|UNITED STATES                                                                              
|-------------------------------------------------------------------------------------------
|SECURITIES AND EXCHANGE
    COMMISSION                                                     
|Washington, DC 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, 2000                                            
|                                                                                           
|[  ] TRANSITION REPORT
    UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1994
|For the transition period
    from _______ to _______                                      
|                                                                                           
|COMMISSION FILE NUMBER: 0-027565                                                           
|                                                                                           
|SKINTEK LABS, INC.                                                                         
|(Name of Small Business
    Issuer in Its Charter)                                         
|                                                                                           

|Delaware                                                          | 65-0636227                              
|----------------------------------------------------------------- | ----------------------------------------
|(State or Other Jurisdiction
    of Incorporation or Organization | (IRS Employer Identification
    Number)

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |           
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------
|959 Shotgun
    Road, Sunrise, FL                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 33326     
|(Address of
    Principal Executive Offices)                                                                                                                                                                                                                                                                                                                                                                                                                                       | (Zip Code)
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|800-555-8895                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(Issuer's
    telephone number)                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Securities
    registered under Section 12 (b) of the 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 [X] No [  ]                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Check if there is no disclosure of delinquent filers in response to Item 405 of
    Regulation S-B 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. [X]                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Issuers
    revenues for its most recent fiscal year: $1,032,655                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|At March 20, 2001 there were 5,921,271 shares of the issuer's
    Common Stock issued and outstanding. Affiliates of the Issuer own 3,321,666  shares
    of the Issuers issued and outstanding common stock and the remaining 2,599,605
    shares are held by non-affiliates. The market value of the shares held by non-affiliates
    is $389,941 based upon the average bid and asked price of $.15 on March 20, 2001. (*)                                                  
|DOCUMENTS
    INCORPORATED BY REFERENCE:                                                                                                                                                                                                                                                                                                                                                                                                                                          
|There are no documents incorporated by reference in this
    Annual report on Form 10-KSB except for certain previously filed exhibits identified in
    Part III, Item 13. Reference is made to previously  filed Annual Reports and
    Quarterly Reports of the Registrant. (*) Affiliates for the purposes of this Annual Report
    refer to the officers, directors and/or persons or firms owning 5% or more of
    Issuers common stock, both of record and beneficially.





TABLE OF CONTENTS

|                                                                                                   |   
|-------------------------------------------------------------------------------------------------- | --
|PART I                                                                                             |   
|Item 1. Description of
    Business.                                                               | 3 
|Item 2. Description of
    Property.                                                               | 8 
|Item 3. Legal Proceedings.                                                                         | 8 
|Item 4. Submission of Matters
    to a Vote of Security Holders.                                   | 8 
|                                                                                                   |   
|PART II                                                                                            |   
|Item 5. Market for Common
    Equity and Related Stockholder Matters.                              | 9 
|Item 6. Management's
    Discussion and Analysis of Financial Conditions and Results of Operation. | 10
|Item 7. Financial Statements.                                                                      | 12
|Item 8. Changes In and
    Disagreements With Accountants on Accounting and Financial Disclosure.  | 22
|                                                                                                   |   
|PART III                                                                                           |   
|Item 9. Directors, Executive
    Officers, Promoters and Control Persons.                          | 22
|Item 10. Executive
    Compensation.                                                               | 23
|Item 11. Security Ownership of
    Certain Beneficial Owners and Management.                       | 24
|Item 12. Certain Relationships
    and Related Transactions.                                       | 24
|Item 13. Exhibits and Reports
    on Form 8-K.                                                     | 24





























PART I

ITEM 1. DESCRIPTION OF BUSINESS

Organization

Skintek Labs, Inc., a Colorado corporation, was
incorporated on December 13, 1994 under the name Biologistics, Inc. to engage in the
business of clinical consulting, contract packaging and labeling services for clinical
studies. Biologistics, Inc. never commenced business operations. On April 22, 1997, as a
result of a merger on March 19, 1997 of Biologistics, Inc. into its wholly-owned
subsidiary, a Delaware corporation, the successor entity also named Biologistics, Inc.
became a Delaware corporation.

Performance Brands, Inc. was incorporated on September 21,
1995, under the laws 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, Biologistics, Inc.
incorporated as a wholly-owned subsidiary, PBI Acquisition Corp. ("PBI") for the
purpose of entering a merger with Biologistics, Inc. and on the same date, Performance
Brands, Inc. merged with and into PBI. In connection with this merger agreement,
Biologistics, Inc. changed its name to Skintek Labs, Inc. (which is referred to
hereinafter, the "Company"). The Company is sometimes referred to herein as
"we", "us", "our" and other phrases as appropriate. 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

The Company's predecessor, 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.

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.

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 presence 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. Further, the Company to date has not
confirmed the availability of any debt or equity financing or the terms of any such
financing, if available.

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(TM), 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 Revolutionary
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
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 1938. 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 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 5,400 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
6,000 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.

