SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                   FORM 10-KSB

[X]     ANNUAL  REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
        OF  1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
        ACT  OF  1934

       For the transition period from _______________ to _______________.


                       COMMISSION FILE NUMBER:  000-49688


                             SKTF ENTERPRISES, INC.
             (Exact name of registrant as specified in its charter)

                 FLORIDA                                        33-0961488
     State or other jurisdiction of                          (I.R.S. Employer
     incorporation or organization)                         Identification No.)

          1059 E. SKYLER DRIVE
               DRAPER, UTAH                                       84020
(Address of principal executive offices)                        (Zip Code)


      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE    (801) 361-7644


     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.
                                                        -----

     Check  if  there is no disclosure of delinquent filers pursuant to Item 405
of  Regulation  S-B  is  not  contained  in this form, and no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.  [X]

     State issuer's revenues for its most recent fiscal year.     The issuer had
no  revenues  for  the  year  ended  December  31,  2002.

     State  the  aggregate  market  value of voting and non-voting common equity
held  by  non-affiliates  computed by reference to the price at which the common
equity  was  sold, or the average bid and asked prices of such common equity, as
of  a  specified  date within the past 60 days.  (See definition of affiliate in
rule  12b-2  of  the  Exchange  Act.)  There was no market for our common stock.

     Indicate  the  number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.  As of March 27, 2003, there
were 6,044,750 shares of common stock, par value $0.001, issued and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

     If  the following documents are incorporated by reference, briefly describe
them and identify the part of the form 10-KSB (e.g., Part I, Part II, etc.) into
which  the  document is incorporated: (1) any annual report to security holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").  The listed
documents  should be clearly described for identification purposes (e.g., annual
report  to  security  holders  for  fiscal year ended December 24, 1990).  None.

                     Transitional Small Business Disclosure
                               Format (check one):

                             Yes           No   X
                                 -----        -----

<PAGE>

                             SKTF ENTERPRISES, INC.

                                TABLE OF CONTENTS
                                -----------------


                                     PART I

Item  1          Description  of  Business

Item  2          Description  of  Property

Item  3          Legal  Proceedings

Item  4          Submission  of  Matters  to  a  Vote  of  Security  Holders


                                     PART II

Item  5          Market  for  Common  Equity  and  Related  Stockholder  Matters

Item  6          Management's  Discussion  and  Analysis  or  Plan of Operations

Item  7          Financial  Statements

Item  8          Changes In and Disagreements With Accountants on Accounting and
                 Financial Disclosure


                                    PART III

Item  9          Directors,  Executive  Officers, Promoters and Control Persons;
                 Compliance  with Section  16(a)  of  the  Exchange  Act.

Item  10         Executive  Compensation

Item  11         Security Ownership of Certain Beneficial Owners and Management

Item  12         Certain  Relationships  and  Related  Transactions

Item  13         Exhibits  and  Reports  on  Form  8-K

Item  14         Controls  and  Procedures

                                        2
<PAGE>
                                     PART I

This Annual Report includes forward-looking statements within the meaning of the
Securities Exchange Act of 1934 (the "Exchange Act"). These statements are based
on  management's beliefs and assumptions, and on information currently available
to  management.  Forward-looking  statements  include the information concerning
possible  or assumed future results of operations of the Company set forth under
the  heading  "Management's  Discussion  and  Analysis of Financial Condition or
Plan  of Operation." Forward-looking statements also include statements in which
words  such as "expect," "anticipate,"  "intend," "plan," "believe," "estimate,"
"consider"  or  similar  expressions  are  used.

Forward-looking  statements  are  not  guarantees  of  future performance.  They
involve  risks, uncertainties and assumptions.  The Company's future results and
shareholder  values  may  differ  materially  from  those  expressed  in  these
forward-looking  statements.  Readers are cautioned not to put undue reliance on
any  forward-looking  statements.

ITEM  1  -  DESCRIPTION  OF  BUSINESS

RECENT  DEVELOPMENTS

     Through  December  31,  2002,  the  Company's business was the development,
marketing,  and  distribution of branded and licensed hats and clothing at major
events  such  as  sporting  events, concerts, and conventions.  A description of
this  historical  business  is  included  below.

     Recently,  however, the Board of Directors of the Company has undertaken an
analysis  of whether or not the historical business plan is economically viable,
and whether or not it should continue to be pursued.  If the historical business
plan is not pursued, the Board of Directors will decide whether or not to pursue
other  lines  of  business,  either  from  start up or through acquisitions.  No
decisions  have  been  reached  by  the  Board  of  Directors.

HISTORICAL  BUSINESS

INTRODUCTION

     SKTF  Enterprises,  Inc.,  a  Florida  corporation, was incorporated in the
State  of  Florida  on  March  27,  2001.

     We  are  a development stage company with no assets and no revenues, and we
have  not  begun  our  operations.  Our  business plan is to develop, market and
distribute  branded  and  licensed  hats  and  clothing  at major events such as
sporting  events, concerts, and conventions.  We do not have any agreements with
hat  or  clothing manufacturers, or with any event coordinators, and we have not
developed  any  of  our  products.  We will focus on high-end events such as the
World Series, the Super Bowl, the Indianapolis 500, concerts, the Republican and
Democratic  National  Conventions,  and  others.

