<PAGE>

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

                                   FORM 10-QSB

                    QUARTERLY REPORT FOR THE QUARTERLY PERIOD
                            ENDED SEPTEMBER 30, 2001

                           COMMISSION FILE NO. 0-28077

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

<TABLE>
<S>                                         <C>
           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)
</TABLE>

                    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 November 1, 2001                      15,399,513
                                                     ----------
</TABLE>

         Transitional Small Business Disclosure Format Yes ___ No X


<PAGE>
                                 GENELINK, INC.

PART I.  FINANCIAL INFORMATION

ITEM 1.  Financial Statements.

         Balance Sheets at September 30, 2001 (unaudited) and December 30, 2000

         Statements of Income for the three months and nine months ended
         September 30, 2001 and 2000 (unaudited)

         Statements of Cash Flows for the nine months ended September 30, 2001
         and 2000 (unaudited)

         Notes to Financial Statements (unaudited)


                                       2
<PAGE>
                                 GENELINK, INC.
                                 BALANCE SHEETS



<TABLE>
<CAPTION>
                                     ASSETS


                                              (Unaudited)
                                             September 30,          December 31,
                                                 2001                   2000
                                                 ----                   ----
<S>                                          <C>                    <C>
CURRENT ASSETS
         Cash                                 $   1,124              $  13,804
         Accounts Receivable                        798                  2,324
         Inventory                               10,106                 10,358
         Prepaid Expenses                        67,299                 47,072
                                              ---------              ---------

Total Current Assets                             79,327                 73,558
                                              ---------              ---------

FIXED ASSETS
         Office Furniture                         1,154                  1,154
         Office Equipment                        16,246                 16,246
         Leasehold Improvements                  50,000                 50,000
                                              ---------              ---------
                                                 67,400                 67,400
Less:  Accumulated Depreciation                 (19,879)               (17,022)
                                              ---------              ---------

Total Fixed Assets                               47,521                 50,378
                                              ---------              ---------

OTHER ASSETS
         Deposits                                   728                    840
         Patent                                   3,229                  3,229
                                              ---------              ---------
                                                  3,957                  4,069
Less:  Accumulated Amortization                  (1,301)                (1,139)
                                              ---------              ---------

Total Other Assets                                2,656                  2,930
                                              ---------              ---------

TOTAL ASSETS                                  $ 129,504              $ 126,866
                                              =========              =========
</TABLE>


See accompanying notes to financial statements.

                                       3
<PAGE>
                                 GENELINK, INC.
                                 BALANCE SHEETS

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


<TABLE>
<CAPTION>
                                                  (Unaudited)
                                                  September 30,        December 31,
                                                       2001               2000
                                                       ----               ----
<S>                                               <C>                 <C>
CURRENT LIABILITIES
     Accounts Payable & Accrued Expenses           $   186,267         $   131,997
     Accrued Payroll Taxes                              15,157               4,960
     Accrued Interest Payable                            1,187              23,782
     Notes Payable - Current Portion                    15,000             448,757
                                                   -----------         -----------

Total Current Liabilities                              217,611             609,496
                                                   -----------         -----------

LONG-TERM LIABILITIES
     Accrued Compensation                              309,157             172,318
     Loans Payable Affiliates--
         Net of current portion                         48,000              43,230
                                                   -----------         -----------

Total Long-Term Liabilities                            357,157             215,548
                                                   -----------         -----------

STOCKHOLDERS' EQUITY (DEFICIT)
       Common Stock $.01 par value,
       75,000,000 shares authorized
       15,188,691 and 12,917,262 shares
       issued, 15,092,511 and 12,821,082
       outstanding as of September 30, 2001
       and December 31, 2000, respectively             151,887             129,172
     Treasury Stock, 96,180 shares                    (109,860)           (109,860)
     Additional Paid-in Capital                      5,060,283           4,336,631
     Stock Subscriptions Receivable                   (857,089)           (818,304)
     Stock Warrants                                     57,934                   0
     Deferred Compensation                            (200,000)           (400,000)
     Accumulated Deficit                            (4,548,419)         (3,835,817)
                                                   -----------         -----------

Total Stockholders' Equity (Deficit)                  (445,264)           (698,178)
                                                   -----------         -----------

TOTAL LIABILITIES AND
     STOCKHOLDERS' EQUITY (DEFICIT)                $   129,504         $   126,866
                                                   ===========         ===========
</TABLE>


See accompanying notes to financial statements.

