What changed in this filing

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Item 1. Financial Statements

2020-11-23 compared with 2020-08-19 · 633 added, 620 removed, 167 unchanged (88% of the section changed)

2 unchanged sentences

are as follows:

Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019 (unaudited);

Consolidated Statements of Operations for the three and six months ended June 30, 2020 and 2019 (unaudited);

Consolidated Balance Sheets as of September

30, 2020 and December 31, 2019 (unaudited);

Consolidated Statements of Operations for the

three and nine months ended September 30, 2020 and 2019 (unaudited);

Consolidated Statements of Stockholders’

Deficit for the three and six months ended June 30, 2020 and 2019 (unaudited);

Consolidated Statements of Cash Flow for the three and six months ended June 30, 2020 and 2019 (unaudited);

Deficit for the nine months ended September 30, 2020 and 2019 (unaudited);

Consolidated Statements of Cash Flow for the

three and nine

months ended September 30, 2020 and 2019 (unaudited);

Notes to Consolidated Financial Statements.

3 unchanged sentences

In the opinion of management, all adjustments considered necessary for a fair presentation have been included.

results for the interim period ended June 30, 2020 are not necessarily indicative of the results that can be expected for the full

SKINVISIBLE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

results for the interim period ended September 30, 2020 are not necessarily indicative of the results that can be expected for

the full year.

CONSOLIDATED BALANCE SHEETS

Current assets

receivable (including $4,370 and nil, from related parties respectively)

expense and other current assets

7 unchanged sentences

from related party

notes payable

notes payable, current portion

current liabilities

notes payable related party, net of unamortized discount of $2,603,581 and $3,060,970 respectively

notes payable, net of unamortized debt discount of $229,102 and $254,450, respectively

notes payable, net of current portion and unamortized debt discount of $216,289 and $254,450, respectively

Total liabilities

Stockholders' deficit

Common stock;

$0.001 par value;

200,000,000 shares authorized;

4,471,746 and 4,471,746 shares issued and outstanding at June 30, 2020 and December

31, 2019, respectively

4,539,843 and 4,471,746 shares issued and outstanding at September

30, 2020 and December 31, 2019, respectively

Shares payable

3 unchanged sentences

liabilities and stockholders' deficit

See Accompanying Notes to Consolidated

Financial Statements.

See Accompanying Notes to

Condensed Consolidated Financial Statements.

SKINVISIBLE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

- related party

Revenues related party

Cost of revenues

Operating expenses

and amortization

general and administrative

4 unchanged sentences

on extinguishment of debt

other expenses

other expense

$ (1,152,636 )

$ (1,274,852)

Basic loss per

Diluted loss per common share

weighted average common shares outstanding

diluted weighted average common shares outstanding

See Accompanying Notes to Consolidated Financial

Basic weighted

average common shares outstanding

weighted average common

See Accompanying Notes to

Condensed Consolidated Financial Statements.

SKINVISIBLE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’

the Three and Six months Ended June 30, 2020

Paid-in Capital

9 unchanged sentences

$ (3,750,044)

the Three and Six months Ended June 30, 2019

Additional Paid-in

Stockholders' Deficit

Shares issued for shares payable

September 30, 2020

$ (34,405,432 )

$ (4,159,803)

Paid-in Capital

Stockholders’

December 31, 2018

12 unchanged sentences

$ (2,231,146)

See Accompanying

Notes to Consolidated Financial Statements.

CONDENSED CONSOLIDATED

STATEMENTS OF CASH FLOWS

September 30, 2019

$ (32,825,517 )

$ (2,579,888)

See Accompanying Notes to

Condensed Consolidated Financial Statements.

SKINVISIBLE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Cash flows from operating

to reconcile net loss to net

$ (1,152,636 )

$ (1,274,852)

to reconcile net loss to net cash

provided (used) by operating activities:

and amortization

of debt discount

1 unchanged sentence

in operating assets and liabilities:

(Increase) in prepaid assets

in prepaid assets

in accounts receivable

15 unchanged sentences

paid for interest

paid for income taxes

SUPPLEMENTAL DISCLOSURE

2 unchanged sentences

conversion feature on convertible debt

stock issued on extinguishment of debts

See Accompanying

stock issued for settlement of shares payable

See Accompanying Notes to

Condensed Consolidated Financial Statements.

SKINVISIBLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

OF BUSINESS AND HISTORY

of business –

Skinvisible, Inc., (referred to as the “Company”) is focused on the development, manufacture

and sales of innovative topical, transdermal and mucosal polymer-based delivery system technologies and formulations incorporating

its patent-pending formula/process for combining hydrophilic and hydrophobic polymer emulsions.

The technologies and formulations

have broad industry applications within the pharmaceutical, over-the-counter, personal skincare and cosmetic arenas.

Additionally,

the Company’s non-dermatological formulations offer solutions for a broad spectrum of markets including women’s health,

pain management, and others.

The Company maintains executive and sales offices in Las Vegas, Nevada.

Description of business –

Inc., (referred to as the “Company”) is focused on the development, manufacture and sales of innovative topical, transdermal

and mucosal polymer-based delivery system technologies and formulations incorporating its patent-pending formula/process for combining

hydrophilic and hydrophobic polymer emulsions.

The technologies and formulations have broad industry applications within the pharmaceutical,

over-the-counter, personal skincare and cosmetic arenas.

Additionally, the Company’s non-dermatological formulations offer

solutions for a broad spectrum of markets including women’s health, pain management, and others.

The Company maintains executive

and sales offices in Las Vegas, Nevada.

History –

The Company was incorporated in Nevada on March 6, 1998, under the name of Microbial Solutions, Inc.

The Company underwent a name

change on February 26, 1999, when it changed its name to Skinvisible, Inc.

The Company’s subsidiary’s name of Manloe

was also changed to Skinvisible Pharmaceuticals, Inc.

26, 2017, the Company purchased 5,750,000 shares of common stock of Ovation Science Inc.

(“Ovation”) for $32,286,

which at the time of purchase the Company’s ownership represented 99.9% of the then issued and outstanding common stock.

On March 28, 2018 the Company sold its interest in Ovation to officers of the Company for $500,000 which at the time represented

a 37.80% interest in Ovation.

Inc., together with its subsidiaries, shall herein be collectively referred to as the “Company.”

The Company was incorporated

in Nevada on March 6, 1998, under the name of Microbial Solutions, Inc.

The Company underwent a name change on February 26, 1999,

when it changed its name to Skinvisible, Inc.

The Company’s subsidiary’s name of Manloe Labs, Inc.

was also changed

to Skinvisible Pharmaceuticals, Inc.

On September 26, 2017, the Company purchased

5,750,000 shares of common stock of Ovation Science Inc.

(“Ovation”) for $32,286, which at the time of purchase the

Company’s ownership represented 99.9% of the then issued and outstanding common stock.

On March 28, 2018 the Company sold

its interest in Ovation to officers of the Company for $500,000 which at the time represented a 37.80% interest in Ovation.

Skinvisible, Inc., together with its subsidiaries,

shall herein be collectively referred to as the “Company.”

OF PRESENTATION AND GOING CONCERN

Basis of presentation

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting

principles generally accepted in the United States of America for interim financial information and with the instructions to Quarterly

Report on Form 10-Q and Article 10 of Regulation S-X , and should be read in conjunction with the audited financial statements

and notes thereto contained in the Company’s most recent Annual Financial Statements on Form 10-K filed with the SEC on

May 14, 2020.

In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair

presentation of financial position and the results of operations for the interim period presented have been reflected herein.

The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year.

Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements

for the most recent fiscal period, as reported in the Form 10-K, have been omitted.

The condensed

consolidated balance sheet at December 31, 2019 has been derived from the audited financial statements at that date, but does

not include all of the information and footnotes required by generally accepted accounting principles in the U.S.

financial statements.

Basis of presentation –

The accompanying

unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted

in the United States of America for interim financial information and with the instructions to Quarterly Report on Form 10-Q and

Article 10 of Regulation S-X , and should be read in conjunction with the audited financial statements and notes thereto contained

in the Company’s most recent Annual Financial Statements on Form 10-K filed with the SEC on May 14, 2020.

In the opinion

of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position

and the results of operations for the interim period presented have been reflected herein.

The results of operations for the interim

period are not necessarily indicative of the results to be expected for the full year.

Notes to the financial statements which

would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period,

as reported in the Form 10-K, have been omitted.

The condensed consolidated balance sheet at

December 31, 2019 has been derived from the audited financial statements at that date, but does not include all of the information

and footnotes required by generally accepted accounting principles in the U.S.

for complete financial statements.

concern –

accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and

the satisfaction of liabilities in the normal course of business.

