US SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC 20549

                           FORM 10-KSB

    [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                           SECURITIES
                         EXCHANGE ACT OF 1934

             For the fiscal year ended December 31, 1999

                 COMMISSION FILE NUMBER: 0-23532
                 -------------------------------
                       SKINTEK LABS, INC.

               DELAWARE                           65-0636227
               --------                           ----------
      (State or Other Jurisdiction of     (IRS Employer Identification No.)
          Incorporation)

               959 Shotgun Road, Sunrise, FL 33326
               -----------------------------------
            (Address of Principal Executive Offices)

                          800-555-8895
                          ------------
                   (Issuer's telephone number)

 Securities registered under Section 12 (b) of the Exchange Act: NONE
                        ----------------
                        (Title of class)

 Securities registered under Section 12(g) of the Exchange Act:
                  COMMON STOCK, PAR VALUE $.001
                        ---------------
                        (Title of class)

Check whether the issuer: (i) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past
12 months ( or for such shorter period that the registrant was
required to file such reports), and (ii) has been subject to the
filing requirements for the past 90 days.

                       Yes    (XX)     No



Check  if there is no disclosure of delinquent filers in response
to  Item 405 of Regulation S-B is not contained in this form, and
no  disclosure will be contained, to the best of the 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.

                              [XX]

The  Registrant  had  revenues of $1,014,997  during  its  recent
fiscal  year ended December 31, 1999. The aggregate market  value
of  the  voting stock held by non-affiliates(a) of the Registrant
based  on  the  average bid and asked prices of $1.75  and  $1.69
respectively,  of  such common stock as of  March  28,  2000,  is
approximately   $4,643,321  based  upon  an  average   of   $1.72
multiplied  by 2,669,605 shares of common stock as of  such  date
held by non-affiliates. As of March 28, 2000, the Registrant  had
a  total  of  5,921,271 shares of common stock, par  value  $.001
issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

There are no documents incorporated by reference in this report
on Form 10- KSB except for certain previously filed exhibits
identified in Part III, Item 13, hereof.

    (a) Affiliates for the purposes of this Item refer to the
officers, directors and/or persons or firms owning 5% or more of
  the Registrant's common stock, both record and beneficially.

                        TABLE OF CONTENTS

PART I
                                                                   Page
Item 1. Description of Business.                                   4
Item 2. Description of Property.                                   9
Item 3. Legal Proceedings.                                         10
Item 4. Submission of Matters to a Vote of Security Holders.       10

PART II

Item 5. Market for Common Equity and Related Stockholder Matters.  11
Item 6. Management's Discussion and Analysis or Plan of
        Operation.                                                 12
Item 7. Financial Statements.                                      14
Item 8. Changes In and Disagreements With Accountants on
        Accounting and Financial Disclosure.                       14

PART III

Item 9.  Directors, Executive Officers, Promoters and Control
         Persons.                                                  15
Item 10. Executive Compensation.                                   16
Item 11. Security Ownership of Certain Beneficial Owners and
         Management.                                               17
Item 12. Certain Relationships and Related Transactions.           18
Item 13. Exhibits and Reports on Form 8-K                          19


                             PART I

ITEM 1. DESCRIPTION OF BUSINESS
===============================
Organization

Skintek  Labs,  Inc.,  a  Colorado  corporation  incorporated  on
December 13, 1994 under the name, Biologistics, Inc. (hereinafter
the "Company" or the "Registrant"), to engage in the business  of
clinical consulting, contract packaging and labeling services for
clinical   studies.   The   Company  never   commenced   business
operations. On April 22, 1997, as a result of a merger  into  its
subsidiary, Biologistics, Inc., which was incorporated  on  March
19, 1997, the Company became a Delaware corporation.

Performance  Brands,  Inc., incorporated on September  21,  1995,
under  the laws of the State of the State of Florida. Performance
Brands  is  engaged in the wholesale and retail distribution  and
sale  of  a  variety  of products for the skin-care  market.  See
"Business-Operations"  below. On  March  31,  1999,  the  Company
incorporated  a  wholly owned subsidiary, PBI  Acquisition  Corp.
("PBI")  and  on the same date, Performance Brands,  Inc.  merged
with  PBI. This merger involved the exchange of shares,  pursuant
to which the sole shareholders of Performance Brands, Inc., Stacy
and  Cathy  Kaufman,  exchanged all of  their  capital  stock  of
Performance  Brands,  Inc. for shares  of  the  Company's  common
stock. This exchange was accounted for as a reverse purchase  for
reporting and accounting purposes. See the Consolidated Financial
Statements of the Company and its subsidiary, Performance Brands,
Inc., which are attached hereto as Part II, Item 7.

The Company and the Industry

Performance Brands, Inc. has been in business since 1995, engaged
in  the  sale  of  products for skin fitness,  self-tanning,  sun
protection  and nutrition. Hereinafter, Performance Brands,  Inc.
and   its  business  operations  shall  be  referred  to  as  the
"Company".  The  skin fitness, self-tanning  and  sun  protection
business  is  part of the Sun and Body Care Industry,  which  has
been a growing industry. While the nutritional industry continues
to  grow as well. The Company's products are sold though specific
classes  of  trade:  i.e. direct mail, drug chains,  mass  market
outlets,  health food stores, gyms, and tanning,  nail  and  hair
salons, as well as private label sales.

This  growth  has  been the result, in part,  of  the  increasing
public awareness of the potential danger to skin and health  from
prolonged  exposure to the sun and the fact that the ozone  layer
will  continue to erode over the next 20 years. It is the opinion
of  the  Company's  management based upon its  knowledge  of  the
industry  that there is a trend toward products with higher  SPFs
(Sun  Protection  Factor),  which  is  the  measure  of  the  UVB
protection in a sun care product as well as a trend in the US for
the  use of sunscreens year-round. As the public becomes more and
more  educated on the dangers of excess exposure to the  sun,  it
will  be realized that UVA rays are present the entire year,  not
just  during  the  summer,  when  UVB  rays  are  the  strongest.
Notwithstanding  the foregoing, there can be  no  assurance  that
such  trends  will  continue or that any  future  growth  in  the
industry  will  benefit the Company, nor that  the  Company  will
share in any increase.

In  1994,  the  National Weather Service, in  its  daily  weather
reports,  started projecting the amount of ultraviolet  intensity
expected  in  58  different cities in the United  Stated  between
11:30a.m.  and 12:30p.m. the following day. Called the UV  Index,
ultraviolet  intensity is ranked on a scale  of  1  to  15.  This
program, created in cooperation with the Environmental Protection
Agency and the Center for Disease Control and Protection, relates
the  UV intensity with the SPF or 20 or higher is recommended for
an index over 10.

                                Page 4

The  Company believes that this focus by Federal agencies on  the
impact  of  the  sun's  intensity, and  the  daily  reporting  on
television  and  radio  and  other media  of  the  index,  should
continue the trend to greater consumption of protective sun  care
products.  Nevertheless,  there can  be  no  assurance  that  the
Company's business will share in this growth.

In  addition  to  the  Company's line of sun-care  products,  the
Company  also  markets  a line of body washes,  which  have  been
enjoying   increasing   consumer  use   and   acceptance.   Until
approximately four to five years ago, most Americans relied  upon
bar  soaps  and wash clothes for their personal cleansing  needs.
Presently,  it  is estimated that 25% or more of  the  population
have  already changed the way they bathe, using body  washes  and
cleansing  puffs rather than bar soap. In fact, since their  wide
introduction in 1994, body washes have become the fastest growing
trend  in  the personal cleansing category. The Company  believes
that the current trend is to liquid soaps.

Products  in the sun and body care business consist primarily  of
body  lotions, oils, and gels designed either to prevent the skin
from  sunburning  and/or promote sun tanning. In addition,  there
are  products designed to moisturize the skin after  sun  bathing
like  aloe vera gels or lotions. "Body washes" are a form of skin
cleansers  that are either poured or squeezed out  of  a  bottle,
usually in a bath or shower. The appearance is of a thick  liquid
like substance with a variety of different colors and fragrances.
A  key attribute to body washes are the fact that they lather and
rinse of easily. In addition, body washes are considered by  many
persons to serve as a better moisturizer than a traditional  soap
bar.  However,  it should be understood that bar soap  is  widely
used  and accepted by a great majority of users historically  and
there  can be no assurance that body washes will ever become  the
industry  standard.  The  manufacturing process  of  body  washes
allows  more  oil based ingredients to be incorporated  into  the
formula,  thus  providing certain moisturizing  benefits  to  the
skin. This is not the case with bar soaps.

"Cleansing  puffs" also known as poufs or sponges  are  sometimes
used  in  conjunction with body washes to maximize the amount  of
lather.  Made  of  a variety of materials, such as  sea  sponges,
nylon  or  a  combination of polyurethane/nylon in a form  of  an
oversized sponge.

Competition and Ease of Entry Into The Sun and Body Care Industry

There are few barriers to entry into the industry. Further, there
exists substantial competition in the sun and body care industry,
virtually  of  which have longer operating history,  far  greater
financial, personal and other resources, with substantial product
lines  and  sales  and marketing budgets and  proven  records  of
success. Among other entities that the Company must compete  with
include  the  very  large  corporations  such  as  Cheeseborough-
Pond's(R),   Gillette(R),   Proctor   &   Gamble(R)   and   Lever
Brothers(R), and the smaller, but well-established companies such
as  Tom's of Maine(R) and Freeman Cosmetics(R). These latter  two
companies  have  entered  and  established  themselves   in   the
specialized body wash product market.

Major  corporations  as  well  as  individual  entrepreneurs  and
businesses are capable of modifying existing sun care formulas on
the  market  and,  with  a reasonable investment,  begin  selling
competitive  products  in  a fairly quick  time-frame,  as  large
staffs are not needed to be successful in this industry, provided
that  a  company has qualified sales and marketing  efforts.  The
industry    is   growing   in   many   ways   domestically    and
internationally,  which  should  continue  to  serve  to  attract
competition.  There are many new sun care products and  many  new
consumers, for which the Company must compete.

                                Page 5

In  order  for  the Company to be competitive, the  Company  must
devote substantial time, professional and management efforts, and
retain  outside  marketing experts, to promote  its  new  product
line,  SOAPSCREEN(R),  which  involves  a  high  front-end  cost,
presently  estimated  at  approximately  $100,000.  The   Company
projects  that  initial  sales of its  body  wash  and  sunscreen
products under the SOAPSCREEN(R) name will commence in the Spring
of  2000.  Further, if the Company is successful in  establishing
the   SOAPSCREEN(R)  product  line,  it  may  be  expected   that
competitive  products will enter the market, notwithstanding  the
fact  that the Company has patent pending status of the Company's
10-SBS Polyscreen formulation.

The  Company's ability to compete will also be dependent upon its
success  in  establishing itself in the field of  SPF  soaps/body
washes, of which there can be no assurance. Sunscreens have  been
used  as  a major ingredient in face creams for several years  by
major  manufacturers,  which entities  will  be  in  position  to
compete   with  the  Company.  With  respect  to  the   Company's
professional  skin  fitness line, sold in gyms  and  health  food
stores,  the  Company  has one principal  competitor,  Jan  Tana.
Notwithstanding the belief of the Company that it will be able to
successfully compete, there can be no assurance that it  will  be
able to compete with any entities that have established presences
in the markets in which the Company seeks to compete.

The  Company  will  be  required to  compete  with  larger,  more
established  firms, because its primary focus is  to  market  its
products  into  the  niche markets, for specialty  products  that
include   skin  care  products  with  sunscreens.  The  Company's
professional tanning product line, sold under the ProTan(R) name,
is distributed to the professional gym/health club and the health
food  markets.  These  are examples of the  niche  markets  where
competition  is  not as intense, and where the  Company  believes
that it will be able to successfully compete. However, there  can
be  no  assurance that the Company is correct in such  belief  or
that  the competitive conditions will not adversely change,  with
more intense competition developing in this "niche" market.

The  Company's  professional  line of  indoor  tanning  products,
marketed  under the ProTan(R) name, presently competes  with  six
key  producers,  including  the established  Australian  Gold(R),
California Tan(R), Swedish Beauty(R), Supre(R), Power Tan(R)  and
Most products. While there can
be  no  assurance, the Company believes that it will be  able  to
successfully  compete on the basis of quality and  price  in  the
market  for its ProTan(R) line. However, in order for the Company
to   compete,   the  Company  must  maintain  and  increase   its
distribution network, which presently relies upon third  persons,
in  order  to  maintain and hopefully increase  its  distribution
network, of which there can be no assurance.

The Company's ability to compete may be adversely effected by its
limited  number  of  employees, which at present  number  only  5
persons.  Further,  the Company is dependent upon  its  continued
success in accessing distribution channels. This will depend upon
the  acceptance of its products in the various markets into which
it  presently sells as well as those markets into which it  hopes
to  expand. In order to be successful, of which there can  be  no
assurance,  the  Company  must  be  able  to  devote  substantial
resources  to  its sales and marketing efforts and budget,  which
budget  the  Company projects shall reach $1,000,000  during  the
next twelve months.

The  Company is dependent upon its ability to generate  operating
revenues  and/or  other  sources of  revenues,  whether  debt  or
equity,  in order to fulfill its plan for its sales and marketing
budget.  Futher,  the  Company to  date  has  not  confirmed  the
availability of any debt or equity financing or the terms of  any
such financing, if available.

                                Page 6

The Bar and Liquid Soap Industry

Total  1997  sales  of bar soaps for all retail  outlets  in  the
country  were  $1.4 billion, a slight drop of 4% from  the  prior
year.  However,  the  sales of other soaps  and  cleansers  (body
washes)  increased  33% during that year  to  $670  million.  The
current  trend  in the industry is to liquid soaps.  Until  three
years  ago,  most Americans relied on bar soaps and wash  clothes
for  their  personal  cleansing needs. Today, approximately  one-
quarter  have  already  changed the way they  bathe,  using  body
washes and cleansing puffs instead. Introduced in 1994, they have
become  the  fastest  growing trend  in  the  personal  cleansing
category.   According  to  an  article  in  the  October,   1997,
Soap/Cosmetics/Chemical Specialties, "The  rising  popularity  of
the  body  wash can be attributed to two things--body washes  are
cleaner and more convenient to use in the shower or bath and they
simplify  the  skin care process by combining the  cleansing  and
moisturizing steps."

The  significant  growth pattern of body washes has  attracted  a
variety of products from many manufacturers, including the  long-
established and financially strong companies such as Cheesebrough-
Pond's(T),  Gillette(R), Procter & Gamble(R), and Lever  Bros.(R)
The industry also includes established smaller producers such  as
Tom's  of  Maine(R)  and Freeman Cosmetics(R),  which  have  also
entered  and  become  competitive in the  specialized  body  wash
products into the market.

Sources of Supply

The   component  ingredients  for  the  Company's  products   are
manufactured by third parties. The Company does not believe  that
it  is  dependent upon any single manufacturer,  and  that  other
sources  of supply would be available, if necessary. At  present,
Cosmetic  Corporation of America, located in Medley, FL  ("CCA"),
the  prime filler for the new product line, is estimated  by  the
Company  to be operating at significantly less than capacity  and
the  Company believes that it will be able to continue to utilize
the  services and components from CCA for the foreseeable future.
The  Company  also sources other manufacturers, including  Custom
Manufacturing Corporation, Medley, FL, Farmanatural,  Davie,  FL,
Five Star Brands LLC, Grand Rapids, MI and D'Arcy Revolutionarary
Skincare, Boca Raton, FL.

While  the Company contemplated during the 1998 fiscal  year  the
possibility  of  establishing its own manufacturing  facility  to
fulfill  its need for component ingredients and complete  product
manufacture, at present the Company believes that it may continue
to  rely upon third party manufacturers, to supply the components
for  its  product lines. In addition to the use  of  third  party
manufacturers to manufacture and supply the component ingredients
for  the Company's products, and to manufacture the packaging for
the display and sale of its finished products, such third parties
also  provide  the Company, at no additional cost, storage  space
for  such  components  and packaging materials,  as  needed.  The
Company believes that this arrangement shall also be satisfactory
for the foreseeable future, and that no additional facilities  or
space will be required by the Company.

Sales, Marketing and Distribution of Products

The  Company's  products are sold through  a  variety  of  retail
outlets, including drug chains, grocery/supermarkets, health food
stores,  and  tanning  nail and hair/beauty salons,  among  other
outlets. The Company owns the following registered or trademarked
proprietary  names: ProTan(R), SOAPSCREEN(R),  Sunscreen  Barrier
System(R),  Earthen  Naturals(TM), Earthen Treasures(TM),  Beauty
Bites(TM), and Meta Slim 2000(TM), Slim Tan(TM), Quick Tan(TM). In
addition,  the  Company  has a patent  pending  and  several  PCT
patents   pending  for  its  liquid  body  wash   and   sunscreen
compositions.  The  Company presently is  marketing  and  selling

                               Page 7

products  under  the  names ProTan(R), SOAPSCREEN(R),  System(R),
Earthen   Naturals(TM),  Earthen  Treasures(TM),  and  plans   to
commence   marketing  efforts  under  the  trade  names,   Beauty
Bites(TM), and Meta Slim 2000(TM). There can be no assurance that
the  Company will be able to generate market acceptance  for  the
new  products  or  be able to continue to develop  and  grow  the
market   for   existing  products.  The  Company  also   utilizes
approximately fifty wholesale distributors to market and sell its
products,  which distributors also inventory, ship and  bill  the
Company's  customers  directly, as  part  of  their  distribution
services.

The Company also generates sales via mail order, from direct mail
and  Internet marketing by the Company. In addition, the  Company
uses  the  services of independent sales brokers nationwide,  who
are  paid  commissions equal to 5% of the sales generated.  These
independent brokers primarily sell the Company's products to  the
drug,  mass  retail and grocery/supermarket markets. The  Company
also  generates sales under a private label program for  products
designed  and marketed exclusively for a select group of national
direct mail order merchants.

The  Company's  ability  to  successfully  market  and  sell  its
products will be dependent upon the acceptance of its products in
the  various  markets into which it presently sells  as  well  as
those  markets  into which it hopes to expand.  In  order  to  be
successful, of which there can be no assurance, the Company  must
be  able  to  devote  substantial  resources  to  its  sales  and
marketing  efforts and budget, which budget the Company  projects
shall  reach $1,000,000 during the next twelve months. As  noted,
the   Company   presently  sells  its  products   through   fifty
distributors,  which  market  to ten  thousand  outlets,  several
national  drug  and mass market chains and over  200  independent
drug stores, as well as several national catalogs.

Government Regulations

At  present,  there  are  no  specific regulations  or  approvals
required by or from the Federal or state government or any agency
for the products manufactured by the Company. Further, all of the
Company's   products  are  manufactured  under  GRAS  ("Generally
Recognized as Safe") for the cosmetic industry.

Generally  Recognized  as Safe is a category  of  food  additives
established in 1958 by the Food and Drug Administration  as  part
of  a  revised Food, Drug, and Cosmetic Act of l938. The original
Generally Regarded as Safe list included approximately  700  food
additives  that had "stood the test of time", meaning  that  they
had  been  subject  to  human use and  or  consumption  and  were
believed  to  be  harmless. A current  revision  by  the  FDA  to
reevaluate  and  reclassify  all  Generally  Regarded   as   Safe
additives is underway, with the potential for the FDA banning any
additives  deemed  hazardous. While  the  FDA  governs  the  GRAS
standards, the ongoing revisions are specifically related to  the
raw  materials which are additives, not to the finished  cosmetic
product, which the Company's products are considered.

Also,  while  the skin care industry is basically self-regulated,
the   FDA  regulations  do  apply  to  fragranced  personal  care
products, perfumes and cosmetics. Since there are limitless  skin
care formulations recognized as "trade secrets" the actual impact
of  the  FDA  regulation is limited. However,  by  law,  all  the
ingredients of a product must be listed on the label.  These  are
listed  in  order of predominance, which means the percentage  of
the make-up or composition of each product.

At  present,  the  FDA  does not require safety  testing  on  any
ingredient  that goes into cosmetics or perfumes. Only  once  the
product  is  on  the  market does the  FDA  have  any  regulatory
authority. The FDA must prove in court that the product is unsafe
before  it  can  require  the product  to  be  removed  from  the
marketplace. Nevertheless, on many occasions, manufacturers  will
voluntarily  recall a product that is in question,  either  as  a
result  of  the  manufacturer's own determination or  any  public
report,  or  otherwise.  The FDA does not  require  companies  to
register with the FDA, file the ingredients used, or even keep  a
record of injuries related to use of their products. In the event

                                 Page 8

of  any  recall  of  one or more of the Company's  products,  the
potential adverse impact would be based on the revenues lost from
a  particular product that would be recalled. No other actions or
impact should result against the overall business of the Company.
None  of  the  Company's products are hazardous  or  contain  any
hazardous  additives and therefore, the Company does not  believe
that there could exist any claim from consumers or any businesses
that buy and use the Company's products.

In  addition, samples of each of the Company's products that have
been produced are retained for three years, which samples are not
part  of inventory and not for resale. As a result, there are  no
present  or  anticipated regulations that have or  may  have  any
effect upon the Company or its business.

Item 2. Description of Property
===============================

The  Company presently leases approximately 5400 square  feet  of
executive  office  space at 959 Shotgun Road,  Sunrise,  FL,  for
$3,100   per  month.  The  condition  of  the  Company's   leased
facilities  in Sunrise, FL are excellent, and are sufficient  for
its  use for the foreseeable future. The Company, as noted above,
also  has  available  from  third  party  manufacturers  of   the
components  used  to manufacture the Company's products  and  the
manufacturer/suppliers of the packaging for its products the  use
of  storage  space to store such components and materials  at  no
cost.  This  arrangement  is  also  adequate  for  the  Company's
purposes for the foreseeable future. For the foreseeable  future,
the  Company's business will not require any additional space for
such  uses  as  packaging, distribution or storage.  The  Company
previously  leased approximately 6000 square  feet  of  space  in
Plantation, FL. at a monthly rate of $3,500. However, the present
facility  provides a more centralized distribution area for  more
efficient delivery to the Company's customer base.

                                Page 9

Item 3. Legal Proceedings
=========================

The  Company  is not a party to any litigation that is  material.
The  Company  is a defendant in an action pending in the  Circuit
Court  in  and for Broward County, Florida. The action alleges  a
claim  for  $15,000,  which is the minimum amount  necessary  for
jurisdictional  purposes in order to commence an action  in  such
court.  The  claim  of the plaintiff, a model, alleges  that  the
Company  used  plaintiff's image without a consent.  The  Company
does  not  believe  that the action, if adjudicated  against  the
Company, will not have a material adverse impact upon the Company
or its financial condition. Further, the Company believes that it
will be able to settle this action through negotiations with  the
plaintiff,  at terms satisfactory to the Company, which  it  does
not believe will exceed $5,000. The Company is a defendant in  an
action  pending in the Civil Court in and for Lehigh County,  PA.
The  action  alleges a claim for $50,000, which  is  the  minimum
amount necessary for jurisdictional purposes in order to commence
an  action  in such court. The claim of the plaintiff,  a  model,
alleges  that  the  Company  used  plaintiff's  image  without  a
consent.  The  Company  does  not believe  that  the  action,  if
adjudicated against the Company, will not have a material adverse
impact upon the Company or its financial condition. Consequently,
the company is an innocent third party and has no liability.

Item 4. Submission of Matters to a Vote of Security Holders.
============================================================

No  matters  were submitted to a vote of security holders  during
the year ending 1999.

                               Page 10



                             PART II

Item 5. Market for Common Equity and Related Stockholder Matters
================================================================

The Company's common stock is traded over-the-counter in what  is
referred to as the NASDAQ Bulletin Board". As of March 28,  2000,
there  were 6 market makers in the Company's stock. The following
information  with respect to the high and low market  prices  was
obtained from the Company's records. The Company's shares on  May
12,  1999  had  a  1  for 6 reverse split, and  the  table  below
reflects such information.
<TABLE>

<S>                             <C>                   <C>
                                      Bid Prices
        1997                     High                   Low
Quarter Ending June  30          $ 4.50                $ 3.00
Quarter Ending Sept. 30          $ 5.25                $ 2.25
Quarter Ending Dec.  31          $ 3.38                $ 3.00
        1998                     High                   Low
Quarter Ending March 31          $ 4.13                $ 2.75
Quarter Ending June  30          $ 3.75                $ 2.00
Quarter Ending Sept. 30          $ 3.38                $ 2.63
Quarter Ending Dec.  31          $ 1.50                $ 0.31
        1999
Quarter Ending March 31          $ 4.25                $ 0.19
Quarter Ending June  30          $ 4.25                $ 3/16
Quarter Ending Sept. 30          $ 2.38                $ 1.12
Quarter Ending Dec.  31          $ 1.44                $ 0.19
        2000
Period Ending March  30          $ 2.13                $ 0.88
</TABLE>

The  Company  is  filing  this Form 10-KSB  for  the  year  ended
December 31, 1999, which is the first report filed by the Company
under  the Securities Exchange Act of 1934 (the "Exchange  Act"),
since  the  effective date of the Company's Form 10-SB/12/A.  The
Form 10-SB/12g/A enabled the Company to reapply to NASDAQ for the
purpose  of having its shares again trade on the NASDAQ  Bulletin
Board. Effective October 7, 1999, the Company's shares ceased  to
trade  on the NASDAQ:OTC bulletin board, because the Company  was
not  reporting under the Exchange Act. The Company's shares  were
traded on the NASDAQ:OTC:Bulletin Board on February 15, 2000.  As
of  March 28, 2000 there were 150 holders of the Company's common
stock.  The  Company  has  never paid a  dividend  and  does  not
anticipate that any dividends will be paid in the near future.

                                Page 11

Item 6. Management's Discussion and Analysis of Finical Condition
        and Results of Operations
=================================================================

Results of Operations

During  the  Company's fiscal years ended December 31,  1999  and
1998, respectively, the Company
had  sales  of $1,014,997 and $429,914, respectively. The  reason
for the increase in sales from fiscal 1998 o 1998 was principally
due  to  the  introduction and commencement of marketing  of  the
Company's new product, SOAPSCREEN(R), following the completion of
clinical   testing,  patent  registration  and   packaging.   The
SOAPSCREEN(R)  product  accounted for approximately  40%  of  the
increased sales from 1998 to 1999 or approximately $234,000.  The
Company  also generated sales of its new Slim Tan(R) product  and
increased  sales  of  its existing Pro-Tan(R)  product  line.  In
addition,  the  Company  has  developed  and  introduced  several
private  label  products for key customers that generated  orders
during  the  1999 fiscal to increase sales. Private  label  sales
accounted for approximately 30% of the increased sales from  1998
to  1999  or approximately $175,000. The Company also experienced
additional  sales  in  1999  from its  ProTan(R)  and  SlimTan(R)
products.

Notwithstanding the impact upon the Company's sales growth during
the 1999 year from SOAPSCREEN(R) and from private label products,
the  Company does not believe that it shall be dependent upon any
single product for a material percentage of its sales during  the
year 2000 because it is continuing to introduce new products  and
expand  the products in its existing lines. The Company was  able
to  introduce these products and expand its line and marketing as
a  result of increased cash flow from financing activities, which
increased from $305,272 during 1998 to $450,265 during 1999.

The  Company  incurred a net loss of $185,822 ($0.04  per  Share)
during 1999 compared to a net loss of $416,771 ($0.12 per  Share)
during  1998. The Company's net loss for the year ended  December
31,  1999  decreased from the prior year as a  result  of  higher
sales,  without  a  corresponding  increase  in  total  operating
expenses.

The  Company's selling, general and administrative expenses  were
$657,528  in  1999  compared to $636,136  in  1998.  Its  selling
expense expense in fact declined from $279,681 in   1998  to  and
$254,960 in  1999 and  its administrative  expense  declined from
$284,810 in 1998 and to $266,891 in 1999.

The   Company   was  able  to  keep  its  selling,  general   and
administrative expenses from increasing significantly  by:  using
outside  personnel for selling efforts; by eliminating  the  need
for  temporary  personnel, which in prior periods  were  used  to
office and warehouse operations; and from increased experience of
the  Company's  staff  and  employees.  The  Company  intends  to
increase  the  number  of personnel during 2000  as  it  achieves
further  sales growth. However, there can be no assurance  as  to
the  timing  or  amount  of  sales  growth  during  2000  or  any
subsequent period.

The  Company's general expense increased from $71,645 in 1998  to
$135,677 in 1999. This increase resulted primarily from the costs
associated  with  being  a public company  and  fees  related  to
compliance  with SEC reporting requirements under the  Securities
Exchange Act of 1934.

Liquidity and Capital Resources

The Company, at December 31, 1999 had current assets of $729,563,
compared to current assets of $189,703 at December 31, 1998.  The
increase  in  current assets is the result of increased  accounts
receivable,  from $16,889 in 1998 to $47,679 in  1999,  increased
inventory  from $83,099 in 1998 to $192,539, increase  in  amount

                                Page 12

due from stockholder from $60,767 in 1998 to $107,311 in 1999 and
significantly, an increase in stock subscriptions receivable from
$0 in 1998 to $374,287 in 1999. The Company's accounts receivable
are  all current and collectible, with no return privileges,  and
the  inventory is all ready for sale. The increase  in  inventory
consists  of  both  finished products  and  components  used  for
manufacturing finished products. The Company's sales policies  do
not  provide any customers with any return privileges  and  sales
are not contingent.

The   Company's   stock   subscriptions  receivable   are   fully
collectible,  and the Company reasonably expects to collect  this
amount during the fiscal year 2000 as well as the amount due from
stockholders.

The  Company's  current  liabilities declined  from  $514,473  at
December  31, 1998 to $241,202 at December 31, 1998. The  Company
achieved  this  improvement  principally  as  a  result  of   the
reduction  in notes payable, from $234,593 in 1998 to $11,654  in
1999,  which was achieved by the reduction in notes payable  from
the  conversion  of  debt to equity. See  Notes  to  Consolidated
Financial Statements.

During  1998  and 1999, a merger consultant advanced the  Company
$199,000,  and  $440,000, respectively  and  paid  an  additional
$106,272  and $11,823 in merger related expenses for the Company,
respectively.

There  are  no  trends that the Company is aware  of  that  would
adversely impact upon its liquidity and the Company has no  plans
for  any  large  capital  expenditures.  There  is  a  trend,  as
discussed above under Description of Business, as a result of the
increased  public awareness of the risks associated  with  excess
exposure  to  the sun, of the need for skin protection  products,
such as those of the Company. There can be no assurance, however,
of  the  Company's  ability  to  exploit  this  increased  public
awareness, notwithstanding the growing demand.

The  season  for  the Company's sun protection products  is  from
January  through August. The Company believes that as it adds  to
its  product  line,  it would hope to increase  the  use  of  its
products  year  round.  Material events  that  would  effect  the
Company's  financial  condition relate  directly  to  the  market
acceptance  for  existing  and  new  products.  Any  decline   in
acceptance  would  adversely  effect  the  Company's  ability  to
increase  its  distribution, which in  turn  would  increase  its
sales.  The  Company's  liquidity and  future  success  shall  be
dependent upon the market acceptance of the Company's proprietary
liquid  body  wash with sunscreen, which the Company believes  is
the  only product of its kind on the market. The Company recently
introduced the Beauty Bites snack bar into the professional salon
arena,  which  has  received initial  market  acceptance  as  the
product's  quality and uniqueness. Initial sales have  begun  and
the   Company  expects  to  continue  at  a  steady   pace.   The
participation of trade shows throughout the year along  with  the
publicity  campaign should make ease of entry  into  salons  more
accessible.  However, there can be no assurance that the  Company
will be successful in launching the above products and continuing
to achieve growth in sales levels.

Year 2000

The  Company  acquired its computer systems with an objective  to
being Year 2000 compliant and has experienced no consequences  to
date  following the end of the year. The Company has engaged  the
services  of  a qualified technician to determine the  extent  to
which it may be vulnerable to third party Year 2000 issues. As  a
relatively new corporation, all computer equipment was  purchased
in 1998 or later and all such equipment and software is Year 2000
compliant. The Company uses Microsoft software and has  installed
all  the  available updates to this software. Further,  Microsoft
updates  will  be installed if any further software shall  become
available  from Microsoft. The Company has expended approximately
$5,000  on  hardware and software to become Year 2000  compliant.

                                Page 13

The  Company  has  assessed and continues to assess  whether  its
information  and  non-information  technology  systems  will   be
effected  by  the Year 2000 issues. The Company has  investigated
its  third  party communications suppliers such as the  telephone
company and its Internet service provider and found to date based
upon  the  Company's  experience  that  all  were  in  Year  2000
compliant.  Based  upon current information, management  believes
that  the  necessary modifications have been made  internally  to
effectively  continue the Company into the  Year  2000.  However,
management  is  continuing to monitor internal  systems,  and  to
assess  the  readiness of its systems, to ensure  continued  Year
2000  compliance.  As a contingency, the Company  has  identified
other  communication  suppliers who could provide  the  necessary
service at a minimal cost to the Company, and a minimal effect on
the  operations of the Company during the Year 2000.  Based  upon
current information, the Company does not believe that the  costs
associated  with Year 2000 compliance shall be material  for  the
Company. The Company, prior to the year ended December 31,  1999,
and  to  the  date  of  this  report  on  Form  10-KSB,  has  not
experienced any technical problems related to Year 2000 matters.

Except   for  the  historical  information  herein,  the  matters
discussed   in   this  Annual  Report  includes   forward-looking
statements  that may involve a number of risks and uncertainties.
Actual   results  may  vary  based  upon  a  number  of  factors,
including,  but  not  limited to, risks in  product  and  product
development,  market  acceptance of new products  and  continuing
demand,  the impact of competitive products and pricing, changing
economic  conditions  and  other risk factors  contained  in  the
Company's  Form  10-SB/12g/A which was filed with the  Securities
and Exchange Commission on February 1, 2000.

ITEM 7. FINANCIAL STATEMENTS
============================

The financial statements for the year ended December 31, 1999 are
attached hereto with comparative financial statements for 1998.

ITEM 8. CHANGES  IN  AND  DISAGREEMENT  WITH  ACCOUNTANTS   ON
        ACCOUNTING AND FINANCIAL DISCLOSURE.
==============================================================

None

                                Page 14

                            PART III

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

(a)  The directors and executive officers are:
<TABLE>
<S>                   <C>  <C>
Name                  Age  Title
Stacy Kaufman         34   President, Chief Executive Officer,
                           and a Director
Cathy Kaufman         41   Secretary, Treasurer and a Director
</TABLE>

All  directors  hold  office until the  next  annual  meeting  of
stockholders of the Company and until their successors have  been
elected  and  shall qualify. Officers serve at the discretion  of
the  Board of Directors, but the Company effective March 30, 1999
entered into a five year employment agreement with Stacy Kaufman.
See Item 10. Executive Compensation below.

The   Company  also  utilizes  the  services  of  a  key  outside
consultant,  Michael  Dulak,  as  chief  chemist,  but   has   no
employment agreement with Mr. Dulak

Stacy  Kaufman  has served as President, Chief Executive  Officer
and  a  Director  of  the  Company  from  its  inception,  having
organized the Company in September, 1995. Mr. Kaufman serves  the
Company  in  a  full  time capacity. Mr. Kaufman  formulated  and
developed SkinTek(R) brand of products in 1985 and developed  the
PRO  TAN(R)  instant tanning products in 1986.  Mr.  Kaufman  has
worked for the Company and its predecessor for more than the past
five years. Effective March 30, 1999, the Company entered into  a
five  (5) year executive employment agreement with Stacy Kaufman.
See "Executive Compensation" below.

Cathy Kaufman has been Secretary, Treasurer and a Director of the
Company since September, 1995. During the five years prior to her
employment by the Company, Cathy Kaufman, who is married to Stacy
Kaufman,  served as comptroller of a private company  engaged  in
the mail order business.

Compliance with Section 16(a) of the Exchange Act. The Company
only recently became subject to the requirements of the
Securities Exchange Act of 1934 and its officers and directors
will file reports required by the Exchange Act immediately
following the filing of this Annual Report on Form 10-KSB for the
year ended December 31, 1999.

                                Page 15

Item 10. Executive Compensation
===============================
<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE

                                Long Term Compensation

            Annual Compensation                Awards         Payouts

<S>        <C>     <C>      <C>         <C>        <C>        <C>         <C>        <C>
(a)        (b)     (c)      (d)         (e)        (f)        (g)          (h)       (i)
                                                                                     All other
Name and                                 Other      Re-        Securitiess  LTIP     Compen-
Principal                                Annual     stricted   Underlying   Payouts  sation
Position    Year    Salary    Bonus($)   Compen-    Stock      Option/      ($)      ($)
(*)                                      sation($)  Awards     SAR's#

Stacy
Kaufman     1999    101,923       0         0         0          0         0         0
President,
CEO
Stacy
Kaufman     1998    65,942        0      80,000       0          0         0         0
President,
CEO
Stacy
Kaufman     1997    1,200         0         0         0          0         0         0
President,
CEO
Cathy
Kaufman
Secretary,  1999    16,000        0         0         0          0         0         0
Treasurer
Cathy
Kaufman
Secretary,  1998    6,350         0         0         0          0         0         0
Treasurer
Cathy
Kaufman
Secretary,  1997    0             0         0         0          0         0         0
Treasurer
</TABLE>

                                Page 16

Stacy   Kaufman   has  served  as  the  Company's  chief  executive   officer
and   president   during   the  respective  years   set   forth   above.   On
March   30   ,1999,   the   Company   entered   into   a   five   (5)    year
executive   employment   agreement   with   Mr.   Kaufman,   which   provides
for   annual  base  salary  of  $100,100,  subject  to  an  annual   increase
of   10%,  a  bonus  based  upon  performance  determined  by  the  board  of
directors,   consisting   presently   of   Mr.   Kaufman   and   his    wife,
Cathy   Kaufman,   and  incentive  compensation  in   the   form   of   stock
options,   under   the   Company's  1999  Stock  Option   Plan.   This   plan
provides    for   the   right   to   purchase   2,500,000   shares   ("Option
Shares"),   exercisable   until  the  close  of   business   on   March   29,
2009,  at  an  exercise  price  of  $.50  per  Option  Share,  which  was  in
excess   of   110%  of  the  fair  market  value  of  the  Company's   shares
on  the  date  of  the  agreement  and  grant.  The  right  to  exercise  the
options    shall    be   contingent   upon   the   Company's    receipt    of
revenues,   as   follows:   if  and  when  the  cumulative   revenues   reach
$700,000,   the   right  to  exercise  500,000  Option   Shares;   $1,540,000
in   revenues,   and   additional  500,000  Option  Shares;   $2,548,000   in
revenues,    an    additional   500,000   Option   Shares;   $3,757,600    in
revenues,   and   additional   500,000   Option   Shares,   and   $5,209,120,
the   last   500,000  in  Option  Shares.  Cathy  Kaufman   has   served   as
Secretary   and   Treasurer   during   the   respective   years   set   forth
above.

Item 11.  Security Ownership of Certain Beneficial Owners and Management
========================================================================

         As   of   March   30,   2000,   the  security   ownership   of   the
following    persons    and    entities,   who    were    either    executive
officers  of  the  Company  or  were  known  to  the  Company  to  own   more
than    five    percent   (5%)   of   the   Company's   outstanding    voting
securities was as follows:
<TABLE>
<S>             <C>              <C>             <C>
(1)             (2)              (3)             (4)
Title of Class  Name and         Amount and      Percent of
                Address of       Nature of       Class(1)
                Beneficial       Beneficial
                Owner            Ownership
--------------  -------------    ------------    ----------
Common Stock    Stacy Kaufman    3,871,666 (2)       60.3%
                1750 NW 65th
                Avenue
                Plantation, FL
                33313
Common Stock    Cathy Kaufman    3,083, 333 (3)      47.3%
                1750 NW 65th
                Avenue
                Plantation, FL
                33313

(1) Based upon 6,421,271 shares issued and outstanding at January
25, 2000, which includes 500,000 shares underlying a stock option
by Stacy Kaufman as discussed below.
(2)  Includes  3,083,333  shares  jointly  owned  of  record  and
beneficially  by Stacy Kaufman and Cathy Kaufman, 288,333  shares
solely  owned  of record and beneficially by Stacy Kaufman,  with
respect to which Cathy Kaufman disclaims any beneficial interest,
and  500,000  shares  underlying  the  option  granted  to  Stacy
Kaufman, presently exercisable at $.50 per share, with respect to
which  Cathy Kaufman disclaims any beneficial interest.  See  the
discussion of the Option in the paragraph below and under Item 6,
Executive Compensation.
(3)  A  total  of  3,083,333  shares  are  owned  of  record  and
beneficially by Stacy Kaufman and Cathy Kaufman, jointly.

        On March 30, 1999, the Company entered into an employment
agreement  with  Stacy  Kaufman,  the  Company's  president   and
majority   stockholder,  in  which  was  included  an   incentive
compensation stock option plan. This plan allows the president to
purchase  up  to 2,500,000 shares of common stock  by  March  29,
2009,  provided that certain annual revenue levels were  reached,
beginning  at  December  31,  1999. Based  upon  this  employment
agreement,  Mr.  Kaufman has the right to  exercise  the  initial
portion  of  the option to purchase 500,000 shares  at  $.50  per
share,  based  upon the Company having achieved cumulative  sales
revenues  of  $700,000. These shares were  not  included  in  the
diluted  shares for the earnings per share calculation.  See  the
Consolidated Financial Statements attached hereto.

                                Page 17

Item 12. Certain Relationships and Related Transactions
=======================================================

        During fiscal 1999 and 1998 and to date, the Company  has
had   no  transactions  with  related  parties,  except  for  the
executive  employment  agreement  between  the  Company  and  its
president  and  chief executive officer, Stacy Kaufman.  See  the
discussion   following  the  table  under  Item   10.   Executive
Compensation above.

                                Page 18

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
==========================================

(a)  Exhibits:


Exhibit No                       Document Description
3.1                              Articles of Incorporation
                                 (filed as Exhibits 3.1, 3.2 and
                                 3.3 to the Company's
                                 Registration Statement on Form
                                 10-SB/12g and incorporated
                                 herein by reference)
3.2                              Bylaws (filed as Exhibit 3.4 to
                                 the Company's Registration
                                 Statement on Form 10-SB/12g and
                                 incorporated herein by reference)
10(iii)                          Material Contracts-Consulting
                                 Agreements and Employment
                                 Agreement (filed as Exhibits to
                                 Registration Statements on Form
                                 10-SB/12g and incorporated
                                 herein by reference)
23                               Consent  of Grassano Accounting,
                                 P.A., CPA's
27                               Financial Data Schedule

(b) During 1999, the Company did not file any Reports on Form  8-K.

