(Issuer’s telephone number)

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

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

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

This growth has been the result, in part, of the increasing public awareness of the potential danger to skin and health from prolonged exposure to the sun and the fact that the ozone layer will continue to erode over the next 20 years. A recent article in Soap/Cosmetics/Chemical Specialties magazine projected a trend toward products with higher SPFs (Sun Protection Factor), which is the measure of the UVB protection in a sun care product. In the same publication, it was reported that there was a trend in the US for the use of sunscreens year-round. As the public becomes more and more educated on the dangers of excess exposure to the sun, it will be realized that UVA rays are present the entire year, not just during the summer, when UVB rays are the strongest. Notwithstanding the foregoing, there can be no assurance that any future growth in the industry will benefit the Company, nor that the Company will share in any increase.

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

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

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

Products in the sun and body care business consist primarily of body lotions, oils, and gells 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. Madee of a variety of materials, such as sea sponges, nylon or a combination of polyurethane/nylon in a form of an oversized sponge.

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

Major corporations as well as individual entrepreneurs and businesses are capable of modifying existing sun care formulas on the market and, with a reasonable investment, begin selling competitive products in a fairly quick time-frame, as large staffs are not needed to be successful in this industry, provided that a company has qualified sales and marketing efforts.

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The industry is growing in many ways domestically and internationally, which should continue to serve to attract competition. There are many new sun care products and many new consumers, for which the Company must compete.

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

The Company’s ability to compete will also be dependent upon its success in establishing itself in the field of SPF soaps/body washes, of which there can be no assurance. Sunscreens have been used as a major ingredient in face creams for several years by major manufacturers, which entities will be in position to compete with the Company.

With respect to the Company’s professional skin fitness line, sold in gyms and health food stores, the Company has one principal competitor, Jan Tana. Notwithstanding the belief of the Company that it will be able to successfully compete, there can be no assurance that it will be able to compete with any entities that have established presences in the markets in which the Company seeks to compete.

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

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

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

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

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

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

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

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

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The Company’s products are sold through a variety of retail outlets, including drug chains, grocery/supermarkets, health food stores, and tanning nail and hair/beauty salons, among other outlets. The Company owns the following registered or trademarked proprietary names: ProTan(R), SOAPSCREEN(R), Sunscreen Barrier System(R), Earthen Naturals(TM), Earthen Treasures(TM), Beauty Bites(TM), and Meta Slim 2000(TM). In addition, the Company has a patent pending and several PCT patents pending for its liquid body wash and sunscreen compositions. The Company presently is marketing and selling products under the names ProTan(R), SOAPSCREEN(R), Sunscreen Barrier System(R), Earthen Naturals(TM), Earthen Treasures(TM), and plans to commence marketing efforts under the trade names, Beauty Bites(TM), and Meta Slim 2000(TM). There can be no assurance that the Company will be able to generate market acceptance for the new products or be able to continue to develop and grow the market for existing products. The Company also utilizes approximately fifty wholesale distributors to market and sell its products, which distributors also inventory, ship and bill the Company’s customers directly, as part of their distribution services.

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

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

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

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

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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 flormulations recognized as "trade secrets" the actual impact of the FDA regulation is limited. However, by law, all the ingredients of a product must be listed on the label. These are listed in order of predominance, which means the percentage of the make-up or composition of each product.

At present, the FDA does not require safety testing on any ingredient that goes into cosmetics or perfumes. Only once the product is on the market does the FDA have any regulatory authority. The FDA must prove in court that the product is unsafe before it can require the product to be removed from the marketplace. Nevertheless, on many occasions, manufacturers will voluntarily recall a product that is in question, either as a result of the manufacturer’s own determination or any public report, or otherwise. The FDA does not require companies to register with the FDA, file the ingredients used, or even keep a record of injuries related to use of their products. In the event of any recall of one or more of the Company’s products, the potential adverse impact would be based on the revenues lost from a particular product that would be recalled. No other actions or impact should result against the overall business of the Company. None of the Company’s products are hazardous or contain any hazardous additives and therefore, the Company does not believe that there could exist any claim from consumers or any businesses that buy and use the Company’s products.