The Company has incurred cumulative net losses of $33,995,673

since its inception and requires capital for its contemplated operational and marketing activities to take place.

These factors,

among others, raises substantial doubt about the Company’s ability to continue as a going concern.

Managements plans for

the Company are to generate the necessary funding through licensing of its core products

and to seek additional debt and equity funding.

However, the Company’s ability to generate the necessary funds through

licensing or raise additional capital through the future issuances of common stock or debt is unknown.

The obtainment of additional

financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately,

to the attainment of profitable operations are necessary for the Company to continue operations.

The consolidated financial statements

of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

The Company's

operations and business have experienced disruption due to the unprecedented conditions surrounding the COVID-19 pandemic spreading

throughout the United States and elsewhere.

The spread of COVID-19 has caused a change in the availability of our staff and support

Due to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and financial markets.

The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a

revision of the carrying value of its assets or liabilities as of the date of issuance of this Quarterly Report on Form 10-Q.

These estimates could change in the future, as new events occur, or additional information is obtained.

OF SIGNIFICANT POLICIES

The accompanying financial statements

have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in

the normal course of business.

The Company has incurred cumulative net losses of $34,405,432 since its inception and requires capital

for its contemplated operational and marketing activities to take place.

These factors, among others, raise substantial doubt

about the Company’s ability to continue as a going concern.

Managements plans for the Company are to generate

the necessary funding through licensing of its core products and to seek additional debt and equity funding.

Company’s ability to generate the necessary funds through licensing or raise additional capital through the future issuances

of common stock or debt is unknown.

The obtainment of additional financing, the successful development of the Company’s contemplated

plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to

continue operations.

The consolidated financial statements of the Company do not include any adjustments that may result from the

outcome of these aforementioned uncertainties.

The Company's operations and business have

experienced disruption due to the unprecedented conditions surrounding the COVID-19 pandemic spreading throughout the United States

and elsewhere.

The spread of COVID-19 has caused a change in

the availability of our staff and support services.

Due to the COVID-19

pandemic, there has been uncertainty and disruption in the global economy and financial markets.

The Company is not aware of any

specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of

its assets or liabilities as of the date of issuance of this Quarterly Report on Form 10-Q.

These estimates could change in the

future, as new events occur, or additional information is obtained.

SIGNIFICANT POLICIES

summary of significant accounting policies of Skinvisible Inc.

6 unchanged sentences

in the preparation of the condensed consolidated financial statements.

of consolidation –

The condensed consolidated financial statements include the accounts of the Company and its subsidiary

Skinvisible Pharmaceuticals Inc.

Principles of consolidation –

The condensed consolidated financial statements include the accounts of the Company and its subsidiary Skinvisible Pharmaceuticals

All significant intercompany balances and transactions have been eliminated.

Use of estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in

the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets

and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the

reported amounts of revenues and expenses during the reporting period.

Use of estimates –

The preparation

of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America

requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of

contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and

expenses during the reporting period.

Actual results could differ from those estimates.

estimates include estimates used to review the Company’s impairments and estimations of long-lived assets, allowances for

uncollectible accounts, inventory valuation, and the valuations of non-cash capital stock issuances.

The Company bases its estimates

on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results

of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent

from other sources.

Actual results may differ from these estimates under different assumptions or conditions.

cash equivalents –

For purposes of the statement of cash flows, the Company considers all highly liquid investments

and short-term instruments with original maturities of three months or less to be cash equivalents.

There are $35,089 and $1,298

in cash as of June 30, 2020 and December 31, 2019 respectively.

of financial instruments –The carrying value of cash, accounts payable and accrued expenses, and debt (See Notes 6 &

8) approximate their fair values because of the short-term nature of these instruments.

Management believes the Company is not

exposed to significant interest or credit risks arising from these financial instruments.

The carrying amount of the Company’s

convertible debt is also stated at a fair value of $4,807,284 since the stated rate of interest approximates market rates.

Fair value is

defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal

or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement

Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable

The Company utilizes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable

and the last unobservable.

Level 1 Quoted prices

in active markets for identical assets or liabilities.

These are typically obtained from real-time quotes for transactions

in active exchange markets involving identical assets.

The Company uses Level 1 measurements to value the transactions when

it issues shares, warrants, options and debt with beneficial conversion features.

Level 2 Quoted prices

for similar assets and liabilities in active markets;

quoted prices included for identical or similar assets and liabilities

that are not active;

and model-derived valuations in which all significant inputs and significant value drivers are observable

in active markets.

Significant estimates include estimates

used to review the Company’s impairments and estimations of long-lived assets, allowances for uncollectible accounts, inventory

valuation, and the valuations of non-cash capital stock issuances.

The Company bases its estimates on historical experience and

on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making

judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Actual results

may differ from these estimates under different assumptions or conditions.

Cash and cash equivalents –

purposes of the statement of cash flows, the Company considers all highly liquid investments and short-term instruments with original

maturities of three months or less to be cash equivalents.

There are $11,189 and $1,298 in cash as of September 30, 2020 and December

31, 2019 respectively.

Fair Value of financial instruments

–The carrying value of cash, accounts payable and accrued expenses, and debt (See Notes 6 & 8) approximate their fair

values because of the short-term nature of these instruments.

Management believes the Company is not exposed to significant interest

or credit risks arising from these financial instruments.

The carrying amount of the Company’s convertible debt is also stated

at a fair value of $4,807,284 since the stated rate of interest approximates market rates.

Fair value is defined as the exchange price

that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market

for the asset or liability in an orderly transaction between market participants on the measurement date.

Valuation techniques

used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs.

The Company utilizes

a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable.

Level 1 Quoted prices in active markets for identical assets or liabilities.

These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets.

The Company uses Level 1 measurements to value the transactions when it issues shares, warrants, options and debt with beneficial conversion features.

Level 2 Quoted prices for similar assets and liabilities in active markets;

quoted prices included for identical or similar assets and liabilities that are not active;

and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

These are typically obtained from readily available pricing sources for comparable instruments.

did not rely on any Level 2 measurements for any of its transactions in the periods included in these financial statements.

Level 3 Unobservable

inputs, where there is little or no market activity for the asset or liability.

These inputs reflect the reporting entity’s

own beliefs about the assumptions that market participants would use in pricing the asset or liability, based on the best

information available in the circumstances.

The Company did not rely on any Level 3 measurements for any of its transactions

in the periods included in these financial statements.

recognition –

We recognize revenue in accordance with generally accepted accounting principles as outlined in the Financial

Accounting Standard Board's (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue From Contracts

with Customers, which requires that five steps be followed in evaluating revenue recognition:

(i) identify the contract with the

(ii) identity the performance obligations in the contract;

The Company did not rely on any Level 2 measurements for any of its transactions in the periods included in these financial statements.

Level 3 Unobservable inputs, where there is little or no market activity for the asset or liability.

These inputs reflect the reporting entity’s own beliefs about the assumptions that market participants would use in pricing the asset or liability, based on the best information available in the circumstances.

The Company did not rely on any Level 3 measurements for any of its transactions in the periods included in these financial statements.

Revenue recognition –

revenue in accordance with generally accepted accounting principles as outlined in the Financial Accounting Standard Board's (“FASB”)

Accounting Standards Codification (“ASC”) 606, Revenue From Contracts with Customers, which requires that five steps

be followed in evaluating revenue recognition:

(i) identify the contract with the customer;

(ii) identity the performance obligations

in the contract;

(iii) determine the transaction price;

(iv) allocate the

transaction price;

and (v) recognize revenue when or as the entity satisfied a performance obligation.

sales –

(iv) allocate the transaction price;

and (v) recognize revenue when or

as the entity satisfied a performance obligation.

Product sales –

Revenues from the sale of products (Invisicare®

polymers) are recognized when title to the products

are transferred to the customer and only when no further contingencies or material performance obligations are warranted, and

thereby have earned the right to receive reasonably assured payments for products sold and delivered.

sales –

We also recognize royalty revenue from licensing our patented product formulations only when earned, with

no further contingencies or material performance obligations are warranted, and thereby have earned the right to receive and retain

reasonably assured payments.

polymers) are recognized when title to the products are transferred to the

customer and only when no further contingencies or material performance obligations are warranted, and thereby have earned the

right to receive reasonably assured payments for products sold and delivered.