                                Page 19


                           SIGNATURES

In accordance with Section 12 or 15(d) of the Exchange Act, the
Registrant has caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

SKINTEK LABS, INC.


               By: /s/ Stacy Kaufman
                       Stacy Kaufman, President, Chief Executive Officer
                       and Director

Dated:    March 30, 2000
          Sunrise FL


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

                   /s/ Cathy Kaufman
                       Cathy Kaufman, Secretary, Treasurer and Director

                                Page 20


                       SKINTEK LABS, INC.
                         AND SUBSIDIARY
                CONSOLIDATED FINANCIAL STATEMENTS

                   DECEMBER 31, 1999 AND 1998



                                Page 21















                       SKINTEK LABS, INC.
                         AND SUBSIDIARY


           INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                            PAGE

REPORTS OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS         23

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets                                 24-25

Consolidated Statements of Operations                       26-27

Consolidated Statements of Cash Flows                       28-29

Consolidated Statements of Stockholders' Equity (Deficit)   30

Notes to Consolidated Financial Statements                  31-37


                                 Page 22


















       REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
       --------------------------------------------------

To the Board of Directors and Stockholders of
Skintek Labs, Inc.
Sunrise, Florida

We  have audited the accompanying consolidated balance sheets  of
Skintek  Labs, Inc. and Subsidiary (the Company) as  of  December
31,  1999  and  December 31, 1998, and the  related  consolidated
statements  of operations, stockholders' equity, and  cash  flows
for  the  years  then ended. These financial statements  are  the
responsibility of the Company's management. Our responsibility is
to  express an opinion on these financial statements based on our
audit.  The  consolidated financial statements  give  retroactive
effect  to  the  merger  of Skintek Labs,  Inc.  and  Performance
Brands, Inc. (the Subsidiary), which has been accounted for as  a
reverse purchase as described in Note 1 of the accompanying notes
to consolidated financial statements.

We  conducted  our  audits in accordance with generally  accepted
auditing  standards. Those standards require  that  we  plan  and
perform  the audits 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 consolidated financial statements referred to
above  present  fairly, in all material respects,  the  financial
position  of  Skintek Labs, Inc. and Subsidiary at  December  31,
1999  and  1998, and the results of its operations and  its  cash
flows  for  the  years then ended, in conformity  with  generally
accepted accounting principles.



/s/ Grassano Accounting, P.A.

Boca Raton, Florida
March 30, 2000

                                Page 23




                       SKINTEK LABS, INC.
                         AND SUBSIDIARY
                   CONSOLIDATED BALANCE SHEETS
                   DECEMBER 31, 1999 AND 1998

</TABLE>
<TABLE>
<CAPTION>
<S>                                     <C>       <C>
                             ASSETS

                                          1999      1998

CURRENT ASSETS
     Cash                                $ 7,747   $     -
     Accounts Receivable                  47,679    16,889
     Inventory                           192,539    83,099
     Income Tax Receivable                          28,948
     Stock Subscriptions Receivable      374,287
     Due from Stockholders               107,311    60,767
                                         -------   -------
               TOTAL CURRENT ASSETS      729,563   189,703
                                         -------   -------

PROPERTY AND EQUIPMENT
     Machinery and Equipment              28,860    13,140
     Furniture and Fixtures                6,966     3,066
     Office Equipment                     16,148    11,003
     Website                               4,654         -
                                          ------    ------
                                          56,628    27,209

     Less:  Accumulated Depreciation      31,170    24,375
                                          ------    ------
            NET PROPERTY AND EQUIPMENT    25,458     2,834
                                          ------    ------

OTHER ASSETS
     Security Deposits                     6,745     4,885
     Patent & Trademarks (Less:
          Accumulated Amortization
          of $385 in 1999)                24,054         -
                                          ------     -----
               TOTAL OTHER ASSETS         30,799     4,885
                                          ------     -----

                     TOTAL ASSETS       $785,820  $197,422
                                        ========  ========

                                Page 24
</TABLE>

                       SKINTEK LABS, INC.
                         AND SUBSIDIARY
                   CONSOLIDATED BALANCE SHEETS
                   DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>

          LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
<S>                                     <S>      <S>
                                          1999      1998

CURRENT LIABILITIES
    Accounts Payable                    $224,854  $265,268
     Payroll Taxes Payable                 4,694     5,612
     Income Taxes Payable                            9,000
     Notes Payable                        11,654   234,593
                                         -------   -------
          TOTAL CURRENT LIABILITIES      241,202   514,473
                                         -------   -------
STOCKHOLDERS' EQUITY (DEFICIT)
     Common Stock, $0.001 Par Value,
      50,000,000 Shares
          Authorized, 5,921,271 Shares
          Issued & Outstanding
          in 1999 and 3,803,000 Shares
          Issued & Outstanding
          in 1998                          5,921     3,803
     Preferred Stock, $0.001 Par
          Value, Non-Voting,
          1,000,000 Shares Authorized,
          0 Shares Issued &
          Outstanding                          -         -
     Additional Paid in Capital        1,022,731   (22,642)
     Retained Earnings (Acc.  Deficit)  (484,034) (298,212)
                                         -------   -------
         TOTAL STOCKHOLDERS' EQUITY
         (DEFICIT)                       544,618  (317,051)
                                         -------   -------
TOTAL LIABILITIES & STOCKHOLDERS'
EQUITY (DEFICIT)                        $785,820  $197,422
                                        ========  ========
</TABLE>

                                Page 25



                       SKINTEK LABS, INC.
                         AND SUBSIDIARY
       CONSOLIDATED STATEMENTS OF OPERATIONSBALANCE SHEETS
         FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>
<S>                                   <C>          <C>
                                          1999      1998

SALES                                   $1,014,997  $429,914

COST OF SALES                              584,708   262,744
                                           -------   -------
         GROSS PROFIT                      430,289   167,170
                                           -------   -------
OPERATING EXPENSES
     Selling                               254,960   279,681
     General                               135,677    71,645
     Administrative                        266,891   284,810
                                           -------   -------
          TOTAL OPERATING EXPENSES         657,528   636,136
                                           -------   -------
          INCOME (LOSS) FROM
          OPERATIONS                      (227,239  (468,966)
                                           -------   -------
OTHER INCOME AND EXPENSE
     Miscellaneous Income                   38,351     8,029
     Interest Income                         5,280     2,312
     Interest Expense                       (2,214)   (2,317)
                                            ------     -----
          TOTAL OTHER INCOME (EXPENSE)      41,417     8,024
                                            ------     -----
          NET INCOME (LOSS) BEFORE
          PROVISION FOR (BENEFIT
          FROM) INCOME TAXES              (185,822) (460,942)

Provision for (Benefit from) Income Taxes        -   (44,171)
                                           -------  --------
                      NET INCOME         $(185,822)$(416,771)
                                         =========  ========
NET INCOME (LOSS)
COMMON SHARE
     Basic                                $(.04)    $(.12)
                                          ======    ======
     Diluted                              $(.04)    $(.12)
                                          ======    ======
SHARES USED IN COMPUTING
NET INCOME (LOSS) PER
COMMON SHARE
     Basic                              5,123,921  3,479,052
                                        =========  =========
     Diluted                            5,291,044  3,479,052
                                        =========  =========

                                Page 26


                       SKINTEK LABS, INC.
                         AND SUBSIDIARY
              CONSOLIDATED STATEMENTS OF CASH FLOWS
         FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

</TABLE>
<TABLE>
<CAPTION>
<S>                                    <C>         <C>
                                          1999      1998

CASH FLOWS FROM OPERATING
ACTIVITIES:
     Net Income (Loss)                  $(185,822)  $(416,771)
     Adjustments to Reconcile Net
       Income
       (Loss) to Net Cash Provided by
       (Used in) Operating Activities
        Depreciation and Amortization       7,180         630
        Decrease ( Increase)
        in  Accounts Receivable           (30,790)      7,833
       Increase in Inventory             (109,440)    (58,351)
       Decrease (Increase) in Income
              Taxes Receivable             28,948     (28,948)
       Increase in Security Deposits       (1,860)     (2,150)
       Increase (Decrease) in
              Accounts Payable            (40,414)    249,709
       Increase (Decrease) in Payroll
              Taxes Payable                  (918)      4,533
       Decrease in Income
              Taxes Payable                (9,000)    (53,707)
                                           -------    -------
              NET CASH USED IN
              OPERATING ACTIVITIES       (342,116)   (297,222)
                                          -------     -------
CASH FLOWS FROM INVESTING
ACTIVITIES:
     Loan Repayments from (Advances
      to) Stockholders (Net)               (46,544)   101,078
     Purchases of Machinery and            (29,419)    (3,464)
     Equipment
     Purchases of Intangible Assets        (24,439)
                                            ------    -------
               NET CASH USED IN
               INVESTING ACTIVITIES       (100,402)    97,614
                                           -------     ------
CASH FLOWS FROM FINANCING
ACTIVITIES:
     Proceeds from Note Payable            450,265    199,000
                                           -------    -------
               NET CASH PROVIDED BY
               FINANCING ACTIVITIES        450,265    199,000
                                           -------    -------
NET INCREASE (DECREASE) IN CASH              7,747       (608)

CASH, BEGINNING OF PERIOD                        0        608
                                           -------    -------
CASH, END OF PERIOD                         $7,747         $0
                                           =======    =======
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION
     Cash paid during the period for:
        Interest                            $2,214     $2,317
                                            ======     ======
        Income Taxes                        $7,424    $13,968
                                            ======    =======
</TABLE>

SUPPLEMENTARY DISCLOSURE OF NON-CASH OPERATING ACTIVITIES

On November 13, 1998, $82,333 of merger consultant's note was converted into
164,667 shares of common stock. 208,333 shares of Rule 144 common stock were
also issued.