ITEM 3. LEGAL PROCEEDINGS

The Company is not a party to any litigation that is
material. During the year ending December 31, 1998, the Company contracted
for $104,245 an advertising company. The Company believes that the advertising company did
not fulfill its obligations as contracted, and the Company therefore refused to pay the
amount. In January 2001, the United States District court, Southern District of New York
dismissed the suit, and the debt was settled for $25,000, resulting in legal settlement
income of $79,245. During the year ending December 31, 1999, a model for a Company
promotion sued the company for compensation from the product line advertised. In January
2001, this matter was settled for $15,000.

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

None.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

(A) MARKET INFORMATION

The Company's common stock is traded over-the-counter in
what is referred to as the OTC:Bulletin Board. As of March 20, 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.

|                                                                                                                                         | **High** | **Low**
|---------------------------------------------------------------------------------------------------------------------------------------- | -------- | -------
|**CALENDAR 1998**                                                                                                                        |          |        
|First Quarter Ended
    March 31,                                                                                                        | $4.13    | $2.75  
|Second Quarter Ended
    June 30,                                                                                                        | $3.75    | $2.00  
|Third Quarter Ended
    September 30,                                                                                                    | $3.38    | $2.63  
|Year Ended December 31,                                                                                                                  | $1.50    | $0.31  
|                                                                                                                                         |          |        
|**CALENDAR 1999**                                                                                                                        |          |        
|First Quarter Ended
    March 31,                                                                                                        | $4.25    | $0.19  
|Second Quarter Ended
    June 30, (*)                                                                                                    | $4.25    | $0.19  
|Third Quarter Ended
    September 30,                                                                                                    | $2.38    | $1.12  
|Year Ended December 31,                                                                                                                  | $1.44    | $0.19  
|****                                                                                                                                     |          |        
|**CALENDAR 2000**                                                                                                                        |          |        
|First Quarter Ended
    March 31,                                                                                                        | $2.13    | $0.88  
|Second Quarter Ended
    June 30,                                                                                                        | $2.37    | $1.37  
|Third Quarter Ended
    September 30,                                                                                                    | $3.75    | $1.73  
|Year Ended December 31,                                                                                                                  | $2.56    | $0.62  
|                                                                                                                                         |          |        
|**CALENDAR 2001**                                                                                                                        |          |        
|Period Ending March 20                                                                                                                   | $0.62    | $0.14  
|(*) On July
    May 12, 1999, we had a 1 for 6 reverse stock split and the price of the shares reflects
    this share recapitalization.

(B) HOLDERS

As of March 28, 2001 there were 228 holders of the Company's common stock.

(C) DIVIDENDS

We have never paid any of dividends on our
Common Stock, have no funds from which to pay dividends and do not intend to pay dividends
for the foreseeable future. We intend to retain earnings, if any, to finance the
development and expansion of our business. Payment of dividends in the future will depend,
among other things, upon our ability to generate earnings, its need for capital and its
overall financial condition.

RECENT SALES OF UNREGISTERED SECURITIES

The following information is given with
regard to unregistered securities sold by the Company during the past three years,
including the dates and amounts of securities sold; the persons or class of persons to
whom we sold the securities; the consideration received in connection with such sales and
if the securities were issued or sold other than for cash, the description
of the transaction and the type and amount of consideration received. The number of
restricted shares sold reflects a 1 for 6 reverse split On May 12, 1999.

|Date                                                                                                                                                                                                                                                                                                                                                                                                      | Title        | Amount of Securities
    Sold | Persons              | Cash or Non Cash
    Consideration                                                                                                                                                                                       
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------ | ----------------------------- | -------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|11/10/98                                                                                                                                                                                                                                                                                                                                                                                                  | Common Stock | 164,667 Shares                | Private Investors(1) | $82,333 in Cash at $2.00 per share.                                                                                                                                                                                      
|11/11/98                                                                                                                                                                                                                                                                                                                                                                                                  | Common Stock | 208,333 Shares                | Consultant(2)        | Services valued at $104,166.                                                                                                                                                                                             
|03/31/99                                                                                                                                                                                                                                                                                                                                                                                                  | Common Stock | 1,833,333 Shares              | Private Investors(3) | $541,666 in Cash at $3.38 per share.                                                                                                                                                                                     
|07/06/99                                                                                                                                                                                                                                                                                                                                                                                                  | Common Stock | 1,034,933 Shares              | Private Investors(4) | $517,466.50 in
    promissory note. $242,095 of this amount is due in cash payable to the Company. The
    balance of $275,371.50 shall be satisfied by the return to the Company, at $.50 per share
    (550,743 shares)
|08/31/99                                                                                                                                                                                                                                                                                                                                                                                                  | Common Stock | 500,000 Shares                | Stacy Kaufman(4)     | Pursuant to an Incentive Stock Option Plan.                                                                                                                                                                              
|05/31/00                                                                                                                                                                                                                                                                                                                                                                                                  | Common Stock | 500,000 Shares                | Stacy Kaufman(4)     | Pursuant to an Incentive Stock Option Plan                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                          |              |                               |                     
|(1)
    The issuance and sale of the restricted shares to the private investors were based upon
    Section 4 (2) under the Act. The calculation of the sale price of restricted shares was
    arbitrary and was not based upon any active trading market in the Companys Common
    Stock. There was no liquidity applicable to the Companys Common and no independent
    basis to price the shares.
|(2)
    The issuance and sale of the restricted shares to the private investors were based upon
    Section 4 (2) under the Act.                                                                                                                                                                                                                                                                         
|(3)
    The issuance and sale of the restricted shares to the private investors were based upon
    Section 4 (2) under the Act. The calculation of the sale price of restricted shares was
    arbitrary and was not based upon any active trading market in the Companys Common
    Stock. There was no liquidity applicable to the Companys Common and no independent
    basis to price the shares.
|(4) The 1,000,000 shares which are subject to issuance to Mr. Kaufman underlie an
    option granted in connection with his 1999 employment agreement. To date, Mr. Kaufman has
    not exercised the option and such underlying shares have not been issued. Any 
    issuance and sale of the restricted shares to Mr. Kaufman under the option would be based
    upon Section 4 (2) under the Act.   