Royalty sales –

We also recognize royalty revenue from licensing our patented product formulations only when earned, with no further contingencies

or material performance obligations are warranted, and thereby have earned the right to receive and retain reasonably assured payments.

and license rights sales –

We also recognize revenue from distribution and license rights when no further contingencies

or material performance obligations are warranted, and thereby have earned the right to receive and retain reasonably assured

has made an accounting policy election to exclude from the measurement of the transaction price all taxes assessed by governmental

authorities that are collected by the company from its customers (sales and use taxes, value added taxes, some excise taxes).

Receivable –

Accounts receivable is comprised of uncollateralized customer obligations due under normal trade terms

requiring payment within 30 days from the invoice date.

The carrying amount of accounts receivable is reviewed periodically for

collectability.

If management determines that collection is unlikely, an allowance that reflects management’s best estimate

of the amounts that will not be collected is recorded.

Management reviews each accounts receivable balance that exceeds 30 days

from the invoice date and, based on an assessment of creditworthiness, estimates the portion, if any, of the balance that will

not be collected.

As of June 30, 2020 and December 31, 2019, the Company had not recorded a reserve for doubtful accounts.

assets –

The Company follows Financial Accounting Standard Board’s (FASB) Codification Topic 350-10 (“ASC

350-10”), “

Intangibles –

or material performance obligations are warranted, and thereby have earned the right to receive and retain reasonably assured payments.

The Company has made an accounting policy election

to exclude from the measurement of the transaction price all taxes assessed by governmental authorities that are collected by the

Company from its customers (sales and use taxes, value added taxes, some excise taxes).

Accounts Receivable –

receivable is comprised of uncollateralized customer obligations due under normal trade terms requiring payment within 30 days

from the invoice date.

The carrying amount of accounts receivable is reviewed periodically for collectability.

If management determines

that collection is unlikely, an allowance that reflects management’s best estimate of the amounts that will not be collected

Management reviews each accounts receivable balance that exceeds 30 days from the invoice date and, based on an assessment

of creditworthiness, estimates the portion, if any, of the balance that will not be collected.

As of September 30, 2020 and December

31, 2019, the Company had not recorded a reserve for doubtful accounts.

Intangible assets –

follows Financial Accounting Standard Board’s (FASB) Codification Topic 350-10 (“ASC 350-10”), “

Goodwill and Other ”.

According to this statement, intangible assets with

indefinite lives are no longer subject to amortization, but rather an annual assessment of impairment by applying a fair-value

Under ASC 350-10, the carrying value of assets are calculated at the lowest level for which there are identifiable

The Company accounts for its income taxes in accordance with FASB Codification Topic ASC 740-10, “

Taxes ”, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to

differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases

and tax credit carry-forwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable

income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets

and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

compensation –

The Company follows the guidelines in FASB Codification Topic ASC 718-10 “

Compensation-Stock

Compensation ”, which requires the measurement and recognition of compensation expense for all share-based payment awards

made to employees and directors including employee stock options and employee stock purchases related to an Employee Stock Purchase

Plan based on the estimated fair values.

(loss) per share –

The Company reports earnings (loss) per share in accordance with FASB Codification Topic ASC 260-10

“Earnings Per Share”, Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders

by the weighted average number of common shares available.

Diluted earnings (loss) per share is computed similar to basic earnings

(loss) per share except that the denominator is increased to include the number of additional common shares that would have been

outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

Diluted earnings

(loss) per share has not been presented for the three and six months ending June 30, 2020 since the effect of the assumed exercise

of options and warrants to purchase common shares (common stock equivalents) would have an anti-dilutive effect.

There are 27,163,307

additional shares issuable in connection with outstanding options, warrants, stock payable and convertible debts as of June 30,

The shares issuable under each instrument is as follows;

100,000 shares issuable for options, 60,000 shares issuable for

warrants, 59,602 shares issuable for shares payable and 26,943,705 shares issuable under convertible notes.

There were 25,931,481

additional shares issuable in connection with outstanding options, warrants, stock payable and convertible debts as of June 30,

The shares which were issuable at that date under each instrument were as follows;

135,000 shares issuable for options,

72,000 shares issuable for warrants, 1,614,305 shares issuable for shares payable and 24,110,176 shares issuable under convertible

issued accounting pronouncements –

The Company has evaluated all other recent accounting pronouncements and believes

that none of them will have a material effect on the Company's financial position, results of operations or cash flows.

According to this statement, intangible assets with indefinite lives are no longer subject

to amortization, but rather an annual assessment of impairment by applying a fair-value based test.

Under ASC 350-10, the

carrying value of assets are calculated at the lowest level for which there are identifiable cash flows.

Income taxes –

The Company accounts

for its income taxes in accordance with FASB Codification Topic ASC 740-10, “

Income Taxes ”, which requires recognition

of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement

carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry-forwards.

assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary

differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates

is recognized in income in the period that includes the enactment date.

Stock-based compensation –

Company follows the guidelines in FASB Codification Topic ASC 718-10 “

Compensation-Stock Compensation ”, which

requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors

including employee stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated

Earnings (loss) per share –

The Company reports earnings (loss) per share in accordance with FASB Codification Topic ASC 260-10 “Earnings Per Share”,

Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average

number of common shares available.

Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except

that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential

common shares had been issued and if the additional common shares were dilutive.

Diluted earnings (loss) per share has not been

presented for the three and nine months ending September 30, 2020 since the effect of the assumed exercise of options and warrants

to purchase common shares (common stock equivalents) would have an anti-dilutive effect.

There are 28,167,881 additional shares

issuable in connection with outstanding options, warrants, stock payable and convertible debts as of September 30, 2020.

issuable under each instrument is as follows;

100,000 shares issuable for options, 60,000 shares issuable for warrants, 28,007,881

shares issuable under convertible notes.

There were 27,228,407 additional shares issuable in connection with outstanding options,

warrants, stock payable and convertible debts as of September 30, 2019.

The shares which were issuable at that date under each

instrument were as follows;

135,000 shares issuable for options, 72,000 shares issuable for warrants, 1,614,305 shares issuable

for shares payable and 25,407,102 shares issuable under convertible notes.

Recently issued accounting pronouncements

The Company has evaluated all other recent accounting pronouncements and believes that none of them will have a material

effect on the Company's financial position, results of operations or cash flows.

AND OTHER ASSETS

and trademarks and other intangible assets are capitalized at their historical cost and are amortized over their estimated useful

As of June 30, 2020 intangible assets total $713,473, net of $553,096 of accumulated amortization.

As of December 31, 2019,

intangible assets total $698,800, net of $533,415 of accumulated amortization.

The Company capitalized $14,673 in patent cost

during the six months ended June 30, 2020.

expense for the three months ended June 30, 2020 and 2019 was $9,961 and $9,979, respectively.

expense for the six months ended June 30, 2020 and 2019 was $19,681 and $19,630, respectively.

and distributor rights were acquired by the Company in January 1999 and provide exclusive use distribution of polymers and polymer

based products.

The Company has a non-expiring term on the license and distribution rights.

Accordingly, the Company annually

assesses this license and distribution rights for impairment and has determined that no impairment write-down is considered necessary

as of June 30, 2020.

OPTIONS AND WARRANTS

Patents and trademarks and other intangible

assets are capitalized at their historical cost and are amortized over their estimated useful lives.

As of September 30, 2020 intangible

assets total $715,567, net of $557,388 of accumulated amortization.

As of December 31, 2019, intangible assets total $698,800,

net of $533,415 of accumulated amortization.

The Company capitalized $16,767 in

patent cost during the nine months ended September 30, 2020.

Amortization expense for the three

months ended September 30, 2020 and 2019 was $4,292 and $10,186, respectively.

Amortization expense for the nine

months ended September 30, 2020 and 2019 was $23,973 and $29,698, respectively.

License and distributor rights were

acquired by the Company in January 1999 and provide exclusive use distribution of polymers and polymer based products.

has a non-expiring term on the license and distribution rights.

Accordingly, the Company annually assesses this license and distribution

rights for impairment and has determined that no impairment write-down is considered necessary as of September 30, 2020.

STOCK OPTIONS

The following is a summary

of option activity during the six months ended June 30, 2020.

Average Exercise Price

December 31, 2019

Options granted and

Stock options

The following is a summary of option activity during the

nine months ended September 30, 2020.

Number of Shares

Weighted Average Exercise Price

Balance, December 31, 2019

Options granted and assumed

Options expired

Options canceled

June 30, 2020

following is a summary of option activity during the six months ended June 30, 2019.

Average Exercise Price

December 31, 2018

Options granted and

Options exercised

Balance, September 30, 2020

The following is a summary of option

activity during the nine months ended September 30, 2019.