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

During the Company’s fiscal years ended December 31, 1998 and 1997, respectively, the Company had sales of $429,914 and $463,002, respectively. The reason for the slight decline in sales from fiscal 1997 to 1998, was principally due to the delay by the Company bringing the new product, SOAPSCREEN(R) to the market, as a result of the Company’s determination to have clinical testing completed on SOAPSCREEN(R) in order to proceed with the patent application. In order to bring the new SOAPSCREEN(R) product to the market, the Company devoted more resources, including marketing and personnel resources to this effort, which had a marginal impact on sales, which declined approximately $33,000 from 1997 to 1998. It should be understood, however, that the Company is not dependent upon any single product for a material percentage of its sales. The Company incurred a net loss of $469,573 ($0.12 per Share) during 1998, compared to a net profit of $60,323 ($0.02 per Share) for the prior fiscal year.

For the nine-month period ended September 30, 1999, the Company had sales of $848,396, compared to sales of $347,349 during the nine month period ended September 30, 1998. This increase in sales was due to the acceptance of several newly introduced skin care products, including SOAPSCREEN(R), Slim Tan(R), expansion of its existing Pro-Tan(R) product line, and several private label products. The Company was able to introduce these products and expand its line and marketing as a result of increased cash flow from operations and funds from financing activiities. During the nine month period ended September 30, 1999 and 1998, the Company received from financing activities $445,408 and $66,500, respectively.

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During such nine month period ended September 30, 1999 and 1998, respectively, the Company had a net loss of $77,405 ($0.02 per Share) and $301,264 ($0.09 per Share), respectively. During the three-month period ended September 30, 1999, the Company had sales of $305,561 compared to sales of $125,045 for the comparable three-month period in 1998. For these three-month periods, the Company had a net loss of $80,914 ($0.01 per Share), compared to $86,552 ($0.03 per Share) for the prior year. See the Financial Statements attached hereto, which reflect increased sales and operating expenses associated with the increased sales efforts and results.

The Company’s net loss for the year ended December 31, 1998, was principally the result of significantly higher expenditure on selling, general and administrative expenses, which was $636,743 during 1998, compared to $165,133 during the prior fiscal year. The Company expended more funds (an increase of 800%) during 1998, compared to fiscal 1997, for selling expenses, to pay for the introduction of its SOAPSCREEN(R) product line. The Company’s administrative expense increase by approximately 225% from 1997 to 1998, which was principally the result of costs associated with the merger, and general expenses increased related to the use of outside consultants for the development and marketing stages to launch the SOAPSCREEN(R) product line.

The development of the SOAPSCREEN(R) product line required outside consultants for formula development, clinical testing and package design. Becasue these consultants provide services in the area deemed to be "work in progress", stage of product development, and not in the "finished goods" stage, these expenses have been classified by the Company as general. The Company continues to introduce new products, including the launch of the SlimTan(R) food bar and vitamin supplement line, which it should begin to sell in January, 2000, and the introduction of the Quick Tan(TM) food bars, also in January, 2000. Both of these lines are principally aimed at the professional hair, nail and tanning salon professional markets.The Company believes that it will be required to continue to expend funds for existing and new products, which it estimates, will be approximately $1,000,000 over the next 12 months. Of this amount, approximately 5% on clinical support, such as ingredient research and sunscreen testing, as applicable, 2% for package design, sales literature and ad design, 5% for public relations, 10% for trade show participation and related travel, and 10% on advertising. The remaining 68% will be allocated to inventory financing and general operations.

Liquidity and Capital Resources

The Company, at September 30, 1999 had current assets of $806.476, compared to current assets of $186,927 at December 31, 1998. The increase in current assets is the result of increased sales, which led to increased cash, accounts receivable, inventory and stock subscriptions receivable. The Company’s accounts receivable are all current and collectible, with no return privileges, and the inventory is all ready for sale. The increase in inventory consists of both finished products and components used for manufacturing finished products. The Company’s sales policies do not provide any customers with any return privileges and sales are not contingent.

