that the Company will participate in the Tax Transfer Program
in 2006 and will receive additional funds from the sale of its net operating
losses in 2006. At this time it is unknown how much, if any, proceeds the
Company will receive in 2006 or thereafter from the sale of net operating losses
through the Tax Transfer Program.

Cash and cash equivalents at September 30, 2005 amounted to $63,561 as compared
to $155,689 at December 31, 2004, a decrease of $92,128. During the first nine
months of 2005, the Company's operating activities utilized $584,036, as
compared to $1,224,764 for the first nine months of 2004, a decrease of
$640,728. Cash utilized during the nine months period ended September 30, 2005
primarily was used to fund a portion of the Company's $1,010,165 net losses for
such period.

Financing activities provided $607,500 for the nine month period ended September
30, 2005 as compared to $566,750 for the nine months ended September 30, 2004,
an increase of $40,750. Financing activities in the nine months ended September
30, 2005 resulted primarily from the issuance of $419,900 of stock and warrants
and the borrowing of $215,000 against anticipated proceeds from the Tax Transfer
Program.

                                      -14-

<PAGE>

The Company will require approximately $1,000,000 during the next twelve months
for research and development, for working capital and to pay accounts payable.
The Company intends to raise funds through the private placement of its
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 required capital, it will
continue to realize negative cash flow and losses and may not be able to
continue operations.

        COMPARISON OF THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2005
              TO THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2004

FINANCIAL CONDITION

Assets of the Company decreased from $565,305 at December 31, 2004 to $556,503
at September 30, 2005, a decrease of $8,802. This decrease was primarily due to
a decrease in cash from $155,689 at December 31, 2004 to $63,561 at September
30, 2005, a decrease of $92,128, which was used to partially fund working
capital expenses, as partially offset by increases in property and equipment
from $96,517 at December 31, 2004 to $141,523 at September 30, 2005, an increase
of $45,006, due primarily to acquisition of computer software, and an increase
in other assets from $220,279 at December 31, 2004 to $248,396 at December 31,
2005, an increase of $28,117, due primarily to an increase in patent costs.

Liabilities increased from $764,599 at December 31, 2004 to $1,126,402 at
September 30, 2005, an increase of $361,803. This increase in liabilities
primarily resulted due to an increase in accounts payable and accrued expenses
from $95,800 at December 31, 2004 to $220,086 at September 30, 2005, an increase
of $125,086, an increase in loans payable from $213,899 at December 31, 2004 to
$287,733 at September 30, 2005, reflecting the conversion of $125,000 of loans
into common stock and warrants and the $215,000 loan associated with the
Transfer Tax Program, an increase in accrued compensation - current from $0 at
December 31, 2004 to $54,168 at September 30, 2005, and an increase in accrued
compensation from $432,937 at December 31, 2004 to $566,826 at September 30,
2005, an increase of $133,889.

CURRENT YEAR PERFORMANCE AND EARNINGS OUTLOOK

Revenues. The total revenues for the nine months ended September 30, 2005 were
$361,548 as compared to $254,705 for the nine months ended September 30, 2003,
an increase of $106,843, or 42%. Total revenues for the three months ended
September 30, 2005 were $76,850 as compared to $157,054 for the three months
ended September 30, 2004, a decrease of $80,204, or 51%. A majority of the
Company's revenues during the current fiscal year have resulted from sales to
day spas, which traditionally experience a downward trend in clients during the
summer months.

Expenses. Total expenses for the nine months ended September 30, 2005 were
$1,371,713 as compared to $1,892,095 for the nine months ended September 30,
2004, a decrease of $520,382, primarily relating to a $466,411 decrease in
selling, general and administrative expenses during the nine months ended
September 30, 2005, mainly resulting from the $544,645 of non-cash compensation
expenses to the Company's former chief executive officer charged in 2004 which
was used to partially repay a "subscription receivable" of $1,028,935 owed by
such officer. See Note 3 to the Financial Statements - "SHAREHOLDERS' EQUITY
TRANSACTIONS - Subscription Receivable - Officer (Recharacterizations)". Total
expenses of the three months ended September 30, 2005 were $359,424 as compared
to $336,162 for the three months ended September 30, 2004, an increase of
$23,262.