Number of Shares

Weighted Average Exercise Price

Balance, December 31, 2018

Options granted and assumed

Options expired

Options canceled

June 30, 2019

As of June 30, 2020, all stock options

outstanding are exercisable.

Options exercised

Balance, September 30, 2019

As of September 30, 2020, all stock options outstanding are exercisable.

Stock warrants

The following

is a summary of warrants activity during the six months ended June 30, 2020

Average Exercise Price

December 31, 201 9

Warrants granted and

The following is a summary of warrants activity

during the nine months ended September 30, 2020

Number of Shares

Weighted Average Exercise Price

Balance, December 31, 201 9

Warrants granted and assumed

Warrants expired

Warrants canceled

June 30, 20 20

following is a summary of warrants activity during the six months ended June 30, 2019.

Average Exercise Price

December 31, 2018

Warrants granted and

Warrants exercised

Balance, September 30, 2020

The following is a summary

of warrants activity during the nine months ended September 30, 2019.

Number of Shares

Weighted Average Exercise Price

Balance, December 31, 2018

Warrants granted and assumed

Warrants expired

Warrants canceled

June 30, 2019

As of June 30, 2020, all

stock warrants outstanding are exercisable.

Warrants exercised

Balance, September 30, 2019

As of September 30, 2020 , all stock warrants outstanding

are exercisable.

NOTES PAYABLE

Secured debt offering

the period from May 22, 2013 and December 31, 2018, the Company entered into 9% notes payable to nineteen investors and received

proceeds of $552,000.

The notes were due two years from the anniversary date of execution.

The Notes are secured by the US Patent

rights granted for the Company's Sunscreen Products:

During the period from May 22, 2013

and December 31, 2018, the Company entered into a 9% notes payable to nineteen investors and received proceeds of $552,000.

notes were due two years from the anniversary date of execution.

The Notes are secured by the US Patent rights granted for the

Company's Sunscreen Products:

US patent number #8,128,913:

"Sunscreen Composition with Enhanced UV-A

Absorber Stability and Methods.”

of June 30, 2020, $552,000 of the outstanding notes payable are past due and in default and have been classified as current notes

RELATED PARTY TRANSACTIONS

the six months ended June 30, 2020, $27,000 was advanced by an officer and $15,000 was repaid to another officer.

of June 30, 2020, $58,899 in advances remained due to officers of the company.

All other related party notes have been extinguished

or re-negotiated as convertible notes.

"Sunscreen Composition with Enhanced UV-A Absorber Stability and

Methods.”

As of September 30, 2020, $552,000

of the outstanding notes payable are past due and in default and have been classified as current notes payable.

RELATED PARTY

During the nine months ended September

30, 2020, $27,000 was advanced by an officer and $15,300 was repaid to another officer.

As of September 30, 2020, $58,599

in advances remained due to officers of the company.

All other related party notes have been extinguished or re-negotiated as convertible

(See note 9 for additional details.)

Agreement with Ovation Science for DermSafe hand sanitizer - On February 3, 2020, we entered into a License Agreement

with Ovation Science Inc., a related party, pursuant to which Skinvisible granted to Ovation Science Inc.

a license for the manufacture

and distribution rights to its hand sanitizer product, DermSafe.

License Agreement with Ovation

Science for DermSafe hand sanitizer - On February 3, 2020, we entered into a License Agreement with Ovation Science

Inc., a related party, pursuant to which Skinvisible granted to Ovation Science Inc.

a license for the manufacture and distribution

rights to its hand sanitizer product, DermSafe.

In exchange for the license, Ovation Science Inc.

agreed to pay

to Skinvisible a percentage on all net sales on the licensed products subject to adjustment in certain situations plus

an extension fee of $100,000 payable in year 3 of the agreement if it chooses to continue the license.

agreed to pay to Skinvisible

a percentage on all net sales on the licensed products subject to adjustment in certain situations plus

a license fee payable in year 3 of the agreement if it chooses to continue the license.

June 10, 2020, Ovation Science Inc.

accelerated the extension fee and paid the

Company the $100,000 otherwise due in year 3 and in exchange the Company extended the term of Ovation’s license to

6-years and transferred to Ovation additional rights to its hand sanitizer products and assigned Canadian Identification

Numbers 02310589 and 02355558, all DermSafe Trademarks, DermSafe clinical data and the right to patent DermSafe where not

currently patented.

The Company completed the required assignments during the three months ending June 30, 2020 and

recognized $100,000 in revenue, as the license was considered to be functional, and therefore revenue is recognized at a

point in time.

Company earned $3,838 in royalties under the license agreement during the three months ending June 30, 2020.

Company earned $11,481 in royalties under the license agreement during the six months ending June 30, 2020.

the Company the fee otherwise due in year 3

and in exchange the Company extended the term of Ovation’s license to 6- years

and granted Ovation additonal rights

to its hand sanitizer products and assigned

Canadian Identification Numbers 02310589 and 02355558, all DermSafe Trademarks, DermSafe clinical data and the right to patent

DermSafe where not currently

In exchange for these rights Ovation paid a $100,000 license fee.

The Company completed the required assignments during

the nine months ending September 30, 2020 and recognized $100,000 in revenue.

Company earned $2,633 in royalties under the license agreement during the three months ending September 30, 2020.

Company earned $14,114 in royalties under the license agreement during the nine months ending September 30, 2020.

sold polymer products to Ovation Science Inc and earned $0 and $7,132 during the three and nine months ending September 30, 2020,

NOTES PAYABLE

Convertible Notes

Payable consists of the following:

Convertible Notes Payable consists of the following:

September 30,

$40,000 face value 9% secured notes payable to investors, due in 2015.

At the investor’s option until the repayment date, the

note and related interest may be converted to shares of the Company’s common stock a discount of 90% of the current

share price after the first anniversary of the note.

The notes are secured by the accounts receivable of a license agreement

the Company has with Womens Choice Pharmaceuticals, LLC on its proprietary prescription product, ProCort®.

The notes have

reached maturity and are now in default, under the notes default provisions the entire balance is now due upon demand.

At the investor’s option until the repayment date, the note and related interest may be converted to shares of the Company’s common stock a discount of 90% of the current share price after the first anniversary of the note.

The notes are secured by the accounts receivable of a license agreement the Company has with Womens Choice Pharmaceuticals, LLC on its proprietary prescription product, ProCort®.

The notes have reached maturity and are now in default, under the notes default provisions the entire balance is now due upon demand.

Original issue discount

debt discount

net of unamortized discount

October 26, 2015 the Company issued a $135,000 face value 9% unsecured notes payable to investors, due October 26, 2017.

the investor’s option until the repayment date, the note and related interest may be converted to shares of the Company’s

common stock a discount of 90% of the current share price after the first anniversary of the note.

The notes are secured by

the accounts receivable of a license agreement the Company has with Womens Choice Pharmaceuticals, LLC on its proprietary

prescription product, ProCort®.

Unamortized debt discount

Total, net of unamortized discount

On October 26, 2015 the Company issued a $135,000 face value 9% unsecured notes payable to investors, due October 26, 2017.

The notes are secured by the accounts receivable of a license agreement the Company has with Womens Choice Pharmaceuticals, LLC on its proprietary prescription product, ProCort®.

The note has reached maturity and is in default.

debt discount

net of unamortized discount

February 17, 2016, the Company entered into a convertible promissory note pursuant to which it borrowed $20,000.

under the convertible promissory note is 9% per annum, and the principal and all accrued but unpaid interest is due on February

The note is convertible at any time following 90 days after the issuance date at noteholders option into shares

of our common stock at a variable conversion price of 90% of the average five day market price of our common stock during

the 5 trading days prior to the notice of conversion, subject to adjustment as described in the note.

The holder’s ability

to convert the note, however, is limited in that it will not be permitted to convert any portion of the note if the number

of shares of our common stock beneficially owned by the holder and its affiliates, together with the number of shares of our

common stock issuable upon any full or partial conversion, would exceed 4.99% of the Company’s outstanding shares of

common stock.

Unamortized debt discount

Total, net of unamortized discount

On February 17, 2016, the Company entered into a convertible promissory note pursuant to which it borrowed $20,000.

Interest under the convertible promissory note is 9% per annum, and the principal and all accrued but unpaid interest is due on February 17, 2018.

The note is convertible at any time following 90 days after the issuance date at noteholders option into shares of our common stock at a variable conversion price of 90% of the average five day market price of our common stock during the 5 trading days prior to the notice of conversion, subject to adjustment as described in the note.