                                       4
<PAGE>
                                 GENELINK, INC.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                  For The              For The              For The              For The
                                                Three Months         Three Months          Nine Months          Nine Months
                                                   Ended                Ended                Ended                Ended
                                                September 30,        September 30,        September 30,        September 30,
                                                    2001                2000                  2001                2000
                                                    ----                ----                  ----                ----
<S>                                             <C>                  <C>                  <C>                  <C>
REVENUE                                         $      2,488         $      5,655         $     13,951         $     19,192
COST OF GOODS SOLD                                       591                  460                1,815                1,956
                                                ------------         ------------         ------------         ------------
GROSS PROFIT                                           1,897                5,195               12,136               17,236
                                                ------------         ------------         ------------         ------------

EXPENSES
   SELLING, GENERAL AND ADMINISTRATIVE               108,368              114,959              498,835              499,982
   CONSULTING                                          2,461                4,688               17,353               37,108
   PROFESSIONAL FEES                                  45,323               21,055              107,910               78,043
   ADVERTISING AND PROMOTION                          29,987                   91               58,248               18,007
   AMORTIZATION AND DEPRECIATION                       1,006                1,431                3,019                4,114
                                                ------------         ------------         ------------         ------------
                                                     187,145              142,224              685,365              637,254
                                                ------------         ------------         ------------         ------------

                                                         375               37,062               53,665               83,621
                                                ------------         ------------         ------------         ------------
INTEREST EXPENSE
                                                         139                  443                  283                  707
                                                ------------         ------------         ------------         ------------
INTEREST INCOME

NET LOSS BEFORE EXTRAORDINARY ITEM              $   (185,484)        $   (173,648)        $   (726,611)        $   (702,932)
                                                ------------         ------------         ------------         ------------

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

NET LOSS                                        $   (185,484)        $   (173,648)        $   (712,601)        $   (702,932)
                                                ============         ============         ============         ============

NET LOSS PER SHARE BASIC AND DILUTED            $       (.01)        $       (.01)        $       (.05)        $       (.06)
                                                ============         ============         ============         ============


    Weighted average common shares and
    diluted potential common shares               14,969,447           12,433,970           14,026,283           11,588,044
                                                ============         ============         ============         ============
</TABLE>


See accompanying notes to financial statements.

                                       5
<PAGE>
                                 GENELINK, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                             FOR THE           FOR THE
                                                           NINE MONTHS       NINE MONTHS
                                                             ENDED             ENDED
                                                          SEPTEMBER 30,     SEPTEMBER 30,
                                                              2001              2000
                                                              ----              ----
<S>                                                       <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net Loss                                              $(712,601)        $(702,932)

    Adjustments to reconcile net loss
       to net cash used by operating activities
       Depreciation and Amortization                           3,019             4,114
       Amortization of bond discount                          36,243            60,937
       Fair value of compensation related
         to vested options                                   200,000           200,000
       Compensation on options exercised                           0            24,360
       Common Stock issued for services                       61,693            71,888
       Option exercised by reducing
         accrued compensation                                      0            60,000
       Fair value of options granted for consulting            7,710                 0
          Services
       Accrued interest on Subordinated
          Debt converted to common stock                           0            12,125
       (Increase) decrease in assets
             Accounts Receivable                               1,526               298
             Inventory                                         252               376
             Prepaid expenses                                (20,227)          (34,723)
             Deposits                                            112               800
       Increase (decrease) in liabilities
             Accounts payable & accrued expenses              84,270            29,647
             Accrued payroll taxes                            10,197           (11,660)
             Accrued interest                                 13,517            12,545
             Accrued compensation                            136,839            49,770
                                                           ---------         ---------
       Net cash used by operating
          Activities                                        (177,450)         (222,455)
                                                           ---------         ---------

CASH FLOWS FROM INVESTING ACTIVITIES
       Purchase of property and equipment                          0            (3,455)
       Decrease in subscriptions receivables                       0           (21,000)
                                                           ---------         ---------
       Net cash used by investing activities               $       0         $ (24,455)
                                                           ---------         ---------
</TABLE>


See accompanying notes to financial statements.

                                       6
<PAGE>
                                 GENELINK, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                              FOR THE               FOR THE
                                                            NINE MONTHS           NINE MONTHS
                                                               ENDED                 ENDED
                                                          SEPTEMBER, 2001      SEPTEMBER 30, 2000
                                                          ---------------      ------------------
<S>                                                       <C>                  <C>
CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from loans and notes payable                     $   4,770              $  12,730
      Net Proceeds from debentures issued                            0                274,225
      Proceeds relating to issuance
        of common stock (net)                                  160,000                 10,000
                                                             ---------              ---------
      Net cash provided by financing activities                164,770                296,955
                                                             ---------              ---------

NET INCREASE (DECREASE) IN CASH                                (12,680)                50,045

Cash, beginning of period                                       13,804                  5,977
                                                             ---------              ---------

Cash, end of period                                          $   1,124              $  56,022
                                                             ---------              ---------

SUPPLEMENTAL DISCLOSURES

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

      Interest paid                                          $       0              $       0
                                                             =========              =========


NON-CASH FINANCING TRANSACTIONS:
     Conversion of debt and accrued interest to Stock        $ 506,112              $ 115,000
                                                             ---------              ---------
     Accrued interest on subscriptions receivable            $  38,786              $  34,264
                                                             ---------              ---------
     Decrease in accrued compensation payable -
        cashless exercise of options                         $       0              $  60,000
                                                             ---------              ---------
     Conversion of accounts payable to stock                 $  30,000              $       0
                                                             ---------              ---------


      Stock issued related to debenture
        Financing                                            $       0              $  66,175
                                                             ---------              ---------
</TABLE>


See accompanying notes to financial statements.

                                       7
<PAGE>
                                 GENELINK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


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 $1,100 and sales have not increased enough to support
         operations. The Company incurred an operating loss of $712,601 and
         $702,932 for the nine months ended September 30, 2001 and 2000,
         respectively. The Company reported a deficit of $4,548,419 and
         $3,835,817 as of September 30, 2001 and December 31, 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
         generations 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 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

                                       8
<PAGE>
                                 GENELINK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


         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 PRODUCTS

         The Company has developed a DNA Collection Kit(R) 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 three proprietary genetic indicator
         tests(Genelink's Genesis 1 Program(TM)) and has filed three patent
         applications: (1) Assessment of Oxidative Stress (OS) Genes that can
         contribute to disease and aging; (2) Assessment of Oxidative Stress
         (OS) Genes to be used to genetically predict an individual's risk for
         skin aging; and (3) a SNP's based method to detect susceptibility to
         obesity. Specifically, these genetics based tests (on which patents are
         pending) are designed to measure single-nucleotide polymorphisms, or
         SNP's, which are small variations in DNA. 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.

         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

                                       9
<PAGE>
         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 up to 75 years. If the client requests
         the DNA specimen back at any time during the 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 the time 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 patents pending in the United States and foreign countries on its
         method of DNA gathering, which patent application is pending in foreign
         countries. The Company has a registered trademark for its name and logo
         and for the name "DNA Collection Kit"(R). In March, 2001, the Company
         reached 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"(R).

         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

                                       10
<PAGE>
         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.

         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 nine months ended September 30, 2001 and 2000.

         RECLASSIFICATIONS

         Certain balances not affecting net income have been reclassified to
         conform to the current year presentation.

         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 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

                                       11
<PAGE>
                                 GENELINK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


         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.

NOTE 2 -      PROPERTY AND EQUIPMENT

              Property and equipment consists of the following:

<TABLE>
<CAPTION>
                            SEPTEMBER 30,      DECEMBER 31,
                                2001               2000
                              -------            -------
<S>                         <C>                <C>
Office Furniture              $ 1,154            $ 1,154
Office Equipment               16,246             16,246
Leasehold Improvements         50,000             50,000
                              -------            -------
                              $67,400            $67,400
                              =======            =======
</TABLE>

Depreciation expense amounted to $2,857 and $3,952 for the nine months ended
September 30, 2001 and 2000, respectively.

NOTE 3 -      LOANS PAYABLE-AFFILIATES

              The Company's unsecured long-term debt consists of loans from
              various shareholders with no stated repayment terms.

<TABLE>
<CAPTION>
                                     SEPTEMBER 30,     DECEMBER 31,
                                         2001              2000
                                       -------           -------
<S>                                    <C>               <C>
Total Obligations                      $48,000           $43,230
          Less: Current Portion              0                 0
                                       -------           -------
                                       $48,000           $43,230
                                       =======           =======
</TABLE>

                                       12



<PAGE>
                                 GENELINK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (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%         3-31-00           50,000
$  15,000         April 30, 1999                             12%         3-31-00           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%         6-30-00           20,000
$  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.
 (585,000)        Less amounts converted to stock.
---------

$  15,000
=========
</TABLE>

Accrued interest payable on the debenture notes as of September 30, 2001 and
December 31, 2000 was $1,187 and $ 23,782, 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.

                                       13
<PAGE>
                                 GENELINK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


The Company's Amortizable Debenture Discounts were as follows:

<TABLE>
<CAPTION>
                                                    SEPTEMBER 30,    DECEMBER 31,
                                                        2001             2000
                                                    ------------     ------------
<S>                                                 <C>              <C>
Original Amortizable Debenture Discount              $ 246,448        $ 246,448
Less Cumulative Amortization/Interest Exp              246,448         (210,206)
                                                     ---------        ---------
Net Amortizable Debenture Discounts                  $       0        $  36,242
                                                     =========        =========
</TABLE>

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

<TABLE>
<S>                                                 <C>              <C>
Original Debentures issued                           $ 600,000        $ 600,000
Less Amounts converted to stock                       (585,000)        (115,000)
Net Amortizable Debenture Discounts                          0          (36,242)
                                                     ---------        ---------
Net Debenture Notes Payable                          $  15,000        $ 448,758
                                                     =========        =========
</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 September 30, 2001 and
              December 31, 2000:

<TABLE>
<CAPTION>
              SEPTEMBER 30,       DECEMBER 31,
                  2001                2000
                  ----                ----
<S>           <C>                 <C>
2000            $     0             $ 1,158
2001                764                 764
                -------             -------
                $   764             $ 1,922
                =======             =======
</TABLE>

NOTE 6 -      INCOME TAXES

              At September 30, 2001, the Company had significant federal and
              state tax net operating loss carryforwards of approximately
              $5,000,000. 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 approximately
              $1,200,000 at September 30, 2001 primarily from net operating loss
              carryforwards. A valuation allowance was recorded to reduce the
              net deferred tax asset to zero.

                                       14
<PAGE>
                                 GENELINK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 7 -      SHAREHOLDERS' EQUITY TRANSACTIONS

              The Company's shareholder equity consists of the following:

         A.   COMMON STOCK

              During the nine months ended September 30, 2001 the Company issued
              486,666 shares of common stock and 486,666 warrants to purchase
              common stock for cash consideration of $160,000. This is pursuant
              to the private placement offerings from January and June, 2001.

              The Company issued 138,000 and 300,000 common shares of stock for
              consulting services valued at $42,004 and $71,888 for the nine
              months ended September 30, 2001 and 2000, respectively.

              The Company issued 383,750 shares of common stock as additional
              consideration for Debenture Notes Payable valued at $99,704 during
              the nine months ended September 30, 2000.

              The Company converted $470,000 and $115,000 of Debenture Notes
              Payable and accrued interest of $36,112 into 1,486,763 and 479,721
              common shares of stock valued at $506,113 and $122,684 at the
              dates of conversion during the nine months ended September 30,
              2001 and 2000, respectively.

              Officers of the Company exercised options to purchase 1,000,000
              shares of common stock. The Company received cash proceeds of
              $10,000 for one hundred thousand, $.10 options. Six hundred
              thousand, $.10 options valued at $60,000 offset accrued
              compensation due to an officer and three hundred thousand, $.20
              options, valued at a fair market price of $.28 at the exercise
              date, were recorded as additional subscriptions receivable and as
              compensation expense to an officer in the amounts of $60,000 and
              $24,360, respectively.

         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. Subscription Receivable-Officers represents loans
              and accrued interest of $857,089 and $818,304 at September 30,
              2001 and December 31, 2000, respectively. The loans accrue
              interest using the average applicable one-month Federal Rates
              (AFRs).

              The officer has executed notes 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.

                                       15
<PAGE>
                                 GENELINK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


              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 ask 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
              contraequity 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.   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 of
              accounting defined in SFAS 123 had been adopted. The Company has
              elected to account for its stock-based compensation plans under
              APB 25.

              During the three months ended March 31, 2000, the Company 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.

              On May 18, 2000, Dr. Robert Ricciardi exercised 600,000 options to
              acquire 600,000 shares of common stock at an exercise price of
              $.10 per share. The amount due to the Company, $60,000, was offset
              against monies the company previously owed to Dr. Ricciardi for
              accrued compensation.

              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 John DePhillipo an option to
              acquire 500,000 shares of 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 John
              DePhillipo. The option price was determined to be $.20 (110% of
              the fair market value of the company stock as of the

                                       16
<PAGE>
                                 GENELINK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


              date of the grant). These options vested immediately at the date
              of the grant.

              During the 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.

              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 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.

              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 May 11, 2001, options granted during 2000 to acquire 25,000
              shares of common stock at $1.50 per share were cancelled. The
              Company issued replacement warrants to acquire 100,000 shares at
              $.35 per share.

              During the quarter ended June 30, 2001, the Company issued
              warrants to acquire 12,000 shares of common stock at $1.00 per
              share and 40,000 shares of common stock at $.50 per share pursuant
              to consulting agreements. Of the warrants issued, 12,000 vest in
              twelve monthly installments of 1,000 commencing June 1,2001, and
              the other 40,000 vest 20,000 on April 1, 2002 and 20,000 on April
              1, 2003. Pursuant to FAS 123, consulting expense of $60 was
              recorded based on the fair value of the options granted.

              The following schedule summarizes the vested stock options and
              stock warrants activity and status as of September 30, 2001 and
              2000 and for the nine month period ending September 30, 2001 and
              2000.

                                       17
<PAGE>
                                 GENELINK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                          2001               2000
                                       ----------         ----------
<S>                                    <C>                <C>
Granted                                 8,183,041          5,244,375
                                       ==========         ==========
Vested options outstanding at
beginning of the period                 2,023,195          1,388,195
Options vested during period            2,415,667          1,630,000
Vested options exercised during
period                                          0         (1,000,000)
Cancelled                                (125,000)                 0
                                       ----------         ----------
Vested options outstanding at
end of period                           4,313,862          2,018,195
                                       ==========         ==========
</TABLE>

A summary of outstanding options/warrants along with their exercise price and
dates as of September 30, 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
$ 0.35          100,000             100,000        04/11/06
$ 0.40        1,500,000             500,000        01/23/06
$ 0.44          550,000             275,000        01/17/06
$ 0.50          456,666             416,666        04/01/06-08/21/06
$ 0.75           45,000              45,000        12/31/04
$ 1.00           70,000              70,000        03/20/06
$ 1.00        2,010,000           1,610,000        12/31/03
$ 1.00           12,000               4,000        05/01/06
$ 1.50          189,375              64,375        12/31/03
              ---------           ---------
              8,183,041           4,313,861
              =========           =========
</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                $(712,061)
         Proforma                    (893,601)

Net Loss per common share:
         As reported                $    (.05)
         Proforma                        (.06)
</TABLE>

                                       18
<PAGE>
                                 GENELINK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


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>

         D.   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.

              On June 18, 2001, Genelink, Inc. commenced a private placement
              offering of up to 250,000 units at a price of $.30 per unit, under
              Rule 506 of Regulation D. Each unit consists of one share of
              Common Stock and a Warrant to acquire one share of Common Stock at
              an exercise price of $.50 per share. The proceeds will be used for
              working capital and to fund research and development relating to a
              new product line. This was amended on August 21, 2001 to offer up
              to 500,000 units.

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.

                                       19
<PAGE>
                                 GENELINK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
PERIOD ENDED SEPTEMBER 30                        2001                 2000
-------------------------                        ----                 ----
<S>                                          <C>                  <C>
Net loss                                     $   (712,601)        $   (702,932)
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                    14,026,283           11,588,044
Dilutive 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                 14,026,283           11,588,044
                                             ============         ============
Net loss per share-basic & diluted           $       (.05)        $       (.06)
                                             ============         ============
</TABLE>

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

<TABLE>
<CAPTION>
     PERIOD ENDED SEPTEMBER 30                  2001                 2000
     -------------------------                  ----                 ----
<S>                                          <C>                  <C>
Warrants and stock options                   4,313,862            2,018,195
                                             =========            =========
</TABLE>

NOTE 9 -      ADVERTISING

              The Company expenses the production costs of advertising the first
              time the advertising takes place. Advertising expense was $40,268
              and $18,007 for the nine months ending September 30, 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 nine months ended September 30, 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.

                                       20
<PAGE>
                                 GENELINK, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


              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/Waldon, 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 Company expects to commence payment of a
              management fee to Kelly/Waldron on terms to be agreed upon between
              the parties. As of September 30, 2000 the Company owed
              Kelly/Waldron $20,166. The agreement expired during 2000 and no
              balance was due to Kelly/Waldron as of September 30, 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.

                                       21
<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, 2001 are not
necessarily indicative of the results that may be expected for the full fiscal
year.

LIQUIDITY AND CAPITAL RESOURCES

For the nine month period ended September 30, 2001, the Company's primary
liquidity requirements have been research and development, 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 nine months of 2001
the Company has raised $144,370 primarily through the issuance of common stock.

Cash and cash equivalents at September 30, 2001 amounted to $1,124 as compared
to $13,804 at December 31, 2000, a decrease of $12,680. During the first nine
months of 2001, the Company's operating activities utilized $177,450, as
compared to $222,455 for the first nine months of 2000. Cash utilized during
these periods resulted from Company's net losses for such periods.

Financing activities provided $164,770 for the nine month period ended September
30, 2001 as compared to $296,955 for the nine months ended September 30, 2000.
Financing activities in the nine months ended September 30, 2001 resulted
primarily from the issuance of $160,000 of Common Stock throughout the first
nine months of 2001, as the Company required additional funds for working
capital purposes.

The Company will require approximately $2,000,000 for research and development
and to fund its sales and marketing strategy. 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 it is unlikely that it will be able to continue operations.

                                       22
<PAGE>
RESULTS OF OPERATIONS

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

<TABLE>
<CAPTION>
                                    NINE MONTH PERIOD           NINE MONTH PERIOD
                                 ENDED SEPTEMBER 30, 2001    ENDED SEPTEMBER 30, 2000
                                 ------------------------    ------------------------

                                        (UNAUDITED)                (UNAUDITED)
                                        -----------                -----------
<S>                              <C>                         <C>
Revenues                                 $  13,951                  $  19,192

Cost of Goods Sold                       $   1,815                  $   1,956

Net Earnings (Loss)                      $(712,601)                 $(702,932)

Net Earnings (Loss) Per Share            $   (0.05)                 $   (0.06)
</TABLE>

The following summary table presents comparative cash flows of the Company for
the nine months ended September 30, 2001 and 2000.

<TABLE>
<CAPTION>
                                    NINE MONTH PERIOD           NINE MONTH PERIOD
                                 ENDED SEPTEMBER 30, 2001    ENDED SEPTEMBER 30, 2000
                                 ------------------------    ------------------------

                                        (UNAUDITED)                (UNAUDITED)
                                        -----------                -----------
<S>                              <C>                         <C>

Net cash used by
operating activities                     $ 177,450                  $ 222,455

Net cash provided (used)
by investing activities                  $       0                  $ (24,455)

Net cash provided
by financing activities                  $ 164,770                  $ 296,955
</TABLE>

         The Company had a cash balance totaling $1,124 at September 30, 2001.

        COMPARISON OF THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2001
             TO THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000

FINANCIAL CONDITION

Assets of the Company increased from $126,866 at December 31, 2000 to $129,504
at September 30, 2001, an increase of $2,638. This increase was primarily due to
an increase in prepaid expenses from $47,072 at December 31, 2000 to $67,299 at
September 30, 2001, as partially offset by a decrease in cash from $13,804 at
December 31, 2000 to $1,124 at September 30, 2001.

Liabilities decreased from $825,044 at December 31, 2000 to $574,768 at
September 30, 2001, a decrease of $250,276. This decrease was primarily due to
reduction in Debentures payable from $448,757 at December 31, 2000 to $15,000 at
September 30, 2001, as partially offset by an increase in accrued compensation
from $172,318 at December 31, 2000 to $309,157 at

                                       23
<PAGE>
September 30, 2001 and an increase in accounts payable and accrued expenses from
$131,997 at December 31, 2000 to $186,267 at September 30, 2001.

CURRENT YEAR PERFORMANCE AND EARNINGS OUTLOOK

Revenues. The total revenues for the nine months ended September 30, 2001 were
$13,951 as compared to $19,192 for the nine months ended September 30, 2000, a
decreased $5,241 or 27.3%.

Total revenues for the three months ended September 30, 2001 were $2,488 as
compared to the $5,655 for the three months ended September 30, 2000, a decrease
of $3,167, or 56.0%.

Expenses. Total expenses for the nine months ended September 30, 2001 were
$739,030 as compared to $720,875 for the nine months ended September 30, 2000,
an increase of $18,155 primarily resulting from an increase in professional fees
from $78,043 for the nine months ended September 30, 2000 to $107,910 for the
nine months ended September 30, 2001, and an increase in advertising and
promotion expenses from $18,007 for the nine months ended September 30, 2000 to
$58,248 for the nine months ended September 30, 2001, as partially offset by a
decrease in interest expense from $83,621 for the nine months ended September
30, 2000 to $53,665 for the nine months ended September 30, 2001, resulting from
the conversion of Debentures into common stock.

Total expenses for the three months ended September 30, 2001 were $187,520 as
compared to $179,286 for the three months ended September 30, 2000, an increase
of $8,234 primarily resulting from an increase in professional fees from $21,055
for the three months ended September 30, 2000 to $45,323 for the three months
ended September 30, 2001 and an increase in advertising and promotion expenses
from $91 for the three months ended September 30, 2000 to $29,987 for the three
months ended September 30, 2001, as partially offset by a decrease in interest
expense from $37,062 to for the three months ended September 30, 2000 to $375
for the three months ended September 30, 2001, resulting from the conversion of
Debentures into common stock.

Losses. The Company incurred a loss of $712,601 for the nine months ended
September 30, 2001 as compared to a loss of $702,932 for the nine months ended
September 30, 2000, an increase of $9,669.

The Company incurred a loss of $185,484 for the three months ended September 30,
2001, as compared to a loss of $173,648 for the three months ended September 30,
2000, an increase of $11,776.

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.

                                       24
<PAGE>
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.

                                   * * * * * *

         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: November 12, 2000                  By:      /s/ John R. DePhillipo
                                            -----------------------------------
                                            John R. DePhillipo, Chief Executive
                                                   Officer and President


                                       25