What changed in this filing

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Item 1. Financial Statements

2021-11-19 compared with 2021-08-16 · 299 added, 227 removed, 306 unchanged (63% of the section changed)

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

F-1 Consolidated

Balance Sheets as of June 30, 2021 and December 31, 2020 (unaudited);

F-2 Consolidated

Statements of Operations for the three and six months ended June 30, 2021 and 2020 (unaudited);

Consolidated Statements of Stockholders’ Equity

( Deficit) for the six months ended June 30, 2021 and 2020 (unaudited);

Consolidated Statements of Cash Flow for the six months

ended June 30, 2021 and 2020 (unaudited);

Notes to Consolidated Financial Statements.

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.

Operating results for the interim period ended June 30, 2021 are not necessarily

indicative of the results that can be expected for the full year.

BALANCE SHEETS

Financial Statements

Our consolidated financial statements included in this Form 10-Q

are as follows:

Condensed Consolidated Balance Sheets as of September

30, 2021 and December 31, 2020 (unaudited);

Condensed Consolidated Statements of Operations for

the three and nine months ended September 30, 2021 and 2020 (unaudited);

Condensed Consolidated Statements of

Stockholders’ Equity ( Deficit) for the nine months

ended September 30, 2021 and 2020 (unaudited);

Condensed Consolidated Statements of Cash Flow for the

nine months ended September 30, 2021 and 2020 (unaudited);

Notes to Condensed Consolidated Financial

Statements (unaudited).

These condensed 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.

Operating results for the interim period ended September 30, 2021 are not necessarily indicative of

the results that can be expected for the full year.

SKINVISIBLE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

Current assets

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Stockholders' deficit

Common stock;

$ 0.001 par value;

200,000,000 shares authorized;

4,539,843 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively

4,539,843 shares issued and outstanding at September 30, 2021 and December

31, 2020, respectively

paid-in capital

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liabilities and stockholders' deficit

Accompanying Notes to Condensed Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF OPERATIONS

Revenues related party

See Accompanying Notes to

Condensed Consolidated Financial Statements.

SKINVISIBLE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Revenues related

Cost of revenues

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operating expenses

(loss) from operations

Other income and (expense)

change in derivative liability

fair value of derivative liability

on settlement of debt

other expense

income (loss)

other income (expense)

Loss from operations before income taxes

( 1,152,636 )

Provision for income taxes

$ ( 203,352 )

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$ ( 907,371 )

loss per common share

$ ( 1,152,636 )

Basic loss per common

diluted loss per common share

weighted average common shares outstanding

diluted weighted average common shares outstanding

Basic weighted average

common shares outstanding

Fully diluted weighted

average common shares outstanding

Accompanying Notes to Condensed Consolidated Financial Statements

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

SKINVISIBLE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

Additional Paid-in

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Derivative liability

written off to APIC

reclassified to APIC

Balance, June 30,

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( 5,105,493 )

Balance, September

( 35,607,779 )

( 5,308,845 )

Balance, December

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( 3,750,044 )

Shares issued for shares payable

Balance, September

( 34,405,432 )

( 4,159,803 )

Accompanying Notes to Condensed Consolidated Financial Statements

CONSOLIDATED STATEMENTS OF CASH FLOWS

SKINVISIBLE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Cash flows from operating

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provided (used) by operating activities:

and amortization

interest expense

of patents and trademarks

of debt discount

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in operating assets and liabilities:

(Increase) in prepaid assets

in prepaid assets

(Increase) in accounts receivable

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in accrued interest

provided by operating activities

provided used in operating activities

Cash flows from investing

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from related party loans

on loans payable

on convertible notes payable

on loans payable

on convertible notes payable - related party

cash provided by (used in) financing activities

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investing and financing activities:

stock payable on extinguishment of debts

Accompanying Notes to Condensed Consolidated Financial Statements

SKINVISIBLE, INC.

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

JUNE 30, 2021

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

DESCRIPTION OF BUSINESS

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of liabilities in the normal course of business.

For the six months ended June 30, 2021, the Company had a net loss of $ 704,019 .

The Company has also incurred cumulative net losses of $ 35,404,427

since its inception and requires capital for

its contemplated operational and marketing activities to take place.

For the nine months ended September 30, 2021, the Company had a net loss of $ 907,371 .

The Company has also incurred cumulative net losses of $ 35,607,779 since its inception and requires capital for its contemplated operational

and marketing activities to take place.

These factors, among others, raise substantial

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Principles of consolidation

The consolidated

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

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.

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

Actual results could differ from those estimates.

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.

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.

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.

and 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.

Cash and 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.

As of September 30, 2021 and December 31, 2020 the Company had no cash equivalents.

Fair Value of financial instruments

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

The carrying amount of the Company’s convertible debt is also stated at a fair value of $ 4,587,284 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 of $ 4,727,284 since the stated rate of interest approximates market rates.

Fair value is defined as the exchange price that would

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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 June 30, 2021:

Financial assets and liabilities measured

at fair value on a recurring basis are summarized below as of September 30, 2021:

Derivative Financial Instruments

As of June 30, 2021, the Company’s used the

following assumptions to value the derivative liabilities using the for Binomial-Lattice valuation model.

As of September 30, 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 ,

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using significant unobservable inputs:

December 31, 2020

reclassed to additional paid in capital

in fair market value of derivative liabilities

Balance June 30, 2021

Balance December 31, 2020

Derivative reclassified to additional paid in capital

Change in fair market value of derivative liabilities

Balance September 30, 2021

Revenue 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:

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 customer;

(ii) identify the performance obligations in the contract;

(iii) determine the transaction price;

(iii) determine the transaction

(iv) allocate the transaction price;

and (v) recognize revenue when or as the entity satisfied

a performance obligation.

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

Product sales –

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

distribution and license rights is recognized immediately meeting milestones and once the Company is reasonably assured of payment.

distribution and license rights is recognized immediately meeting milestones and once collection is substantially probable.

The Company has made an accounting policy election

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Accounts 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, 2021 and December 31, 2020, the Company had not recorded

a reserve for doubtful accounts.

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 September 30, 2021 and December 31, 2020, the Company had not recorded a reserve for doubtful accounts.

Intangible assets

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

The Company follows

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

Goodwill and Other ”.

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Stock-based 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 year ending December 31, 2020, since the effect of the assumed exercise of options and warrants to purchase common shares (common

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.

Earnings (loss) per share

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 nine months

ending September 30, 2021 and 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 30,689,400 additional shares issuable in connection with outstanding

options, warrants, stock payable and convertible debts as of June 30, 2021.

options, warrants, stock payable and convertible debts as of September 30, 2021.

shares issuable under each instrument is as follows;

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Recently issued accounting pronouncements

5, 2020, the FASB issued ASU 2020-06, “Debt –

Debt With Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic

815-40) which eliminated several legacy accounting models to simplify the accounting for convertible instruments.

In addition, the ASU

modified the derivative scope exception guidance to remove certain criteria and clarify others, which likely will result in more instruments

being equity classified or having more embedded features remain embedded.

ASU 2020-06 is effective for public companies during interim

and annual reporting periods beginning after December 15, 2021.

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

In August 2020, FASB issued ASU 2020-06, Accounting for Convertible

Instruments and Contracts in an Entity;

Own Equity (“ASU 2020-06”), as part of its overall simplification initiative to reduce

costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users

of financial statements.

Among other changes, the new guidance removes from GAAP separation models for convertible debt that require the

convertible debt to be separated into a debt and equity component, unless the conversion feature is required to be bifurcated and accounted

for as a derivative or the debt is issued at a substantial premium.

As a result, after adopting the guidance, entities will no longer

separately present such embedded conversion features in equity, and will instead account for the convertible debt wholly as debt.

new guidance also requires use of the “if-converted” method when calculating the dilutive impact of convertible debt on earnings

per share, which is consistent with the Company’s current accounting treatment under the current guidance.

The guidance is effective

for financial statements issued for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with

early adoption permitted, but only at the beginning of the fiscal year.

The Company is currently evaluating the impact the adoption of

ASU 2020-06 will have on the Company’s financial statements

INTANGIBLE AND OTHER

Patents and trademarks and other

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

As of June 30, 2021,

intangible assets total $ 282,590 ,

net of $ 120,144

of accumulated amortization.

As of December 31, 2020, intangible assets total $ 261,726 ,

net of $ 111,596

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, 2021, intangible

assets total $ 157,750 , net of $ 124,840 of accumulated amortization.

As of December 31, 2020, intangible assets total $ 150,130 , net of

$ 111,596 of accumulated amortization.

Amortization expense for the six months ended

June 30, 2021 and 2020 was $ 8,548 and $ 19,681 , 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 June 30, 2021.

Amortization expense for the nine months

ended September 30, 2021 and 2020 was $ 13,244 and $ 23,973 , 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 September 30, 2021.

RELATED PARTY TRANSACTIONS

During the six months ended June 30, 2021

From Related Party

During the nine months ended September 30,

2021 and 2020, $ 0 and $ 27,000 was advanced by an officer and $ 200 and $ 15,300 was repaid, respectively .

As of June 30, 2021 and December 31, 2020,

As of September 30, 2021 and December 31,

2020, $ 52,299 and $ 52,499 in advances remained due to officers of the company, respectively.

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Convertible Notes Payable Related Party consists of the following:

June 30, 2021

September 30, 2021

December 31, 2020

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.

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.

During the three months ended September 30, 2021, the Company made a $ 15,000 payment toward the principal balance of the note.

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 .

$ 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 $ 105,590 and $ 304,926 during the six months ended June 30, 2021 and 2020,

respectively.

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 $ 457,389 and $ 457,389 during the nine months ended September 30, 2021 and 2020, respectively.

Unamortized debt discount

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"Sunscreen Composition with Enhanced UV-A Absorber Stability and Methods.”

During the three months ended June 30, 2021,

During the nine months ended September

30, 2021, the Company entered to settlement agreements to settle various notes.

As part of the settlement the principal balance of the note was

settled for cash and all interest due through the date of settlement was forgiven.

As of June 30, 2021, the Company has recorded a gain

on settlement of the debt of $ 38,375

associated with the settlement of $ 65,900

of principal.

As of June 30, 2021, $ 486,100 of the outstanding

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

NOTES PAYABLE

As part of the settlement the principal balance of the

note was settled for cash and all interest due through the date of settlement was forgiven.

As of September 30, 2021, the Company has

recorded a gain on settlement of the debt of $ 64,673 associated with the settlement of $ 41,400 of principal.

As of September 30, 2021,

$ 445,600 of the outstanding notes payable are past due and in default and have been classified as current notes payable.

CONVERTIBLE NOTES

Convertible Notes Payable consists of the following:

September 30,

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

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

As of June 30, 2021, the fair value of the derivative is $ 49,205 .

As of September 30, 2021, the fair value of the derivative is $ 28,703 .

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

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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®.

October 26, 2015 the Company issued a $ 135,000

9% unsecured notes payable to investors, due October

After the first anniversary of the note, 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 at a variable conversion price of 90 %

of the average trading price of the common stock during the five (5) trading

day period ending on the latest complete trading day prior to the conversion date..

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.

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

During the three months ended June 30, 2021, the Company made payments of $ 50,000 on the balance of the note.

The fair value of the embedded derivative associated with the payments was $ 43,305 and was recorded to additional paid in capital.

As of June 30, 2021, the fair value of the derivative is $ 104,561 .

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

During the three months ended June 30, 2021, the Company made payments of $ 50,000

on the balance

The fair value of the embedded derivative associated with the payments was $ 43,305

and was recorded

to additional paid in capital.

As of September 30, 2021, the fair value of the derivative is $ 60,994 .

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

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

The note has reached

maturity and is now in default, under the notes default provisions the entire balance is now due

During the nine months ended September 30, 2021, the Company entered into a settlement

agreements to settle the note.

As part of the settlement an initial payment of $ 50,000 was made on

the principal balance of the note and all interest due through the date of settlement was forgiven.

As of September 30, 2021, the Company has recorded a gain on settlement of the debt of $ 34,320 associated

with the settlement and the note had a balance of $ 85,000 as of September 30, 2021.

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.

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

As of June 30, 2021, the fair value of the derivative is $ 24,603 .

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 was due on February

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 September 30, 2021, the fair value

of the derivative is $ 14,351 .

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.

The notes have reached maturity and are now in

default, under the notes default provisions the entire balance is now due upon demand.

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.

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

During the three months ended June 30, 2021, the Company made payments of $ 15,000 on the balance of the note and the note was paid in full.

The fair value of the embedded derivative associated with the payments was $ 10,000 and was recorded to additional paid in capital.

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 was due on August 11, 2018.

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.

The fair value of the embedded derivative associated with the

payments was $ 10,000

and was recorded to additional paid in capital.

On April 15, 2021, the Company entered into

a settlement agreements to settle the note.

As part of the settlement an initial payment of $ 15,000 was made on the principal

balance of the note and all interest due through the date of settlement was forgiven.

As of September 30, 2021, the Company has

recorded a gain on settlement of the debt of $ 3,832 associated with the settlement of the note.

Unamortized debt discount

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

As of June 30, 2021, the fair value of the derivative is $ 12,301 .

As of September 30, 2021, the fair value of the derivative is $ 7,176 .

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

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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 in the amount of $ 25,208 and $ 25,348 for the six months ended June 30, 2021 and 2020, respectively.

The aggregate beneficial conversion feature has been accreted and charged to interest expenses in the amount of $ 38,201 and $ 12,731 for the nine months ended September 30, 2021 and 2020, respectively.

Unamortized debt discount

4 unchanged sentences

COMMITMENTS AND CONTINGENCIES

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.

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

1 unchanged sentence

No payments were made by Quoin and the agreement was terminated on December 31, 2019.

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 30, 2020 and

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 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.

On June 14, 2021, the Company entered

into an amendment to change the terms of the license Fee as shown below.

consideration for the rights conveyed by Skinvisible under this Agreement, Licensee agrees to pay to Skinvisible a one-time, non-refundable,

non-creditable license issue fee of one million USD dollars (USO $1,000,000) (''License Fee'').

To date, Licensee has paid three hundred

ninety-two thousand five hundred US dollars (USD $392,500) of this fee as part of the First Half Payment of the License Fee , $125,000

of which was paid in the year ending December 31, 2020 and $267,500 in the six months ended June 30, 2021 .

The balance due of the

First Half Payment is one hundred seven thousand five hundred US dollars (USD $107,500) which was received on July 7, 2021.

payment of two hundred and fifty thousand dollars ($250,000) is due no later than ten (10) business days after receipt by Licensee of

additional funding from Altium Capital which coincides with the approval from the SEC on Quoin’s merger with a NASDAQ listed company,

expected in September.

The remaining balance of two hundred and fifty thousand dollars ($250,000) will be paid on December 31, 2021.

of June 30, 2021the Company has recognized $392,500 under the agreement including $267,500 during the six months ended June 30, 2021.

The balance of licensing fee has not yet been recognized as it is not yet probable that substantially all of the consideration will be

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

pursuant to which Skinvisible granted to Ovation Science

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

In exchange for the license, Ovation

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.

On June 14, 2021, the Company entered into an amendment to change

the terms of the license Fee as shown below.

As partial consideration for the rights conveyed

by Skinvisible under this Agreement, Licensee agrees to pay to Skinvisible a one-time, non-refundable, non-creditable license issue fee

of one million USD dollars (USO $1,000,000) (''License Fee'').

To date, Licensee has paid three hundred ninety-two thousand five hundred

US dollars (USD $392,500) of this fee as part of the First Half Payment of the License Fee, $125,000 of which was paid in the year ending

December 31, 2020 and $375,000 in the nine months ended September 30, 2021.

The balance due of the First Half Payment is one hundred seven

thousand five hundred US dollars (USD $107,500) which was received on July 7, 2021.

A further payment of two hundred and fifty thousand

dollars ($250,000) is due no later than ten (10) business days after receipt by Licensee of additional funding from Altium Capital which

coincides with the approval from the SEC on Quoin’s merger with a NASDAQ listed company.

On October 28, 2021 Quoin completed a merger

with Cellect Biotechnology, Ltd.

and completed a securities purchase agreement with Altium Capital.

The remaining balance of two hundred

and fifty thousand dollars ($250,000) will be paid on December 31, 2021.

As of September

30, 2021 the Company has recognized $ 510,800 under the agreement including $ 385,800 during the nine months ended September 30, 2021.

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 additional

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

STOCK OPTIONS AND

The following is a summary of option activity during the six months

ended June 30, 2021.

The following is a summary of option activity during the nine

months ended September 30, 2021.

Number of Shares

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Options exercised

Balance, June 30, 2021

As of June 30, 2021, all stock options outstanding are exercisable.

Balance, September 30, 2021

As of September 30, 2021, all stock options outstanding are exercisable.

Stock warrants -

The following is a summary of warrants activity during

the year ended June 30, 2021.

Average Exercise Price

the nine months ended September 30, 2021.

Number of Shares

Weighted Average Exercise Price

Balance, December 31, 2020

3 unchanged sentences

Warrants exercised

Balance, June 30, 2021

As of June 30, 2021, all stock warrants outstanding are exercisable.

Balance, September 30,

As of September 30, 2021, all stock warrants outstanding are exercisable.

STOCKHOLDERS’

1 unchanged sentence

of $ 0.001 par value common stock.

The Company had 4,539,843 and 4,539,843 issued and outstanding shares of common stock as of June 30,

The Company had 4,539,843 and 4,539,843 issued and outstanding shares of common stock as of September

30, 2021 and December 31, 2020, respectively.

SUBSEQUENT EVENTS

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

subsequent to June 30, 2021 to the date these financial statements were available to be issued and has determined that it does not have

any material subsequent events to disclose in these financial statements.

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

its operations subsequent to September 30, 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.

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