                                      -15-

<PAGE>

Losses. The Company incurred a loss of $1,010,165 for the nine months ended
September 30, 2005 as compared to a loss of $1,637,390 for the nine months ended
September 30, 2004, a decrease of $627,225, primarily resulting from the
decrease in expenses for the nine months ended September 30, 2005 of $520,382,
as further described above and in particular the $544,645 of non-cash
compensation expenses to the Company's former chief executive officer charged in
2004. The Company incurred a loss of $282,574 for the three months ended
September 30, 2005, as compared to a loss of $179,108 for the three months ended
September 30, 2004, an increase of $103,466.

FACTORS AFFECTING THE COMPANY'S BUSINESS AND PROSPECTS

There are a number of factors that affect the Company's business and the results
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; the Company's ability to enter into strategic alliances with
companies in the health care, nutritional and skin-care industries; and 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.

ITEM 3.   CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in its Exchange Act reports is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission's rules and forms, and that such
information is accumulated and communicated to management, including the Acting
Chief Executive Officer and Acting Chief Financial Officer, as appropriate, to
allow timely decisions regarding required disclosure. Management necessarily
applies its judgment in assessing the costs and benefits of such controls and
procedures, which, by their nature, can provide only reasonable assurance
regarding management's control objectives.

With the participation of management, the Company's Acting Chief Executive
Officer and Acting Chief Financial Officer evaluated the effectiveness of the
design and operation of the Company's disclosure controls and procedures at the
conclusion of the three months ended September 30, 2005. Based upon this
evaluation, the Acting Chief Executive Officer and Acting Chief Financial
Officer concluded that the Company's disclosure controls and procedures were
effective in ensuring that material information required to be disclosed is
included in the reports that it files with the Securities and Exchange
Commission.

CHANGES IN INTERNAL CONTROLS

There were no significant changes in the Company's internal controls or, to the
knowledge of management of the Company, in other factors that could
significantly affect internal controls subsequent to the date of the Company's
most recent evaluation of its disclosure controls and procedures utilized to
compile information included in this filing.

                                      -16-

<PAGE>

PART II.   OTHER INFORMATION

ITEM I.    LEGAL PROCEEDINGS

John R. DePhillipo, the Company's former Chief Executive Officer and Chief
Financial Officer and currently a director of the Company, has commenced two
lawsuits allegedly arising out of his termination by the Company for "cause," as
defined in his Employment Agreement with the Company.

In an action filed in the United States District Court for the Eastern District
of Pennsylvania, John R. DePhillipo v. Robert P. Ricciardi, Civil Action No.
05-5906, Mr. DePhillipo alleges that Mr. Ricciardi, a Director and Officer of
the Company, (1) caused Mr. DePhillipo's employment with the Company to be
wrongfully terminated and therefore is personally liable for all severance owed
Mr. DePhillipo, in the amount of at least $75,000; (2) is personally liable for
Mr. DePhillipo's unpaid back salary of $84,000 because Mr. Ricciardi is an
officer and/or director of the Company; and (3) acted sufficiently maliciously
to justify punitive damages being assessed against Mr. Ricciardi of $10,000,000.
Under the terms of the Company's By-laws and Pennsylvania law, the Company is
obligated both to reimburse Mr. Ricciardi for his costs of defending this action
and is required to advance him the costs of the expense of such a defense.
Special outside counsel to the Board of Directors of the Company has advised the
Company that he believes the lawsuit is without merit.

In a separate action filed by Mr. DePhillipo against the Company in the Superior
Court of New Jersey, Law Division, Atlantic County, John R. DePhillipo v.
GeneLink, Inc. Docket No. ATL-L-7479-05, Mr. DePhillipo alleges that that he was
terminated by the Company without cause, as defined in his Employment Agreement,
and therefore is entitled to in excess of $1,500,000 in severance payments and
$84,000 in accrued but unpaid salary. The Company believes that the severance
claim is without merit and that it has offsetting counterclaims against Mr.
DePhillipo at least in an equivalent amount of the accrued and unpaid salary.

ITEM 6.   Exhibits and Reports on Form 8-K.

      (a)   Exhibit No.

            31.1 Certification of Chief Executive Officer and Chief Financial
            Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

            32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
            pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

      (b)   Reports on Form 8-K.

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

                                   * * * * * *

                                      -17-

<PAGE>

            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: December 13, 2005                   By: /s/ Monte E. Taylor, Jr.
                                              ----------------------------------
                                              Monte E. Taylor, Jr., Acting Chief
                                              Executive Officer and Acting
                                              Financial Officer

                                      -18-