The Company’s current liabilities were $180,263 at September 30, 1999 compared to $372,033 at December 31, 1998. The Company achieved this improvement principally as a result of the conversion of short-term debt into equity, and increased cash flow from operations. On November 13, 1998, a merger consultant’s note for $82,333 was converted into 164,667 Shares and 208,333 Shares were issued under Rule 144.

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On March 31, 1999, $541,667 of merger consultant’s note was converted into 1,083,338 Shares, and on July 6, 1999, a total of 1,034,933 Shares were sold to the merger consultant at price of $.50 per Share, resulting in stock subscriptions receivable of $392,286, after the quarter’s payments to the Company by consultants. During 1998 and 1999, a merger consultant advanced the Company $514,000 and paid an additional $117,915 in merger related expenses for the Company.

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

The season for the Company’s sun protection products is from January through August. The Company believes that as it adds to its product line, it would hope to increase the use of its products year round. Material events that would effect the Company’s financial condition relate directly to the market acceptance for existing and new products. Any decline in acceptance would adversely effect the Company’s ability to increase its distribution, which in turn would increase its sales. The Company’s liquidity and future success shall be dependent upon the market acceptance of the Company’s proprietary liquid body wash with sunscreen, which the Company believes is the only product of its kind on the market. The Company hopes to expand into the "functional foods" market with a new line of products under the Beauty Bites(TM) name. It does not presently have a budget allocated for this new product line.

The Company acquired its computer systems with an objective to being Year 2000 compliant. The Company has engaged the services of a qualified technician to determine the extent to which it may be vulnerable to third party Year 2000 issues. As a relatively new corporation, all computer equipment was purchased in 1998 or later and all such equipment and software is Year 2000 compliant. The Company uses Microsoft software and has installed all the available updates to this software. Further, Microsoft updates will be installed if any further software shall become available from Microsoft prior to the end of 1999. The Company has expended approximately $5,000 on hardware and software to become Year 2000 compliant. The Company has assessed and continues to assess whether its information and non-information technology systems will be effected by the Year 2000 issues. The Company has investigated its third party communications suppliers such as the telephone company and its Internet service provider and found that all are in the process of becoming Year 2000 compliant in 1999. Based upon current information, management believes that the necessary modifications have been made internally to effectively continue the Company into the Year 2000. However, management is continuing to monitor internal systems, and to assess the readiness of its systems, to ensure Year 2000 compliance. As a contingency, the Company has identified other communication suppliers who could provide the necessary service at a minimal cost to the Company, and a minimal effect on the operations of the Company. In the event no other communication suppliers can be found, there could be a material adverse effect on the Company and its operations. Based upon current information, the Company does not believe that the costs associated with Year 2000 compliance shall be material for the Company. The Company, prior to the year ended December 31, 1999, and to date, January 25, 2000, has not experienced any technical problems related to Year 2000 matters.

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As of January 25, 2000, the security ownership of the following persons and entities, who were either executive officers of the Company or were known to the Company to own more than five percent (5%) of the Company’s outstanding voting securities was as follows:

______

(1) Based upon 6,421,271 shares issued and outstanding at January 25, 2000, which includes 500,000 shares underlying a stock option by Stacy Kaufman as discussed below.

(2) Includes 3,083,333 shares jointly owned of record and beneficially by Stacy Kaufman and Cathy Kaufman, 288,333 shares solely owned of record and beneficially by Stacy Kaufman, with respect to which Cathy Kaufman disclaims any beneficial interest, and 500,000 shares underlying the option granted to Stacy Kaufman, presently exercisable at $.50 per share, with respect to which Cathy Kaufman disclaims any beneficial interest. See the discussion of the Option in the paragraph below and under Item 6, Executive Compensation.

