What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2021-06-15 compared with 2020-11-23 · 465 added, 533 removed, 267 unchanged (79% of the section changed)

Financial Statements

Our consolidated financial statements included in this Form 10-Q

are as follows:

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 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.

These consolidated financial statements have been prepared in accordance

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

to Form 10-Q.

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

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 financial statements included in this Form 10-Q are as follows:

F-1 Condensed Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020

F-2 Condensed Consolidated Statements of Operations for the three months ended March 31, 2021 and March

31, 2020 (unaudited);

F-3 Condensed Consolidated Statements of Stockholders’

Deficit for the three months

ended March 31, 2021 and 2020 (unaudited);

F-4 Condensed Consolidated Statements of Cash Flow for the three months ended March 31, 2021 and 2020

F-5 Notes to Condensed Consolidated Financial Statements.

CONSOLIDATED BALANCE SHEETS

Current assets

expense and other current assets

March 31, 2021

December 31, 2020

Current assets

and trademarks, net of accumulated amortization of $557,388 and $533,415, respectively

LIABILITIES AND STOCKHOLDERS'

Current liabilities

payable and accrued liabilities

payable related party

interest payable

from related party

notes payable, current portion

Accounts receivable

Prepaid expense and other current assets

Total current assets

Patents and trademarks, net

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities

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

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

Accounts payable and accrued liabilities

Accounts payable related party

Accrued interest payable

Derivative liability

Loans from related party

Notes payable

Convertible notes payable

Total current liabilities

Convertible notes payable related party, net of unamortized discount of $2,447,770 and $3,060,970 respectively

Convertible notes payable, net of unamortized debt discount of $203,476 and

$54,450, respectively, less current portion

Total liabilities

Stockholders' deficit

Common stock;

$0.001 par value;

200,000,000 shares authorized;

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

30, 2020 and December 31, 2019, respectively

4,539,843 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively

Shares payable

paid-in capital

Additional paid-in capital

Accumulated deficit

(35,135,913 )

stockholders' deficit

liabilities and stockholders' deficit

See Accompanying Notes to

Condensed Consolidated Financial Statements.

SKINVISIBLE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Revenues related party

Total stockholders' deficit

Total liabilities and stockholders' deficit

Accompanying Notes to Condensed Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF OPERATIONS

Three months ended

March 31, 2021

March 31, 2020

Cost of revenues

Operating expenses

general and administrative

operating expenses

from operations

Other income and (expense)

income - related party

on extinguishment of debt

Depreciation and amortization

Selling general and administrative

Total operating expenses

Loss from operations

Other expense

$ (1,152,636 )

$ (1,274,852)

Basic loss per

Diluted loss per common share

Basic weighted

average common shares outstanding

weighted average common

See Accompanying Notes to

Condensed Consolidated Financial Statements.

SKINVISIBLE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’

Paid-in Capital

Stockholders' Deficit

December 31, 2019

$ (33,252,796 )

$ (3,007,167)

March 31, 2020

$ (33,682,880 )

$ (3,437,251)

June 30, 2020

$ (33,995,673 )

$ (3,750,044)

Shares issued for shares payable

September 30, 2020

$ (34,405,432 )

$ (4,159,803)

Paid-in Capital

Interest expense

Loss on change of derivative liability

Total other expense

Basic loss per common share

Fully diluted loss per common share

Basic weighted average common shares outstanding

Fully diluted weighted average common shares outstanding

Accompanying Notes to Condensed Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’

Additional Paid-in

Stockholders’

December 31, 2018

$ (31,550,665 )

$ (4,719,415)

March 31, 2019

Balance, December 31, 2020

$ (34,700,408 )

$ (4,454,779)

Settlement of debts

Beneficial conversion

feature on convertible notes issued as settlement on existing payables

Beneficial conversion

feature repurchase

June 30, 2019

Balance, March 31, 2021

$ (35,135,193 )

$ (4,890,284)

September 30, 2019

Balance, December 31, 2019

$ (33,252,796 )

$ (3,007,167)

See Accompanying Notes to

Condensed Consolidated Financial Statements.

SKINVISIBLE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Cash flows from operating

Balance, March 31, 2020

$ (33,682,880 )

$ (3,437,251)

to reconcile net loss to net cash

provided (used) by operating activities:

of debt discount

on extinguishment of debt

in operating assets and liabilities:

in prepaid assets

in accounts receivable

in accounts payable and accrued liabilities

in accrued interest

cash provided (used) by operating activities

Cash flows from investing

of intangible assets

cash used in investing activities

Cash flows from financing

on related party loans

from related party loans

cash provided by financing activities

See Accompanying

Notes to Condensed Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three months ended

March 31, 2021

March 31, 2020

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

Amortization of debt discount

Loss on change of derivative liability

Changes in operating assets and liabilities:

Decrease (Increase) in prepaid assets

Decrease (Increase) in accounts receivable

Increase in accounts payable and accrued liabilities

Decrease in due from related party

Increase in accrued interest

Net cash provided used in operating activities

Cash flows from investing activities:

Purchase of fixed and intangible assets

Net cash used in investing activities

Cash flows from financing activities:

Payments on related party loans

Proceeds from related party loans

Net cash provided by (used in) financing activities

Net change in cash

Cash, beginning

Cash, beginning of period

Cash, end of period

Supplemental disclosure

of cash flow information:

paid for interest

paid for income taxes

SUPPLEMENTAL DISCLOSURE

OF CASH FLOW INFORMATION:

investing and financing activities:

conversion feature on convertible debt

stock issued for settlement of shares payable

See Accompanying Notes to

Condensed Consolidated Financial Statements.

SKINVISIBLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Supplemental disclosure of cash flow information:

Cash paid for interest

Cash paid for tax

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Non-cash investing and financing activities:

Accompanying Notes to Consolidated Financial Statements.

NOTES TO CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

OF BUSINESS AND HISTORY

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.

Inc., (referred to as the “Company”) is focused on the development and 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 women’s health, pain management, and others.

The Company maintains

executive and sales offices in Las Vegas, Nevada.

History –

6 unchanged sentences

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,

6 unchanged sentences

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 Company’s most recent Annual Financial Statements on Form 10-K filed with the SEC on April 15, 2021.

In the opinion

10 unchanged sentences

for complete financial statements.

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.

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.

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.

For the three months ended March 31, 2021, the Company had a net loss of $435,505 The Company

has also incurred cumulative net losses of $35,135,913 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 within one year from the date of filing.

Managements plans for the Company are to generate

7 unchanged sentences

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.

COVID-19 Pandemic

In December 2019, an outbreak of a novel

strain of coronavirus originated in Wuhan, China (“COVID-19”) and has since spread worldwide, including to the Unites States,

posing public health risks that have reached pandemic proportions (the “COVID-19 Pandemic”).

The COVID-19 Pandemic poses a

threat to the health and economic wellbeing of our employees, customers and vendors.

Like most businesses world-wide, the COVID-19 Pandemic

has impacted the Company financially;

however, management cannot presently predict the scope and severity with which COVID-19 will impact

our business, financial condition, results of operations and cash flows.

SIGNIFICANT POLICIES

summary of significant accounting policies of Skinvisible Inc.

is presented to assist in understanding the Company’s condensed

consolidated financial statements.

The condensed consolidated financial statements and notes are representations of the Company’s

management, who are responsible for their integrity and objectivity.

These accounting

policies conform to accounting principles generally accepted in the United States of America and have been consistently applied

in the preparation of the condensed consolidated financial statements.

This summary of significant accounting policies of Skinvisible

is presented to assist in understanding the Company’s consolidated financial statements.

The consolidated financial statements

and notes are representations of the Company’s management, who are responsible for

their integrity and objectivity.

These accounting policies conform to accounting principles generally accepted in the United States of

America and have been consistently applied in the preparation of the consolidated financial statements.

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.

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

significant intercompany balances and transactions have been eliminated.

Use of estimates –

16 unchanged sentences

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.

Accounting for Derivatives - The Company evaluates

all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives.

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair

value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations.

For stock-based

derivative financial instruments, the Company uses a Binomial lattice pricing model to value the derivative instruments at inception

and on subsequent valuation dates.

The classification of derivative instruments, including

whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the

derivative instrument could be required within 12 months of the balance sheet date.

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.

–The carrying value of cash, accounts payable and accrued expenses, and debt 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 since the stated rate of interest approximates market rates.

Fair value is defined as the exchange price

16 unchanged sentences

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

Financial assets and liabilities measured at fair value on

a recurring basis are summarized below as of March 31, 2021:

Derivative Financial Instruments

March 31, 2021, the Company’s used the following assumptions to value the derivative liabilities using the for Binomial -Lattice

valuation model.

Stock price was $0.11, term 0.50 years, risk-free discount rate of 0.16% and volatility of 110.66%

The following table provides a summary

of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments, measured at fair value

on a recurring basis using significant unobservable inputs:

Balance December 31, 2020

Change in fair market value of derivative liabilities

Balance March 31, 2021

Revenue recognition –

3 unchanged sentences

(i) identify the contract with the customer;

(ii) identity the performance obligations

(ii) identify the performance obligations

in the contract;

25 unchanged sentences

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

As of September 30, 2020 and December

As of March 31, 2021 and December

31, 2020, 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 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

compensation - T he Company records

stock based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expenses related

to the fair value of its employee stock option awards.

This eliminates accounting for share-based compensation transactions using intrinsic

value and requires instead that such transactions be accounted for using a fair-value-based method.

The Company recognizes the cost of

all share-based awards on a graded vesting basis over the vesting period of the award.

The Company accounts for equity instruments

issued in exchange for the receipt of goods or services from other than employees in accordance with ASC 718-10 and the conclusions reached

by the ASC 505-50.

Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of

the equity instruments issued, whichever is more reliably measurable.

The value of equity instruments issued for consideration other

than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods

or services as defined by ASC 505-50.

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.

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 quarter ending

March 31, 2021, 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 30,779,400 additional shares issuable in connection with outstanding options, warrants,

stock payable and convertible debts as of March 31, 2021.

The shares issuable under each instrument is as follows;

100,000 shares issuable

for options, 60,000 shares issuable for warrants, and 30,619,400 shares issuable under convertible notes.

Recently issued accounting pronouncements

4 unchanged sentences

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

As of September 30, 2020 intangible

As of March 31, 2021, intangible

assets total $261,726, net of $115,846 of accumulated amortization.

1 unchanged sentence

net of $111,596 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

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

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

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 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

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

Warrants exercised

Balance, September 30, 2019

As of September 30, 2020 , all stock warrants outstanding

are exercisable.

Amortization expense for the three months ended March 31,

2021 and 2020 was $4,251 and $9,720, respectively.

License 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 March 31, 2021.

RELATED PARTY

During the three months ended March 31, 2021 and 2020,

$0 and $22,000 was advanced by an officer and $7,616 and $0 was repaid, respectively .

As of March 31, 2021 and December 31, 2020, $52,499 and

$52,499 in advances remained due to officers of the company, respectively.

All other related party notes have been extinguished

or re-negotiated as convertible notes.

Convertible Notes Related

Convertible Notes Payable Related Party consists of the following:

March 31, 2021

December 31, 2020

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 accreted and charged to interest expenses as a financing expense in the amount of $105,880 during the year ended March 31, 2021 and 2020, respectively.

Unamortized debt discount

Total, net of unamortized discount

NOTES PAYABLE

8 unchanged sentences

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.)

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

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

June 10, 2020, Ovation Science Inc.

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,

As of March 31, 2021, $552,000 of

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

NOTES PAYABLE

Convertible Notes Payable consists of the following:

September 30,

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

1 unchanged sentence

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.

The Company evaluated the conversion feature of the note and concluded that it represents an embedded derivative.

As of March 31, 2021,

the fair value of the derivative is $7,358.

The Company determined the derivative was immaterial as of December 31, 2020.

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

1 unchanged sentence

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.

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®.

On October 26, 2015 the Company

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

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®.

evaluated the conversion feature of the note and concluded that it represents an embedded derivative.

As of March 31, 2021, the fair

value of the derivative is $24,834.

The Company determined the derivative was immaterial as of December 31, 2020.

The note has reached maturity and is in default.

1 unchanged sentence

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.

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 Company evaluated the conversion feature of the note and concluded

that it represents an embedded derivative.

As of March 31, 2021, the fair value of the derivative is $3,679.

The Company determined

the derivative was immaterial as of December 31, 2020.

The note has reached maturity and is in default.

1 unchanged sentence

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.

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 Company evaluated the conversion feature of

the note and concluded that it represents an embedded derivative.

As of March 31, 2021, the fair value of the derivative is $2,759.

The Company determined the derivative was immaterial as of December 31, 2020.

The note has reached maturity and is in default.

4 unchanged sentences

The note has reached maturity and is in default.

The Company evaluated the conversion feature of the note and concluded that it represents an embedded derivative.

As of March 31, 2021, the fair value of the derivative is $1,840.

The Company determined the derivative was immaterial as of December 31, 2020 The note has reached maturity and is in default.

Unamortized debt discount

5 unchanged sentences

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.

The aggregate beneficial conversion feature has been accreted and charged to interest expenses in the amount of $12,534 and $12,674 for the three months ended March 31, 2021 and 2020, respectively.

Unamortized debt discount

3 unchanged sentences

Total long-term convertible notes

NOTES PAYABLE RELATED PARTY

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.

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

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

Total, net of unamortized discount

determined the derivative liability of the options using the Binomial model.

The variables used for the Binomial model as of March 31, 2021 are as

listed below:

Risk free interest rate

Expected term (years)

Expected volatility

AND CONTINGENCIES

License Agreement

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 products.

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

License Fee is not paid by March 31, 2020.

No payments were made by Quoin and the agreement was terminated on December 31, 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, as amended under the same terms to expire on September

on January 27, 2021 the companies agreed to revise the milestone payments due under the agreement and to extend the agreement

indefinitely.

The milestones have not been reached as of March 31, 2021.

licensing fee has not been accrued due to the uncertainty of its collection.

On February 3, 2020, we entered into a License Agreement with Ovation

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 additional assignment rights for

its hand sanitizer products in exchange for $100,000.

STOCK OPTIONS

The following is a summary of option activity during the

three months ended March 31, 2021.

Number of Shares

Weighted Average Exercise Price

Balance, December 31, 2020

Options granted and assumed

Options expired

Options canceled

Options exercised

Balance, March 31, 2021

As of March 31, 2021, all stock options outstanding are

Stock warrants -

The following is a summary of warrants activity

during the year ended March 31, 2021.

Number of Shares

Weighted Average Exercise Price

Balance, December 31, 2020

Warrants granted and assumed

Warrants expired

Warrants canceled

Warrants exercised

Balance, March 31, 2021

As of March 31, 2021, all stock warrants outstanding are

STOCKHOLDERS’

2 unchanged sentences

The Company had 4,539,843 and 4,539,843 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

full License Fee is not paid by March 31, 2020.

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.

as of March 31, 2021 and December 31, 2020, respectively.

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

operations subsequent to March 31, 2021 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

35 unchanged sentences

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,

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.

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.

3 unchanged sentences

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

full License Fee is not paid by March 31, 2020.

On October 17, 2019, we entered an Exclusive License

Agreement with Quoin Pharmaceuticals, Inc., a Delaware corporation (“Quoin”) pursuant to which we 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 us a license fee of $1,000,000 (the “License Fee”) and a single digit royalty interest of all net sales on the

licensed products subject to adjustment in certain situations.

The agreement also requires that Quoin make certain milestone payments

to us upon achieving regulatory approval milestones for certain drug products.

The agreement was subject to termination, if among

other things, 50% of the license fee is not paid by December 31, 2019 and if the full License Fee is not paid by March 31, 2020.

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

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.

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 on September 30, 2020, and on January 27, 2021 the companies agreed to revise

the milestone payments due under the agreement and to extend the agreement indefinitely.

As of March 31, 2021, we have received

$125,000 in licensing fee income per this agreement.

On February 3, 2020, we entered into a License Agreement with Ovation

pursuant to which Skinvisible granted to Ovation Science Inc.

a license for the manufacture

and distribution rights to its hand sanitizer product, DermSafe.

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.

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 of $100,000 payable in year

3 of the agreement if it chooses to continue the license.

On June 10, 2020, the company exercised its rights and paid the $100,000 license

Results of Operations for the Three Months Ended March 31, 2021

Our revenue, which we combine from product sales,

royalties on patent licenses and license fees (product development fees), was $12,051 for the three months ended March 31, 2021,

a decrease from $16,052 for the same period ended March 31, 2020.

The revenue for both periods was mainly from license

fees, but we did have some product sales in the 2021 quarter.

We hope to generate more revenues from our licenses with Quoin and

Ovation for the rest of the year.

We had $3,300 in cost of revenues for the

three months ended March 31, 2021, as compared with no cost of revenues for the same period ended 2020, so our gross profit was

$8,751 for the three months ended March 31, 2021, as compared with gross profit of $16,052 for the three months ended March 31,

We had some product sales resulting in a reduced

gross profit for 2021 as compared with 2020.

We hope that our gross profit increases in 2021 with more revenues from our licenses

with Quoin and Ovation expected for the rest of the year, which do not have a cost of revenue component.

Operating Expenses

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.

Operating expenses decreased to $119,878 for the

three months ended March 31, 2021 from $146,044 for the same period ended March 31, 2020.

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

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

ended March 31, 2021 consisted mainly of accrued salaries and wages of $87,942, audit and accounting of $13,610, and amortization

In comparison, our operating expenses for the three months ended March 31, 2020 consisted mainly of accrued salaries

and wages of $87,942, audit and accounting of $28,870, and amortization of $9,719.

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.

We had other expenses of $324,378 for the three months ended March

31, 2021, as compared with other expenses of $300,092 for the three months ended March 31, 2020.

The increase in other expenses was primarily

a result of a loss on change od derivative liability in the amount of $40,471.

We expect to experience high debt payments in the future as a

result of our outstanding liabilities.

Moreover, as of the date of this report, there are a number of secured promissory notes with an

aggregate principal amount of approximately $772,000 that have matured.

In addition, we also have one unsecured promissory note with an

aggregate principal amount of $10,000 that has matured.

If we are unable to generate sufficient revenues and/or additional financing to

service this debt, there is a risk the lenders will call the notes, secure our assets, as to those applicable secured notes, and demand

If this happens, we could go out of business.

We recorded a net loss of $435,505 for the three months ended

March 31, 2021, as compared with a net loss of $430,084 for the three months ended March 31, 2020.

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.

As of March 31, 2021, we had total current assets of $22,417 and

total assets in the amount of $168,746.

Our total current liabilities as of March 31, 2021 were $2,957,995.

We had a working capital deficit

of $2,935,578 as of March 31, 2021, compared with a working capital deficit of $2,668,871 as of December 31, 2020.

Operating activities used $16,116 in cash for the three months

ended March 31, 2021, as compared with $15,849 used for the three months ended March 31, 2020.

Our negative operating cash flow for each

period was largely the result of our net losses for those periods, offset by adjustments to amortization of debt discount and increases

in accrued interest.

We used cash of $0 and $870 in investing activities for the three

months ended March 31, 2021 and 2020, respectively, for the purchase of fixed and intangible assets.

Cash flows used by financing activities during the three months

ended March 31, 2021 amounted to $7,616, as compared with cash provided of $22,000 for the three months ended March 31, 2021.

flow for the three months ended March 31, 2021 consisted of repayments of related party loans.

Our cash flow for the three months ended

March 31, 2020 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.

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 $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.

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 $35,135,913 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

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.

As of March 31, 2021, 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 December 2001, the SEC requested that

all registrants list their most “critical accounting polices”

in the Management Discussion and Analysis.

5 unchanged sentences

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.

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 –

2 unchanged sentences

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.

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.

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 –

6 unchanged sentences

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®.

As of March 31, 2021, we had not

recorded a reserve for doubtful accounts.

We have $175,000in 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

1 unchanged sentence

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.

Quantitative 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