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, 2001

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

          For the transition period from _______________ to _______________.


                    COMMISSION FILE NUMBER:  NOT YET ASSIGNED


                             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     No      X.
                                                               ------

     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,  2001.

     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 the issuers 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 8, 2002, there
were 6,013,000 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.


<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

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.

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:


                                        2
<PAGE>

<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
coordinators  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.

     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.


                                        3
<PAGE>

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.



                                        4
<PAGE>
                                     PART II

ITEM  5  -  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

     Our  securities  are  not  listed  for trading on any exchange or quotation
service.  We  are  not required to comply with the timely disclosure policies of
any  exchange  or  quotation  service.  The  requirements  to  which we would be
subject  if  our  securities  were  so  listed  typically  included  the  timely
disclosure  of  a  material  change  or fact with respect to our affairs and the
making  of  required filings.  Although we are not required to deliver an annual
report  to  security  holders,  we  intend  to  provide  an annual report to our
security  holders,  which  will  include  audited  financial  statements.

     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.  None
of  our  outstanding  common  stock  can  be sold pursuant to Rule 144 under the
Securities  Act.  The  number of holders of record of shares of our common stock
is  fourteen  (14).

     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

     The  Company  is currently engaged in a public offering of up to $1,000,000
pursuant  to  a Form SB-2 filed with the Securities and Exchange Commission.  No
shares  of  our  common  stock  have  been  sold  under the offering.  Until the
completion of the offering, 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 agreed to advance funds to
us  to  fund  these  minimal  cash  requirements.

     Upon  the  completion of the offering, management intends to seek to have a
market  maker  file  an  application  to list our securities on the OTC Bulletin
Board.

     Even  if  we  are  successful  in  raising  the  full  $1,000,000 under the
offering,  we  do  not  know how long this cash will last.  It is a best-efforts
offering  with  no  minimum, therefore, we may raise less than $1,000,000.  Cash
will  be used to acquire hat and clothing licenses, to pay for the manufacturing
of  products  for sale, to market the products, and to hire sales people located
at  upcoming  events.  We  have not taken action to complete any of these steps,
and  will not do so until after this offering is completed.  We do not know what
action  will be taken to achieve any of these steps, and we do not know how long
any  of  the  steps  will  take.


                                        5
<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.  Upon completion of the offering, we will develop a timetable of
steps  to  be  taken  in  order  offer  products  for  future  events.

     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 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  auditors included an explanatory paragraph in
their  report raising substantial doubt about our ability to continue as a going
concern.

ITEM  7  -  FINANCIAL  STATEMENTS

     Index  to  Financial  Statements

     Independent  Auditors'  Report                                 F-1

     Balance  Sheet  as  of  December  31,  2001                    F-2

     Statement  of  Operations  from  Inception
     (March  27,  2001)
     through  December  31,  2001                                   F-3

     Statement  of  Stockholders  Equity  from
     Inception (March 27, 2001) through December 31, 2001           F-4

     Statement  of  Cash  Flows  from  Inception
     (March  27,  2001)  through  December  31,  2001               F-5

     Notes  to  the  Financial  Statements                          F-6  -  F-8



                                        6
<PAGE>

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.

Name                       Age          Position(s)
----                       ---          -----------

Carl  M.  Berg              34          Chairman of the Board, President,
                                        Secretary, and  Treasurer  (2001)

     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, 2001, 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 8, 2002, 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 Address of                                                                Percent of
                --------------------------------------                                             -----------
Title of Class  Beneficial Owner                        Amount and Nature of Beneficial Ownership  Class (1)
--------------  --------------------------------------  -----------------------------------------  -----------

Common
Stock. . . . .  Carl M. Berg (2)                                                        5,550,000        92.3%

Common
Stock. . . . .  Brian A. Lebrecht (3)                                                     450,000         7.5%

                All Officers and Directors as a Group
                (1 Person)                                                              5,550,000        92.3%
                                                        -----------------------------------------  -----------
</TABLE>



(1)     Based  on  6,013,000  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 which 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.

