UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) of ~~the~~

~~SECURITIES~~the ~~EXCHANGE~~Securities ~~ACT~~Exchange OFAct of 1934

Date of Report (Date of ~~Earliest~~earliest ~~Event~~event ~~Reported~~reported): ~~July~~ 30January 2, ~~2008~~2009

~~SKINS~~Skins ~~INC~~Inc.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

Nevada	000-51119	20-4711789
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

Nevada (State or jurisdiction of incorporation or organization)	000-51119 (Commission File Number)	20-4711789 I.R.S. Employer Identification No.)

1115 Broadway, 12th Floor New York, NY 10010
(Address of principal executive offices)
Registrant's telephone number, including area code:	(212) 561-5111

1 Newark Street

~~(Former~~Suite ~~Name or Former Address, If Changed Since Last Report)~~25A

~~Check~~Hoboken ~~the appropriate~~New ~~box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~Jersey 07030

~~o Written communications pursuant to Rule 425 under the Securities Act~~ (17Address of ~~CFR~~principal ~~230.425)~~executive ~~o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12~~offices) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~(201) ~~1.01 Entry Into a Material Definitive Agreement~~377-5502

~~On July 30, 2008, Skins Inc.~~ (~~the “Company”) entered into a finders agreement with~~Registrant’s ~~Alicia~~telephone ~~Johnson pursuant to which the Company agreed to issued 200~~number,~~000~~ ~~shares of common~~including ~~stock~~area to Ms. Johnson in exchange for locating and placing Michael Solomon with the Company as its new Chief Financial Officer. Pursuant to the agreement, if during a six month probation period, starting on June 16, 2008, the Company terminates the employment of Mr. Solomon for cause or Mr. Solomon voluntarily terminates employment for any reason, Ms. Johnson agreed to use best efforts to locate the Company a suitable replacement candidate during the remaining portion of the six month period. Ms. Johnson agreed that the 200,000 shares issued to her can only be transferred or sold after the expiration of the six-month probation. In addition, if Ms. Johnson fails to present suitable replacement candidate for the Company, if such requirement should arise, the 200,000 shares issued to him would be returned to the Company and cancelled. code)

~~Item~~ (Former ~~5.02.~~Name ~~Departure of Directors~~ or ~~Certain~~Former ~~Officers;~~Address, ~~Election~~if ofChanges ~~Directors; Appointment~~Since ofLast ~~Certain Officers; Compensatory Arrangements of Certain Officers.~~Report)

~~On July 30,~~Check ~~2008,~~ the ~~Company and its Chief Financial Officer, Michael Solomon, entered~~ ~~into~~appropriate anbox ~~amendment~~below ~~(the~~if ~~“Amendment”) to~~ the ~~employment letter agreement dated July 9, 2008 that was entered into by and between the Company and Mr. Solomon., as reported in the Company’s Current Report on~~ Form 8-K ~~filed~~is ~~with~~intended ~~the Securities and Exchange Commission on July 11, 2008. Pursuant~~ to ~~the~~simultaneously ~~terms of the~~satisfy ~~Amendment,~~ the ~~150,000 restricted shares of the Company’s Common Stock that~~ ~~will~~filing beobligation ~~granted to Mr. Solomon upon the date~~ of the ~~Amendment~~registrant ~~and~~under ~~the~~any ~~250,000 restricted shares~~ of the Company’s Common Stock that will be granted to Mr. Solomon upon the three month anniversary of his start date, which was June 16, 2008, will be subject to various restrictions and subject to forfeiture, including the following provisions):

~~(i)~~[ ] Written ~~While~~communications anpursuant ~~employee of the Company, Mr. Solomon will only be able~~ to ~~sell~~Rule ~~the~~425 ~~shares~~under in the ~~event~~Securities ofAct a(17 CFR ~~corporate action such as a merger, acquisition, sale of substantially all of the Company’s assets, change in control, dissolution, or windup of the Company; however Mr~~230. ~~Solomon may, at the sole discretion of the Company, be allowed to sell some or all of the shares outside of this restriction.~~425)

~~(ii)~~[ ] Soliciting Ifmaterial ~~Mr.~~pursuant ~~Solomon is terminated without cause or terminates employment for good reason, each as defined in the Amendment, Mr. Solomon may keep any of the shares granted~~ to ~~him~~Rule ~~for~~14a-12 ~~five~~under ~~years from~~ the ~~date~~Exchange ofAct ~~termination;~~(17 CFR ~~however, Mr~~240. Solomon will only be able to sell the shares in the event of a corporate action, unless otherwise authorized by the Company in its discretion. If at the end of the five year period the Company has not completed a corporate action or the Company has not allowed Mr. Solomon to sell the shares then Mr. Solomon will lose rights in any remaining shares at that time.14a-12)

~~(iii)~~[ ] Pre-commencement Ifcommunications ~~Mr.~~pursuant ~~Solomon is terminated for cause, he will lose all rights~~ to ~~all~~Rule ~~shares~~14d-2(b) ~~granted~~under tothe Exchange ~~him~~Act or(17 ~~due~~CFR ~~to be granted to him immediately~~240.14d-2(b))