     We  expect to acquire appropriate licenses to manufacture and sell hats and
clothing,  then  have  the  products  manufactured.  We  have  not contacted any
potential  licensors  or  manufacturers.

MARKETING  AND  DISTRIBUTION

     We  will  hire personnel in the local area surrounding the respective event
who  will  put together a temporary sales force to market the products.  We have
not  taken any steps to identify potential members of our sales force, nor do we
have  any  estimate of how much they will cost.  After each respective event, we
expect  to  continue  to  market  our  products  using  the  local  sales force,
mail-order  catalog  sales,  and  Internet  web  site sales.  In our opinion, we
expect  that the market for licensed products will continue for up to six months
following  a  major  event.

                                        3
<PAGE>
COMPETITION

     We  have  not  yet  commenced  operations,  and  are  entering  into a very
competitive marketplace.  The following is a list of the top 10 licensed apparel
companies  based  on  1998  actual  sales,  as  published  by the Sporting Goods
Business,  November  1999:

<TABLE>
<CAPTION>
<S>                  <C>                  <C>
                     1998 Sales (e)       % Change from 1997
Starter . . . . . .  $345 million          +6%
Champion. . . . . .  $245 million         +50%
VF Knitwear . . . .  $230 million           0%
Logo Athletic . . .  $228 million         +15%
Fruit of the Loom .  $220 million         +10%
Russell . . . . . .  $120 million         +70%
Nike. . . . . . . .  $100 million         +66%
Mighty Mac. . . . .  $ 75 million         +20%
Winning Ways. . . .  $ 60 million         +15%
Sports Specialties.  $ 60 million          +5%
</TABLE>

     In  our opinion, we are not competitive with the companies described above.
We do not expect, in either the short or long term, to have sales similar to the
competition  described  above.

MANUFACTURING

     We  do  not  intend to manufacture any of our products.  Once we obtain the
rights to manufacture products, we will contract with third-party manufacturers.
We have not contacted any manufacturers, and do not know what our costs of goods
will  be.

KEY  CUSTOMERS  AND  AGREEMENTS

     In order to be successful, we will have to obtain the rights to manufacture
branded  products,  then  we  will have to obtain permission to deploy our sales
force in and around each event, an finally we will have to enter into agreements
to  manufacture  the products at profitable levels.  Only after we have done all
three  of  these  things  can  we  begin  to  generate  sales  to our customers.

     Our  success  is  dependent  on our ability to enter into key agreements as
described  above.  We currently do not have any such agreements.  Our management
believes, however, that  they  can  develop  relationships  with  key  event co-
ordinators  licensors, however we can make no guaranty of our  success.  In  the
event we are unable to develop these key relationships, our business will likely
fail.

                                        4
<PAGE>
     We  do  not  have, nor do we intend to obtain, any patents or trademarks of
our  own until such time as we begin to develop our own custom designs.  At that
time,  we  expect  to  apply  for  trademark  and  service  mark  protection.

GOVERNMENT  APPROVALS  AND  REGULATION

     Other  than  customary  labor  laws and local ordinances regarding sales of
products  in  public, we are not subject to any government regulation.  Further,
we  are  not  subject  to  any  environmental  laws  or  regulations.

RESEARCH  AND  DEVELOPMENT

     We  have  not  spent  any  material amount of time or money on research and
development,  and  do  anticipate  doing  so  in  the  future.

EMPLOYEES

     Other  than  our  current  sole  director  and  officer, we do not have any
employees  because  our  business  has  not  commenced operations.  We intend to
market  our  products through a temporary sales force consisting of residents of
the  local  area  where  we  will  be  selling  products.

     All  internet  and  catalog  sales following an event will be outsourced to
third parties for order-taking, inventory management, and distribution.  Because
we  have  not  commenced  operations,  we do not have any agreements nor have we
entered  into  negotiations  concerning  these  functions.

ITEM  2  -  DESCRIPTION  OF  PROPERTY

     During our pre-operating period, we utilize the office of our founder, Carl
M.  Berg, under a verbal agreement where we do not pay rent or reimburse him for
expenses  incurred.  When  we  are  successful  in raising sufficient capital to
begin executing our business plan, we will identify and lease appropriate office
space  at  market  rates.

     We  anticipate  the need to lease a small amount of temporary storage space
for  our  products,  to  hold  them  until they are sold.  Management intends to
negotiate  with the manufacturers of the products to hold them until they are to
be shipped to the location of sales, however, in the event we are not successful
in  doing  so,  we  anticipate  renting  temporary  space  as  necessary.

ITEM  3  -  LEGAL  PROCEEDINGS

     We  are  not  a  party  to  or otherwise involved in any legal proceedings.

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

     No  matters  were  submitted  to  a vote of the security holders during the
fiscal  year.

                                        5
<PAGE>
                                     PART II

ITEM  5  -  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

     On  December  19,  2002,  the  National  Association  of Securities Dealers
notified  our  market  maker  that  its request to submit a quote for our common
stock  on  the  Over  the  Counter Bulletin Board had been cleared.  The trading
symbol for our common stock is SKTE.  As of the date of this filing, to the best
of our knowledge, no transactions in our common stock have taken place.  Trading
in  our  common stock, if any, is anticipated to be very sporadic and should not
be  deemed  to  constitute  an  established  public trading market.  There is no
assurance  that  there  will  be  liquidity  in  the  common  stock.