     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,  $10,000. These  advances  do  not bear interest, and
although  they  have  no  maturity  date,  are  expected to be repaid as soon as
reasonably  possible.


                                        9
<PAGE>

     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  current  offering.

ITEM  13  -  EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (A)     EXHIBITS

             None.

     (B)     REPORTS  ON  FORM  8-K

             None.


                                       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  14,  2002                 /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  14,  2002                 /s/  Carl  M.  Berg
                                         -----------------------
                                         Carl  M.  Berg
                                         President,  Director,
                                         Chief  Executive  Officer,
                                         Chief  Financial  Officer



                                       11
<PAGE>

                             SKTF ENTERPRISES, INC.
                    (A FLORIDA DEVELOPMENT STAGE CORPORATION)

                          INDEPENDENT AUDITORS' REPORT
                            AND FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2001
                                    AND FROM
                           INCEPTION (MARCH 27, 2001)
                            THROUGH DECEMBER 31, 2001
<PAGE>

                             SKTF ENTERPRISES, INC.
                    (A FLORIDA DEVELOPMENT STAGE CORPORATION)



                                TABLE OF CONTENTS

                                                  PAGE
Independent  Auditors'  Report                     1

Audited  Financial  Statements:

     Balance  Sheet                                2

     Statement  of  Operations                     3

     Statement  of  Stockholders'  Equity          4

     Statement  of  Cash  Flows                    5

     Notes  to  Financial  Statements             6-8


<PAGE>
                          INDEPENDENT AUDITORS' REPORT


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

We  have  audited  the  accompanying  balance sheet of SKTF ENTERPRISES, INC. (a
Florida  Development  Stage corporation) as of December 31, 2001 and the related
statements  of  operations,  stockholders'  equity and cash flows for the period
from Inception (March 27, 2001) through December 31, 2001.  These 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 audit 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  audit  provides  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,  2001  and  the  results  of its operations and cash flows for the
period  from Inception (March 27, 2001) through December 31, 2001, in conformity
with  generally  accepted  accounting  principles.

The  accompanying  statements  have  been  prepared  assuming  the  Company will
continue  as  a  going  concern.  As  discussed  in  Note  4,  to  the financial
statements,  the  Company  has  minimal capital resources presently available to
meet  obligations  that  normally  can  be  expected  to  be incurred by similar
companies, and with which to carry out its planned activities.  These conditions
raise  substantial  doubt  about  its  ability  to  continue as a going concern.
Management's  plans  regarding  those matters also are described in Note 4.  The
financial  statements  do not include any adjustments that might result form the
outcome  of  this  uncertainty.

RAMIREZ  INTERNATIONAL



March  9,  2002
Irvine,  California

                                       F1
<PAGE>


                                 SKTF ENTERPRISES, INC.
                          (A FLORIDA DEVELOPMENT CORPORATION)


                                   BALANCE SHEET


<TABLE>
<CAPTION>
                                                                   12/31/01
                                                               -------------
                                      ASSETS

<S>                                                                <C>
 Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     -
                                                                   --------
 Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . .  $     -
                                                                   ========

                             LIABILITIES AND EQUITY

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

 Commitments and contingencies (See Note 4) . . . . . . . . . . .        -

 Shareholders' equity:
    Preferred stock, $0.001 par value;
        5,000,000 shares authorized;                                     -
        No shares issued or outstanding at December 31, 2001

    Common stock, $0.001 par value;
       100,000,000 shares authorized; .                              6,013
       6,013,000 shares issued and outstanding at
       December 31, 2001

    Additional paid in capital .. . . . . . . . . . . . . . . . .   10,086
    Deficit accumulated during development  . . . . . . . . . . .  (20,744)
                                                                   --------
 Total shareholders' equity . . . . . . . . . . . . . . . . . . .   (4,645)
                                                                   --------

 Total Liabilities and Shareholders' Equity . . . . . . . . . . .  $     -
                                                                   ========
</TABLE>

The accompanying notes are an integral part of these statements.