(3) A total of 3,083,333 shares are owned of record and beneficially by Stacy Kaufman and Cathy Kaufman, jointly.

(a) The directors and executive officers are:

All directors hold office until the next annual meeting of stockholders of the Company and until their successors have been elected and shall qualify. Officers serve at the discretion of the Board of Directors. The Company contemplates prior to the end of the current fiscal year or during the first quarter of fiscal 2000, that it shall enter into an employment agreement with a chief chemist, Michael Dulak, the terms of which have not been determined as of the date of this Form 10-SB/12g/A.

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

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

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During fiscal 1997 and 1998 and to date, the Company has had no transactions with related parties, except for the executive employment agreement between the Company and its president and chief executive officer, Stacy Kaufman. See the discussion in the footnote to the table under "Executive Compensation" above.

The Company’s authorized capital stock consists of 50,000,000 shares of common stock, par value $.001 per share, and 1,000,000 shares of preferred stock, par value $.001, of which 360,000 shares are designated as series ‘A’ preferred stock. There are no shares of preferred stock issued or outstanding.

The series ‘A’ preferred stock has the following rights, preferences and limitations:

(1) Dividends: Mandatory preferential dividends, as a group, equal to 10% of the Company’s adjusted gross profit as reflected on its annual corporate income tax return, which dividend is to be paid, pro rata, among the holders of the issued and outstanding shares of A preferred within ten days of the filing of such return.

(2) Liquidation Preference: In the event of any liquidation, dissolution or winding-up of the Company, 10% of the Company’s assets shall be distributed, pro rata, to the holders of the A preferred before division and distribution of assets to the holders of the Company’s common stock.

(3) Voting Rights: The holders of A preferred shall have no voting rights.

(4) Conversion Rights: The holders of A preferred shall have the right to convert their shares of A preferred into shares of the Company’s common stock on the basis of three shares of common stock for every share of A preferred delivered to the Company for conversion. The procedure for delivering the certificates of A preferred to the Company and issuing common shares therefore shall be as designated by the Company’s board of directors.

The holders of shares of the Company’s common stock shall have one vote on each matter submitted to shareholders for vote, including the election of directors. There are no pre-emptive rights with respect to the shares of common stock. Further, holders of the shares of common stock are entitled to share pro rata on dividends, if and when declared and paid on the common stock, although there are no present plans that any dividends will be paid on the shares of common stock for the foreseeable future. Also, there are no cumulative voting rights for shares of common stock and therefore, the holders of a majority of the Company’s outstanding shares of common stock, represented by Stacy and Cathy Kaufman, will be able to elect the entire board of directors. The board of directors of the Company has the authority to designate the management of the Company and therefore control the Company.

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The Company’s common stock is traded over-the-counter in what is referred to as the "NASDAQ Bulletin Board". As of December 30, 1999, there were 7 markets makers in the Company’s stock. The following information with respect to the high and low market prices was obtained from the Company’s records. The Company’s shares on May 12, 1999 had a 1 for 6 reverse split, and the table below reflects such information.

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The Company is not a party to any litigation that is material. The Company is a defendant in an action pending in the Circuit Court in and for Broward County, Florida. The action alleges a claim for $15,000, which is the minimum amount necessary for jurisdictional purposes in order to commence an action in such court. The claim of the plaintiff, a model, alleges that the Company used plaintiff’s image without a consent. The Company does not believe that the action, if adjudicated against the Company, will not have a material adverse impact upon the Company or its financial condition. Further, the Company believes that it will be able to settle this action through negotiations with the plaintiff, at terms satisfactory to the Company, which it does not believe will exceed $5,000.