     There  are  no  outstanding  options or warrants to purchase, or securities
convertible into, shares of our common stock.  We recently registered, under the
Securities  Act  of  1933 for sale by selling security holders, 13,000 shares of
our  common  stock  acquired  by  twelve  shareholders  in  a private placement.

     Of the 6,044,750 shares of common stock outstanding, (i) 31,750 shares held
by  50  shareholders  of  record were sold pursuant to an effective registration
statement  and  may  be  sold without restriction, (ii) 13,000 shares held by 12
shareholders  of  record  were sold in a private placement over one year ago and
the  resale of those shares was subsequently registered, and thus the shares may
be  sold  either pursuant to the effective registration statement or pursuant to
Rule  144,  and (iii) 450,000 shares are held by one shareholder who may sell up
to  60,447 shares every 90 days pursuant to Rule 144.  In addition to the above,
Mr.  Carl Berg, our sole officer and director, is the holder of 5,550,000 shares
and  may  sell  up  to  60,447  shares  every  90  days  pursuant  to  Rule 144.

     The number of holders of record of shares of our common stock is sixty four
(64).

     There  have been no cash dividends declared on our common stock.  Dividends
are  declared  at  the  sole  discretion  of  our  Board  of  Directors.

     The  Securities  Enforcement  and  Penny  Stock Reform Act of 1990 requires
additional disclosure relating to the market for penny stocks in connection with
trades  in  any  stock  defined  as  a  penny stock.  The Commission has adopted
regulations  that  generally define a penny stock to be any equity security that
has  a  market  price  of less than $5.00 per share, subject to a few exceptions
which we do not meet.  Unless an exception is available, the regulations require
the  delivery, prior to any transaction involving a penny stock, of a disclosure
schedule  explaining  the penny stock market and the risks associated therewith.

ITEM  6  -  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

     We recently closed a public offering of up to $1,000,000 pursuant to a Form
SB-2  originally filed with the Securities and Exchange Commission on August 30,
2001 and declared effective on December 12, 2001.  A total of 31,750  shares  of
our common  stock  were  sold  under  the  offering,  which  closed on September
30, 2002.  For at least through the quarter ending  June  30,  2003,  management
anticipates  that  SKTF  will  engage in very little business activity, will not
hire  any  employees,  and  will  not  enter  into any material contracts.  As a
result,  our  cash  requirements  will  be  minimal, related only to the cost of
maintaining  the  Company  in  good standing.  Our two primary shareholders, Mr.
Berg and Mr. Lebrecht, have verbally agreed to advance funds to us to fund these
minimal  cash requirements that cannot otherwise be covered by the proceeds from
the  offering.

                                        6
<PAGE>
     Although  we  had  hoped  to  offer  products  focused  on  the 2002 Winter
Olympics,  we  did  not  take  any  steps  to  obtain  the necessary licenses or
manufacture  the products to do so, and did not successfully market any products
at  that  event.  Recently, the Board of Directors of the Company has undertaken
an  analysis  of  whether  or  not  the historical business plan is economically
viable,  and whether or not it should continue to be pursued.  If the historical
business  plan is not pursued, the Board of Directors will decide whether or not
to pursue other lines of business, either from start up or through acquisitions.
No  decisions  have  been  reached  by  the  Board  of  Directors.

     On  December  19,  2002,  the  National  Association  of Securities Dealers
notified  our  market  maker  that  its request to submit a quote for our common
stock  on  the  Over  the  Counter Bulletin Board had been cleared.  The trading
symbol for our common stock is SKTE.  As of the date of this filing, to the best
of our knowledge, no transactions in our common stock have taken place.  Trading
in  our  common stock, if any, is anticipated to be very sporadic and should not
be  deemed  to  constitute  an  established  public trading market.  There is no
assurance  that  there  will  be  liquidity  in  the  common  stock.

     It  is not anticipated that current management will be paid a salary during
the  next  twelve  months.

     Management  does not anticipate that we will engage in any material product
research  and  development  because  we  will  negotiate  for the acquisition of
licenses  to  manufacture  and  sell  products  that  are  already in existence.

     Management does not anticipate that we will purchase a plant or significant
equipment  because  we will enter into agreements with existing hat and clothing
manufacturers  to  manufacture  the  products.

     Management  anticipates  that,  if the historical business is pursued, over
the  next twelve months we will hire up to five full-time employees to oversee a
temporary  sales  force  at  each location where we will sell our products.  The
temporary  sales people will either be paid a commission based on sales, or will
be paid an hourly wage plus a commission based on sales, depending on applicable
laws at that location.  The temporary sales people will not be offered benefits.

     Our  financial statements have been prepared assuming we will continue as a
going  concern.  Because  we  have  not  generated  any  revenues  to  date  and
have minimal capital resources, our Certified  Public  Accountants  included  an
explanatory  paragraph  in  their  report  raising  substantial  doubt about our
ability  to  continue  as  a going concern.  We have not identified any critical
accounting  issues.