The holder’s ability to convert the note, however, is limited in that it will not be permitted to convert any portion of the note if the number of shares of our common stock beneficially owned by the holder and its affiliates, together with the number of shares of our common stock issuable upon any full or partial conversion, would exceed 4.99% of the Company’s outstanding shares of common stock.

The note has reached maturity and is in default

debt discount

Total, net of unamortized

August 11, 2016, the Company entered into a convertible promissory note pursuant to which it borrowed $15,000.

Interest under

the convertible promissory note is 9% per annum, and the principal and all accrued but unpaid interest is due on August 11,

The note is convertible into shares of our common stock at a variable conversion price of 90% of the average market

price of our common stock during the 5 trading days prior to the notice of conversion, subject to adjustment as described

Unamortized debt discount

Total, net of unamortized discount

On August 11, 2016, the Company entered into a convertible promissory note pursuant to which it borrowed $15,000.

Interest under the convertible promissory note is 9% per annum, and the principal and all accrued but unpaid interest is due on August 11, 2018.

The note is convertible into shares of our common stock at a variable conversion price of 90% of the average market price of our common stock during the 5 trading days prior to the notice of conversion, subject to adjustment as described in the note.

The note has reached maturity and is in default

debt discount

Total, net of unamortized

January 27, 2017, the Company entered into a convertible promissory note pursuant to which it borrowed $10,000.

Interest under

the convertible promissory note is 9% per annum, and the principal and all accrued but unpaid interest is due on January 27,

The note is convertible into shares of our common stock at a variable conversion price of 90% of the average market

price of our common stock during the 5 trading days prior to the notice of conversion, subject to adjustment as described

Unamortized debt discount

Total, net of unamortized discount

On January 27, 2017, the Company entered into a convertible promissory note pursuant to which it borrowed $10,000.

Interest under the convertible promissory note is 9% per annum, and the principal and all accrued but unpaid interest is due on January 27, 2019.

The note has reached maturity and is in default.

debt discount

Total, net of unamortized

June 30, 2019, the Company renegotiated accrued salaries and interest and outstanding

convertible notes for a former employee.

Under the terms of the agreements, all outstanding

notes totaling $224,064, accrued interest of $119,278, accrued salaries of $7,260 and

accrued vacation of $1,473 were converted to a promissory note convertible into common

stock with a warrant feature.

The convertible promissory

note is unsecured, due five

years from issuance, and bears an interest rate of 10%.

At the noteholder’s option

until the repayment date, the note may be converted to shares of the Company’s

common stock at a fixed price of $0.20 per share along with warrants to purchase one

share for every two shares issued at the exercise price of $0.30 per share for three

years after the conversion date.

The Company has determined the value

associated with the beneficial conversion feature in connection with the notes to be

$280,076 as valued under the intrinsic value method.

aggregate beneficial conversion feature has been accreted and charged to interest expenses

as a financing expense in the amount of $25,348 during the six months ended June 30,

2020 and nil for the six months ended June 30, 2019.

aggregate beneficial conversion feature has been accreted and charged to interest expenses

as a financing expense in the amount of $12,674 during the three months ended June 30,

2020 and nil for the three months ended June 30, 2019.

debt discount

Total, net of unamortized

Unamortized debt discount

Total, net of unamortized discount

On June 30, 2019, the Company renegotiated accrued salaries and interest and outstanding convertible notes for a former employee.

Under the terms of the agreements, all outstanding notes totaling $224,064, accrued interest of $119,278, accrued salaries of $7,260 and accrued vacation of $1,473 were converted to a promissory note convertible into common stock with a warrant feature.

The convertible promissory note is unsecured, due five years from issuance, and bears an interest rate of 10%.

At the noteholder’s option until the repayment date, the note may be converted to shares of the Company’s common stock at a fixed price of $0.20 per share along with warrants to purchase one share for every two shares issued at the exercise price of $0.30 per share for three years after the conversion date.

The Company has determined the value associated with the beneficial conversion feature in connection with the notes to be $280,076 as valued under the intrinsic value method.

The aggregate beneficial conversion feature has been accreted and charged to interest expenses as a financing expense in the amount of $38,161 during the nine months ended September 30, 2020 and $12,813 for the nine months ended September 30, 2019.

The aggregate beneficial conversion feature has been accreted and charged to interest expenses as a financing expense in the amount of $12,731 during the three months ended September 30, 2020 and $12,813 for the three months ended September 30, 2019.

Unamortized debt discount

Total, net of unamortized discount

Total Convertible Notes

2 unchanged sentences

NOTES PAYABLE RELATED PARTY

Convertible Notes Payable Related Party consists

of the following:

June 30, 2019, the Company renegotiated accrued salaries, accrued interest, unpaid reimbursements,

cash advances, and outstanding convertible notes for its two officers.

Under the terms

of the agreements, all outstanding notes totaling $2,464,480, accrued interest of $966,203,

accrued salaries of $617,915, accrued vacation of $64,423, unpaid reimbursements of $11,942

and cash advances of $110,245 were converted to promissory notes convertible into common

stock with a warrant feature.

The convertible promissory notes

are unsecured, due five years from issuance, and bear an interest rate of 10%.

investor’s option until the repayment date, the note may be converted to shares

of the Company’s common stock at a fixed price of $0.20 per share along with warrants

to purchase one share for every two shares issued at the exercise price of $0.30 per

share for three years after the conversion date.

The Company has determined the value associated with the beneficial conversion feature

in connection with the notes to be $3,369,244.

The aggregate beneficial conversion feature

associated with these notes has been accreted and charged to interest expenses as a financing

expense in the amount of $304,926 during the six months ended June 30, 2020 and nil for

the six months ended June 30, 2019.

aggregate beneficial conversion feature has been accreted and charged to interest expenses

as a financing expense in the amount of $152,463 during the three months ended June 30,

2020 and nil for the three months ended June 30, 2019.

Convertible Notes Payable Related Party consists of the following:

September 30, 2020

December 31, 201 9

On June 30, 2019, the Company renegotiated accrued salaries, accrued interest, unpaid reimbursements, cash advances, and outstanding convertible notes for its two officers.

Under the terms of the agreements, all outstanding notes totaling $2,464,480, accrued interest of $966,203, accrued salaries of $617,915, accrued vacation of $64,423, unpaid reimbursements of $11,942 and cash advances of $110,245 were converted to promissory notes convertible into common stock with a warrant feature.

The convertible promissory notes are unsecured, due five years from issuance, and bear an interest rate of 10%.

At the investor’s option until the repayment date, the note may be converted to shares of the Company’s common stock at a fixed price of $0.20 per share along with warrants to purchase one share for every two shares issued at the exercise price of $0.30 per share for three years after the conversion date.

The Company has determined the value associated with the beneficial conversion feature in connection with the notes to be $3,369,244.

The aggregate beneficial conversion feature associated with these notes has been amortized and charged to interest expenses as a financing expense in the amount of $457,389 during the nine months ended September 30, 2020 and 152,463 for the nine months ended September 30, 2019.

The aggregate beneficial conversion feature has been amortized and charged to interest expenses as a financing expense in the amount of $152,463 during the three months ended September 30, 2020 and 152,463 for the three months ended September 30, 2019.

Unamortized debt discount

1 unchanged sentence

STOCKHOLDERS’

is authorized to issue 200,000,000 shares of $0.001 par value common stock.

The Company had 4,471,746 and 4,471,746 issued and

outstanding shares of common stock as of June 30, 2020 and December 31, 2019, respectively.

As of June 30,

2020, and December 31, 2019, the Company had 68,097 shares remaining to be issued to the investors as a result of the settlement

agreements and has a remaining stock payable of $59,602.

October 17, 2019, Skinvisible entered an Exclusive License Agreement with Quoin pursuant to which Skinvisible granted to Quoin

a license to certain patents for the development of products for commercial sale.

In exchange for the license, Quoin agreed to

pay to Skinvisible a license fee of $1,000,000 and a royalty percentage on all

net sales on the licensed products subject to adjustment in certain situations.

The agreement also requires that Quoin make certain

milestone payments to Skinvisible upon achieving regulatory approval milestones for certain drug products.

The Company is authorized to issue 200,000,000

shares of $0.001 par value common stock.

The Company had 4,539,843 and 4,471,746 issued and outstanding shares of common stock

as of September 30, 2020 and December 31, 2019, respectively.

During the nine months ended September 30,

2020, the Company issued 68,097 shares to investors as a result of agreements settled during the year ended December 31, 2019 and

recorded as stock payable valued at $59,602.