None. The Company’s independent accountant, Grassano Accounting, P.A., is the successor independent accounting firm to the independent accountant firm of Grassano and Associates. During the past two years, the Registrant’s financial statements have been audited by the accounting firms of Grassano Accounting P.A. and its predecessor firm, Grassano and Company. P.A. The predecessor accounting firm, Grassano and Company P.A., did not resign, decline to stand for re-election nor was it dismissed. Rather, it was reorganized as Grassano Accounting P.A. The principal accountant’s report on the financial statements for the past two years did not contain an adverse opinion or disclaimer of opinion, nor was any report modified as to uncertainty, audit scope, or accounting principles. There was no decision to change accounting firms, but rather, the Company’s board of directors ratified, recommended and approved the appointment of the successor accounting firm. There were no disagreements with the predecessor accountantinf firm, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to such accountant’s satisfaction, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report.

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The Company sold the following unregistered shares as set forth below during the past three years. In connection with the transactions, no commissions were paid to any person or entity, and no underwriter was involved, nor was any officer, director or affiliate of the Company paid or given any consideration.

(1) Each of the transactions was based upon the exemption from the registration provisions under Rule 504(D), Regulation D, promulgated pursuant to the Securities Act of 1933, as amended (the "Act") at $.50 per share. Under the provisions of Rule 504(D), the Company, as a non-reporting entity, relied upon this exemption, which permits up the sale of up to $1,000,000 in securities during a twelve month period. The shares sold to private investors, all of whom were sophisticated investors, were sold pursuant to a Regulation D exemption and provided above and the shares bear an appropriate legend. The shares issued to the consultant were issued for services in connection with the merger of the PBI into the Company, at a value of $.50 per share.

The Company’s Certificate of Incorporation provides that the Company indemnify all persons whom it may indemnify to the fullest extent allowed by the General Corporation Law of Delaware.

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The financial statements for the fiscal years ended December 31, 1998 and 1997, June 30, 1999 and 1998 (unaudited) and for the nine-month periods ended September 30, 1999 (unaudited) and 1998 (unaudited), are attached hereto.

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We have audited the accompanying consolidated balance sheets of Skintek Labs, Inc. (formerly Biologistics, Inc.) and Subsidiary (the "Company") as of June 30, 1999 and December 31, 1998, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the six months ended June 30, 1999 and 1998, and for the years ended December 31, 1998 and 1997, respectively. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. The consolidated financial statements give retroactive effect to the merger of Skintek Labs, Inc. and Performance Brands, Inc. (the Subsidiary), which has been accounted for as a reverse purchase as described in Note A of the accompanying notes to consolidated financial statements.

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

In our opinion, based on our audits and the reports of other auditors for 1998 and 1997, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Skintek Labs, Inc. (formerly Biologistics, Inc.) and Subsidiary at June 30, 1999 and December 31, 1998, and the results of its operations and its cash flows for the six months ended June 30, 1999 and for the years ended December 31, 1998 and 1997, respectively, in conformity with generally accepted accounting principles.

/s/ Grassano Accounting, P.A.

Boca Raton, Florida

August 16, 1999

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The accompanying Notes to Consolidated Financial Statements are an integral part of these Consolidated Statements.

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

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The financial information presented herein has been prepared by management without audit by independent certified public accountants.

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The financial information presented herein has been prepared by management without audit by independent certified public accountants.

The financial information presented herein has been prepared by management without audit by independent certified public accountants.

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

On March 31, 1999, $541,667 of merger consultant’s note was converted into 1,083,338 shares of common stock.

On July 6, 1999, 1,034,933 shares of common stock were sold to the merger consultant for $.50 per share, resulting in stock subscriptions receivables of $392,286 at September 30, 1999 after the quarter’s payments by consultants.

The financial information presented herein has been prepared by management without audit by independent certified public accountants.

Item 1. Index to Exhibits

Item 2. Description of Exhibits

Exhibit No. Document Description

3.1 Articles of Incorporation

3.2 Bylaws

10(iii) Material Contracts-Including Employment Agreement, and Stock Option Plans

23 Consent of Independent Public Accountants

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SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the registrant caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

SKINTEK LABORATORIES, INC.

Date: January 25, 2000 By: /s/ Stacy Kaufman, President