ITEM  7  -  FINANCIAL  STATEMENTS

     Index  to  Financial  Statements

     Report  of  Certified  Public  Accounts                                 F-1

     Balance  Sheet                                                          F-2

     Statement  of  Operations                                               F-3

     Statement  of  Stockholders  Equity                                     F-4

     Statement  of  Cash  Flows                                              F-5

     Notes  to  Financial  Statements                                        F-6

ITEM  8  -  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL  DISCLOSURE

     There  have  been  no  events  required  to  be  reported  by  this Item 8.

                                        7
<PAGE>
                                    PART III

ITEM  9  -  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

     The  following  table  sets  forth  the  name  and  age of the current sole
director and executive officer of the Company, the principal office and position
with  the  Company  held  by  him and the date he became a director or executive
officer  of  the  Company.  The  executive  officers  of the Company are elected
annually  by  the  Board of Directors.  The directors serve one year terms until
their successors are elected.  The executive officers serve terms of one year or
until  their  death,  resignation  or removal by the Board of Directors.  Unless
described  below,  there  are no family relationships among any of the directors
and  officers.
<TABLE>
<CAPTION>

<S>           <C>  <C>
Name          Age  Position(s)
------------  ---  ---------------------------------

Carl M. Berg   35  Chairman of the Board, President,
                   Secretary, and Treasurer (2001)
</TABLE>


     CARL  M.  BERG  has  served  as  our  sole  director  and officer since our
inception.  He  also  currently  serves  as  a  company  executive  with Sandlot
Corporation,  a  startup  subscription  management software company.  Sandlot is
involved  in  managing  subscription-based  e-commerce.  Mr.  Berg  has directed
business initiatives as the Business Development Manager, which have resulted in
growth of the company from 10 to 75 employees worldwide with offices in the U.S.
and  Windsor, United Kingdom.   Prior to Sandlot Corporation, from 1992 to 1999,
Mr.  Berg  served  in various management positions in the technology division of
Ameritech  Corporation.  His roles varied from the overall management of library
automation  implementation  projects to directing the implementation division of
roughly  75  technical  staff.  Job titles included Project Coordinator, Project
Manager  and  Director  of  Implementation.

Compliance  with  Section  16(a)  of  the  Securities  Exchange  Act  of  1934
------------------------------------------------------------------------------

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors  and executive officers and persons who own more than ten percent of a
registered class of the Company's equity securities to file with the SEC initial
reports  of  ownership  and  reports of changes in ownership of Common Stock and
other  equity  securities  of the Company.  Officers, directors and greater than
ten  percent shareholders are required by SEC regulations to furnish the Company
with  copies  of  all  Section  16(a)  forms  they  file.

     To  the Company's knowledge, none of the required parties are delinquent in
their  16(a)  filings.

Board  Meetings  and  Committees
--------------------------------

     During  the fiscal year ended December 31, 2002, the Board of Directors did
not  meet  but  took  written  action  on numerous other occasions.  The written
actions  were  by  unanimous  consent.

     The  Company  presently has no executive committee, nominating committee or
audit  committee  of  the  Board  of  Directors.

                                        8
<PAGE>
ITEM  10  -  EXECUTIVE  COMPENSATION

     None of our employees are subject to a written employment agreement, and we
have  not  paid  compensation to any employees, executive officers, or directors
for  services  rendered  to  us.

     On  May  15,  2001,  our directors and shareholders approved the SKTF, Inc.
2001  Stock  Option  Plan,  effective  June  1,  2001.  The plan offers selected
employees,  directors,  and  consultants  an  opportunity  to acquire our common
stock,  and  serves  to  encourage  such persons to remain employed by us and to
attract  new  employees.  The plan allows for the award of stock and options, up
to  600,000  shares  of  our  common stock.  Following the effectiveness of this
registration  statement, we intend to register with the Commission the shares of
common  stock  covered  by  the  plan.  We  have not issued any options or stock
awards  under  the  plan.

     Our  Directors  do  not receive compensation for serving as a Director, but
they  are  entitled  to  reimbursement  for  their  travel  expenses.

ITEM  11  -  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS AND MANAGEMENT

     The  following  table sets forth, as of March 27, 2003, certain information
with  respect to the Company's equity securities owned of record or beneficially
by  (i)  the sole Officer and Director of the Company; (ii) each person who owns
beneficially  more  than  5%  of  each class of the Company's outstanding equity
securities;  and  (iii)  all  Directors  and  Executive  Officers  as  a  group.

<TABLE>
<CAPTION>

<S>                     <C>                    <C>                    <C>
                        Name and               mount and
                        Address of             Nature of              Percent of
Title of Class          Beneficial Owner       Beneficial Ownership   Class (1)
----------------------  ---------------------  ---------------------  ----------

Common
Stock . . . . . . . . . Carl M. Berg (2)            5,550,000           91.8%

Common
Stock . . . . . . . . . Brian A. Lebrecht (3)         450,000            7.4%
                                                    ---------           -----
                        All Officers and
                        Directors as a Group
                        (1 Person)                  5,550,000           91.8%
                                                    =========           =====
</TABLE>

(1)     Based  on  6,044,750  shares  outstanding.
(2)     Mr.  Berg  is  our  sole  director  and  officer.
(3)     Mr.  Lebrecht  is President of The Lebrecht Group, APLC, which serves as
        our  securities  counsel.

     There  are no current arrangements that will result in a change in control.