On October 17, 2019, Skinvisible entered an

Exclusive License Agreement with Quoin pursuant to which Skinvisible granted to Quoin a license to certain patents for the development

of products for commercial sale.

In exchange for the license, Quoin agreed to pay to Skinvisible a license fee of $1,000,000 and

a royalty percentage on all net sales on the licensed products subject to adjustment in certain situations.

The agreement also

requires that Quoin make certain milestone payments to Skinvisible upon achieving regulatory approval milestones for certain drug

agreement is subject to termination, if among other things, 50% of the license fee is not paid by December 31, 2019 and if the

1 unchanged sentence

No payments were made by Quoin and the agreement was terminated on December 31,

Both Parties subsequently

determined that they continue to see the value in a partnership and therefore on May 8, 2020 and again on July 31, 2020 the companies

agreed to extend the Exclusive License Agreement, as amended under the same terms to expire now on September 30, 2020.

As of the date of this filing no payments had been received.

In accordance with ASC Topic 855-10,

the Company has analyzed its operations subsequent to June 30, 2020 to the date these financial statements were issued and has

determined that it does not have any material subsequent events to disclose in these financial statements.

Management’s

Discussion and Analysis of Financial Condition and Results of Operations

Certain statements,

other than purely historical information, including estimates, projections, statements relating to our business plans, objectives,

and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements”

within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section

21E of the Securities Exchange Act of 1934.

Both Parties subsequently determined that they continue to see the value in a partnership and therefore on May 8, 2020 and

again on July 31, 2020 the companies agreed to extend the Exclusive License Agreement, as amended under the same terms to expire

now on September 30, 2020.

As of the date of this filing

no payments had been received.

In accordance with ASC Topic 855-10, the Company has analyzed its

operations subsequent to September 30, 2020 to the date these financial statements were issued and has determined that it does

not have any material subsequent events to disclose in these financial statements.

Management’s Discussion

and Analysis of Financial Condition and Results of Operations

Certain statements, other than purely historical

information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results,

and the assumptions upon which those statements are based, are “forward-looking statements”

within the meaning of the

Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange

These forward-looking statements generally are identified by the words “believes,”

11 unchanged sentences

“will continue,”

“will likely result,”

“will likely

result,”

and similar expressions.

We intend such forward-looking statements to be covered by the safe-harbor

provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including

this statement for purposes of complying with those safe-harbor provisions.

Forward-looking statements are based on current expectations

and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking

We intend such forward-looking statements to be covered by the safe-harbor provisions for

forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement

for purposes of complying with those safe-harbor provisions.

Forward-looking statements are based on current expectations and assumptions

that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements.

Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.

which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not

changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition,

and generally accepted accounting principles.

These risks and uncertainties should also be considered in evaluating forward-looking

statements and undue reliance should not be placed on such statements.

We undertake no obligation to update or revise publicly

any forward-looking statements, whether as a result of new information, future events or otherwise.

Further information concerning

our business, including additional factors that could materially affect our financial results, is included herein and in our other

filings with the SEC.

The full extent

of the impact of the COVID-19 pandemic on our business, operations and financial results will depend on numerous evolving factors

that we may not be able to accurately predict at the present time.

In an effort to contain COVID-19 or slow its spread, governments

around the world have enacted various measures, including orders to close all businesses not deemed “essential,”

residents to their homes or places of residence, and practice social distancing when engaging in essential activities.

We anticipate

that these actions and the global health crisis caused by COVID-19 will negatively impact business activity across the globe.

While we have not observed any noticeable impact on our revenue related to these conditions in the past fiscal year, or through

the date of this filing, we cannot estimate the impact COVID-19 will have in the future as business and consumer activity decelerates

across the globe.

In March 2020,

we enacted precautionary measures to protect the health and safety of our employees and partners.

These measures include closing

our office, having employees work from home, and eliminating all travel.

While having employees work from home may have a negative

impact on efficiency and may result in negligible increases in costs, it does have an impact on our ability to execute on our

agreements to deliver our core products.

We will continue

to actively monitor the situation and may take further actions that alter our business operations as may be required by federal,

state, local or foreign authorities, or that we determine are in the best interests of our employees, customers, partners and

stockholders.

It is not clear what the potential effects any such alterations or modifications may have on our business, including

the effects on our customers, partners, or vendors, or on our financial results.

Quoin Pharmaceuticals, Inc.

On October 17,

2019, Skinvisible entered an Exclusive License Agreement with Quoin pursuant to which Skinvisible granted to Quoin a license to

certain patents for the development of products for commercial sale.

In exchange for the license, Quoin agreed to pay to Skinvisible

a license fee of $1,000,000 and a royalty percentage on all net sales on the licensed products subject to adjustment in certain

The agreement also requires that Quoin make certain milestone payments to Skinvisible upon achieving regulatory approval

milestones for certain drug products.

Factors which could

have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to:

changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally

accepted accounting principles.

These risks and uncertainties should also be considered in evaluating forward-looking statements

and undue reliance should not be placed on such statements.

We undertake no obligation to update or revise publicly any forward-looking

statements, whether as a result of new information, future events or otherwise.

Further information concerning our business, including

additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

The full extent of the impact of the COVID-19

pandemic on our business, operations and financial results will depend on numerous evolving factors that we may not be able to

accurately predict at the present time.

In an effort to contain COVID-19 or slow its spread, governments around the world have

enacted various measures, including orders to close all businesses not deemed “essential,”

isolate residents to their

homes or places of residence, and practice social distancing when engaging in essential activities.

We anticipate that these actions

and the global health crisis caused by COVID-19 will negatively impact business activity across the globe.

While we have not observed

any noticeable impact on our revenue related to these conditions in the past fiscal year, or through the date of this filing, we

cannot estimate the impact COVID-19 will have in the future as business and consumer activity decelerates across the globe.

In March 2020, we enacted precautionary measures

to protect the health and safety of our employees and partners.

These measures include closing our office, having employees work

from home, and eliminating all travel.

While having employees work from home may have a negative impact on efficiency and may result

in negligible increases in costs, it does have an impact on our ability to execute on our agreements to deliver our core products.

We will continue to actively monitor the situation

and may take further actions that alter our business operations as may be required by federal, state, local or foreign authorities,

or that we determine are in the best interests of our employees, customers, partners and stockholders.

It is not clear what the

potential effects any such alterations or modifications may have on our business, including the effects on our customers, partners,

or vendors, or on our financial results.

Recent Developments

License with Quoin Pharmaceuticals, Inc.

On October 17, 2019, Skinvisible entered an

Exclusive License Agreement with Quoin pursuant to which Skinvisible granted to Quoin a license to certain patents for the development

of products for commercial sale.

In exchange for the license, Quoin agreed to pay to Skinvisible a license fee of $1,000,000 and

a royalty percentage on all net sales on the licensed products subject to adjustment in certain situations.

The agreement also

requires that Quoin make certain milestone payments to Skinvisible upon achieving regulatory approval milestones for certain drug

agreement is subject to termination, if among other things, 50% of the license fee is not paid by December 31, 2019 and if the

1 unchanged sentence

No payments were made by Quoin and the agreement was terminated.

subsequently determined that they continue to see the value in a partnership and therefore on May 8, 2020 and again on July 31,

2020 the companies agreed to extend the Exclusive License Agreement under the same terms to expire now on September 30, 2020.

As of the date of this filing no payments had been received.

Ovation Science Inc.

February 3, 2020, we entered into a License Agreement with Ovation Science Inc.

pursuant to which Skinvisible granted to Ovation

a license for the manufacture and distribution rights to its hand sanitizer product, DermSafe.

In exchange for the

license, Ovation Science Inc.

agreed to pay to Skinvisible a royalty percentage on all net sales on the licensed products subject

to adjustment in certain situations plus a license fee payable in year 3 of the agreement if it chooses to continue the license.

On June 10, 2020, the agreement

was further amended to provide additonal assignment rights for its hand sanitizer products in exchange for $100,000 which was

recognized as revenue during the three months ended June 30, 2020.

Operations for the Three Months Ended June 30, 2020 and 2019

from product sales, royalties on patent licenses and license fees (product development fees) for the three months ended June 30,

2020 was $119,970, an increase from $12,717 for the same period ended June 30, 2019.

in revenue for three months ended June 30, 2020 was mainly due to our license agreement with Ovation Science.

