This invention relates to in-situ preparation of the derivatives of various hydroxy acids (HA), such as alpha-(Alpha) Hydroxy Acids (AHA), beta-(Beta) Hydroxy Acids (BHA), and Poly-Hydroxy Acids (PHA) with certain skin beneficial organic hetero-atom bases and their application in skin resurfacing (exfoliation), and in the synergistic treatment and regulation of topical disorders of skin such as skin aging, wrinkles, acne, rosacea, age-spots, canker sores, striae distensae (stretch marks), pimples, skin redness, and dry skin conditions of cracking, flaking, and scaling. Most HA derivatives produced by the in-situ method do not cause skin irritation and skin redness effects that are commonly experienced with AHA and BHA, yet there is no loss of their skin beneficial effects. These compositions can be traditional water and oil emulsions, liposomes, suspensions, colloids, solutions, masks, muds, serums, sprays, gels, lotions, creams, cleansers, and anhydrous systems, thus offering a wide choice of formulations to meet their consumer appeal and acceptance requirements.