ITEM 6. MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITIONS AND RESULTS OF OPERATION

Results of Operations

During the Company's fiscal years ended December 31, 2000
and 1999, respectively, the Company generated sales of $1,032,655 and $1,014,997,
respectively. The reason for the stagnation in sales from fiscal 1999 to 2000 was
principally due to efforts of the management to control operating expenses. This resulted
in declining expenditures for advertising which decrease from $118,513 in 1999 to 33,920
in 2000. The Company believes this may have had a negative impact on our sales during the
year 2000.

Reference is made to Note 10-Going Concern, to the Notes to
Consolidated Financial Statements. As shown in the accompanying financial statements, the
Company incurred a net loss from operations of $100,862 during the year ended December 31,
2000 after a net loss of $227,239 during the year ended December 31, 1999. Currently, the
accounts payable exceed the accounts receivable by $76,890, and the sales were basically
flat from 1999 to 2000. Those factors as well as the uncertain conditions of future
capital contributions to the Company create an uncertainty about its ability to continue
as a going concern. The Company is actively seeking funding. The financial statements do
not include any adjustments that might be necessary if the Company is unable to continue
as a going concern.

We commenced 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 25% of our sales in 2000
compared to 15% of our sales in 1999. 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 20% of our sales in 2000 or approximately the same level as in
1999. The Company also experienced additional sales in 2000 from its ProTan(R) and
SlimTan(R) products.

Notwithstanding the Company's stagnating sales during the
year 2000 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 2001 because it is in the process to continue to introduce new products
and expand existing product lines. The Company experienced delays in the introduction of
these new products because of negative cash flow from operations and decreasing cash flow
from financing activities, which decreased from $450,265 during 1999 to $68,219 during
2000.

The Company incurred a net loss of $34,047 ($0.01 per
Share) during 2000 compared to a net loss of $185,822 ($0.04 per Share) during 1999. The
Company's net loss for the year ended December 31, 2000 decreased by 82% from the prior
year principally as a result of declining operating expenses.

The Company's selling, general and administrative expenses
were $544,674 in 2000 compared to $657,528 in 1999. Our selling expense declined from
$254,960 in 1999 to and $146,365 in 1998 and our administrative expense declined from
$266,891 in 1999 to $246,428 in 2000.

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 may consider to increase the number of
personnel during 2001 if it can increase its sales. However, there can be no assurance as
to the timing or amount of sales growth during 2001 or any subsequent period.

The Company's general expense increased from $135,677 in
1999 to $151,881 in 2000. 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, 2000 had current assets of
$300,157, compared to current assets of $355,276 at December 31, 1999. The decrease in
current assets is the result of decreased accounts receivable, from $47,679 in 1999 to
$24,861 in 2000, decreased inventory from $192,539 in 1999 to $169,256, decreased amount
due from stockholder from $107,311 in 1999 to $87,430 in 2000. The Company's accounts
receivable are all current and collectible, with no return privileges, and the inventory
is all ready for sale. The Company's sales policies do not provide any customers with any
return privileges and sales are not contingent. The Company's total assets decreased from
$411,533 in 1999 to $373,290 at December 31, 2000.

The Company's stock subscriptions receivable are fully
collectible, and the Company reasonably expects to collect this amount during the fiscal
year 2001 as well as the amount due from stockholders. During the year ended December 31,
2000, a merger consultant reduced his stock subscription receivable by $72,293.

The Company's current liabilities declined from $241,202 at
December 31, 1999 to $158,231 at December 31, 2000 because the Company reduced its
accounts payable by 123,103. The Company settled two suits and made a provision for
settlement payments in the amount of $40,000. See Note 3 to the Notes to Consolidated
Financial Statements).

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 is broadening its product
line, it should be able 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.