We hope to generate

more revenues from this license and the license with Quoin for the rest of the year.

revenues for the three months ended June 30, 2020 was $0, compared with the prior year period when cost of revenues was $6,573.

revenues decreased for the three months ended June 30, 2020 over the prior year period because our revenues in 2020 were attributable

to our license with Ovation Science.

for the three months ended June 30, 2020 was $119,970 , as compared with gross profit of $6,144 for the three months ended

June 30, 2019.

Both Parties subsequently

determined that they continue to see the value in a partnership and therefore on May 8, 2020 and again on July 31, 2020 the companies

agreed to extend the Exclusive License Agreement under the same terms to expire now on September 30, 2020.

of the date of this filing no payments had been received.

License with Ovation Science Inc.

On February 3, 2020, we entered into a License

Agreement with Ovation Science Inc.

pursuant to which Skinvisible granted to Ovation Science Inc.

a license for the manufacture

and distribution rights to its hand sanitizer product, DermSafe.

In exchange for the license, Ovation Science Inc.

agreed to pay

to Skinvisible a royalty percentage on all net sales on the licensed products subject to adjustment in certain situations plus

a license fee payable in year 3 of the agreement if it chooses to continue the license.

On June 10, 2020, the agreement was further

amended to provide additonal assignment rights for its hand sanitizer products in exchange for $100,000 which was recognized as

revenue during the nine months ended September 30, 2020.

Results of Operations for the Three Months

Ended September 30, 2020 and 2019

Our revenue from product sales, royalties on

patent licenses and license fees (product development fees) for the three months ended September 30, 2020 was $6,186, a decrease

from $11,295 for the same period ended September 30, 2019.

The decrease in revenue for three months ended

September 30, 2020 was mainly due to decreased product sales.

We hope to achieve increased revenues for the balance of 2020, as

a result of our License Agreement with Quoin Pharmaceuticals, Inc.

Cost of Revenues

Our cost of revenues for the three months ended

September 30, 2020 was $0, compared with the prior year period when cost of revenues was $250.

Our cost of revenues decreased for the three

months ended September 30, 2020 over the prior year period because our revenues in 2020 were attributable to our license with Ovation

Gross profit for the three months ended September

30, 2020 was $6,816 , as compared with gross profit of $11,045 for the three months ended September 30, 2019.

Operating Expenses

decreased to $132,732 for the three months ended June 30, 2020 from $145,440 for the same period ended June 30, 2019.

Our operating

expenses for the three months ended June 30, 2020 consisted mainly of accrued salaries and wages of $87,942, audit and accounting

of $16,610, and amortization of $9,962.

In comparison, our operating expenses for the three months ended June 30, 2019 consisted

mainly of accrued salaries and wages of $87,942, audit and accounting of $9,610, rent of $15,673 and depreciation and amortization

expenses of $300,031 for the three months ended June 30, 2020, compared with other expenses of $443,715 for the three months ended

June 30, 2019.

other expenses for the three months ended June 30, 2020 consisting entirely of $300,031 in interest expense, which includes interest

expense of $134,895 and debt discount amortization of $165,136, compared

with the three months ended June 30, 2019, which consisted primarily of loss on extinguishment of debts of $247,998 and $203,217

in interest expense, which includes interest expense of $88,629 and debt discount amortization of $113,378.

a net loss of $312,793 for the three months ended June 30, 2020, as compared with a net loss of $583,011 for the three months

ended June 30, 2019.

Operations for the Six Months Ended June 30, 2020 and 2019

from product sales, royalties on patent licenses and license fees (product development fees) for the six months ended June 30,

2020 was $136,022, an increase from $21,084 for the same period ended June 30, 2019.

in revenue for six months ended June 30, 2020 was mainly due to our license agreement with Ovation Science.

We hope to generate

more revenues from this license and the license with Quoin for the rest of the year.

revenues for the six months ended June 30, 2020 was $0, compared with the prior year period when cost of revenues was $6,949.

revenues decreased for the six months ended June 30, 2020 over the prior year period because our revenues in 2020 were attributable

to our license with Ovation Science.

for the six months ended June 30, 2020 was $136,022 , as compared with gross profit of $14,135 for the six months ended June

Operating expenses decreased to $125,438 for

the three months ended September 30, 2020 from $147,970 for the same period ended September 30, 2019.

Our operating expenses for the three months

ended September 30, 2020 consisted mainly of accrued salaries and wages of $87,941, audit and accounting of $9,609, and amortization

In comparison, our operating expenses for the three months ended September 30, 2019 consisted mainly of accrued salaries

and wages of $87,942, audit and accounting of $9,610, rent of $15,673 and depreciation and amortization of $10,185.

Other Expenses

We had other expenses of $291,137 for the three

months ended September 30, 2020, compared with other expenses of $211,817 for the three months ended September 30, 2019.

other expenses for the three months ended September 30, 2020 consisting entirely of $291,137 in interest expense, which includes

interest expense of $125,861 and debt discount amortization of $165,276, compared with the three months ended September

30, 2019 which consisted primarily of $305,009 in interest expense which

includes interest expense of $138,059 and debt discount amortization of $166,950, offset by other income from related party of

We recorded a net loss of $409,759 for the

three months ended September 30, 2020, as compared with a net loss of $348,742 for the three months ended September 30, 2019.

of Operations for the Nine Months Ended

September 30, 2020 and 2019

Our revenue from product sales, royalties on

patent licenses and license fees (product development fees) for the nine months ended September 30, 2020 was $142,838, an increase

from $32,379 for the same period ended September 30, 2019.

The increase in revenue for nine months ended

September 30, 2020 was mainly due to our license agreement with Ovation Science.

We hope to generate more revenues from this license

and the license with Quoin for the rest of the year.

Cost of Revenues

Our cost of revenues for the nine months ended

September 30, 2020 was $0, compared with the prior year period when cost of revenues was $7,199.

cost of revenues decreased for the ninemonths ended

September 30, 2020 over the prior year period because our revenues in 2020 were attributable to our license with Ovation Science.

Gross profit for the nine months ended September

30, 2020 was $142,838 , as compared with gross profit of $25,180 for the nine months ended September 30, 2019.

Operating Expenses

decreased to $278,776 for the six months ended June 30, 2020 from $299,523 for the same period ended June 30, 2019.

Our operating

expenses for the six months ended June 30, 2020 consisted mainly of accrued salaries and wages of $175,885, audit and accounting

of $45,480, and amortization of $19,681.

In comparison, our operating expenses for the six months ended June 30, 2019 consisted

mainly of accrued salaries and wages of $175,885, audit and accounting of $32,242, rent of $29,709 and depreciation and amortization

expenses of $600,123 for the six months ended June 30, 2020, compared with other expenses of $640,722 for the six months ended

June 30, 2019.

other expenses for the six months ended June 30, 2020 consisting entirely of interest expense which includes, interest expense

of $269,849 and debt discount amortization of $330,274 , compared

with the six months ended June 30, 2019 which consisted primarily of loss on extinguishment of debt of $247,998 and $405,224 in

interest expense which includes, interest expense of $177,832 and debt discount amortization of $227,392.

a net loss of $742,877 for the six months ended June 30, 2020, as compared with a net loss of $926,110 for the six months ended

June 30, 2019.

and Capital Resources

As of June 30,

2020, we had total current assets of $56,188 and total assets in the amount of $216,565.

Our total current liabilities as of June

30, 2020 were $2,364,471.

We had a working capital deficit of $2,308,283 as of June 30, 2020, compared with a working capital

deficit of $1,900,688 as of June 30, 2019.

Operating activities

provided $36,464 in cash for the six months ended June 30, 2020, as compared with $49,402 used for the six months ended June 30,

Our positive operating cash flow for the six months ended June 30, 2020 is largely the result of an increase in accrued

interest, accounts payable and accrued liabilities, offset mainly by our net loss for the period, compared with the six month

ended June 30, 2019, which recorded a negative operating cash flow largely as the result of our net loss for the period.

of $14,673 and $24,319 in investing activities for the six months ended June 30, 2020 and 2019, respectively, for the purchase

of intangible assets.

Cash flows provided

by financing activities during the six months ended June 30, 2020 amounted to $12,000, as compared with $71,239 for the six

months ended June 30, 2019.

Our cash flows for the six months ended June 30, 2020 and 2019 consisted of proceeds from related

of the debt instruments and payables concerning our financing activities are detailed in the footnotes to our financial statements.

Based upon our

current financial condition, we do not have sufficient cash to operate our business at the current level for the next twelve months.

We intend to fund operations through increased sales and debt and/or equity financing arrangements, which may be insufficient

to fund expenditures or other cash requirements.

We plan to seek additional financing in a private equity offering to secure funding

for operations.

There can be no assurance that we will be successful in raising additional funding.