On March 13, 1999, $541,667 of merger consultant's note was converted into
1,083,338 shares of common stock.

On July 6, 1999, $96,252 of merger consultant's note was converted into
192,503 shares of common stock. Also, an additional 842,430 shares of common
stock were issued to the merger consultant for a subscrition of $421,215.




                                Page 29

                             SKINTEK LABS, INC.
                               AND SUBSIDIARY
          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
               FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
<S>              <C>         <C>        <C>      <C>       <C>         <C>         <C>
                                                                       Retained    Total
                 Number      Number                        Additional  Earnings    Stockhol
                 of          of                            Paid-in     (Accumu-    Equity
                 Shares      Shares     Common   Preferred Captial     lated       (Deficit)
                 Common      Preferred  Stock    Stock                 Deficit)
--------------------------------------------------------------------------------------------
Balance at Dec.  3,430,000   0          3,430     0         1,670      118,559     123,659
31, 1997

November 13,
1998
converted
$82,333 of
merger
consultant's
note
into 164,667
shares of
common stock and
issued an
additional
208,333 of
Sec. 144 common     373,000   -             373   -         81,960        -          82,333
shares

Merger Costs           -      -               -   -       (106,272)       -        (106,272)

Net Loss               -      -               -   -           -       (416,771)    (416,771)
--------------------------------------------------------------------------------------------
Balance at Dec.   3,803,000   0           3,803   -        (22,642)   (298,212)    (317,051)
31, 1998

March 31, 1999
converted
$541,667 of
merger
consultant's
note into
1,083,338 shares
of
common stock      1,083,338    -           1,083   -        540,584       -         541,667

Additional             -       -            -      -        (11,643)      -         (11,643)
Merger Costs

July 6, 1999
issued
1,034,933 shares
of
common stock  to
merger
consultant for
$96,252 of
consultant's
note and
$421,215 cash     1,034,933    -           1,035   -        516,432       -         517,467
due

Net Loss               -       -            -      -           -      (185,822)    (185,822)
--------------------------------------------------------------------------------------------
Balance at Dec.   5,921,271    -           5,921   -      1,022,731   (484,034)     544,618
31, 1999
============================================================================================
</TABLE>

                                Page 30

                       SKINTEK LABS, INC.
                         AND SUBSIDIARY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

On   December   13,   1994,  Skintek  Labs,  Inc.  (the   "Company")   under
the  name  of  Biologistics,  Inc.  was  incorporated  under  the  laws   of
Colorado,    to   engage   in   the   business   of   clinical   consulting,
contract   packaging   and   labeling   services   for   clinical   studies.
The   Company  issued  stock  but  never  had  any  operations.   On   April
22,   1997,   the   Company   became   a  Delaware   corporation   when   it
merged     itself     into     its    subsidiary,    Biologistics,     Inc.,
incorporated under the laws of Delaware on March 19, 1997.

Performance    Brands,    Inc.   (the   "Subsidiary")    was    incorporated
September   21,  1995  under  the  laws  of  the  State  of   Florida.   The
Company   is   engaged  in  the  wholesale  and  retail   distribution   and
sale   of   various   products   in   the   skin-care   market.   Currently,
these    products    are    being    manufactured,    to    the    Company's
specifications,   in   South   Florida  by   several   independent   fillers
and by the Company.

On    March    31,   1999,   the   Company   incorporated   a   wholly-owned
subsidiary   PBI   Acquisition   Corp.   On   the   same   day   Performance
Brands,   Inc.   merged   with  PBI  Acquisition   Corp.   when   the   sole
stockholder   exchanged   his  stock  in  Performance   Brands,   Inc.   for
18,500,000   shares   of   Skintek   Labs,   Inc.   Then   PBI   Acquisition
Corp.   was   dissolved,   leaving   Performance   Brands,   Inc.   as   the
surviving   subsidiary   of   Skintek  Labs,   Inc.   This   stock-for-stock
transfer was accounted for as a reverse purchase.

Basis of Presentation and Consolidation
The    consolidated   financial   statements   have   been    prepared    in
accordance    with    generally   accepted   accounting    principles    and
include   the   accounts  of  Skintek  Labs,  Inc.  and   its   wholly-owned
subsidiary    Performance   Brands,   Inc.   All    material    intercompany
transactions and balances have been eliminated in consolidation.

As described in Organization above, effective March 31, 1999, the
Company acquired all of the common stock of Performance Brands,
Inc. The business combination was accounted for as a purchase and
accordingly, the Company's financial statements have been
presented to include the results of Performance Brands, Inc. as
though the business combination occurred as of January 1, 1997.
The May 12, 1999 reverse stock split (Note 4) was also presented
as though it occurred on January 1, 1997.

                                Page 31

                       SKINTEK LABS, INC.
                         AND SUBSIDIARY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Accounts Receivable
All accounts receivable are due from unaffiliated third parties.
The Company considers all accounts receivable to be fully
collectible; accordingly, no allowance for doubtful accounts is
required. If amounts become uncollectible, they will be charged
to operations when that determination is made.

Inventory
Inventory   is   stated  at  the  lower  of  cost  or  market,   using   the
first-in,   first-out   (FIFO)   method   and   consists   of   bottles   of
product,   empty   bottles,   displays,  and  boxes.   The   raw   materials
are   expensed   as   purchased  because  their  inventoried   value   would
be immaterial.

Property, Equipment and Depreciation
Property   additions,   major   renewals  and   betterments   are   included
in   the   assets   accounts  at  cost.  Maintenance,  repairs   and   minor
renewals are charged to earnings when incurred.

Depreciation    is   computed   using   the   modified   accelerated    cost
recovery   system   and  the  straight-line  method   over   the   estimated
useful   lives  of  the  assets.  The  Company  has  elected   to   expense,
rather   than   depreciate,  the  cost  of  certain   depreciable   personal
property    under    Section   179   of   the   Internal    Revenue    Code.
Although,    these   methods   are   not   generally   accepted   accounting
principles,   the   difference  between  them  and  any   other   acceptable
method is immaterial to the current financial statements.

Patent & Trademarks
During   the   year   ending   December   31,   1999,   the   Company   paid
$17,149  in  patent  fees  and  expenses  and  $7,290  for  trademark   fees
and expenses, which are being amortized over seventeen years.

Long-Lived Assets
The   Company   periodically   reviews  the   values   assigned   to   long-
lived    assets,   such   as   property   and   equipment    and    acquired
customer   bases,   to   determine  whether  any   impairments   are   other
than   temporary.  Management  believes  that  the  long-lived   assets   in
the accompanying balance sheets are appropriately valued.

Revenue Recognition
Revenue   from   sales   is  recognized  in  the   period   in   which   the
products   are   shipped   and  invoiced  to   the   customer.   Sales   are
final   upon  the  shipment  of  the  goods  to  customers.  The   customers
are   generally   the   fifty   independent  distributors   throughout   the
world   and   an   additional  approximately  eighteen   hundred   wholesale
accounts, principally in the U.S.A.

                                Page 32


                       SKINTEK LABS, INC.
                         AND SUBSIDIARY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Advertising
Costs    associated   with   advertising   are   expensed   in   the    year
incurred.   Advertising   expenses,  which  are   comprised   primarily   of
print   media,  were  $118,513  and  $194,053  for  the  years   ending   on
December 31, 1999 and 1998, respectively.

Income Taxes
Since   inception,  the  Company  has  maintained  a  fiscal   year   ending
on   each   31st  day  of  December.  Provisions  for  income   taxes   have
not    been    presented   as   there   is   no   taxable    income    after
consideration   of   net  operating  losses,  and  there   are   no   timing
differences.