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

Set forth below are the audited financial statements for the Company
for the year ended December 31, 2000 and 1999.

|INDEX TO CONSOLIDATED FINANCIAL STATEMENTS                                               |   
|---------------------------------------------------------------------------------------- | --
|                                                                                         |   
|REPORTS
    OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS                                  | 13
|CONSOLIDATED
    FINANCIAL STATEMENTS                                                    |   
|CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2000
    AND DECEMBER 31, 1999                  | 13
|CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE
    YEARS ENDED DECEMBER 31, 2000 AND 1999 | 14
|CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY YEARS ENDED DECEMBER 31, 2000 AND 1999    | 15
|CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS
    ENDED DECEMBER 31, 2000 AND 1999         | 16
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                               | 17

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, 2000 and
December 31, 1999, 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, 2000 and 1999, and the results of
its operations and its cash flows for the years then ended, in conformity with generally
accepted accounting principles.

The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. As discussed in Note 10 to the financial statements, the Company has
suffered significant losses from operations during the last two years that raises
substantial doubt about its ability to continue as a going concern.

|/s/ GRASSANO ACCOUNTING, P. A.
|------------------------------
|Boca Raton, Florida           
|February 28, 2001             





|SKINTEK LABS, INC. AND
    SUBSIDIARY                                                                                            
|---------------------------------------------------------------------------------------------------------------------------------
|CONSOLIDATED BALANCE
    SHEETS DECEMBER 31, 2000 AND 1999                                                                       
|                                                                                                                                 
|ASSETS                                                                                                                           
|CURRENT ASSETS                                                                                                                   
|Cash                                                                                                                             
|Accounts receivable                                                                                                              
|Inventory                                                                                                                        
|Due from Stockholders                                                                                                            
|TOTAL CURRENT
    ASSETS                                                                                                         
|                                                                                                                                 
|Machinery and Equipment                                                                                                          
|Furniture and Fixtures                                                                                                           
|Office Equipment                                                                                                                 
|Website                                                                                                                          
|Leasehold Improvements                                                                                                           
|                                                                                                                                 
|Less Accumulated Depreciation                                                                                                    
|NET PROPERTY AND
    EQUIPMENT                                                                                                   
|                                                                                                                                 
|OTHER ASSETS                                                                                                                     
|Security Deposits                                                                                                                
|Patent and Trademarks (Less:
    Accumulated Amortization of                                                                     
|$1,895 in 2000 and $385
    in 1999)                                                                                             
|TOTAL OTHER ASSETS                                                                                                               
|                                                                                                                                 
|TOTAL
    ASSETS                                                                                                                 
|                                                                                                                                 
|LIABILITIES AND
    STOCKHOLDERS' EQUITY                                                                                         
|                                                                                                                                 
|CURRENT LIABILITIES                                                                                                              
|Accounts payable                                                                                                                 
|Payroll Taxes Payable                                                                                                            
|Settlements Payable                                                                                                              
|Current Portion of Long-Term
    Debt                                                                                            
|Note Payable                                                                                                                     
|TOTAL CURRENT
    LIABILITIES                                                                                                    
|                                                                                                                                 
|LONG TERM LIABILITIES                                                                                                            
|Long-Term Liabilities                                                                                                            
|TOTAL
    LIABILITIES                                                                                                            
|STOCKHOLDERS' EQUITY                                                                                                             
|Preferred Stock, $.001 Par
    Value, Non-Voting, 1,000,000 Shares                                                               
|Authorized; None Issued and
    Outstanding                                                                                      
|Common Stock, $.001 Par Value;
    50,000,000 Shares                                                                             
|Authorized; 5,921,271
    Shares Issued and Outstanding                                                                          
|Additional paid-in capital                                                                                                       
|Less: Stock Subscriptions
    Receivable                                                                                         
|Retained earnings (accumulated
    deficit)                                                                                      
|TOTAL
    STOCKHOLDERS' EQUITY                                                                                                   
|TOTAL
    STOCKHOLDERS' EQUITY AND LIABILITIES                                                                                   
|The
    accompanying Notes to Consolidated Financial Statements are integral part of these
    Consolidated Financial Statements.



|SKINTEK LABS, INC. AND SUBSIDIARY                                                                                            
|-----------------------------------------------------------------------------------------------------------------------------
|CONSOLIDATED STATEMENTS OF OPERATIONS                                                                                        
|FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999                                                                               
|                                                                                                                             
|                                                                                                                             
|                                                                                                                             
|SALES                                                                                                                        
|COST OF
    GOODS SOLD                                                                                                       
|                                                                                                                             
|GROSS PROFIT                                                                                                                 
|                                                                                                                             
|OPERATING
    EXPENSES                                                                                                       
|Selling                                                                                                                      
|General                                                                                                                      
|Administrative                                                                                                               
|TOTAL OPERATING EXPENSES                                                                                                     
|                                                                                                                             
|INCOME (LOSS) FROM OPERATIONS                                                                                                
|                                                                                                                             
|OTHER
    INCOME AND EXPENSES                                                                                                
|Legal Settlements                                                                                                            
|Miscellaneous Income                                                                                                         
|Interest Income                                                                                                              
|Interest Expense                                                                                                             
|TOTAL OTHER INCOME (EXPENSE)                                                                                                 
|                                                                                                                             
|NET INCOME (LOSS) BEFORE PROVISION FOR                                                                                       
|(BENEFIT FROM) INCOME TAXES                                                                                                  
|                                                                                                                             
|Provision
    for (Benefit from) Income Taxes                                                                                
|                                                                                                                             
|NET INCOME (LOSS)                                                                                                            
|NET
    INCOME (LOSS) COMMON STOCK:                                                                                          
|Basic                                                                                                                        
|Diluted                                                                                                                      
|                                                                                                                             
|SHARES
    USED IN COMPUTING NET INCOME (LOSS) PER COMMON SHARE                                                              
|Basic                                                                                                                        
|Diluted                                                                                                                      
|The accompanying Notes to Consolidated Financial
    Statements are integral part of these Consolidated Financial Statements.



|SKINTEK LABS, INC. AND SUBSIDIARY                                                                                                
|---------------------------------------------------------------------------------------------------------------------------------
|CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)                                                                    
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|Balance, January 1, 1998                                                                                                         
|March 31, 1999 converted
    $541,667 of merger consultant's note into                                                           
|1,083,338 shares of common
    stock                                                                                             
|Additional Merger Costs                                                                                                          
|July 6, 1999 issued 1,034,933
    shares of common stock to merger consultant for $96,252 of consultant's                        
|note and $392,287 cash due                                                                                                       
|Advances from merger consultant                                                                                                  
|Net loss                                                                                                                         
|Balance, December 31, 1999                                                                                                       
|Advances from merger consultant                                                                                                  
|Net Loss                                                                                                                         
|Balance, December 31, 2000                                                                                                       
|The
    accompanying Notes to Consolidated Financial Statements are integral part of these
    Consolidated Financial Statements.



|SKINTEK LABS, INC. AND SUBSIDIARY                                                                                                                                                                                                       
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2000 AND 1999                                                                                                                                                            
|                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                        
|CASH
    FLOWS FROM OPERATING ACTIVITIES:                                                                                                                                                                                               
|Net Income (Loss)                                                                                                                                                                                                                       
|Adjustments to Reconcile Net Income (Loss)                                                                                                                                                                                              
|to Net Cash Used in Operating Activities:                                                                                                                                                                                               
|Depreciation and Amortization                                                                                                                                                                                                           
|Decrease (Increase) in Accounts Receivable                                                                                                                                                                                              
|Decrease (Increase) in Inventory                                                                                                                                                                                                        
|Decrease (Increase) in Income Taxes Receivable                                                                                                                                                                                          
|Decrease (Increase) in Security Deposits                                                                                                                                                                                                
|Increase (Decrease) in Accounts payable                                                                                                                                                                                                 
|Increase (Decrease) in Payroll Taxes Payable                                                                                                                                                                                            
|Decrease in Income Taxes Payable                                                                                                                                                                                                        
|Increase in Settlements Payable                                                                                                                                                                                                         
|NET CASH (USED) PROVIDED IN OPERATING ACTIVITIES                                                                                                                                                                                        
|CASH FLOW
    FROM INVESTING ACTIVITIES:                                                                                                                                                                                                
|Loan Repayment from (Advances to) Stockholders (Net)                                                                                                                                                                                    
|Purchases of Property and Equipment                                                                                                                                                                                                     
|Purchase of Intangible Assets                                                                                                                                                                                                           
|NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES:                                                                                                                                                                                    
|CASH
    FLOWS FROM FINANCING ACTIVITIES:                                                                                                                                                                                               
|Proceeds from Note Payable                                                                                                                                                                                                              
|Principal payments on Long-Term Debt                                                                                                                                                                                                    
|NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES                                                                                                                                                                                     
|NET
    INCREASE (DECREASE) IN CASH                                                                                                                                                                                                     
|CASH,
    BEGINNING OF PERIOD                                                                                                                                                                                                           
|CASH, END
    OF PERIOD                                                                                                                                                                                                                 
|SUPPLEMENTAL
    DISCLOSURE OF CASH FLOW INFORMATION:                                                                                                                                                                                   
|Cash paid during the period for:                                                                                                                                                                                                        
|Interest                                                                                                                                                                                                                                
|Income Taxes                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                        
|SUPPLEMENTARY DISCLOSURE OF NON-CASH OPERATING ACTIVITIES:                                                                                                                                                                              
|On March 31, 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 subscription of $421,215.
|On February 1, 2000, the Subsidiary financed the excess build-out of $14,606 on
    the new leased office and warehouse space with an unsecured promissory note with the
    landlord.  See Note 5.)                                    
|The accompanying Notes to Consolidated Financial
    Statements are integral part of these Consolidated Financial Statements.                                                                                                           



|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, 1998. The May 12, 1999
reverse stock split (Note 4) was also presented as though it occurred on January 1, 1998.

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. During the
year ending December 31, 2000, the Company paid $605 in patent fees and expenses and
$1,668 for trademark fees and expenses. Patents and trademarks 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.