                                       F2
<PAGE>

                                  SKTF ENTERPRISES, INC.
                          (A FLORIDA DEVELOPMENT CORPORATION)


                               STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                                                           INCEPTION
                                                                        MARCH 27, 2001
                                                                            THROUGH
                                                                      DECEMBER 31, 2001
                                                                        --------------

<S>                                                                           <C>
 Revenue                                                                  $        -

 Costs and expenses - Organization costs                                      20,744
                                                                          -----------
 Net Loss                                                                 $  (20,744)
                                                                          ===========

 Net loss per share available to common stockholders
   Basic and Diluted                                                      $    (0.00)

 Weighted average number of common shares outstanding                      5,490,570

</TABLE>


The accompanying notes are an integral part of these statements.


                                       F3
<PAGE>

                                            SKTF ENTERPRISES, INC.
                                 (A FLORIDA DEVELOPMENT STAGE CORPORATION)

                                     STATEMENT OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>


                                                                                           DEFICIT
                                                                       ADDITIONAL        ACCUMULATED
                                              COMMON STOCK              PAID-IN             DURING
                                          SHARES       PAR VALUE        CAPITAL          DEVELOPMENT        TOTAL
                                        ----------  -------------    ---------------    --------------     ------

<S>                                       <C>           <C>                <C>               <C>             <C>
 Founder Stock, $0.0001 per share,
    issued April 20, 2001. . . . .. . .  6,000,000    $  6,000         $  (5,400)         $   -          $    600
 Common Stock, $0.10 per share,
    issued August 8, 2001..  .. . . . .     12,000    $     12         $   1,188                           $1,200
 Common Stock, $0.10 per share,
    issued August 24, 2001.. ..  . . ..      1,000    $      1         $      99                           $  100
 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)
                                         =========  =============    ================   ==============     =======

</TABLE>

The accompanying notes are an integral part of these statements.


                                       F4
<PAGE>

                                           SKTF ENTERPRISES, INC.
                                (A FLORIDA DEVELOPMENT STAGE CORPORATION)

                                          STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                          INCEPTION
                                                                                       MARCH 27, 2001
                                                                                           THROUGH
                                                                                     DECEMBER 31, 2001
                                                                                      ----------------

<S>                                                                                          <C>
Cash flows from operating activities -
  Net loss                                                                                 $ (20,744)
     Adjustments to reconcile net loss to cash
     used in operating activities -                                                               -
         Contributed capital for services rendered at no charge                               14,199

     Changes in assets and liabilities -
         Increase in payables                                                                  4,645
                                                                                              --------
Cash used in operating activities                                                             (1,900)

Cash flows from investing activities -                                                            -
                                                                                              --------
Cash provided by investing activities                                                             -

Cash flows from financing activities -
  Proceeds from issuance of common stock                                                       1,900
                                                                                              --------
Cash provided by financing activities                                                          1,900

  Net increase in cash                                                                           -
  Cash, beginning of the period                                                                  -
                                                                                              --------
  Cash, end of the period                                                                  $     -
                                                                                              ========
Supplemental information -
  No amounts were paid for interest or taxes during the period.

</TABLE>

The accompanying notes are an integral part of these statements.

                                       F5
<PAGE>


                             SKTF ENTERPRISES, INC.
                    (A FLORIDA DEVELOPMENT STAGE CORPORATION)

                          NOTES TO FINANCIAL STATEMENTS



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.  Initially,  the  Company  will  focus  its  efforts to develop,
market  and  distribute  branded  and licensed headwear targeting niche markets.
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,  and  others.

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,  2001,  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.

ORGANIZATION  COSTS.  Organization  costs,  primarily  professional  fees,  of
approximately  $20,744  have  been  charged  against  operating  income.

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, 2001,
no costs had been incurred.

STOCK-BASED  COMPENSATION.  In  accordance  with  the provisions of Statement of
Financial  Accounting  Standards  No.  123,  "Accounting  for  Stock-Based
Compensation,"  (FAS  123),  the  Company  has  elected  to  follow  Accounting
Principles  Board  Opinion  No.  25, "Accounting for Stock Issued to Employees,"
(APB 25) and related interpretations in accounting for its employee stock option
plans.  Under  APB  25,  if  the  exercise price of the Company's employee stock
options  equals or exceeds the fair value of the underlying stock on the date of
grant,  no  compensation is recognized.  As of December 31, 2001, no options had
been  issued  for  services.

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.

                                       F6
<PAGE>

1.     NATURE  OF  OPERATIONS  AND  ACCOUNTING  POLICIES  (CONTINUED)
       --------------------------------------------------------------
NET  LOSS  PER  COMMON  SHARE.  Basic loss per common share (Basic EPS) excludes
dilution  and  is computed by dividing net loss available to common shareholders
(the numerator) by the weighted average number of common shares outstanding (the
denominator)  during the period.  Diluted loss per common share (Diluted EPS) is
similar to the computation of Basic EPS except that the denominator is increased
to  include  the  number  of  additional  common  shares  that  would  have been
outstanding  if  the  dilutive  potential  common  shares  had  been issued.  In
addition,  in  computing  the  dilutive  effect  of  convertible securities, the
numerator is adjusted to add back the after-tax amount of interest recognized in
the period associated with any convertible debt.  The computation of Diluted EPS
does  not  assume  exercise  or  conversion  of  securities  that  would have an
anti-dilutive  effect  on  net  loss per share.  All potential common shares are
anti-dilutive;  therefore,  Basic  EPS  equals  Diluted  EPS.

2.     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,
2001.

PRIVATE  PLACEMENT  MEMORANDUM.  On  June  1,  2001,  the Company began offering
100,000  shares  of  common  stock  at  $0.10  per  share  pursuant to a Private
Placement  Memorandum.  Through December 31, 2001, a total of 13,000 shares were
sold  for  $1,300  cash.  All  proceeds  from  the  offering  are to be used for
pre-incorporation  expenditures,  consulting  fees  and  working  capital.

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, 2001, no options
had  been  granted.

CONTRIBUTED  CAPITAL.  The Company's president elected to forego a salary during
the  early  developmental  stages.  Additionally, he does not charge the Company
for  the  use  of  his  home  office.  The  Company estimates the value of these
services  at  $1,500  and  has  recorded  contributed  capital  and  the related
organizational  expense  in  the  accompanying  financial  statements.

The  Company's corporate counsel has elected to provide professional services to
the  Company free of charge; however, the Company must reimburse him for all out
of  pocket  costs.  The value of contributed services, determined based on hours
incurred,  were  $12,699  and  has  been  recorded  as organizational costs (and
contributed  capital)  in  the  accompanying  financial  statements.

3.     RELATED  PARTY  TRANSACTIONS
       ----------------------------
LEGAL SERVICES.  The Company has engaged a shareholder as its corporate counsel.
All  out  of pocket costs are billed as incurred; billings to date total $1,360.
See  "Contributed  Capital"  and  "Stockholder  Loans  and  Advances"  for  more
information  about  transactions  with  the  Company's  corporate  counsel.

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.  At December 31, 2001, the Company's corporate counsel
had advanced $4,645 for organizational costs.  See Note 5 for subsequent events.

                                       F7
<PAGE>

4.     COMMITMENTS,  CONTINGENCIES,  RISKS  AND  UNCERTAINTIES
       -------------------------------------------------------
GOING  CONCERN CONTINGENCY.  The Company has minimal capital resources presently
available  to  meet  obligations that normally can be expected to be incurred by
similar  companies,  and  with which to carry out its planned activities.  These
factors  raise doubt about the Company's ability to continue as a going concern.
Management  is  seeking  additional equity financing to fund planned operations;
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 accompanying financial
statements  do not include any adjustments that might result from the outcome of
this  uncertainty.

5.     SUBSEQUENT  EVENTS
       ------------------
STOCKHOLDERS  LOANS  AND  ADVANCES.  As of March 9 2002, the Company's corporate
counsel advanced $9,145 to the Company to cover certain corporate expenses.  The
advance  bears  no  interest  and  is  due  as  soon  as  practicable.

                                       F8
<PAGE>