~~(iv)~~[ ] Pre-commencement ~~Any~~communications ~~sales~~pursuant ofto ~~the~~Rule ~~shares~~13e-4(c) ~~are~~under ~~further restricted by~~ the Exchange ~~applicable~~Act ~~securities~~(17 ~~regulations~~CFR ~~and in no event may a sale of the shares be in violation of such regulations or in conflict with the Company’s insider trading policy~~240.13e-4(c))

As used in this report, the terms "we", “us", “our", “our company" refer to Skins, Inc., a Nevada corporation.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Our disclosure and analysis in this Current Report on Form 8-K contains some forward-looking statements. Certain of the matters discussed concerning our operations, cash flows, financial position, economic performance and financial condition, and the effect of economic conditions include forward-looking statements.

Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include words such as "expects," "anticipates," "intends," "plans," "believes," "estimates" and similar expressions are forward-looking statements. Although we believe that these statements are based upon reasonable assumptions, including projections of orders, sales, operating margins, earnings, cash flow, research and development costs, working capital, capital expenditures and other projections, they are subject to several risks and uncertainties.

Investors are cautioned that our forward-looking statements are not guarantees of future performance and the actual results or developments may differ materially from the expectations expressed in the forward-looking statements.

As for the forward-looking statements that relate to future financial results and other projections, actual results will be different due to the inherent uncertainty of estimates, forecasts and projections may be better or worse than projected. Given these uncertainties, you should not place any reliance on these forward-looking statements. These forward-looking statements also represent our estimates and assumptions only as of the date that they were made. We expressly disclaim a duty to provide updates to these forward-looking statements, and the estimates and assumptions associated with them, after the date of this filing to reflect events or changes in circumstances or changes in expectations or the occurrence of anticipated events. You are advised, however, to consult any additional disclosures we make in our reports on Form 10-K, Form 10-Q, Form 8-K, or their successors.

Item 4.01 Changes in Registrant's Certifying Accountant.

Skins Inc. (“the Company”) appointed MHM Mahoney Cohen CPAs as the Company’s new auditor as approved by the Audit Committee of the Board of Directors on January 2, 2009. The Company was notified that the shareholders of Mahoney Cohen & Company, CPA, P.C. (“MC”), became shareholders of Mayer Hoffman McCann P.C pursuant to an asset purchase agreement. The New York practice of Mayer Hoffman McCann P.C. now operates under the name MHM Mahoney Cohen CPAs,

During the Company’s two most recent fiscal years ended December 31, 2007 and 2006 and through the date of this Current Report on Form 8-K, the Company did not consult with MHM Mahoney Cohen CPAs regarding any of the matters or reportable events set forth in Item 304 (a)(2) (i) and (ii) of Regulation S-K.

The audit reports of MC on the consolidated financial statements of the Company as of and for the years ended December 31, 2007 and 2006 “did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles”. The audit report of MC on the consolidated financial statements of the Company as of and for the year ended December 31, 2007 “included an emphasis paragraph relating to an uncertainty as to the Company’s ability to continue as a going concern”.

In connection with the audits of the Company’s consolidated financial statements for each of the fiscal years ended December 31, 2007 and 2006 and through the date of this Current Report on Form 8-K, there were (i.) no disagreements between the Company and MC on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of MC, would have caused MC to make reference to the subject matter of the disagreement in their reports on the Company’s financial statements for such years or for any reporting period since the Company’s last fiscal year end and (ii) no reportable events within the meaning set forth in Item 304 (a)(1)(v) of Regulation S-K.

The Company has provided MC a copy of the disclosures in the Form 8-K and has requested that MC furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not MC agrees with the Company’s statements in this Item 4.01. A copy of the letter, once furnished by MC in response to that request will be filed by amendment as Exhibit 16.1 to the Current Report on Form 8-K/A.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1		Offer Letter for Employment of Michael Solomon (incorporated by reference to Exhibit 99.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 11, 2008).
10.2		Amendment to Offer Letter for Employment of Michael Solomon dated July 30, 2008.
10.3		Employee Placement Agreement with Alicia Johnson dated July 30, 2008.

16.1 Letter from MHM Mahoney Cohen CPAs. (to be filed by amendment)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~ registrant has duly caused this report to be signed on its behalf by the undersigned ~~hereunto~~thereunto duly authorized.

Date: July 31, 2008	SKINS INC.
	/s/ Mark Klein
	Name Mark Klein
	Title: Chief Executive Officer

Skins Inc.

By: /s/ Mark Klein

Mark Klein

President and Chief Executive Officer

(Principal Executive Officer and Principal

Financial and Accounting Officer)

EXHIBIT INDEX

Exhibit Number		Description
10.1		Offer Letter for Employment of Michael Solomon (incorporated by reference to Exhibit 99.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 11, 2008).
10.2		Amendment to Offer Letter for Employment of Michael Solomon dated July 30, 2008.
10.3		Employee Placement Agreement with Alicia Johnson dated July 30, 2008.

Filing Compare · SKINS INC.