Advertising

Costs associated with advertising are expensed in the year
incurred. Advertising expenses, which are comprised primarily of print media, were $33,920
and $118,513 for the years ending on December 31, 2000 and 1999, 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 and 500,000 shares as of May 31, 2000. The shares were also
numbered as though the May 12, 1999 reverse stock split occurred on January 1, 1998.

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.

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, 1998, the stockholders owed the company
$60,767. 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
$107,311 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.

During the year ended December 31, 2000, the stockholders
repaid $50,000 and borrowed an additional $24,609. Interest of $5,510 was accrued,
resulting in a balance of $87,430 and evidenced by an unsecured promissory note at an
interest rate of 6% principal and accrued interest due on demand or on December 31,
2001.

NOTE 3  SETTLEMENTS PAYABLE

During the year ending December 31, 1998, the Company
contracted for $104,245 of advertising from a company. The advertising was not effective
as contracted, and the Company refused to pay the amount. In January 2001, the United
States District court, Southern District of New York dismissed the suit, and the debt was
settled for $25,000, resulting in legal settlement income of $79,245.

During the year ending December 31, 1999, a model for a
Company promotion sued the company for compensation from the product line advertised. In
January 2001, this matter was settled for $15,000.

Both balances due, totaling $40,000, are being paid in
installments in 2001. The net legal settlement income is $64,245.

NOTE 4  NOTES PAYABLE

On September 1, 1996, the Subsidiary 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. During the year ending December 31, 2000, the
merger consultant paid $72,293, reducing the stock subscriptions receivable to $301,994.

NOTE 5  LONG TERM DEBT

On August 25, 1999, the Subsidiary entered into a new lease
agreement for office and warehouse space from February 1, 2000 through April 30, 2003. As
part of the agreement, the Subsidiary agreed to repay the landlord $14,606 for leasehold
improvements which exceeded the landlords obligation. The Subsidiary financed this
repayment with an unsecured promissory note with thirty-nine payments of principal and
interest at a rate of 8.5% per annum. The following shows the principal due for the years
ending December 31:

|2001 | $ 4,050
|---- | -------
|2002 | 4,792  
|2003 | 1,690  
|     | $10,532

NOTE 6  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, 2000, 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. The second level of revenue was reached as of May 31, 2000, and an
additional 500,000 shares were included in the diluted shares for the earnings per share
calculation.

NOTE 7  PROVISION FOR (BENEFIT FROM) INCOME TAXES

As a result of the net losses for the years ended December
31, 2000 and 1999, provisions for income taxes are not required. As of December 31, 2000,
the Companys Federal and State NOL carryovers are as follows:

|Federal                     | State    |  |         
|--------------------------- | -------- |  | --------
|NOL Carryover Expiring 2013 | $268,332 |  | $447,428
|NOL Carryover Expiring 2014 | 186,449  |  | 186,449 
|NOL Carryover Expiring 2020 | 29,883   |  | 29,883  
|                            | $484,664 |  | $663,760

NOTE 8  COMMITMENTS

The Subsidiary is obligated for an automobile lease which
is properly treated as non-cancelable operating lease. The term of the lease is 36 months
with monthly payments of $511. The amounts due under this operating lease are as follows
for the years ending December 31:

|2001 | $6,132 
|---- | -------
|2002 | 6,132  
|2003 | 2,044  
|     | $14,308

The Subsidiary leased new office and warehouse space
beginning on February 1, 2000. The amounts due under this lease are as follows for
the years ending December 31:

|2001 | $ 22,817
|---- | --------
|2002 | 24,095  
|2003 | 8,804   
|     | $ 55,716

NOTE 9  SUBSEQUENT EVENT

On or about February 21, 2001, the Company rescinded its
acquisition of Ultimate Warlock, Inc., ab initio, which was reported on the Form 8-K filed
September 22, 2000. The Company has not reflected any effect from this transaction in its
current financial statements, as no costs were incurred, and no information is relevant to
the past or future operating results of the Company.

NOTE 10  GOING CONCERN

As
shown in the accompanying financial statements, the Company incurred a net loss from
operations of $100,862 during the year ended December 31, 2000 after a net loss of
$227,239 during the year ended December 31, 1999. Currently, the accounts payable exceed
the accounts receivable by $76,890, and the sales were basically flat from 1999 to 2000. Those factors as well as the uncertain conditions
of future capital contributions to the Company create an uncertainty about its ability to
continue as a going concern. The Company is actively seeking funding. The financial
statements do not include any adjustments that might be necessary if the Company is unable
to continue as a going concern.

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

None.

PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

At present we have one executive officer and director. We
contemplate that we will elect one or more additional directors and appoint additional
officers in connection with a Business Combination transaction. Our director(s) are
elected to serve until the next annual meeting of shareholders and until his (their)
respective successors will have been elected and will have qualified.

The following table sets forth as the name, age and position held with respect to our
sole director and executive officer:

|Name          | Age | Positions                                          
|------------- | --- | ---------------------------------------------------
|Stacy Kaufman | 36  | President, Chief Executive
    Officer and Director

Officers serve at the discretion of the Board of Directors.
The Company effective March 30, 1999 entered into a five year employment agreement with
Stacy Kaufman. See Item 10. Executive Compensation below. The disclosure hereunder relates
to the management of the Company and does not reflect the transaction with Ultimate
Warlock, Inc. in September 2000 which was rescinded effective February 21, 2001, as if the
transaction did not occur.

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 Item
10, Executive Compensation below.

Compliance with Section 16(a) of the Exchange Act. The
Company became subject to the requirements of the Securities Exchange Act of 1934 in 1999
and its sole officer and director has informed the Company that he will file reports
required by the Exchange Act following the filing of this Annual Report on Form 10-KSB for
the year ended December 31, 2000.

Section 16(a) Beneficial Ownership Reporting Compliance:

Name of Officer/Director Forms Not Filed

|Name of Officer/Director | Forms Not Filed
|------------------------ | ---------------
|Stacy Kaufman            | Form 3, 4 and 5

ITEM 10. EXECUTIVE COMPENSATION

|                                                                                                                                                                                                  |      |                         |            |                               | Long
    Term Compensation    |                                      
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---- | ----------------------- | ---------- | ----------------------------- | ----------------------------- | -------------------------------------
|                                                                                                                                                                                                  |      | Annual
    Compensation | Awards     | Payouts                       |                              
|(a)                                                                                                                                                                                               | (b)  | (c)                     | (d)        | (e)                           | (f)                           | (g)                                  
|Name
    and Principal Position                                                                                                                                                                   | Year | Salary                  | Bonus      | Other
    Annual Compensation | Restricted
    Stock Award(1) | Securities
    Underlying Options/SAR
|                                                                                                                                                                                                  |      | ($)                     | ($)        | ($)                           | ($)                           | (#)                                  
|Stacy
    Kaufman, President and Chairman                                                                                                                                                         | 2000 | 112,115                 | 500,000(1) | 0                             | 0                             | 0                                    
|Stacy Kaufman,
    President and Chairman                                                                                                                                                         | 1999 | 101,923                 | 500,000(1) | 0                             | 0                             | 0                                    
|Stacy Kaufman,
    President and Chairman                                                                                                                                                         | 1998 | 65,942                  | 0          | 80,000                        | 0                             | 0                                    
|Cathy Kaufman
    Secretary, Treasurer                                                                                                                                                            | 2000 | 16,000                  | 0          | 0                             | 0                             | 0                                    
|Cathy Kaufman
    Secretary, Treasurer                                                                                                                                                            | 1999 | 6,350                   | 0          | 0                             | 0                             | 0                                    
|Cathy Kaufman
    Secretary, Treasurer                                                                                                                                                            | 1998 | 0                       | 0          | 0                             | 0                             | 0                                    
|(1) Based under
    the grant of options under the Company's 1999 Incentive Compensation Stock Option Plan,
    none of which have been exercised. The options are exercisable at $.50 per share.

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 and resigned on February 21, 2001.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information
regarding the beneficial ownership of the Common Stock of SKNT as of February 25, 2001,
  beneficially by each person owning more than 5% of such common shares and the
directors and executive officers, and by all officers and directors, as a group.

|Title
    of Class                                                                                                                                                                                                                                                                                                | Name
    and Address of Beneficial Owner                   | Amount
    and Nature of Beneficial Ownership | Percent
    of Class Outstanding (1)
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------- | --------------------------------------------- | ------------------------------------
|Common                                                                                                                                                                                                                                                                                                            | Stacy Kaufman 1750 NW
    65th Avenue Plantation, FL 33313 | 4,321,666
    (2)                             | 62.4%                               
|Common                                                                                                                                                                                                                                                                                                            | Cathy Kaufman 1750 NW
    65th Avenue Plantation, FL 33313 | 3,033,333
    (3)                             | 43.8%                               
|Common                                                                                                                                                                                                                                                                                                            | All Officers and
    Directors as a Group (one person)     | 3,033,333
    (2)                             | 62.4%                               
|                                                                                                                                                                                                                                                                                                                  |                                                            |                                               |                                     
|(1) Based upon 6,921,271 shares at February 25, 2000, which includes 1,000,000
    shares underlying options exercisable within 60 days in connection with Mr. Kaufman's
    employment agreement. At February 25, 2001 and the date of this Report, a total of
    5,921,271 shares were issued and outstanding.
|(2)
    Includes 3,033,333 shares jointly owned of record and beneficially by Stacy Kaufman and
    his wife, Cathy Kaufman, as JTWROS, and 288,333 shares solely owned of record and
    beneficially by Stacy Kaufman, with respect to which Cathy Kaufman disclaims any
    beneficial interest.              
|(3)
    A total of 3,033,333 shares are owned of record and beneficially by Stacy Kaufman and
    Cathy Kaufman, as JTWROS.                                                                                                                                                                                      

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  options to
purchase a total of 500,000 shares at $.50 per share, based upon the Company having
achieved cumulative sales revenues of $1,540,000.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During fiscal 2000 and 1999, 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.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(A) EXHIBITS

|EXHIBIT NO. | 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)                                               
|10.1        | 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 to include auditors report in Form 10-KSB                                                                                                                             
|99.1        | Save Harbor Compliance Statement for Forward-Looking Statements                                                                                                                

DESCRIPTION OF EXHIBITS

EXHIBIT 23

Consent of Accountants

|SKINTEK LABS, INC.
|------------------
|959 Shotgun Road  
|Sunrise, FL 33326 
|February 28, 2001 

Re: Consent to include audit report in Form 10-KSB

Gentlemen:

We consent to the inclusion of our Independent Auditor's
Report dated February 28, 2001, covering the financial statements for the years ended
December 31, 2000 and December 31, 1999 contained in Form 10-KSB for Skintek Labs, Inc.

Yours truly,

|GRASSANO ACCOUNTING, P.A.     
|------------------------------
|/s/  Grassano Accounting, P.A.



EXHIBIT 99.1

PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 SAFE
HARBOR COMPLIANCE STATEMENT FOR FORWARD-LOOKING STATEMENTS

In passing the Private Securities Litigation Reform Act of
1995 (the "Reform Act"), 15 U.S.C.A. Sections 77z-2 and 78u-5 (Supp. 1996),
Congress encouraged public companies to make "forward-looking statements" by
creating a safe harbor to protect companies from securities law liability in connection
with forward-looking statements. Skintek Labs, Inc. ("the Company") intends to
qualify both its written and oral forward-looking statements for protection under the
Reform Act and any other similar safe harbor provisions.

"Forward-looking statements" are defined by the
Reform Act. Generally, forward-looking statements include expressed expectations of future
events and the assumptions on which the expressed expectations are based. All forward-
looking statements are inherently uncertain as they are based on various expectations and
assumptions concerning future events and they are subject to numerous known and unknown
risks and uncertainties which could cause actual events or results to differ materially
from those projected. Due to those uncertainties and risks, the investment community is
urged not to place undue reliance on written or oral forward-looking statements of the
Company. The Company undertakes no obligation to update or revise this Safe Harbor
Compliance Statement for Forward-Looking Statements (the "Safe Harbor
Statement") to reflect future developments.

The Company provides the following risk factor disclosure
in connection with its continuing effort to qualify its written and oral forward-looking
statements for the safe harbor protection of the Reform Act and any other similar safe
harbor provisions. Important factors currently known to management that could cause actual
results to differ materially from those in forward-looking statements include the
following:

FORWARD LOOKING STATEMENTS

THIS FORM 10-KSB AND OTHER STATEMENTS ISSUED OR MADE FROM
TIME TO TIME BY SKINTEK LABS, INC. OR ITS REPRESENTATIVES CONTAIN STATEMENTS WHICH MAY
CONSTITUTE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT") AND THE SECURITIES EXCHANGE ACT OF 1934 (THE
"EXCHANGE ACT") BY THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. 15
U.S.C.A. SECTIONS 77Z-2 AND 78U-5 (SUPP. 1996). THOSE STATEMENTS INCLUDE STATEMENTS
REGARDING THE INTENT, BELIEF OR CURRENT EXPECTATIONS OF THE COMPANY AND MEMBERS OF ITS
MANAGEMENT TEAM AS WELL AS THE ASSUMPTIONS ON WHICH SUCH STATEMENTS ARE BASED. PROSPECTIVE
INVESTORS ARE CAUTIONED THAT ANY SUCH FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF
FUTURE PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, AND THAT ACTUAL RESULTS MAY DIFFER
MATERIALLY FROM THOSE CONTEMPLATED BY SUCH FORWARD-LOOKING STATEMENTS. IMPORTANT FACTORS
CURRENTLY KNOWN TO MANAGEMENT THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM
THOSE IN FORWARD-LOOKING STATEMENTS ARE SET FORTH IN THE SAFE HARBOR COMPLIANCE STATEMENT
FOR FORWARD-LOOKING STATEMENTS INCLUDED AS EXHIBIT 99.1 TO THIS FORM 10-KSB, AND ARE
HEREBY INCORPORATED HEREIN BY REFERENCE.

(B) REPORTS ON FORM 8-K

The Company filed a Form 8-K on March 7, 2001 disclosing
that the contemplated changes in control of the Company in connection with the transaction
with Ultimate Warlock, Inc., was rescinded effective February 21, 2001, ab initio, as if
the transaction did not occur. See Note 9 to the Notes to Consolidated Financial
Statements.  The transaction which was to take the form of a share exchange, was as
reported in our Form 8-K dated September 22, 2000. We also filed a Form 8-K/A on November
15, 2000 in connection with the proposed transaction with Ultimate Warlock, Inc. Pursuant
to the rescission, the interim management appointed by Ultimate Warlock resigned and the
board of directors of the Company was reconstituted.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

|Skintek Labs, Inc.                               
|-------------------------------------------------
|                                                 
|Stacy Kaufman, President, Chief Executive Officer
|By: /s/ Stacy Kaufman                            
|Plantation, FL                                   
|Dated: March 27, 2001                            

---