ITEM  12  -  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     On April 20, 2001, our founder, Carl M. Berg, purchased 5,550,000 shares of
common  stock for $555.00.  Also on April 20, 2001, Brian A. Lebrecht, our legal
counsel,  purchased  450,000  shares  of  common  stock  for  $45.00.

                                        9
<PAGE>
     Mr.  Berg  and  Mr.  Lebrecht have, from time to time, advanced us funds to
cover  certain  expenses.  The amount of these advances has not exceeded, and is
not  expected  to  exceed,  $25,000.  These  advances  do not bear interest, and
although  they  have  no  maturity  date,  are  expected to be repaid as soon as
reasonably  possible.  During 2002 and 2001, the Company incurred legal expenses
of  $33,054  and  $12,699,  respectively,  to  Mr.  Lebrecht's  firm for certain
out-of-pocket  legal  expenses.

     On October 4, 2001, Mr. Berg executed a Lock-Up Agreement wherein he agreed
not  to  sell any of his shares of common stock until at least thirty days after
the  termination  of  our registered offering.  The Lock-Up Agreement expired on
October  30,  2002.

ITEM  13  -  EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (A)     EXHIBITS

             99.1     Certification  of  Carl  M. Berg, Chief Executive  Officer
                      and Chief  Financial  Officer  of  the  Company

     (B)     REPORTS  ON  FORM  8-K

             None.

ITEM  14  -  CONTROLS  AND  PROCEDURES

     The Company's Chief Executive Officer and Chief Financial Officer (or those
persons performing similar functions), after evaluating the effectiveness of the
Company's  disclosure controls and procedures (as defined in Rules 13a-14(c) and
15d-14(c)  under  the  Securities Exchange Act of 1934, as amended) as of a date
within 90 days of the filing of this annual report (the "Evaluation Date"), have
concluded that, as of the Evaluation Date, the Company's disclosure controls and
procedures  were  effective  to  ensure  the  timely  collection, evaluation and
disclosure  of  information  relating  to  the Company that would potentially be
subject to disclosure under the Securities Exchange Act of 1934, as amended, and
the  rules  and  regulations  promulgated  thereunder. There were no significant
changes  in  the  Company's  internal  controls  or  in other factors that could
significantly  affect  the  internal controls subsequent to the Evaluation Date.

                                       10
<PAGE>
                                   SIGNATURES

     In  accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



Dated:  March  27,  2003                                     /s/  Carl  M.  Berg
                                                 -------------------------------
                                                                  Carl  M.  Berg
                                                           President,  Director,
                                                      Chief  Executive  Officer,
                                                       Chief  Financial  Officer


     In  accordance  with the Exchange Act, this report has been signed below by
the  following  persons on behalf of the registrant and in the capacities and on
the  dates  indicated.


Dated:  March  27,  2003                                     /s/  Carl  M.  Berg
                                                 -------------------------------
                                                                  Carl  M.  Berg
                                                           President,  Director,
                                                      Chief  Executive  Officer,
                                                       Chief  Financial  Officer

                                       11
<PAGE>
          CERTIFICATION OF CHIEF EXECUTIVE AND CHIEF FINANCIAL OFFICER

     I, Carl M. Berg, Chief Executive Officer and Chief Financial Officer of the
registrant,  certify  that:

1.   I  have  reviewed  this  annual  report on Form 10-KSB of SKTF Enterprises,
     Inc.;

2.   Based  on  my  knowledge,  this  annual  report does not contain any untrue
     statement  of a material fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  quarterly  report;

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included in this annual report, fairly present in all material
     respects  the  financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report.

4.   The  registrant's  other  certifying  officers  and  I  are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rule  13a-14  and  15d-14)  for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is  being  prepared;

     b)   evaluated  the  effectiveness  of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  annual  report  (the  "Evaluation  Date");  and

     c)   presented  in  this annual report our conclusions about the effective-
          ness of the disclosure controls and procedures based on our evaluation
          as  of  the  Evaluation  Date;

5.   The  registrant's  other certifying officers and I have disclosed, based on
     our  most  recent  evaluation,  to  the registrant's auditors and the audit
     committee  of  registrant's  board  of directors (or persons fulfilling the
     equivalent  functions):

          (i)  all  significant  deficiencies  in  the  design  or  operation of
               internal  controls  which could adversely affect the registrant's
               ability  to record, process, summarize, and report financial data
               and  have  identified  for the registrant's auditors any material
               weaknesses  in  internal  controls;  and

          (ii) any  fraud,  whether or not material, that involves management or
               other  employees  who  have  a  significant  role in the issuer's
               internal  controls;  and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether  or  not there were significant changes in internal
     controls  or  in  other  factors  that  could significantly affect internal
     controls  subsequent  to  the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Dated:     March  27,  2003        /s/  Carl  M.  Berg
                                   ------------------------------
                                   Carl  M.  Berg
                                   Chief  Executive  Officer
                                   and  Chief  Financial  Officer

                                       12
<PAGE>


                       Financial Statements and Report of
                    Independent Certified Public Accountants

                             SKTF ENTERPRISES, INC.
                        (A Development Stage Enterprise)

                           December 31, 2002 and 2001

<PAGE>

                                Table of Contents


Report  of  Independent  Certified  Public  Accountants                      F-1

Financial  Statements

     Balance  Sheet                                                          F-2

     Statement  of  Operations                                               F-3

     Statement  of  Stockholders'  Equity                                    F-4

     Statement  of  Cash  Flows                                              F-5

     Notes  to  Financial  Statements                                        F-6


<PAGE>
               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
               --------------------------------------------------



To:     The  Board  of  Directors
        of  SKTF  ENTERPRISES,  INC.

We  have  audited the accompanying balance sheets of SKTF ENTERPRISES, INC. (the
"Company")  (a  Development  Stage Corporation) as of December 31, 2002 and 2001
and  the  related  statements of operations, stockholders' equity and cash flows
for  the  year  ended December 31, 2002 and the  period  from  inception  (March
27, 2001)  through  December  31,  2001.  These  financial  statements  are  the
responsibility  of the Company's management. Our responsibility is to express an
opinion  on  these  statements  based  on  our  audit.

We  conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing  the  accounting  principles  used  and  significant estimates made by
management,  as well as evaluating the overall financial statement presentation.
We  believe  that  our  audits  provide  a  reasonable  basis  for  our opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the financial position of SKTF ENTERPRISES, INC. as of
December  31, 2002 and 2001 and the results of its operations and cash flows for
the  year ended December 31, 2002 and the period from inception (March 27, 2001)
through  December  31,  2001,  in  conformity with generally accepted accounting
principles.

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a  going  concern.  As  discussed in Note 2 to the financial
statements, the Company has no established source of revenue and is dependent on
its  ability  to  raise  substantial  amounts of capital.  Management's plans in
regard  to  these  matters  are  also  described  in Note 2. These matters raise
substantial  doubt  about  the Company's ability to continue as a going concern.
The  financial  statements do not include any adjustments that might result from
the  outcome  of  this  uncertainty.


/s/ Ramirez International
-------------------------------------
RAMIREZ  INTERNATIONAL



March  26,  2003
Irvine,  CA

                                      F-1
<PAGE>


                             SKTF ENTERPRISES, INC.
                        (A Development Stage Corporation)

                                  Balance Sheet
                                  December 31,

<TABLE>
<CAPTION>
<S>                                                 <C>        <C>
                                                        2002       2001
                                                    ---------  ---------
ASSETS

Current assets
  Cash . . . . . . . . . . . . . . . . . . . . . .  $  2,104   $      -

  Total assets . . . . . . . . . . . . . . . . . .  $  2,104   $      -
                                                    =========  =========


LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable and accrued liabilities . . . . .  $ 20,260   $  4,645

Commitments and contingencies. . . . . . . . . . .         -          -

Stockholders' equity:
  Preferred stock, $0.001 par value;
    5,000,000 shares authorized; no shares
    issued or outstanding at December 31, 2002 . .         -          -

  Common stock, $0.001 par value; 100,000,000
    shares authorized; 6,044,750 and 6,013,000
     shares issued and outstanding . . . . . . . .     6,045      6,013
  Additional paid in capital . . . . . . . . . . .    41,804     10,086
  Deficit accumulated during the development stage   (66,005)   (20,744)
                                                    ---------  ---------
                                                     (18,156)    (4,645)

  Total liabilities and stockholders' equity . . .  $  2,104   $      -
                                                    =========  =========

</TABLE>

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

                                      F-2
<PAGE>

                             SKTF ENTERPRISES, INC.
                        (A Development Stage Corporation)

                            Statement of Operations

<TABLE>
<CAPTION>
<S>                                   <C>                 <C>             <C>
                                      Cumulative from
                                      inception (March                    Period from
                                      27, 2001) through   Year ended      inception
                                      December 31,        December 31,    (March 27, 2001) to
                                      2002                2002            December 31, 2001

Revenue. . . . . . . . . . . . . . .  $               -   $           -   $                -

General and administrative expenses.             66,005            45,261               20,744
                                      ------------------  ----------------  -------------------
Net loss . . . . . . . . . . . . . .  $         (66,005)  $       (45,261)  $          (20,744)
                                      ==================  ================  ===================

Basic and diluted net loss per share                      $         (0.01)  $            (0.00)

Weighted average shares outstanding.                            6,021,090            5,490,570

</TABLE>

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

                                      F-3
<PAGE>

                             SKTF ENTERPRISES, INC.
                        (A Development Stage Corporation)

                        Statement of Stockholders' Equity

<TABLE>
<CAPTION>
<S>                            <C>            <C>        <C>              <C>                 <C>
                                                                          Deficit
                                                         Additional       Accumulated During
                                     Common Stock        Paid-in          the Development
                               Shares         Par Value  Capital          Stage               Total
                               -------------  ---------  ---------------  ------------------  ---------

Issuance of common stock to
   founders on April 20, 2001     6,000,000   $  6,000   $       (5,400)  $                -  $    600

Issuance of common stock for
   cash in August 2001. . . .        13,000         13            1,287                          1,300

Contributed capital-services.                                    14,199                         14,199

Net loss. . . . . . . . . . .                                                       (20,744)   (20,744)
                               -------------  ---------  ---------------  ------------------  ---------

Balance, December 31, 2001. .     6,013,000      6,013           10,086             (20,744)    (4,645)

Issuance of common stock for
   cash in September 2002 . .        31,750         32           31,718                         31,750

Net loss. . . . . . . . . . .                                                       (45,261)   (45,261)
                               -------------  ---------  ---------------  ------------------  ---------

Balance, December 31, 2002. .     6,044,750   $  6,045   $       41,804   $         (66,005)  $(18,156)
                               =============  =========  ===============  ==================  =========
</TABLE>

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

                                      F-4
<PAGE>
                             SKTF ENTERPRISES, INC.
                        (A Development Stage Corporation)

                            Statement of Cash Flows

<TABLE>
<CAPTION>
<S>                                                  <C>                    <C>           <C>
                                                     Cumulative from                      Period from
                                                     inception (March 27,   Year ended    inception (March
                                                     2001) to December 31,  December 31,  27, 2001) to
                                                     2002                   2002          December 31, 2001
                                                     ---------------------  ------------  -----------------

Cash flows from operating activities:
Net loss. . . . . . . . . . . . . . . . . . . . . .  $            (66,005)  $   (45,261)  $        (20,744)
Adjustments to reconcile net loss to cash used in
operating activities:
Contributed capital for services rendered . . . . .                14,199             -             14,199

Increase in accounts payable and
accrued liabilities . . . . . . . . . . . . . . . .                20,260        15,615              4,645
                                                     ---------------------  ------------  -----------------
Net cash used by operating activities . . . . . . .               (31,546)      (29,646)            (1,900)
                                                     ---------------------  ------------  -----------------

Cash flows from financing activities:
Proceeds from issuance of stock . . . . . . . . . .                33,650        31,750              1,900
                                                     ---------------------  ------------  -----------------

Net increase in cash. . . . . . . . . . . . . . . .                 2,104         2,104                  -

Cash and cash equivalents, beginning of period. . .                     -             -                  -
                                                     ---------------------  ------------  -----------------
Cash and cash equivalents, end of period. . . . . .  $              2,104   $     2,104   $              -
                                                     =====================  ============  =================

</TABLE>

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


                                      F-5
<PAGE>
                             SKTF ENTERPRISES, INC.
                        (A Development Stage Corporation)

                          Notes to Financial Statements

                           December 31, 2002 and 2001


1.     NATURE  OF  OPERATIONS  AND  ACCOUNTING  POLICIES
       -------------------------------------------------

Nature  of  Operations.  The  Company incorporated in Florida on March 27, 2001.
The fiscal year end of the Company is December 31.  Planned principal operations
of  the  Company have not yet commenced; activities to date have been limited to
forming  the  Company,  developing  its  business  plan,  and  obtaining initial
capitalization.  The  Company's  business  plan  is  to  develop,  market  and
distribute  branded  and  licensed  hats  and  clothing  at major events such as
sporting  events,  concerts  and  conventions.  The  Company  plans  to focus on
high-end events such as, the World Series, the Super Bowl, the Indianapolis 500,
the  Republican  and  Democratic  National  Conventions.

Principles  of  Accounting.  The  accompanying  financial  statements  have been
prepared  in  conformity  with  generally  accepted  accounting  principles.

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

Shares  Issued  in  Exchange  for  Services.  The fair value of shares issued in
exchange  for  services  rendered  to the Company is determined by the Company's
officers and directors, as there is currently no market for the Company's stock.
As  of  December  31,  2002,  no  shares  have  been  issued  for  services.

Cash  and Cash Equivalents.  The Company includes cash on deposit and short-term
investments  with  original  maturities  less  than ninety days as cash and cash
equivalents  in  the  accompanying  financial  statements.

General  and  Administrative Expenses.  The Company's general and administrative
expenses  consisted  primarily  of  legal  and  accounting fees in 2002 and 2001
related  to  organization  purposes.

Research  and  Development.  Research  and  development  costs  are  expensed as
incurred  as  required  by  Statement  of  Financial Accounting Standards No. 2,
"Accounting  for  Research  and Development Costs."  As of December 31, 2002, no
research  and  development  costs  had  been  incurred.

Stock-Based  Compensation.  Statement of Financial Accounting Standards No. 123,
Accounting  for  Stock  Based  Compensation,  encourages,  but does not require,
companies  to  record  compensation  cost  for stock-based employee compensation
plans  at  fair  value.  The  Company  has  chosen  to  account  for stock-based
compensation  using  the  intrinsic value method prescribed in previously issued
standards.  Accordingly, compensation cost for stock options issued to employees
is  measured  as  the  excess, if any, of the fair market value of the Company's
stock  at  the date of grant over the amount an employee must pay to acquire the
stock  Compensation  is  charged  to  expense over the shorter of the service or
vesting  period.  Stock options issued to non-employees are recorded at the fair
value  of  the  services  received  or  the  fair  value  of the options issued,
whichever  is  more reliably measurable, and charged to expense over the service
period.


                                      F-6
<PAGE>
1.     NATURE  OF  OPERATIONS  AND  ACCOUNTING  POLICIES  -  Continued
       ---------------------------------------------------------------

Income  Taxes.  The  Company  has  made no provision for income taxes because of
financial  statement  and tax losses since its inception.  A valuation allowance
has  been  used  to offset the recognition of any deferred tax assets due to the
uncertainty  of  future  realization.  The  use  of  any  tax  loss carryforward
benefits  may  also  be  limited  as  a  result of changes in Company ownership.