Earnings Per Common Share
The   Company   adopted   Statement   of   Financial   Accounting   Standard
No.   128  ("FAS  128"),  Earnings  Per  Share  for  the  period  of   these
financial   statements.  Basic  earning  per  common   share   is   computed
using   the   weighted   average  number  of  common   shares   outstanding.
Diluted   earnings  per  common  share  is  computed  using   the   weighted
average   number   of  shares  outstanding  adjusted  for  the   incremental
shares   attributed   to   the   potential   officer's   stock   option   of
500,000   shares  of  common  stock  as  of  August  31,  1999.  There   was
no   dilution   in  the  prior  periods.  The  shares  were  also   numbered
as   though   the   May   12,   1999  reverse  stock   split   occurred   on
January 1, 1997.

  Recent Accounting Pronouncements
In 1999, the Company was subject to the provisions of Statement
of Financial Accounting Standards No. 130 ("SFAS 130"),
"Reporting Comprehensive Income" and Statement of Financial
Accounting Standards No. 131 ("SFAS 131"), "Disclosures about
Segments of an Enterprise and Related Information." Neither
statement had any impact on the Company's financial statements as
the Company does not have any "comprehensive income" type
earnings (losses) and its financial statements reflect how the
"key operating decisions maker" views the business. The Company
will continue to review these statements over time, in particular
SFAS 131, to determine if any additional disclosures are
necessary based on evolving circumstances.

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

                                Page 33

                       SKINTEK LABS, INC.
                         AND SUBSIDIARY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Fair Value of Financial Instruments
The    carrying   amounts   of   financial   instruments   including   cash,
accounts    receivable,    accounts    payable    and    accrued    expenses
approximated   fair   value   because  of  the   immediate   or   short-term
maturity of these instruments.


NOTE 2 - DUE FROM STOCKHOLDERS

As    of    December    31,   1997,   the   Company   had    advanced    the
stockholders    $157,440.   These   advances   were    evidenced    by    an
unsecured   promissory   note  at  an  interest  rate   of   6%,   principal
and   accrued   interest   due  on  demand  or   on   December   31,   1998.
Interest  of  $7,835  was  accrued  as  of  December  31,  1997  and   added
to the balance, resulting in a due from stockholders of $165,275.

During   the   year  ended  December  31,  1998,  the  stockholders   repaid
$130,000   and   borrowed  an  additional  $25,492.   Interest   of   $2,317
was   accrued  as  of  December  31,  1998,  resulting  in  a   balance   of
$60,767   and   evidenced   by   an  unsecured   promissory   note   at   an
interest  rate  of  6%,  principal  and  accrued  interest  due  on   demand
or on December 31, 1999.

During   the  year  ending  December  31,  1999,  the  stockholders   repaid
$42,000   and   borrowed   an  additional  $83,264.   Interest   of   $5,280
was   accrued,   resulting  in  a  balance  of  $38,150  and  evidenced   by
an   unsecured  promissory  note  at  an  interest  rate  of  6%,  principal
and accrued interest due on demand or on December 31, 2000.


NOTE 3 - NOTES PAYABLE

On September 1, 1996, the Company purchased a forklift for
$12,954, financing $11,654 of the balance owed with a note
secured by the forklift at an interest rate of 12%. The monthly
installments are $338 through December 1, 1999. No payments have
ever been made; consequently, the note is in default, although no
demands for payment have ever been made.

During   1998  and  1999,  a  merger  consultant  advanced  the   Subsidiary
$657,000   and   paid  an  additional  $118,095  in  merger   expenses   for
the   Company.   As  of  December  31,  1999,  the  Company  had   converted
all   of  the  consultant's  advances  into  common  stock  and  had  issued
additional   common   stock   to   the   consultant   resulting   in   stock
subscriptions receivable of $374,287.

                                Page 34

                       SKINTEK LABS, INC.
                         AND SUBSIDIARY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 4 - STOCK TRANSACTIONS AND OPTIONS

Common Stock
The Company initially authorized 50,000 shares of $0.001 par
value common stock. On April 22, 1997 the Company re-incorporated
in Delaware through a merger with its wholly owned Delaware
subsidiary. The Company changed its authorized capital to
30,000,000 shares of $0.001 par value. As of December 31, 1998,
the Company had issued 4,318,000 shares of common stock. On March
31, 1999, 18,500,000 shares were issued to effect the merger with
Performance Brands, Inc. and 6,500,000 shares were issued to
settle $541,667 of debt. On May 12, 1999, the Company declared a
6 to 1 reverse stock split, leaving par at $.001, and changing
the number of shares authorized to 50,000,000. On July 6, 1999,
the Company issued an additional 1,034,933 shares of its common
stock for $.50 per share. As of December 31, 1999, the Company
had issued 5,921,271 shares of its common stock.

Preferred Stock
The Company has authorized 1,000,000 preferred shares $0.001 par
value, non-voting, the rights and preferences of which to be
determined by the Board of Directors at the time of issuance.
Currently, there are no preferred shares outstanding.

The Company has declared no dividends through June 30, 1999.

Stock Options
On March 30, 1999, the Company signed a convertible promissory
note agreement with the aforementioned merger consultant (See
Note 3.) in which all of the funds advanced to the Company and
its Subsidiary are convertible into shares of the Company's
common stock: 2 shares of stock for every $1 advanced. As of
December 31, 1999, 2,282,933 shares of common stock had been
issued for $775,095 of advances.

On March 30, 1999, the Company entered into an employment
agreement with the president and majority stockholder, in which
was included an incentive compensation stock option plan. This
plan allows the president to purchase up to 2,500,000 shares of
common stock by March 29, 2009 when certain annual revenue levels
are reached for the year ending December 31, 1999. The first
level of revenue was reached as of August 31, 1999, and 500,000
shares were included in the diluted shares for the earnings per
share calculation.

                                Page 35


                       SKINTEK LABS, INC.
                         AND SUBSIDIARY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 5 - PROVISION FOR (BENEFIT FROM) INCOME TAXES

The provision for (benefit from) income taxes consists of the
following for the years ended December 31:
<TABLE>
<S>                         <C>                 <C>

                              1999                  1998
Federal
Current Provision             $ -                     -
Current Benifit                 -                 (44,171)
Deferred                        -                     -
                              ----                --------
                                -                 (44,171)
                              ----                --------
State
Current Provision               -                     -
Current Benifit                 -                     -
Deferred                        -                     -
                              ----                 ------
Total                         $ -                 (44,171)
                              ====                 ======
</TABLE>

As of December 31, 1999, the Company's Federal and State NOL
carryovers are as follows:
<TABLE>
<S>                           <C>           <C>
                              Federal             State
NOL Carryover Expiring 2013   $ 268,332     $    447,428
NOL Carryover Expiring 2014     186,449          186,449
                              ---------          -------
                              $ 454,781     $    633,877
                              =========          =======

</TABLE>
                                Page 36

NOTE 6 - COMMITMENTS

The Company presently rents office and warehouse space under a
monthly lease. On August 25, 1999, the Company signed a new
thirty-six month office lease, commencing on February 1, 2000
with monthly payments starting at $1,858. The amounts due under
this lease are as follows for the years ending December 31:

     2000      $ 20,438
     2001        23,604
     2002        24,912
                 ------
               $ 68,954
                 ======
The Subsidiary also agreed to repay the new landlord for the
overage in the build-out of the new office, as evidenced by an
unsecured note of $14,606 with monthly payments, principal and
interest at an annual rate of 8.5%, of $429.95 beginning on
February 1, 2000 and ending April 1, 2003.

The Company is obligated for an automobile lease which is
properly treated as a non-cancelable operating lease. The term of
the lease is 36 months with monthly payments of $466. The amounts
due under this operating lease are as follows for the years
ending December 31:

     2000      $ 2,329
               -------
               $ 2,329
               =======

NOTE 7    LITIGATION

During the year ending December 31, 1999, a model for a
Subsidiary promotion sued the Subsidiary for compensation from
the product line advertised. Since the product line produced
approximately $3,000 in sales, the management of the Subsidiary
believes that there may be a nominal liability from this suit
since the model can only be entitled to a small percentage of the
profit, if anything.

During the year ending December 31, 1999, a model sued the
Subsidiary. The Subsidiary believes that it is an innocent third
party and has no liability.

As of the date of this report, the had been no resolution of
either lawsuit.





Exhibit 23

We hereby consent to the use of our report of independent
certified public accountants dated March 22, 2000 in the form 10
KSB for Skintek Labs, Inc. and Subsidiary for the year ended
December 31, 1999.


/s/ Grassano Accounting, P.A.


Boca Raton, Florida
March 30, 2000