If we are not able to secure

additional funding, the implementation of our business plan will be impaired.

There can be no assurance that such additional financing

will be available to us on acceptable terms or at all.

Going concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization

of assets and the satisfaction of liabilities in the normal course of business.

We have incurred cumulative net losses of $33,995,673

since our inception and require capital for our contemplated operational and marketing activities to take place.

Our ability to

raise additional capital through the future issuances of common stock is unknown.

The obtainment of additional financing, the

successful development of our contemplated plan of operations, and our transition, ultimately, to the attainment of profitable

operations are necessary for us to continue operations.

The ability to successfully resolve these factors raise substantial doubt

about our ability to continue as a going concern.

These consolidated financial statements do not include any adjustments that

may result from the outcome of these aforementioned uncertainties.

Sheet Arrangements

As of June 30,

2020, there were no off balance sheet arrangements.

Accounting Policies

2001, the SEC requested that all registrants list their most “critical accounting polices”

in the Management Discussion

and Analysis.

The SEC indicated that a “critical accounting policy”

is one which is both important to the portrayal

of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments,

often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

Product sales

Revenues from the sale of products (Invisicare®

polymers) are recognized when title to the products are transferred

to the customer and only when no further contingencies or material performance obligations are warranted, and thereby have earned

the right to receive reasonably assured payments for products sold and delivered.

Royalty sales

We also recognize royalty revenue from licensing our patented product formulations only when earned, with no further

contingencies or material performance obligations are warranted, and thereby have earned the right to receive and retain reasonably

assured payments.

and license rights sales –

We also recognize revenue from distribution and license rights only when earned (and are

amortized over a five-year period), with no further contingencies or material performance obligations are warranted, and thereby

have earned the right to receive and retain reasonably assured payments.

Revenue –

Cost of revenue includes raw materials, component parts, and shipping supplies.

Shipping and handling costs

is not a significant portion of the cost of revenue.

Receivable –

Accounts receivable is comprised of uncollateralized customer obligations due under normal trade terms

requiring payment within 30 days from the invoice date.

The carrying amount of accounts receivable is reviewed periodically for

collectability.

If management determines that collection is unlikely, an allowance that reflects management’s best estimate

of the amounts that will not be collected is recorded.

Management reviews each accounts receivable balance that exceeds 30 days

from the invoice date and, based on an assessment of creditworthiness, estimates the portion, if any, of the balance that will

not be collected.

As of June 30, 2020, the Company had not recorded a reserve for doubtful accounts.

The Company has $175,000

in convertible notes payable which are secured by the accounts receivable of a license agreement the Company has with Women's

Choice Pharmaceuticals, LLC on its proprietary prescription product, ProCort®.

Issued Accounting Pronouncements

We do not expect

the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial

position or cash flow.

Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting

company is not required to provide the information required by this Item.

Operating expenses decreased to $404,214 for

the nine months ended September 30, 2020 from $447,493 for the same period ended September 30, 2019.

Our operating expenses for the nine months

ended September 30, 2020 consisted mainly of accrued salaries and wages of $263,826, audit and accounting of $55,089, and amortization

In comparison, our operating expenses for the nine months ended September 30, 2019 consisted mainly of salaries and

wages of $263,827, audit and accounting of $41,852, rent of $45,002, insurance of $11,471 and amortization and depreciation of

Other Expenses

We had other expenses of $891,260 for the nine

months ended September 30, 2020, compared with other expenses of $852,539 for the nine months ended September 30, 2019.

other expenses for the nine months ended September 30, 2020 consisting entirely of interest expense which includes, interest expense

of $395,710 and debt discount amortization of $495,550, compared with the nine months ended September 30, 2019 which consisted

primarily of $710,233 in interest expense which includes, interest expense of $315,973 and debt discount amortization of $394,260 ,

on extinguishment of debts of $247,998, offset by income related party of $105,692.

We recorded a net loss of $1,152,636 for the

nine months ended September 30, 2020, as compared with a net loss of $1,274,852 for the nine months ended September 30, 2019.

Liquidity and Capital Resources

As of September 30, 2020, we had total current

assets of $25,917 and total assets in the amount of $184,096.

Our total current liabilities as of September 30, 2020 were $2,576,485.

We had a working capital deficit of $2,550,568 as of September 30, 2020, compared with a working capital deficit of $2,753,277

as of September 30, 2019.

Operating activities provided $15,588 in cash

for the nine months ended September 30, 2020, as compared with $41,976 used for the nine months ended September 30, 2019.

operating cash flow for the nine months ended September 30, 2020 is largely the result of an increase in accrued interest, accounts

payable and accrued liabilities, offset mainly by our net loss for the period, compared with the nine month ended September 30,

2019, which recorded a negative operating cash flow largely as the result of our net loss for the period.

We used cash of $16,767 and $24,320 in investing

activities for the nine months ended September 30, 2020 and 2019, respectively, for the purchase of intangible assets.

flows provided by financing activities during the nine months ended September 30, 2020 amounted to $11,700, as compared with $74,644

for the nine months ended September 30, 2019.

Our cash flows for the ninemonths

ended September 30, 2020 and 2019 consisted of proceeds

from related party loans.

The features of the debt instruments and payables

concerning our financing activities are detailed in the footnotes to our financial statements.

Based upon our current financial condition,

we do not have sufficient cash to operate our business at the current level for the next twelve months.

We intend to fund operations

through increased sales and debt and/or equity financing arrangements, which may be insufficient to fund expenditures or other

cash requirements.

We plan to seek additional financing in a private equity offering to secure funding for operations.

be no assurance that we will be successful in raising additional funding.

If we are not able to secure additional funding, the

implementation of our business plan will be impaired.

There can be no assurance that such additional financing will be available

to us on acceptable terms or at all.

Going concern –

The accompanying

financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction

of liabilities in the normal course of business.

We have incurred cumulative net losses of $34,405,432 since our inception and

require capital for our contemplated operational and marketing activities to take place.

Our ability to raise additional capital

through the future issuances of common stock is unknown.

The obtainment of additional financing, the successful development of

our contemplated plan of operations, and our transition, ultimately, to the attainment of profitable operations are necessary for

us to continue operations.

The ability to successfully resolve these factors raise substantial doubt about our ability to continue

as a going concern.

These consolidated financial statements do not include any adjustments that may result from the outcome of

these aforementioned uncertainties.

Off Balance Sheet Arrangements

As of September 30, 2020, there were no off

balance sheet arrangements.

Critical Accounting Policies

In December 2001, the SEC requested that all

registrants list their most “critical accounting polices”

in the Management Discussion and Analysis.

The SEC indicated

that a “critical accounting policy”

is one which is both important to the portrayal of a company’s financial

condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the

need to make estimates about the effect of matters that are inherently uncertain.

Product sales –

Revenues from

the sale of products (Invisicare®

polymers) are recognized when title to the products are transferred to the customer and only

when no further contingencies or material performance obligations are warranted, and thereby have earned the right to receive reasonably

assured payments for products sold and delivered.

Royalty sales –

We also recognize

royalty revenue from licensing our patented product formulations only when earned, with no further contingencies or material performance

obligations are warranted, and thereby have earned the right to receive and retain reasonably assured payments.

Distribution and license rights sales –

We also recognize revenue from distribution and license rights only when earned (and are amortized over a five-year period), with

no further contingencies or material performance obligations are warranted, and thereby have earned the right to receive and retain

reasonably assured payments.

Costs of Revenue –

Cost of revenue

includes raw materials, component parts, and shipping supplies.

Shipping and handling costs is not a significant portion of the

cost of revenue.

Accounts Receivable –

receivable is comprised of uncollateralized customer obligations due under normal trade terms requiring payment within 30 days

from the invoice date.

The carrying amount of accounts receivable is reviewed periodically for collectability.

If management determines

that collection is unlikely, an allowance that reflects management’s best estimate of the amounts that will not be collected

Management reviews each accounts receivable balance that exceeds 30 days from the invoice date and, based on an assessment

of creditworthiness, estimates the portion, if any, of the balance that will not be collected.

As of September 30, 2020, the

Company had not recorded a reserve for doubtful accounts.

The Company has $175,000 in convertible notes payable which are secured

by the accounts receivable of a license agreement the Company has with Women's Choice Pharmaceuticals, LLC on its proprietary prescription

product, ProCort®.

Recently Issued Accounting Pronouncements

We do not expect the adoption of recently issued

accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

and Qualitative Disclosures About Market Risk

A smaller reporting company is not required

to provide the information required by this Item.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements