`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, 2002

        [ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
              EXCHANGE ACT OF 1994

               For the transition period from _______ to _______


                        Commission File Number: 0-27565

                             Hunno Technologies Inc
                 (Name of Small Business Issuer in Its Charter)

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

               2700 NE 29th Avenue, Suite 305, Hollywood, FL 33020
               (Address of Principal Executive Offices) (Zip Code)

                                      954-923-4438 
                          (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 December 31, 2001, its most recent fiscal year: none

At December 31, 2002, there were 12,024,102 shares of the issuer's common stock
issued and outstanding. Affiliates of the Issuer own 11.016,237 shares of the
Issuer's issued and outstanding common stock and the remaining 1,007,865 shares
are held by non-affiliates. The market value of the shares held by
non-affiliates is $755,899 based upon the closing bid price of $.75 on July 10,
2002. The number of shares is adjusted to reflect the 500 for 1 reverse stock
split on April 18, 2002. (*)

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 Issuer. (*) 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.


                                       1
 TABLE OF CONTENTS

PART I

Item 1.  Description of Business
Item 2.  Description of Property
Item 3.  Legal Proceedings
Item 4.  Submission of Matters to a Vote of Security Holders

PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder
         Matters
Item 6.  Management's Discussion and Analysis of Financial Conditions
         and Results of Operation
Item 7.  Financial Statements
Item 8.  Changes In and Disagreements With Accountants on Accounting
         and Financial Disclosure

PART III

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


                                       2
PART I

ITEM 1. DESCRIPTION OF BUSINESS

Recent Developments-Skintek Labs, Inc.


This Annual Report on Form 10-KSB is being filed with the SEC by Skintek Labs,
Inc., a Delaware corporation. Skintek Labs is also referred to as the "SKNT",
"we", "us" and "our", as the case may be. This Form 10-KSB also discloses an
action taken by written consent of the holders of a majority of our outstanding
voting stock relating to a Share Transfer Agreement involving the disposition by
SKNT of all shares of Performance Brands, Inc., our former wholly owned
subsidiary, to Stacy Kaufman, our former sole executive officer and director and
a principal shareholder. As a result of the Share Transfer Agreement, SKNT
became a company with no operations or assets. The only business activities that
will be conducted by SKNT will be to seek potential business combinations and
continuing to remain current under the reporting requirements of the Exchange
Act. We have filed with the SEC an amended Information Statement on Schedule 14C
under the Exchange Act that contains information regarding our change of
management and the disposition of all of our assets and liabilities.

The following is a summary of the material terms of the Share Transfer Agreement
and the related transactions.

        o   SKNT transferred all shares of Performance Brands, Inc., our former
            wholly-owned subsidiary, to Stacy Kaufman, our former president,
            director and control shareholder. See the discussion under
            "Background and Material Features of the PBI Share Transfer
            Agreement" below. We have disclosed our reasons for entering into
            the Share Exchange Agreement under "Reasons for the PBI Share
            Transfer Agreement" below. The principal reasons for our decision to
            dispose of PBI were the financial underperformance of PBI and our
            difficulties in funding PBI's continued operations. See the
            discussion under "Information About PBI-Skintek Lab's Former
            Business" and "Management's Discussion and Analysis" and the
            discussion under "Reasons for the PBI Share Transfer Agreement"
            below.

        o   The value of net assets transferred to Kaufman in connection with
            the Share Transfer Agreement was $217,131. The book value of PBI at
            the date of the 1999 merger was $357,789. The difference between the
            book value in 1999 and the book value of $217,131 at the date of
            divestiture was primarily attributable to the increase in
            accumulated deficit from net losses. This constituted all of our
            assets and liabilities. As a result of this Share Transfer Agreement
            we became a non-operating company with minimal no assets or
            liabilities and will seek to explore potential business combinations
            with entities which our sole officer and director, Marc Baker
            believes will have greater potential for growth and profitability.


                                       3



        o  In connection with the Share Transfer Agreement, Kaufman resigned as
           an officer and director of SKNT on March 16, 2001 and agreed to waive
           any rights that he has or may have had under his 1999 Employment
           Agreement, including rights to purchase 2,000 option shares at $250
           per share which had already vested and contingent rights under the
           option to purchase an additional 3,000 million shares at $250, in
           increments of 1,000 shares, based upon SKNT achieving cumulative
           revenues of  $2,548,000, $3,757,000 and $5,209,120, respectively.
           Options to purchase 1,000 shares vested when SKNT achieved cumulative
           revenues of $700,000 and an options for additional 1,000 shares
           vested when SKNT achieved cumulative revenues of $1,540,000. The
           option with respect to the remaining 3,000 shares had not vested as
           of the date of Kaufman's resignation. The options had no intrinsic
           value, because the exercise price was in excess of the closing bid
           price of the SKNT shares on the OTC:BB.

        o  Prior to Kaufman's resignation as our sole executive officer and
           director on March 16, 2001, Kaufman, as the sole director, elected
           Marc Baker as a director of SKNT. Mr. Baker had previously served as
           SKNT's merger consultant and had made net cash advances of $637,919
           to SKNT during the period from March to July, 1999 as merger
           consultant. The total net cash advances made by Baker while he was
           merger consultant, from March 1999 through March 2001 was $740,577.
           These total cash advances were converted into 4,236 restricted SKNT
           shares that were issued from March 1999 to July 1999. Reference is
           made to the disclosure in Item 11. "Security Ownership of Certain
           Beneficial Owners and Management" and Item 12. "Certain Relationships
           and Related Transactions". On March 16, 2001, contemporaneous with
           the resignation of Mr. Kaufman,  Mr. Baker was issued 12,000 shares,
           which provided him with voting control of SKNT, for no consideration.
           The closing bid price of the SKNT shares was $100 on March, 16, 2001,
           the date of the transaction, although no shares traded on that date
           and there has been no actual trading market in the SKNT shares for
           some time. This price per share has been adjusted for the 500 for 1
           reverse split which was effective April 18, 2002. However, we have
           expensed the sum of $1,200,000 as a non-cash expense in connection
           with this transaction, based upon the closing bid price of $100
           (adjusted for the 500 for 1 reverse stock split). Other than the
           total net cash advances made by Mr. Baker of  $740,577, no other cash
           has been advanced nor have payments been made on behalf of SKNT. All
           subscriptions payable or receivable with respect to Mr. Baker have
           been canceled, effective with his acquisition of control.  Reference
           is made to the disclosure below in Item 11. "Security Ownership of
           Certain Beneficial Owners and Management" and Item 12. "Certain
           Relationships and Related Transactions".


                                       4
Background-Skintek Labs

We were incorporated under the name Biologistics, Inc. under the laws of
Colorado on December 13, 1994, to engage in clinical consulting, contract
packaging and labeling services. We never had any operations. On April 22, 1997,
we merged into a subsidiary that was organized under the name Biologistics, Inc.
under the laws of Delaware on March 19, 1997 and became a Delaware corporation.
We organized PBI Acquisition Corp. as a wholly-owned subsidiary on March 31,
1999, and on the same date Performance Brands, which we operated as our former
wholly-owned subsidiary until the Share Exchange Agreement dated April 30, 2001,
entered into a merger agreement with and was merged into PBI Acquisition Corp.
resulting in PBI becoming our wholly-owned subsidiary. In consideration for the
March 31, 1999 merger, the former PBI shareholders, Stacy Kaufman and Cathy
Kaufman, were issued 18,500,000 shares, which were adjusted for a one for six
reverse share recapitalization into 3,083,333 shares effective May 12, 1999, and
adjusted to 37,000 based upon the 500 for 1 reverse share recapitalization on
April 18, 2002. Prior to the March 1999 PBI merger, Stacy Kaufman was issued
288,333 shares for services to SKNT, adjusted for the 1 for 6 reverse share
recapitalization which was subsequently adjusted to 577 shares for the April 18,
2002 reverse split. The book value of PBI at the date of the 1999 merger was
$357,789.

The purpose of of the March 31, 1999 merger between SKNT and PBI was to enable
SKNT to become an operating company. Since its incorporation on September 21,
1995 under the laws of Florida, PBI was engaged in the sale of products for skin
fitness, self-tanning, sun protection and nutrition. PBI's products were sold
through direct mail, drug chains, mass market outlets, health food stores, gyms,
and tanning, nail and hair salons, as well as private label sales. Our sole
business and operations since the merger of PBI into SKNT in March 1999 and
prior to our entering into the Share Transfer Agreement with Kaufman was the
business and operations of PBI. In connection with the merger of PBI into SKNT,
we entered into a 1999 Employment Agreement with Kaufman which is discussed
below under "Obligations Under 1999 Employment Agreement".


                                       5



We determined to enter into the Share Transfer Agreement and divest PBI for the
reasons set forth below under "Reasons for the PBI Share Transfer Agreement". As
part of the Share Transfer Agreement, we accepted the resignation of Stacy
Kaufman as an officer and director, on March 16, 2001. Prior to his resignation,
Kaufman elected Marc Baker as a director of SKNT. Prior to Baker's election as a
director of SKNT, he served as merger consultant to SKNT from the period prior
to the 1999 merger with PBI until his acquisition of controlling interest in
SKNT.

Conduct of Business Following the Share Transfer Agreement

Business Objectives. We seek business opportunities throughout the United States
to make acquisitions or enter into other business endeavors to the extent our
limited assets and personnel will allow. Our business objective is to effect a
merger, exchange of capital stock, asset acquisition or other business
combination with an operating business that will have significant growth
potential.

We will seek to acquire a target business without limiting ourselves to a
particular industry. Most likely, the target business will be primarily located
in the United States, although we reserve the right to acquire a target business
with operations and/or locations outside the United States. In seeking a target
business, we will consider, without limitation, businesses which (i) offer or
provide services or develop, manufacture or distribute goods in the United
States or abroad; or (ii) is engaged in wholesale or retail distribution, among
other potential target business opportunities. We do not intend to register as a
broker-dealer, merge with or acquire a registered broker-dealer, or otherwise
become a member of the NASD. Our sole officer/director has had only preliminary
contact with representatives of other companies regarding the possibility of a
business combination, although none of these have resulted in any agreements or
understandings. It is possible if not likely that any business combination will
be consummated with any of the parties that we have been in contacted. Our
Common Stock is subject to quotation on the NASD OTC Bulletin Board under the
symbol "SKNT".

Selection of a target business and structuring of a Business Combination. At
present Marc Baker is our sole executive officer and director and is a control
shareholder, owning 68.1% of our issued and outstanding shares. As a result, Mr.
Baker will have substantial flexibility in identifying and selecting a
prospective target business. See the discussion under "Business Experience of
Principal" in Part III, Item 9, Directors, Executive Officers, Promoters, and
Control Persons" below. We will be almost entirely dependent on the judgment of
Mr. Baker in connection with the selection of a target business. In evaluating a
prospective target business, we will consider, among other factors, the
following: (i) costs associated with effecting the Business Combination; (ii)
equity interest in and opportunity for control of the target business; (iii)
growth potential of the target business in its industry; (iv) experience and
skill of management and availability of additional personnel of the target
business; (v) capital requirements of the target business; (vi) competitive or
comparative position of the target business in its industry; (vii) stage of
development of the target business; (viii) degree of current or potential market
acceptance of the target business, products or services; (ix) proprietary
features and degree of intellectual property or other protection of the target
business; (x) the financial statements of the target business; and (xi) the
regulatory environment in which the target business operates.


                                       6



The foregoing criteria are not intended to be exhaustive and any evaluation
relating to the merits of a particular target business will be based, to the
extent relevant, on the above factors as well as other considerations deemed
relevant by management in connection with effecting a business combination
consistent with our business objectives. In connection with its evaluation of a
prospective target business, management, with the possible assistance of an
independent investment banking firm, or third party consultants, anticipates
that we will conduct a due diligence review which will encompass, among other
things, meeting with incumbent management and inspection of facilities, as well
as a review of financial, legal and other information which will be made
available to us.

The time and costs required to select and evaluate a target business (including
conducting a due diligence review) and to structure and consummate the business
combination (including negotiating and documenting relevant agreements and
preparing requisite documents for filing pursuant to applicable securities laws
and state "blue sky" and corporation laws) cannot presently be ascertained with
any degree of certainty. Our current executive officer and director intend to
devote only a small portion of their time to the our affairs and, accordingly,
consummation of a business combination may require a greater period of time than
if our management devoted their full time to our affairs. However, Mr. Baker
will devote such time as he deems reasonably necessary to carry out our business
objective and affairs, including the evaluation of potential target businesses
and the negotiation of a business combination and, as a result, the amount of
time devoted to our business and affairs may vary significantly depending upon,
among other things, whether we have identified a target business or are engaged
in active negotiation of a business combination. Any costs incurred in
connection with the identification and evaluation of a prospective target
business with which a business combination is not ultimately consummated will
result in a loss to us and reduce the amount of capital available to otherwise
complete a business combination or for the resulting entity to utilize.

We anticipate that various prospective target businesses will be brought to our
attention from various sources, including broker-dealers, investment bankers,
venture capitalists, bankers, and other members of the financial community and
affiliated sources, including, possibly, our executive officers, directors and
their affiliates. While we have not yet ascertained how, if at all, we will
advertise and promote ourselves, we may elect to publish advertisements in
financial or trade publications seeking potential business acquisitions. We may
also engage the services of professional firms that specialize in finding
business acquisitions, in which event we may agree to pay a finder's fee or
other compensation. In no event, however, will we pay a finder's fee or
commission to our officers or directors or to any entity with which they are
affiliated directly or indirectly.

As a general rule, Federal and state tax laws and regulations have a significant
impact upon the structuring of business combinations. We will evaluate the
possible tax consequences of any prospective business combination and will
endeavor to structure a business combination so as to achieve the most favorable
tax treatment to us, the target business and their respective shareholders.
There can be no assurance that the Internal Revenue Service or relevant state
tax authorities will ultimately agree with our tax treatment of a particular
consummated business combination. To the extent the Internal Revenue Service or
any relevant state tax authorities ultimately disagree with our proposed tax
treatment and in fact prevail in recharacterizing the tax treatment of a
business combination, there may be adverse tax consequences to us, the target
business and their respective shareholders. Tax considerations as well as other
relevant factors will be evaluated in determining the precise structure of a
particular business combination, which could be effected through various forms
of a merger, consolidation or stock or asset acquisition.


                                       7



Acquisition Restrictions. We may acquire a company or business by purchasing,
trading or selling the securities of such company or business. However, we do
not intend to engage primarily in such activities. Specifically, we intend to
conduct our activities so as to avoid being classified as an "investment
company" under the Investment Company Act of 1940, and therefore avoid
application of the costly and restrictive registration and other provisions of
the Investment Company Act of 1940 and the regulations promulgated thereunder.

We are subject to the reporting requirements under the Exchange Act, including
the requirement to continue to file quarterly reports and annual reports.
Pursuant to Section 13 and 15(d) of the Exchange Act, in the event significant
acquisitions take place, we will also be required to file current reports with
the SEC which will include certified financial statements for the acquired
company covering one or two years depending upon the relative size of the
acquisition. Consequently, acquisition prospects that do not have or are unable
to obtain the required certified financial statements will not be appropriate
for acquisition so long as the reporting requirements of the Exchange Act are
applicable.

Various impediments to an acquisition of a business or company or a merger may
arise such as appraisal rights afforded the shareholders of a prospective target
business under the laws of the state under which the prospective target business
is organized. This may prove to be deterrent to a particular Business
Combination.

Reasons for the PBI Share Transfer Agreement

We determined to divest PBI, our wholly-owned subsidiary, pursuant to a Share
Transfer Agreement dated as of April 30, 2001, for the following reasons:

        (i) Financial Performance. Despite recent market growth for skin-care
            products, PBI had a loss from operations during both 2000 and 1999
            of $100,862 and $277,239, respectively. Although the losses
            decreased significantly, sales were stagnant although PBI has
            introduced new products. The principal reason for the decrease in
            loss from operations from 1999 to 2000 was primarily from the
            decrease in selling and marketing expenses, from $254,960 in 1999 to
            $146,365 in 2000. Our administrative expenses were $246,428 and
            $266,891 in 2000 and 1999, respectively. Approximately 30% of such
            administrative expenses in each year were associated with costs of
            being a public company, and therefore had a material adverse impact
            on our operating expenses. We did not expect PBI to be able to
            operate on a profit margin acceptable to our shareholders but
            believe that PBI can operate successfully as a private company with
            reduced operating expenses. The book value of PBI at the date of the
            March 1999 merger was $357,789 and at the April 2001 Share Transfer
            Agreement the book value of $217,131;

       (ii) Difficulties in Funding Operations. SKNT had been dependent upon
            cash flow from financing activities through cash advances made by
            Mr. Baker, who initially served in the capacity of a merger
            consultant in connection with the merger between SKNT and PBI in
            1999. During March to July 1999 Mr. Baker net cash advances of
            $637,919. The total net cash advances made by Baker while he was
            merger consultant, from March 1999 through March 2001 was $740,577.
            These total cash advances were converted into 4,236 restricted SKNT
            shares that were issued from March 1999 to July 1999. Mr. Baker was
            unwilling to continue to make additional advances to SKNT, based
            upon his business judgment and the fact that Mr. Baker did not
            consider the industry in which PBI operated to be attractive to
            investors in public companies based upon current market conditions;
            and


                                       8



      (iii) Rescission of Previous Merger Agreement. Effective on August 15,
            2000, SKNT entered into an agreement with Ultimate Warlock, Inc., a
            California corporation, engaged in the manufacture and sale of power
            boats, for the purpose of acquiring Ultimate Warlock, which was
            announced in a Form 8-K in September 2000. This agreement also
            contemplated the divestiture of PBI upon the closing of the Ultimate
            Warlock transaction. However, the agreement with Ultimate Warlock
            was rescinded and SKNT continued to operate PBI. The rescission of
            the Ultimate Warlock transaction and the lack of improvement in
            PBI's operating margins led SKNT's two principal shareholders,
            Kaufman and Baker, to divest PBI's operations to PBI's founder, Mr.
            Kaufman, who had successfully operated PBI from its inception in
            1995.

Skintek Lab's Former Business

SKNT, though its former subsidiary, Performance Brands, Inc., was in the skin
fitness, self-tanning, sun protection and nutrition business since 1995. The
skin fitness, self-tanning and sun protection business is part of the Sun and
Body Care Industry, which has been a growing industry. PBI's products were 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 industry 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. Our former management and our principal shareholders believed that
SKNT would benefit by the trend toward products with higher SPFs (Sun Protection
Factor), which is the measure of the UVB protection in a sun care product and
from the trend in the US for the use of sunscreen products year-round.
Notwithstanding the foregoing, SKNT was not able to successfully exploit the
growth within its industry because of limited cash flow from operations.

Commencing 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. We believed 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, would continue
the trend to greater consumption of protective sun care products. However, we
were not able to benefit from this increase in public awareness to generate any
material growth in revenues.

In addition to PBI's line of sun-care products, we also marketed a line of body
washes, which we believed were enjoying increasing consumer use and acceptance
generally throughout the industry. In fact, until approximately four to five
years ago, most Americans relied upon bar soaps and wash clothes for their
personal cleansing needs but we estimate that 25% or more of the population have
already changed the way they bathe, using body washes and cleansing puffs rather
than bar soap. Since their wide introduction in 1994, body washes have become
the fastest growing trend in the personal cleansing category and we believed
that this trend to liquid soaps would be of benefit to our business.


                                       9



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 sun and body care 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 than PBI. Among other entities
that we had to compete with include the very large corporations such as
Cheesebrough-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 we competed.

In order to be competitive, we had to devote substantial funds and time,
including professional and management, and retain outside marketing experts, to
promote our product line, SOAPSCREEN(R), which involved relatively high
front-end cost compared to our resources. We were not able to continue to
finance our selling and marketing expense from cash flow from operations. As
noted above and in reflected in our financial statements, the principal reason
we were able to experience a decrease in loss from operations from 1999 to 2000
was primarily from the decrease in selling and marketing expenses, from $254,960
in 1999 to $146,365 in 2000. See also the discussion under Part II, Item 6,
"Management's Discussion and Analysis" below.

Our ability to compete was also dependent upon our success in establishing our
products in the field of SPF soaps/body washes. Sunscreens have been used as a
major ingredient in face creams for several years by major manufacturers, with
which we had to compete. For our professional skin fitness line, sold in gyms
and health food stores, we had one principal competitor, Jan Tana.
Notwithstanding our belief that we would be able to successfully compete, there
was no assurance that we would generate sufficient cash flow from operations to
continue to our selling and marketing expenses and expenses associated with
being a public company reporting under the Exchange Act. Following our year
ended December 31, 2000, we determined that SKNT on a consolidated basis would
not be able to compete with any entities that have established presence in sun
and body care industry.


                                       10



While we were required to compete with larger, more established firms, our
primary focus was to market our products into the niche markets, for specialty
products that include skin care products with sunscreens. Our 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 we believed
that we would be able to successfully compete. However, there exists intense
competition developing in "niche" market. Our ProTan(R) line 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. We believed and
PBI's management continues to believe that it will be able to successfully
compete on the basis of quality and price in the market for its ProTan(R) line
and PBI's other products, with the ability to operate more efficiently, as
discussed under Part II, Item 6, "Management's Discussion and Analysis" and
elsewhere in this amended Form 10-KSB/A.

Our ability to compete was also effected by our limited number of employees,
which prior to the Share Transfer Agreement, was only 5 persons including Stacy
Kaufman, our former president and sole executive officer. We were also dependent
upon continued success in accessing distribution channels and an ability to fund
increasing selling and marketing expenses from cash flow from operations. We had
projected that the budget for selling and marketing expenses, in order to be
successful, should be approximately $1,000,000 during the next twelve months.
Mr. Baker and Mr. Kaufman concluded that financing in this amount would not be
achievable through the sale of SKNT shares.

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 PBI's products are manufactured by third parties
and during 1999 and 2000 we were not dependent upon any single manufacturer, and
that other sources of supply would be available, if necessary. Cosmetic
Corporation of America, located in Medley, FL ("CCA"), the prime filler for
PBI's products, is estimated to be operating with excess capacity and therefore
should be able to provide its products and services for PBI for the foreseeable
future. PBI also sourced and continues to source from 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. As a result of the Share Transfer Agreement, we have become a
non-operating company and are not dependent upon the business and development of
PBI and its product lines.


                                       11
Sales, Marketing and Distribution of Products

During 1999 and 2000 and prior to our divestiture of PBI, our sun and body care
products were 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. We owned and PBI continues to own 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,
there is a patent pending and several PCT patents pending for PBI's liquid body
wash and sunscreen compositions. During 1999, 2000 and through the divestiture
of PBI, our products were marketed and sold under the names ProTan(R),
SOAPSCREEN(R), System(R), Earthen Naturals(TM), Earthen Treasures(TM), and there
are plans to commence marketing efforts under the trade names, Beauty Bites(TM)
and Meta Slim 2000(TM). All of these assets have been transferred to PBI in
connection with the Share Transfer Agreement. Prior to the agreement we also
utilized approximately fifty wholesale distributors to market and sell our
products, which distributors also inventoried, shipped and billed our former
customers directly, as part of their distribution services.

We also generated sales via mail order, from direct mail and Internet marketing
and used the services of independent sales brokers nationwide, who were paid
commissions equal to 5% of the sales generated. These independent brokers
primarily sold the products of our former subsidiary to the drug, mass retail
and grocery/supermarket markets, and generated sales under a private label
program for products designed and marketed exclusively for a group of national
direct mail order merchants.

Government Regulations

There are no specific regulations or approvals required by or from the Federal
or state government or any agency for the products manufactured and sold by our
former subsidiary, and all the 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 PBI'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 PBI's products, there existed a potential adverse impact on our revenues
from any recalled product. None of PBI's products are hazardous or contain any
hazardous additives and therefore, we do not believe that there could exist any
claim against SKNT from consumers or any businesses that bought and used PBI's
products during the period that PBI was our wholly-owned subsidiary. In
connection with the Share Transfer Agreement, we also transferred all of the
assets and liabilities of PBI, which constituted all of our assets and
liabilities.


                                       12
ITEM 2. DESCRIPTION OF PROPERTY

Following the resignation of Stacy Kaufman as president and sole director of
SKNT, we moved the executive offices of SKNT into the offices of Marc Baker and
DC Capital, located at 2700 NE 29th Avenue, Hollywood, FL 33020 on a rent-free
basis. These office facilities consist of approximately 800 square feet of space
which Mr. Baker and DC Capital rent from an unaffiliated third party. We believe
that these facilities are sufficient for SKNT for the foreseeable future and we
will continue to have such space on a rent-free basis until such time as we
shall conclude a Business Combination.

Prior to the Share Exchange Agreement, we leased approximately 5,400 square feet
of executive office space at 959 Shotgun Road, Sunrise, FL, for $3,100 per
month. The condition of these leased facilities in Sunrise, FL were and continue
to be excellent, and sufficient for PBI's use for the foreseeable future. We
also had available from third party manufacturers of the components used to
manufacture PBI'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 and was adequate for our prior operations. Prior to
our lease of the facility in Sunrise, FL, we leased approximately 6,000 square
feet of space in Plantation, FL at a monthly rate of $3,500.

ITEM 3. LEGAL PROCEEDINGS

We are not a party to any litigation that is material. During the year ending
December 31, 1998, prior to the merger of PBI and SKNT, PBI contracted for
services with an advertising company for which we were charged $104,245. We
believe that the advertising company did not fulfill its obligations as
contracted, and therefore we 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. In addition, in January 2001, we settled
the claim of a model used for product promotion for $15,000. As a result, we
recorded net settlement income of $64,245, which reduced our selling expenses on
our consolidated statement of operations for the fiscal year ended December 31,
2000. Reference is made to Note 3 of the Notes to Consolidated Financial
Statements related to Settlements Payable.

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

None. However, in connection with the Share Transfer Agreement, we have prepared
and are sending to our shareholders the Definitive Information Statement
regarding the transaction involving the disposition of our former subsidiary,
and related matters.

                                    PART II

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

(A) MARKET INFORMATION

Our shares of common stock are traded over-the-counter in what is referred to as
the OTC:Bulletin Board under the symbol "SKLB". The symbol changed from SKNT on
April 18, 2002 in connection with the reverse share recapitalization. As of July
10, 2002, there were 16 market makers submitting quotations on the OTC:BB.
However, we do not believe that there has been any significant trading volume
during the past four months and any trading that occurred has been sporadic. The
following information with respect to the high and low bid price of our shares
was obtained from the National Quotation Bureau. The quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
represent actual transactions. On May 12, 1999, our shares were subject to a 1
for 6 reverse split, and on April 18, 2002 our shares were subject to a 500 for
1 reverse share recapitalization. The table below reflects such information.


                                                High        Low

Calendar 1999

Quarter Ended March 31,                        $1.50        $0.375
Quarter Ended June 30, (*)                     $2.50        $0.375
Quarter Ended September 30,                    $2.25         $1.44
Year Ended December 31,                        $1.44         $0.56

Calendar 2000

Quarter Ended March 31,                       $2.125         $0.56
Quarter Ended June 30,                        $3.125          $150
Quarter Ended September 30,                    $3.75        $1.625
Year Ended December 31,                        $2.56        $0.625

Calendar 2001
Quarter Ended March 31,                        $0.75        $0.14
Quarter Ended June 30,                         $0.23        $0.16
Quarter Ended September 30,                    $0.17        $0.04

Year Ended December 31, 2002                   $0.04        $0.02


                                       13




Calendar 2002
Quarter Ended March 31, 2002                   $0.04        $0.02
Quarter Ended June 30, 2002**                  $0.70        $1.68
Period Ending July 10, 2002                    $0.70        $1.68

(*)  On May 12, 1999, we had a 1 for 6 reverse stock split and the prices
     reflect the closing bid price for the shares during the applicable periods
     following such share recapitalization.

(**) On April 18, 2002, we had a 500 for 1 reverse stock split and the prices
     reflect the closing bid price for the shares during the applicable periods
     following such share recapitalization.

(B) Holders

As of July 10, 2002, there were 228 holders of our shares.

(C) Dividends

We have never paid any of dividends on our shares, have no funds from which to
pay dividends and do not intend to pay dividends for the foreseeable future. As
a result of our divestiture of PBI, we have no assets or liabilities. Payment of
dividends in the future will depend, among other things, upon our success in
entering into a business combination and thereafter our ability to generate
earnings, and the need of such operating company, if any, for working capital
and our overall financial condition.

RECENT SALES OF UNREGISTERED SECURITIES

The following information is given with regard to unregistered securities sold
by SKNT 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 unregistered shares
sold during the past three years and the price of the restricted shares have
been adjusted to reflect a 500 for 1 reverse reverse share recapitalization on
April 18, 2002. Reference is made to our Form 10-QSB/A for disclosure regarding
issuance of 10.5 million restricted shares subsequent to the year ended December
31, 2002.

-----------------------------------------------------------------------------------------------------------
Date         Title           Amount of          Persons              Cash or Non Cash Consideration
                           Securities Sold
-----------------------------------------------------------------------------------------------------------
3/31/99    Common Stock      6,167 Shares      Stacy Kaufman (1)    Issued in connection with PBI Merger
-----------------------------------------------------------------------------------------------------------
03/31/99   Common Stock      2,167 Shares      Marc Baker, Merger   $740,577 in net cash advances was
-7/06/99                     2,070 Shares      Consultant (2)       converted into a total of 4,236
                                                                    restricted shares. The average
                                                                    conversion price for the entire 4,236
                                                                    shares issued was $175
-----------------------------------------------------------------------------------------------------------
12/31/99   Common Stock      1,000 Shares      Stacy Kaufman (3)    Vested Options at $250 per share, never
                                                                    exercised, granted under 1999 Employment
                                                                    Agreement
-----------------------------------------------------------------------------------------------------------
12/31/00   Common Stock      1,000 Shares      Stacy Kaufman (3)    Vested Options at $250 per share, never
                                                                    exercised, granted under 1999 Employment
                                                                    Agreement
-----------------------------------------------------------------------------------------------------------
03/16/01   Common Stock     12,000 Shares    Marc Baker (4)         Issued as compensation and an expense of
                                                                    $1,200,000 was reflected in the quarter
                                                                    ended March 31, 2001
-----------------------------------------------------------------------------------------------------------
03/19/01   Common Stock        160 Shares    Robert Schwartz (5)    For consulting services valued at $16,000
-----------------------------------------------------------------------------------------------------------
03/19/01   Common Stock        100 Shares    David Wilpon (5)       For services valued at $10,000
-----------------------------------------------------------------------------------------------------------

(1)   The issuance of the 6,167 shares issued in connection with the merger of
      PBI into SKNT was based upon Section 4 (2) under the Act, in an arm's
      length transaction. The book value of PBI at the date of the merger was
      $357,789, which represents a price of $55 per share. There was limited
      liquidity and only very sporadic trading in the shares at the time of the
      merger and the issuance of restricted shares to Kaufman. We believe that
      the terms of the merger transaction with PBI was at the fair value of the
      restricted SKNT shares on the date of the merger. The 6,167 shares were
      issued to Stacy Kaufman and Cathy Kaufman as JTWROS.


                                       14



(2)   The issuance and sale of the restricted shares to the Marc Baker, as
      merger consultant, was based upon Section 4(2) under the Act. Mr. Baker
      made total net cash advances during 1999 of $740,577 to SKNT. At March 31,
      2001, the subscription receivable from Mr. Baker was $289,629 and
      subsequent to the quarter ended March 31, 2001, the subscription
      receivable from Mr. Baker was waived. The average purchase price of the
      4,236 restricted shares issued to Mr. Baker as merger consultant was $175
      per share. See Part III, Item 12, "Certain Relationships and Related
      Transactions". We believe that these restricted shares were issued at the
      fair market value of SKNT shares based upon the restrictive nature of the
      shares, the limited liquidity and sporadic trading in SKNT shares.

(3)   The 2,000 shares were never issued to Mr. Kaufman, but were granted under
      an option pursuant to his 1999 Employment Agreement with SKNT. A total of
      5,000 shares were subject to this option, exercisable at $500 per share.
      1,000 shares subject to the option vested at December 31, 1999 after SKNT
      achieved cumulative revenues in excess of $700,000 and an addition 1,000
      shares vested at December 31, 2000 after SKNT achieved cumulative revenues
      in excess of $1,540,000. The options to purchase 2,000 shares and options
      to purchase an additional 3,000 shares that had not vested were all
      canceled upon Mr. Kaufman's resignation and as part of the consideration
      for the Share Transfer Agreement. See Part III, Item 10, "Executive
      Compensation".

(4)   The issuance and sale of the restricted shares to Mr. Baker, the Company's
      President, was based upon Section 4(2) under the Act. Mr. Baker was issued
      the shares as compensation and no cash consideration was paid to the
      Company. In determining the purchase price paid by Baker for the 12,000
      restricted SKNT shares,  SKNT considered the total net cash advances made
      by Baker of $740,577 through March 31, 2001 and that at the date of the
      sale of the 12,000 restricted shares to Mr. Baker, SKNT had no business
      operations or assets. SKNT shares have had only a limited and sporadic
      trading market, and we believe that the issuance of the 12,000 shares to
      Mr. Baker was fair. SKNT has not sought any fairness opinion with respect
      to the Baker transactions. While there was no trading in the SKNT shares
      on March 16, 2001, the closing bid price of the shares on such date was
      $100 and SKNT recorded as non-cash compensation expense the sum of
      $1,200,000 in its Form 10-QSB/A for the period ended March 31, 2001. See
      Part III, Item 12, "Certain Relationships and Related Transactions".

(5)   The consultants were issued restricted shares for business evaluation
      consulting services rendered. The closing bid price of the shares was $100
      on March 19, 2001 (adjusted for the 500 for 1 reverse stock split) and the
      non-cash compensation has been expensed in 2001.

ITEM 6. MANAGEMENT'S PLAN OF OPERATION

The following discussion and analysis and plan of operation contain some
forward-looking statements. Forward-looking statements give our current
expectations or forecasts of future events. You can identify these statements by
the fact that they do not relate strictly to historical or current facts. They
use words such as "anticipate," "estimate," "expect," "project," "intend,"
"plan," "believe," and other words and terms of similar meaning in connection
with any discussion of future operating or financial performance. From time to
time, we also may provide forward-looking statements in other materials we
release to the public.

Also note that we provide cautionary discussion of risks, uncertainties and
possibly inaccurate assumptions relevant to our business under the section
entitled "Risk Factors" under Item 1 Part 1. Other factors besides those listed
could also adversely affect us in the future.


                                       15
Overview

Our current activity is related to seeking new business opportunities. We will
use our limited personnel and financial resources principally in connection with
the search for new business opportunities. It may be expected that starting any
new business opportunity will involve the issuance of our shares of Common
Stock. To the extent that Common Stock is used to fund any new business
opportunity, any available cash, of which there can be no assurance, will be
used to finance such new business operations.

We may determine to seek to raise funds from the sale of equity or debt
securities, from bank or other borrowings as part of any new business
opportunity. We may issue a substantial number of additional shares and to the
extent that such additional shares are issued, our shareholders will experience
a dilution in their ownership interest. Additionally, if a substantial number of
shares of Common Stock are issued in connection with a new business opportunity,
a change in control of the Company may be expected to occur.

There currently are no limitations on our ability to borrow funds pursue new
business opportunity. However, our limited resources and may make it difficult
to borrow funds. The amount and nature of any borrowing by us will depend on
numerous factors, including the Company's capital requirements, potential
lenders' evaluation of the Company's ability to meet debt service on borrowing
and the then prevailing conditions in the financial markets, as well as general
economic conditions. The inability of the Company to borrow funds required to
pursue new business opportunities, or to provide funds for an additional
infusion of capital, may have a material adverse affect on the Company's
financial condition.

We will seek to acquire a target business without limiting ourselves to a
particular industry. Most likely, the target business will be primarily located
in the United States, although we reserve the right to acquire a target business
with operations and/or locations outside the United States. In seeking a target
business, we will consider, without limitation, businesses which (i) offer or
provide services or develop, manufacture or distribute goods in the United
States or abroad; or (ii) is engaged in wholesale or retail distribution, among
other potential target business opportunities. We do not intend to register as a
broker-dealer, merge with or acquire a registered broker-dealer, or otherwise
become a member of the NASD. Our sole officer/director has had only preliminary
contact with representatives of other companies regarding the possibility of a
business combination, although none of these have resulted in any agreements or
understandings. It is possible if not likely that any business combination will
be consummated with any of the parties that we have been in contacted. Our
Common Stock is subject to quotation on the NASD OTC Bulletin Board under the
symbol "SKNT".

At present Marc Baker is our sole executive officer and director and is a
control shareholder, owning 68.1% of our issued and outstanding shares. As a
result, Mr. Baker will have substantial flexibility in identifying and selecting
a prospective target business. See the discussion under "Business Experience of
Principal" in Part III, Item 9, Directors, Executive Officers, Promoters, and
Control Persons" below. We will be almost entirely dependent on the judgment of
Mr. Baker in connection with the selection of a target business. In evaluating a
prospective target business, we will consider, among other factors, the
following: (i) costs associated with effecting the Business Combination; (ii)
equity interest in and opportunity for control of the target business; (iii)
growth potential of the target business in its industry; (iv) experience and
skill of management and availability of additional personnel of the target
business; (v) capital requirements of the target business; (vi) competitive or
comparative position of the target business in its industry; (vii) stage of
development of the target business; (viii) degree of current or potential market
acceptance of the target business, products or services; (ix) proprietary
features and degree of intellectual property or other protection of the target
business; (x) the financial statements of the target business; and (xi) the
regulatory environment in which the target business operates.


                                       16



The foregoing criteria are not intended to be exhaustive and any evaluation
relating to the merits of a particular target business will be based, to the
extent relevant, on the above factors as well as other considerations deemed
relevant by management in connection with effecting a business combination
consistent with our business objectives. In connection with its evaluation of a
prospective target business, management, with the possible assistance of an
independent investment banking firm, or third party consultants, anticipates
that we will conduct a due diligence review which will encompass, among other
things, meeting with incumbent management and inspection of facilities, as well
as a review of financial, legal and other information which will be made
available to us.

The time and costs required to select and evaluate a target business (including
conducting a due diligence review) and to structure and consummate the business
combination (including negotiating and documenting relevant agreements and
preparing requisite documents for filing pursuant to applicable securities laws
and state "blue sky" and corporation laws) cannot presently be ascertained with
any degree of certainty. Our current executive officer and director intend to
devote only a small portion of their time to the our affairs and, accordingly,
consummation of a business combination may require a greater period of time than
if our management devoted their full time to our affairs. However, Mr. Baker
will devote such time as he deems reasonably necessary to carry out our business
objective and affairs, including the evaluation of potential target businesses
and the negotiation of a business combination and, as a result, the amount of
time devoted to our business and affairs may vary significantly depending upon,
among other things, whether we have identified a target business or are engaged
in active negotiation of a business combination. Any costs incurred in
connection with the identification and evaluation of a prospective target
business with which a business combination is not ultimately consummated will
result in a loss to us and reduce the amount of capital available to otherwise
complete a business combination or for the resulting entity to utilize.

We anticipate that various prospective target businesses will be brought to our
attention from various sources, including broker-dealers, investment bankers,
venture capitalists, bankers, and other members of the financial community and
affiliated sources, including, possibly, our executive officers, directors and
their affiliates. While we have not yet ascertained how, if at all, we will
advertise and promote ourselves, we may elect to publish advertisements in
financial or trade publications seeking potential business acquisitions. We may
also engage the services of professional firms that specialize in finding
business acquisitions, in which event we may agree to pay a finder's fee or
other compensation. In no event, however, will we pay a finder's fee or
commission to our officers or directors or to any entity with which they are
affiliated directly or indirectly.


                                       17



As a general rule, Federal and state tax laws and regulations have a significant
impact upon the structuring of business combinations. We will evaluate the
possible tax consequences of any prospective business combination and will
endeavor to structure a business combination so as to achieve the most favorable
tax treatment to us, the target business and their respective shareholders.
There can be no assurance that the Internal Revenue Service or relevant state
tax authorities will ultimately agree with our tax treatment of a particular
consummated business combination. To the extent the Internal Revenue Service or
any relevant state tax authorities ultimately disagree with our proposed tax
treatment and in fact prevail in recharacterizing the tax treatment of a
business combination, there may be adverse tax consequences to us, the target
business and their respective shareholders. Tax considerations as well as other
relevant factors will be evaluated in determining the precise structure of a
particular business combination, which could be effected through various forms
of a merger, consolidation or stock or asset acquisition.

We may acquire a company or business by purchasing, trading or selling the
securities of such company or business. However, we do not intend to engage
primarily in such activities. Specifically, we intend to conduct our activities
so as to avoid being classified as an "investment company" under the Investment
Company Act of 1940, and therefore avoid application of the costly and
restrictive registration and other provisions of the Investment Company Act of
1940 and the regulations promulgated thereunder.

We are subject to the reporting requirements under the Exchange Act, including
the requirement to continue to file quarterly reports and annual reports.
Pursuant to Section 13 and 15(d) of the Exchange Act, in the event significant
acquisitions take place, we will also be required to file current reports with
the SEC which will include certified financial statements for the acquired
company covering one or two years depending upon the relative size of the
acquisition. Consequently, acquisition prospects that do not have or are unable
to obtain the required certified financial statements will not be appropriate
for acquisition so long as the reporting requirements of the Exchange Act are
applicable.

Various impediments to an acquisition of a business or company or a merger may
arise such as appraisal rights afforded the shareholders of a prospective target
business under the laws of the state under which the prospective target business
is organized. This may prove to be deterrent to a particular Business
Combination.

Results of Operations

During the Company's fiscal years ended December 31, 2001 and 2000,
respectively, we generated sales no revenues, after giving effect to our
divestiture of our former operating subsidiary, PBI. Reference is also made to
the discussion under Results of Operations in our Form 10-KSB/A filed on
February 27, 2002 regarding our former subsidiary's business and results of
operations.


                                       18



We incurred a net loss from operations of $1,241,575 in 2001 and $2,935 in 2000.
This loss from operations is mainly due to non-cash expenses of $1,200,000
associated with the issuance of 12,000 restricted shares to Mr. Baker in March
2001. Our basic and diluted loss per shares in fiscal year 2001 and 2000 was
$57.53 and $0.25, respectively. The loss per share has been adjusted for the 500
for 1 reverse share recapitalization.

Liquidity and Capital Resources

At December 31, 2001 and 2000, we had no assets as a result of our divestiture
of our subsidiary PBI.

Our current liabilities were $15,575 of which $2,881 are accounts payable and
$12,694 due to our officer Mr. Baker. We had no liabilities at December 31, 2000.

During the fiscal year ended December 31, 2001 and 2000, we had no cash flow
from operations, no cash flow from financing and investing activities.

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


                            HUNNO TECHNOLOGIES, INC.
                          (FORMERLY SKINTEK LABS, INC.)

                              FINANCIAL STATEMENTS

                           DECEMBER 31, 2002 AND 2001


HUNNO TECHNOLOGIES, INC.
                          (FORMERLY SKINTEK LABS, INC.)


                          INDEX TO FINANCIAL STATEMENTS



INDEPENDENT AUDITORS' REPORT

FINANCIAL STATEMENTS

         INDEPENDENT AUDITORS' REPORT........................................F-1

         Balance Sheets......................................................F-2

         Statements of Operations............................................F-3

         Statements of Stockholders' Equity (Deficit)........................F-4

         Statements of Cash Flows............................................F-5

         Notes to Financial Statements.................................F-6 - F-9


INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders of
Hunno Technologies, Inc.
(Formerly Skintek Labs, Inc.)
Hollywood, Florida


We have audited the accompanying balance sheets of Hunno Technologies, Inc.
(formerly Skintek Labs, Inc., the Company) as of December 31, 2002 and December
31, 2001, and the related 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.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. 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 financial statements referred to above present fairly, in
all material respects, the financial position of Hunno Technologies, Inc.
(formerly Skintek Labs, Inc.) at December 31, 2002 and 2001, and the results of
its operations and its cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Notes 1 and 4 to the
financial statements, the Company has to merge or acquire an operating company
to commence its planned principal operations and proceed with its business plan.
As of the date of these financial statements, no target company has been
identified. These factors raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans in regard to this matter are
described in Note 4. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.


/s/ Grassano Accounting, P.A.
    Grassano Accounting

Boca Raton, Florida
May 6, 2003

                                      F-1

Balance Sheets
                           for Hunno Technoloiges Inc



                                  ASSETS


                                     2002                     2001
                                    -------------------      -------------------

CURRENT ASSETS

TOTAL CURRENT ASSETS                $                 -      $                 -
                                    -------------------      -------------------

 TOTAL ASSETS                $                 -      $                 -
                                    ===================      ===================



              LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)


                                         2002                 2001
                                    -------------------      -------------------

CURRENT LIABILITIES
 Accounts Payable                   $               283      $             2,881
 Due to Officer                                  24,704                   12,694
                                    -------------------      -------------------

TOTAL CURRENT LIABILITIES                        24,987                   15,575
                                    -------------------      -------------------

TOTAL LIABILITIES                                24,987                   15,575
                                    -------------------      -------------------

STOCKHOLDERS' EQUITY (DEFICIT)
 Preferred Stock, $0.001 Par Value,
 Non-Voting,
 1,000,000 Shares Authorized,
 0 Shares Issued & Outstanding                        -                        -
 Common Stock, $0.001 Par Value,
 50,000,000 Shares
 Authorized, 12,024,102 Shares Issued &
 Outstanding
 at 2002 and 24,102 Shares Issued &
 Outstanding
 at 2001                                         12,024                       24
 Additional Paid in Capital                   2,524,597                1,261,597
 Retained Earnings (Accumulated Deficit)    (2,561,608)              (1,277,196)
                                    -------------------      -------------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)           (24,987)                 (15,575)
                                    -------------------      -------------------


TOTAL LIABILITIES &
STOCKHOLDERS' EQUITY
(DEFICIT)                       $                 -      $                 -
                                    ===================      ===================


                                     F-2
Statements of Operations
                           for Hunno Technologies Inc


                                            2002                      2001
                                   -------------------       -------------------



REVENUES                          $                  -       $                -
OPERATING EXPENSES
 Officer Compensation                        1,125,000                1,200,000
 Consultants                                   150,000                   26,000
 Other Administrative                            9,412                   15,575
                                   -------------------       -------------------

TOTAL OPERATING EXPENSES                     1,284,412                1,241,575
                                   -------------------       -------------------

INCOME (LOSS) FROM
OPERATIONS                                 (1,284,412)              (1,241,575)
                                   -------------------       -------------------

NET INCOME (LOSS) BEFORE
PROVISION FOR (BENEFIT
FROM) INCOME TAXES                         (1,284,412)              (1,241,575)

Provision for (Benefit from)
Income Taxes                                         -                        -
                                   -------------------       -------------------

 NET INCOME  (LOSS)                $       (1,284,412)       $      (1,241,575)
                                   ===================       ===================

NET INCOME (LOSS) PER
COMMON SHARE
 Basic and Diluted                 $             (.16)       $          (57.53)
                                   ===================       ===================

SHARES USED IN COMPUTING
NET INCOME (LOSS) PER
COMMON SHARE
 Basic                                       7,824,102                   21,581
                                   ===================       ===================



                                       F-3
Statement of Equity
                           for Hunno Technoloiges Inc



                                                                                                Retained                Total
                            Number of                                  Additional              Earnings              Stockholders'
                               Shares                 Common               Paid In            (Accumulated                Equity
                               Common                 Stock                Capital               Deficit)                (Deficit)
                        ------------------       -------------       ----------------      -----------------        -----------------

Bal. at Dec. 31, 2000              11,842        $          12       $         35,609      $         (35,621)       $           -

Issued 12,000
shares of common
stock to officer as
compensation                       12,000                   12              1,199,988                       -           1,200,000

Issued 260 shares
of common stock to
consultants as
compensation                          260                   -                  26,000                       -              26,000

Net Loss                                -                   -                      -               (1,241,575)        (1,241,575)
                             ------------------       -------------       ----------------        -----------------   -----------------

Bal. at Dec. 31, 2001              24,102                  24               1,261,597              (1,277,196)           (15,575)

Issued 11,000,000
shares of common
stock to officer as
compensation                   11,000,000              11,000               1,114,000                       -           1,125,000

Issued 1,000,000
shares of common
stock to consultants
as compensation                 1,000,000               1,000                149,000                        -             150,000

Net Loss                                -                   -                      -              (1,284,412)         (1,284,412)
                          ------------------       -------------       ----------------        -----------------     -----------------

Bal. at Dec. 31, 2002          12,024,102       $      12,024       $      2,524,597         $    (2,561,608)      $     (24,987)
                          ==================       =============      ================         =================     =================



                                      F-4
Statement of Cash Flows
                           for Hunno Technologies Inc



                                            2002                     2001
                                     ------------------       ------------------

CASH FLOWS FROM OPERATING
ACTIVITIES:
 Net Income (Loss)                   $      (1,284,412)       $      (1,241,575)
 Adjustments to Reconcile
 Net Income
 (Loss) to Net Cash Used in
 Operating Activities
 Stock issued for compensation                1,275,000                1,226,000
 Increase (Decrease) in
 Accounts Payable                               (2,598)                    2,881
 Increase in Due to Officer                      12,010                   12,694
                                     ------------------       ------------------

NET CASH USED IN (PROVIDED BY)
OPERATING ACTIVITIES                                 0                        0
                                     ------------------       ------------------

CASH FLOWS FROM INVESTING
ACTIVITIES:

NET CASH PROVIDED BY
(USED IN) INVESTING ACTIVITIES                       0                        0
                                     ------------------       ------------------

CASH FLOWS FROM FINANCING
ACTIVITIES:

NET CASH PROVIDED BY
FINANCING ACTIVITIES                                 0                        0
                                     ------------------       ------------------

NET INCREASE (DECREASE)
IN CASH                                              0                        0

CASH, BEGINNING OF PERIOD                            0                        0
                                     ------------------       ------------------

CASH, END OF PERIOD                  $               0          $             0
                                     ==================       ==================

SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION
 Cash paid during the
 period for:
 Interest                           $                0        $               0
                                    ==================        ==================
 Income Taxes                       $                0        $               0
                                    ==================        ==================

                                      F-5

HUNNO TECHNOLOGIES, INC.
                          (FORMERLY SKINTEK LABS, INC.)
                          NOTES TO 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.

        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.

        On April 30, 2001, the Company agreed to sell its shares in Performance
        Brands, Inc., the Subsidiary, in consideration of the cancellation of
        the 1999 employment agreement between the Buyer and the Company and in
        addition cancellation of options to purchase 500,000 shares
        (before 500:1 reverse stock split) of the Company stock because the
        Subsidiary failed to achieve the projected sales and profits that led
        to its purchase. This divestiture is described in the Company's
        June 30, 2001 Form 10-QSB.

        On July 22, 2002, the Company entered into an agreement
        (described in Form 8-K/A dated July 31, 2002) with Hunno Technologies,
        Inc. (Hunno), a Korean corporation, whereby the Company would:

            (1)   Issue 16,500,000 shares of its common stock for all of the
                  outstanding shares of Hunno common stock.
            (2)   Change its name to Hunno Technologies, Inc.
            (3)   Cancel 8,500,000 shares of its president's common stock.
            (4)   The president and board of directors would resign, and the
                  Hunno officers would assume the Company's management and control.

         This agreement closed and became effective on July 31, 2002.

                                       F-6
HUNNO TECHNOLOGIES, INC.
                          (FORMERLY SKINTEK LABS, INC.)
                          NOTES TO FINANCIAL STATEMENTS


         On March 24, 2003, a release and settlement agreement was signed,
         whereby the American and Korean parties agreed to treat the original
         agreement as if it never happened. The Koreans agreed to return all of
         their shares of the Company's common stock, and the Korean officers
         and directors were replaced by the Company's former president.

         These financial statements have been prepared as if Hunno had never
         been involved with the Company.(See Note 5 for a schedule of the
         divestiture.)The 8,500,000 cancelled shares of the president's common
         stock were reissued on April 24, 2003. In order not to distort these
         financial statements, the cancellation is treated as if it never
         happened.

         The management of the Company intends to use it as a "blind pool" or
         "blank check" company for the purpose of either merging with or
         acquiring an operating company.

         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 and there are no timing
         differences. Net operating losses of approximately $60,600 expire from
         the year 2011 through 2017.

         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 the same as the basic.

         Recent Accounting Pronouncements
         In June 2001, the Financial Accounting Standards Board ("FASB') issued
         Statement of Financial Accounting Standards ("SFAS") No. 141 "Business
         Combinations" and No. 142 "Goodwill and Other Intangible Assets." SFAS
         No. 141 requires all business combinations initiated  after June 30,
         2001 to be accounted for under the purchase method. For all business
         combinations for which the date of acquisition is after June 30, 2001,
         SFAS No. 141 also established specific criteria for the recognition of
         intangible assets separately from goodwill and requires unallocated
         negative goodwill to be written off immediately as an  extraordinary
         gain, rather than deferred and amortized. SFAS No. 142 changes the
         accounting for goodwilland other intangible assets after an
         acquisition. The most significant changes made by SFAS No. 142 are:
         (1) goodwill and intangible assets with indefinite lives will no
         longer be amortized; (2) goodwill  and intangible assets  with
         indefinite lives must be tested for impairment at lease annually;  and
         (3) the amortization  period for intangible  assets with finite lives
         will no longer be limited to forty years. At this time, the Company
         does not believe that the adoption of either of these statements will
         have a material effect on  its financial position, results  of
         operations, or cash flows.

                                     F-7
HUNNO TECHNOLOGIES, INC.
                          (FORMERLY SKINTEK LABS, INC.)
                          NOTES TO FINANCIAL STATEMENTS

         In June 2001, the FASB issued SFAS No. 143 "Accounting for Asset
         Retirement Obligations." SFAS No. 143 establishes accounting
         requirements for retirement obligations associated with tangible long-
         lived assets, including (1) the timing of the liability recognition,
         (2) initial measurement of the liability, (3) allocation of asset
         retirement cost to expense, (4) subsequent measurement of the liability
         and (5) financial statement disclosures. SFAS No. 143 requires that an
         asset retirement cost should be capitalized as part of the cost of the
         related long-lived asset and subsequently allocated to expense using a
         systematic and rational method. The adoption of SFAS No. 143 is not
         expected to have a material effect on the Company"s financial position,
         results of operations, or cash flows. In August 2001, the FASB also
         approved SFAS No. 144, "Accounting for the Impairment or Disposal of
         Long-Lived Assets." SFAS No. 144 replaced SFAS No. 121. The new
         accounting model for long-lived assets to be disposed of by sale
         applies to all long-lived assets, including discontinued operations,
         and replaces the provisions of Accounting Principles Board (APB)
         Opinion No. 30, "Reporting Results of Operations Reporting the Effects
         of Disposal of A segment Business," for the disposal of segments of a
         business. SFAS No. requires that those long-lived assets be measured at
         the lower of carrying amount or fair value less cost to sell, whether
         reported continuing operations or in discontinued operations.
         Therefore, discontinued operations will no longer be measured at net
         realizable value or include amounts for operating losses that have not
         yet occurred. SFAS No.144 also broadens the reporting of discontinued
         operations to include all components of an entity with operations that
         can be distinguished from the rest of the entity and that will be
         eliminated from the ongoing operations of the entity in a disposal
         transaction. The provisions of SFAS No. 144 are effective for financial
         statements issued for fiscal years beginning after December 15, 2001
         and, generally, are to be applied prospectively. At this time, the
         Company does not believe that the adoption of SFAS No. 144 will have a
         material effect on its financial position, results of operations, or
         cash flows.

          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.


NOTE 2 - RELATED PARTY TRANSACTIONS

         During the years ended December 31, 2001 and 2002, the Company's
         president and majority stockholder paid all administrative expenses for
         the Company, resulting in a balance of $24.704 in the due to officer
         account as of December 31, 2002.


NOTE 3 - STOCK TRANSACTIONS

         Common Stock
         As of December 31, 1999, the Company had issued 11,842 shares of its
         common stock. On March 16, 2001, a newly appointed board member was
         elected president, and 12,000 shares of the Company's common stock
         were issued to him as compensation. The stock was valued at $100.00
         per share. These shares were issued so the president would have
         control of the company with 50.3% of the common stock. On March 19,
         2001, 260 shares were issued to two consultants as compensation. The
         stock was valued at $100.00 per share.

         On April 4, 2002, the Board of Directors authorized a 500:1 reverse
         stock split to stockholders of record as of April 15, 2002 and effective
         on April 18, 2002. The accompanying financial statements and notes have
         been prepared as if the above reverse stock split occurred at December
         31, 2000.

         On May 7, 2002, the Company issued 10,500,000 shares of restricted
         common stock to its president as compensation. The shares were valued
         at $.10 per share, resulting in compensation of $1,050,000. As per SEC
         Form S-8 dated May 13, 2002, the Company issued 1,000,000 shares of
         unrestricted common stock to two  consultants and 500,000 to its
         president as compensation. The shares were valued at $.15 per share,
         resulting in $150,000 in consultants'compensation and $75,000 in
         additional officer compensation.

         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.

                                      F-8
HUNNO TECHNOLOGIES, INC.
                          (FORMERLY SKINTEK LABS, INC.)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 4 - GOING CONCERN

         The Company has sustained recurring operating losses and has minimal
         assets. These factors raise substantial doubt as to the Compan's
         ability to continue as a going concern. Management's plans regarding
         this uncertainty is to raise additional working capital and to seek
         potential merger candidates.

NOTE 5 - DIVESTITURE OF HUNNO TECHNOLOGIES, INC. (KOREA)

         As discussed in Note 1, the Company's stock merger with Hunno
         Technologies,  Inc. (Korea) was rescinded on March 24, 2003 The Company
         has determined that the fair value of the assets and liabilities
         transferred were substantially similar to their fair value at the time
         of the merger. Both parties have agreed to absorb their own expenses in
         this transaction. The Company has incurred no expenses for this
         transaction because of the above and because Hunno has only had losses,
         no gain loss has been recognized in this transaction.

         All the stock that was issued in connection with the acquisition of the
         subsidiary has been canceled by the company pursuant to the merger
         agreement. Pursuant to the merger agreement the former officers and
         directors of Hunno Technologies, Inc. upon their resignation elected
         Marc Baker as president and sole director of the company.

                                      F-9

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

None.


                                       19
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 directors and executive officers:

Name            Age             Positions

Stacy Kaufman    36            President, Chief Executive Officer and Director
                               (until resignation on March 16, 2001)

Marc Baker       40            President and Director (commencing March 16, 2001)

Business Experience of Principal. Our present management commencing March 16,
2001, consists of Marc Baker, who serves as our president, sole executive
officer, director and a control shareholder, owning 68.1% of our issued and
outstanding shares. Mr. Baker is a certified public accountant licensed in the
State of Florida. During the past five years, Mr. Baker has had experiences in
negotiating mergers, acquisitions and stock purchase agreements involving
several different private operating companies with public non-operating
companies. Some of these public non-reporting companies involved in these
transactions continued to be non-reporting companies under the Exchange Act
after the transactions or became reporting companies and then ceased to report
under the Exchange Act. However, Mr. Baker was not part of the post-transaction
management in these non-reporting companies. Mr. Baker has also provided
consulting services to independent public accounting firms and attorneys in
several transactions which services have facilitated other companies in becoming
operating companies. Mr. Baker has also worked closely with the professionals
engaged by the entities seeking to enter into Business Combinations, similar to
those that we may pursue for the purpose of due diligence and evaluation of
target businesses and conducting negotiations for Business Combinations.

During the past five years, Mr. Baker served as an officer and director of the
public non-operating companies each of which entered into a Business
Combination. (i) Life Industries Inc. - Mr. Baker served as president of Life
Industries Inc., a public non-operating company, that filed its Form 10 in 1995,
prior to Mr. Baker's involvement, but never filed any Exchange Act reports. Mr.
Baker after becoming president of Life Industries caused Life Industries to
engage an accounting firm and legal representation so that it could enter into a
business combination with Quill Industries, an operating company, in 1997. At
the date of the transaction with Quill, Mr. Baker resigned his position as an
officer and director and disposed of his share interest in Life Industries to an
unaffiliated party. Prior to the business combination between Life and with
Quill, and as a result of Mr. Baker's efforts, Life Industries had available
current information required by Rule 15c-2-11, which permitted a market maker to
enter quotes for the Life shares on the pink sheets. However, while Quill
Industries on August 21, 1998 filed a Form 10-SB under the Exchange Act to
become a reporting company, which was after Mr. Baker's resignation, the Form
10-SB was withdrawn on June 4, 1999 and Life Industries never filed any reports
under the Exchange Act. Pursuant to the transactions involving Life Industries,
Mr. Baker was granted options to purchase 140,000 Life Industries shares,
exercisable at a price of $.10. Mr. Baker exercised the options and sold the
underlying shares at prices ranging from $.50 to $1.00; (ii) Stetson Oil
Exchange Inc. - Mr. Baker was an officer and director of Stetson Oil Exchange
Inc., a public non-operating company that entered into a business combination
transaction with Telecom Wireless Corp., an operating company, in 1998, and
resigned his positions and disposed of his share interest in Stetson when it
entered into a business combination with Telecom Wireless. Telecom Wireless
became a reporting company under the Exchange Act and its shares were traded on
the OTC:BB until the shares were delisted for failure to continue to remain
current under the Exchange Act. Pursuant to the transactions involving Stetson
Oil, Mr. Baker was granted options to purchase 1,400,000 shares of Stetson
exercisable at a price of $.50. Mr. Baker assigned his right to under the option
with respect to 925,000 shares for consideration of $225,000 to a third party.
The option with respect to the remaining 475,000 shares was exercised at $.50
which shares were sold at an average price of $.75 per share; (iii) Skintek
Labs, Inc., formerly known as Biologistics Inc. - Mr. Baker was an officer and
director of Biologistics Inc. which was a public non-operating company. When it
entered into a merger agreement with Performance Brands, Inc. in 1999, it
changed its name to Skintek Labs Inc. and became an operating company. Mr. Baker


                                       20


resigned as an officer and director of SKNT upon the merger. Skintek Labs
continued to be an operating and reporting company under the Exchange Act until
the Share Transfer Agreement with PBI, at which time it became a non-operating
company. Its shares are subject to quotation on the OTC:BB. Mr. Baker made total
net cash advances to SKNT while he was merger consultant in the amount of
$740,577 which were converted into 4,236 restricted SKNT shares. In addition,
Mr. Baker was issued 12,000 restricted shares in March 2001 in connection with
the change in control as non-cash compensation which resulted in an expense of
$1,200,000 during the first quarter of 2001; (iv) Union Chemical Corp. - Mr.
Baker was president of Union Chemical Corp., a public non-operating company that
was never a reporting company under the Exchange Act. Mr. Baker acquired control
of Union Chemical for $125,000 in cash and prior to Union Chemical entering into
a merger agreement with HotYellow98.com, an operating company, Mr. Baker sold
his interest in Union Chemical for $150,000 and resigned as president prior to
Union Chemical. Mr. Baker had no involvement in the merger transaction.
HotYellow filed a registration statement on Form 10-SB on August 23, 1999, but
never filed any required Exchange Act reports and is not current under the
reporting requirements under the Exchange Act; (v) National Venture Capital
Fund, Inc. - Mr. Baker was the secretary-treasurer and a director of National
Venture Capital Fund, Inc., a non-operating company that filed its Form
10-SB/12g on May 6, 1999 and filed its annual report for its year ended April
30, 2000 and its quarterly report for the first quarter ended July 31, 2000 but
has failed to file the required quarterly reports under the Exchange Act and is
therefor not current in its reporting requirements. Mr. Baker resigned as an
officer and director of National Venture Capital in October 2001 and never
received any compensation nor was he issued any shares or securities from this
issuer; (vi) BSD Healthcare, Inc. - Mr. Baker is presently also serving as
President and director of BSD Healthcare, Inc., a non-operating company, which
is current in its reporting requirements under the Exchange Act. Mr. Baker was
issued 6,750,000 restricted shares by BSD in December 2000 at par value. Mr.
Baker has negotiated on behalf of BSD the sale or transfer of his control
interest, pursuant to which BSD has changed its name to BSD Software and is
expected to have a change in control; (vii) Combined Professional Services,
Inc., a current reporting company that had no operations through its year ended
December 31, 2001. Mr. Baker was elected as director on February 27, 2001
following which former officers and directors resigned. Mr. Baker appointed
himself as president and as sole officer and director is pursuing acquisitions
for Combined Professional Services. Mr. Baker was issued 2,300,000 restricted
shares by Combined Professional Services none of which have been sold. It has
recently concluded an acquisition of less than 5% interest in an operating
company and is negotiating to acquire an additional interest in this entity; and
(viii) Mr. Baker was elected as a director of Optical Concepts of America, Inc.,
a non-operating, non-reporting public company during 2000. Following his
election as a director, the sole officer and director resigned and Mr. Baker was
issued 35,000,000 restricted shares at a subscription price of par value of
$0.001 per share. None of these shares have been sold and Mr. Baker has funded
the costs of professional accounting fees in order for Optical Concepts to
complete the audit of its financial statements for 2000 and 2001. Optical
Concepts has filed its Form 10-SB for the purpose of becoming a reporting
company under the Exchange Act. The costs of less than $5,000 funded by Mr.
Baker for Optical Concepts have not been significant. From 1994 to 1996, Mr.
Baker was a managing director of Paige and Associates, an investment banking
firm with offices in Deerfield, FL.


                                       21


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.

Stacy Kaufman served as our full-time President, Chief Executive Officer and
sole director from the 1999 merger between SKNT and PBI until his resignation
dated March 16, 2001. Mr. Kaufman was the founder of PBI and its chief executive
officer, director and principal shareholder from PBI's inception in September,
1995. Mr. Kaufman has worked for SKNT and its predecessor, PBI, 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. This Employment
Agreement was terminated in connection with the Share Transfer Agreement dated
as of April 30, 2001, which was executed after Mr. Kaufman's resignation on
March 16, 2001. See Part III, Item 10, "Executive Compensation" below.

Section 16(a) Beneficial Ownership Reporting Compliance:

Compliance with Section 16(a) of the Exchange Act. We became subject to the
requirements of the Exchange Act in 1999. Our former and present officers,
directors and 10% shareholders have informed us that they have filed the
required Forms 3, 4 and 5 although these were filed late.


ITEM 10. EXECUTIVE COMPENSATION

                                                                     Long Term Compensation

                                Annual Compensation                    Awards             Payouts
----------------------------------------------------------------------------------------------------
      (a)        (b)       (c)         (d)          (e)           (f)           (g)          (h)             (i)
--------------------------------------------------------------------------------------------------------------------------

Name and         Year     Salary      Bonus     Other Annual  Restricted    Securities     LTIP            All other
Principal                                       Compensation     Stock      Underlying     Payouts      compensation
Position                                                       Award(1)     Options/SAR
--------------------------------------------------------------------------------------------------------------------------
                           ($)         ($)          ($)          (#)          ($)            ($)            ($)
--------------------------------------------------------------------------------------------------------------------------
Marc Baker,     Since                   0            0             0             0            0               0
President and   March       0
Chairman         2001
--------------------------------------------------------------------------------------------------------------------------
                                        0                          0         1,000(1)         0               0
Stacy Kaufman,   2000    112,115                     0
President and
Chairman
--------------------------------------------------------------------------------------------------------------------------
Stacy Kaufman,   1999    101,923        0                          0         1,000(1)         0               0
President and                                        0
Chairman
--------------------------------------------------------------------------------------------------------------------------
Stacy Kaufman,   1998     65,942        0                          0             0            0               0
President and                                      80,000
Chairman
--------------------------------------------------------------------------------------------------------------------------
Cathy Kaufman    2000     16,000        0                          0             0            0               0
Secretary,                                           0
Treasurer
--------------------------------------------------------------------------------------------------------------------------
Cathy Kaufman    1999     6,350         0                          0             0            0               0
Secretary,                                           0
Treasurer
--------------------------------------------------------------------------------------------------------------------------
Cathy Kaufman    1998       0           0                          0             0            0               0
Secretary,                                           0
Treasurer
--------------------------------------------------------------------------------------------------------------------------


                                       22




(1)   Based upon the Company's 1999 Employment Agreement with Mr. Kaufman,
      options to purchase 5,000 shares were granted, subject to vesting upon
      certain levels of cumulative revenues, discussed below. All options were
      exercisable at $250 per share and no options were ever exercised. In
      connection with Mr. Kaufman's resignation effective March 16, 2001, all
      options, including the 1,000 shares that vested in each of 1999 and 2000
      and the 3,000 unvested unvested options were canceled and any and all
      rights of and obligations to Mr. Kaufman under the 1999 Employment
      Agreement terminated.

Stacy Kaufman has served as SKNT's chief executive officer and president during
the respective years set forth above. On March 30, 1999, SKNT entered into the
1999 Employment Agreement, a five year executive employment agreement, with Mr.
Kaufman, which provided 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, which consisted of Mr. Kaufman. The 1999 Employment Agreement also
included incentive compensation in the form of stock options, granting Mr.
Kaufman the right to purchase 5,000 shares exercisable at $250 per share, which
expire March 29, 2009. The right to exercise the options was contingent upon the
the receipt of cumulative revenues, as follows: if and when the cumulative
revenues reached $700,000, the option to exercise 1,000 shares vested; at
$1,540,000 in cumulative revenues options to purchase an additional 1,000 shares
vested; and at $2,548,000, $3,757,600 and $5,209,120 in cumulative revenues,
respectively, options to purchase additional increments of 1,000 shares were to
vest. The options to purchase a total of 2,000 shares had vested based upon
cumulative revenues in 1999 and 2000. None of the options were ever exercised
and all of the vested and unvested options were canceled upon Mr. Kaufman's
resignation effective March 16, 2001 and in connection with the Share Transfer
Agreement between SKNT, PBI and Mr. Kaufman. 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 July 10, 2002, 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      Percent of Class
                                                              Beneficial Ownership      Outstanding (1)
-----------------------------------------------------------------------------------------------------------
Common Stock   Stacy Kaufman, former president and                6,743 (2)(3)                 0%
               director, 1750 NW 65th Ave., Plantation,
               FL 33313
-----------------------------------------------------------------------------------------------------------
Common Stock   Cathy Kaufman, former secretary and
               treasurer, 1750 NW 65th Ave., Plantation,           6,167 (3)                   0%
               FL 33313
-----------------------------------------------------------------------------------------------------------
Common Stock   Marc Baker, president and director, 2700
               North Avenue, Suite 305, Hollywood, FL            12,516,237 (4)              91.6%
               33020
-----------------------------------------------------------------------------------------------------------
Common Stock   All Officers and Directors as a Group (one        12,516,237 (4)              91.6%
               person)
-----------------------------------------------------------------------------------------------------------


                                       23



(1)   Based upon 12,024,102 shares issued and outstanding at July 10, 2002.

(2)   Includes 6,167 shares jointly owned of record and beneficially by Stacy
      Kaufman and his wife, Cathy Kaufman, as JTWROS issued in connection with
      the March 1999 merger with PBI, and 576 shares solely owned of record and
      beneficially by Stacy Kaufman, with respect to which Cathy Kaufman
      disclaims any beneficial interest, which was issued to Mr. Kaufman in
      November 1998.

(3)   A total of 6,167 shares are owned of record and beneficially by Stacy
      Kaufman and Cathy Kaufman, as JTWROS.

(4)   Marc Baker is the sole officer and director of SKNT. Mr. Baker was issued
      4,236 shares in consideration for his net cash advances of $740,577 to
      SKNT from March 1999 through March 2001 while he was SKNT's merger
      consultant. Mr. Baker was also issued 12,000 shares in March 2001 and 10.5
      million shares in May 2002.

Reference is made to the discussion under Item 10, "Executive Compensation"
regarding Mr. Kaufman's 1999 Employment Agreement. On March 16, 2001, Mr. Baker
was appointed a board member and was subsequently elected president of SKNT and
on the same date, Mr. Kaufman resigned as president and director of SKNT.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During fiscal 2001 and 2000, SKNT engaged in certain transactions with related
parties as disclosed below.

In November 1998 as consideration for services to SKNT valued at $104,166 prior
to the merger with PBI, Mr. Kaufman was issued 577 shares. As of December 31,
1998, and as reflected in Note 2 to the Notes to Financial Statements, Stacy
Kaufman, our former president and sole director, owed the Company $60,767. In
March 1999 SKNT entered into a merger with PBI pursuant to which Stacy Kaufman
was issued 6,167 shares in consideration for all of the shares of PBI, which had
a book value of $357,789 at the date of the merger. During the year ending
December 31, 1999, Mr. Kaufman repaid $42,000 and borrowed an additional
$83,264. Interest of $5,280 was accrued, resulting in a balance of $107,311.
This item was reflected in current assets in SKNT's consolidated balance sheet
as due from stockholders at December 31, 1999, which was 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, Mr. Kaufman 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. At
December 31, 2000, SKNT's current assets in the consolidated balance sheet
reflected $87,430 due from stockholders, related to the transactions with Mr.
Kaufman.


                                       24



Reference is made to the discussion under Item 1, Description of Business and
specifically to the discussion under "Recent Developments-Skintek Labs, Inc."
related to SKNT's divestiture of PBI and the Share Transfer Agreement between
SKNT, PBI and Kaufman, dated as of April 30, 2001, which is attached as Exhibit
10.1 to the amended Information Statement on Schedule 14C filed by SKNT with the
SEC. A summary of the material terms of the Share Transfer Agreement is
disclosed in Item 1 above and in the Schedule 14C, which is incorporated by
reference herein. As a result of the Share Transfer Agreement, SKNT has no
assets and no liabilities and the amount formerly due from Kaufman at December
31, 2000 has been transferred to PBI as have all other assets and liabilities.
The book value of the assets transferred was $217,131.

Mr. Baker, who became a director of SKNT on March 16, 2001 as disclosed above,
had previously served as SKNT's merger consultant in connection with the PBI
merger. As merger consultant, Mr. Baker made initial net cash advances totaling
$541,667 to SKNT which were converted into 1,083,338 restricted shares in March
1999. Additional cash advances of $96,252 were made by Mr. Baker and in
addition, Mr. Baker had a subscription payable of $392,287 as of July 1999 which
cash advance and subscription was applied to the issuance to Mr. Baker of an
additional 2,070 restricted shares in July 1999. Prior to year end December 31,
1999, Mr. Baker made additional cash advances of $18,000 which reduced his
subscription payable to $374,287 at year end 1999.

During 2000, Mr. Baker made additional payments of $72,293 toward his
subscription payable which was reduced to $301,994.

During the first quarter of 2001, Mr. Baker paid an additional $12,365 toward
the subscription receivable, resulting in a subscription receivable of $289,629
as of March 31, 2001. During the quarter ended June 30, 2001, the subscription
receivable of $289,629 from Mr. Baker was waived in connection with his
acquisition of control and the divestiture of PBI under the Share Transfer
Agreement.

Reference is also made to the disclosure under "Recent Sales of Unregistered
Securities" contained in Item 5 above. The total net cash advances made by Baker
while he was merger consultant, from March 1999 through March 2001 was $740,577,
which was effectively converted into 4,236 restricted SKNT shares that were
issued from March 1999 to July 1999. The average conversions price of Mr.
Baker's net cash advances while he served as merger consultant was $175 per
share.

On March 16, 2001, Mr. Baker also acquired voting control of SKNT by his
purchase of 12,000 restricted SKNT shares for no consideration. In determining
to issue Mr. Baker the 12,000 restricted SKNT shares, SKNT considered the net
cash advances made by Baker of $740,577 during 1999, 2000 and through March
2001, that he converted into 4,236 restricted SKNT shares at an average price
per share of $175 and that at the date of the sale of the 12,000 restricted
shares SKNT had no continuing business operations or assets. SKNT shares have
had only a limited and sporadic trading market, and we believe that the
collective transactions including the issuance of the 12,000 shares to Mr. Baker
for no consideration, was fair. While there was no trading in the SKNT shares on
March 16, 2001, the closing bid price of the SKNT shares on that date was $.20
($100 per share adjusted for the 500 for 1 reverse share recapitalization) and
non-cash compensation of $1,200,000 was expensed by the Company. Mr. Baker was
issued 10.5 million shares in May, 2002 for no consideration, which will be
expensed as non-cash compensation during the second quarter of 2002.


                                       25
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)

19             Reports Furnished to Security Holders-Amendment to Schedule 14C
               and Exhibit 10.1 thereto (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., which was rescinded effective February 21, 2001, ab
initio, as if the transaction did not occur. The transaction which was to take
the form of a share exchange, was 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.


                                       26
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.

By: /s/ Marc L. Baker
        Marc L. Baker,
        President, Chief Executive Officer and Chairman


Dated: May 14, 2003`