Fair  Value  of  Financial  Instruments.  The  Company  considers  all  liquid
interest-earning investments with a maturity of three months or less at the date
of  purchase  to  be  cash  equivalents. Short-term investments generally mature
between  three  months  and  six  months  from  the purchase date.  All cash and
short-term  investments are classified as available for sale and are recorded at
market using the specific identification method; unrealized gains and losses are
reflected  in  other  comprehensive  income.  Cost  approximates  market for all
classifications  of  cash  and  short-term  investments; realized and unrealized
gains  and  losses  were  not  material.

Net  Loss per Common Share.  Net loss per share is calculated in accordance with
Statement  of Financial Accounting Standards No. 128, Earnings Per Share.  Basic
net  loss  per  share is based upon the weighted average number of common shares
outstanding.  Diluted net loss per share is based on the assumption that options
are included in the calculation of diluted earnings per share, except when their
effect  would  be  anti-dilutive.  Dilution is computed by applying the treasury
stock  method.  Under  this  method,  options  and  warrants  are  assumed to be
exercised at the beginning of the period (or at the time of issuance, if later),
and  as  if  funds  obtained  thereby  were used to purchase common stock at the
average  market  price  during  the  period.

2.     REALIZATION  OF  ASSETS
       -----------------------

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will continue as a going concern. As shown in the financial statements,
the  Company  has no established source of revenue, and as of December 31, 2002,
the Company had negative working capital of $18,156. In addition, the Company is
a  development  stage  entity  and is dependent on outside financing to fund its
operations.  These  factors,  among  others,  raise  substantial doubt about the
Company's  ability  to  continue  as  a  going  concern.

Management's  plans  in  regard  to  these  matters  are  to  continue  to raise
additional  capital  from  selling  the  Company's  stock.  Management  believes
actions  currently  being  taken  provide  the  opportunity  for  the Company to
continue  as  a  going concern.  However, there is no assurance that the Company
will  be  able to obtain such financing. The financial statements do not include
any  adjustments  that  might  result  from  the  outcome  of  this uncertainty.

3.     STOCKHOLDERS'  EQUITY
       ---------------------

Founders'  Stock.  The  Company issued 6,000,000 shares of common stock on April
20,  2001  for  cash  totaling  $600.

Stock-Based  Compensation.  The  Company  did  not  issue  nor  did it recognize
stock-based  compensation  from  inception (March 27, 2001) through December 31,
2002.

                                      F-7
<PAGE>
3.     STOCKHOLDERS'  EQUITY  -  Continued
       -----------------------------------

Private Placement Memorandum.  On June 1, 2001, the Company began an offering to
sell  up  to  100,000  shares  of  common stock at $0.10 per share pursuant to a
Private  Placement Memorandum. In August 2001, the Company sold 13,000 shares of
its  common  stock  at $0.10 under this private placement. All proceeds from the
offering  are to be used for pre-incorporation expenditures, consulting fees and
working  capital.

Registered  Stock  Offering.  During  the  quarter ended September 30, 2002, the
Company  sold  31,750  shares  of  its common stock at $1.00 per share for total
proceeds  of $31,750. The stock offering was pursuant to the Company's effective
Form SB-2/A registration statement dated December 12, 2001. The Company used the
proceeds  to  repay  advances  and  general  and  administrative  expenses.  The
Company's  registered  offering  expired  on  September  30,  2002.

Stock Option Plan.  The Company's Board and shareholders approved a Stock Option
Plan,  effective  June  1, 2001.  The plan limits the aggregate number of shares
available  to  600,000.  Each  award under the plan will be evidenced by a Stock
Purchase  Agreement;  each agreement will establish the vesting requirements and
the maximum term of the options granted. As of December 31, 2002, no options had
been  granted.

4.     RELATED  PARTY  TRANSACTIONS
       ----------------------------

Legal  and Administrative Services. The Company has engaged a shareholder as its
corporate counsel. In 2002 and for the period from inception (March 27, 2001) to
December 31, 2001, total legal services and out of pocket costs were $33,054 and
$12,699, respectively. As of December 31, 2002 and 2001, the Company had amounts
due  to  its  corporate  counsel  of $15,136 and $4,645, respectively, which are
recorded  in  accounts  payable  and  accrued  liabilities  in  the accompanying
financial  statements.

The  Company's  president  elected  to  forego  a  salary  during  the  early
developmental stages. The Company's president also provides office space for the
Company.  The  Company  estimates  the  value of these services to be $5,125 and
$1,500  for  the  year ended December 31, 2002 and for the period from inception
(March 27, 2001) to December 31, 2001, respectively. As of December 31, 2002 and
2001,  the  Company  had  amounts  due  to  its  president  of  $5,125  and nil,
respectively,  which are recorded in accounts payable and accrued liabilities in
the  accompanying  financial  statements.

Stockholders  Loans  and  Advances.  From  time  to  time,  certain  Company
stockholders  loan  or  advance  monies  to the Company.  Loans bear interest at
rates  established  at  the  time of the loan; advances bear no interest.  While
these  loans and advances have no maturity dates, they are expected to be repaid
as  early  as  practicable.

                                      F-8
<PAGE>