What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2022-03-31 compared with 2021-04-15 · 459 added, 383 removed, 232 unchanged (78% of the section changed)

Financial Statements and Supplementary Data

to Financial Statements Required by Article 8 of Regulation S-X:

Index to Financial

Statements Required by Article 8 of Regulation S-X:

Audited Financial Statements:

Report of Independent Registered Public Accounting Firm

Reports of Independent Registered Public Accounting Firms

Consolidated Balance Sheets as of December 31, 2021 and 2020

Consolidated Statements of Operations for the years ended December 31, 2021 and 2020

Consolidated Statement of Stockholders’

Deficit for the years ended December 31, 2020 and 2019

Consolidated Statement of Stockholders’ Deficit for the years ended December 31, 2021 and 2020

Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020

Notes to Consolidated Financial Statements

Gries & Associates, LLC

Certified Public Accountants

Cherry Street Ste 1100

Denver, Colorado 80246

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Board of Directors and Stockholders

Skinvisible,Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets

of Skinvisible, Inc.

(the Company), which comprise the balance sheet as of December 31, 2021 and the related statements of Operations,

Changes in Stockholder’s Equity, and Cash Flows for the years then ended, and the related notes to the financial statements.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United Sates) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the

financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were

we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we were required to obtain an

understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the

Company’s internal control over financial reporting.

According we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluation of the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Emphasis of Matter Regarding

Going Concern

The accompanying financial

statements have been prepared assuming that the Company will continue as a going concern.

As described in Note 3 to the financial statements,

the Company has not generated any revenues since inception and sustained a net loss of $1,072,753 for the year under audit and has accumulated

losses of $35,773,161.

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

Management’s plans in regard to these matters are also described in Note 2.

The financial statements do not include any adjustments

that might result from the outcome of this uncertainty.

Our opinion is not modified with respect to this matter.

Emphasis of Matters-Risks and Uncertainties

The Company is not able to predict the ultimate

impact that COVID -19 will have on its business.

However, if the current economic conditions continue, the pandemic could have an

adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company plans

We have served as the Company’s auditor since 2021.

blaze@griesandassociates.com

Cherry Street Suite 1100, Denver,

Colorado 80246

(O)720-464-2875 (M)773-255-5631 (F)720-222-5846

REPORT OF INDEPENDENT REGISTERED PUBLIC

5 unchanged sentences

sheets of Skinvisible, Inc.

(the Company) as of December 31, 2020 and 2019, and the related statements of operations, stockholders’

deficit, and cash flows for each of the years in the two-year period ended December 31, 2020, and the related notes (collectively

9 unchanged sentences

has incurred cumulative net losses, which raises substantial doubt about its ability to continue as a going concern.

Management’s

plans concerning these matters are also described in Note 2.

3 unchanged sentences

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based

on our audits.

11 unchanged sentences

to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the

effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

29 unchanged sentences

These procedures

1) evaluating the appropriateness and consistency of management’s methods and assumptions used in identification,

recognition, measurement and disclosure of revenue 2) reading contract source documents for each audit selection, including master

7 unchanged sentences

necessary as of December 31, 2020.

Auditing management’s impairment tests of intangible assets was complex and highly judgmental

due to the significant measurement uncertainty in determining the fair values of intangible assets.

6 unchanged sentences

We compared the significant assumptions

used in the Company’s plan for the next twelve months, as well as revenue and operating margins, to current industry and

economic trends, including the impact of COVID-19.

/s/ Prager Metis CPAs, LLC

We have served as the Company’s auditor since 2019.

Basking Ridge, NJ

April 15, 2020

BALANCE SHEETS

SKINVISIBLE, INC.

CONSOLIDATED BALANCE SHEETS

Current assets

1 unchanged sentence

current assets

and trademarks, net of accumulated amortization of $111,596 and $533,415, respectively

and trademarks, net

LIABILITIES AND STOCKHOLDERS'

4 unchanged sentences

from related party

notes payable, current portion

notes payable

current liabilities

notes payable related party, net of unamortized discount of $ 1,837,918 and 2,447,770 respectively

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

notes payable, net of unamortized debt discount of $ 152,642 and $ 203,476 , respectively

Total liabilities

and contingencies( Note 6)

Stockholders' deficit

1 unchanged sentence

200,000,000 shares authorized;

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

31, 2020 and 2019, respectively

Shares payable

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

paid-in capital

( 35,773,161 )

( 34,700,408 )

stockholders' deficit

( 5,415,716 )

( 4,454,779 )

liabilities and stockholders' deficit

Accompanying Notes to Consolidated Financial Statements.

See Accompanying Notes to Consolidated

Financial Statements.

STATEMENTS OF OPERATIONS

5 unchanged sentences

operating expenses

from operations

Other income and (expense)

income - related party

on sale of fixed assets, related party

on extinguishment of debt

( 1,213,043 )

( 1,193,947 )

change in derivative liability

on settlement of debt

other income (expense)

loss before tax provision

( 1,260,833 )

( 1,193,947 )

loss per common share

diluted loss per common share

Basic weighted

average common shares outstanding

Fully diluted

income (loss)

$ ( 1,072,753 )

$ ( 1,447,612 )

income (loss) per common share

diluted income (loss) per common share

weighted average common shares outstanding

Accompanying Notes to Consolidated Financial Statements.

diluted weighted average common shares outstanding

See Accompanying Notes to Consolidated Financial Statements.

STATEMENT OF STOCKHOLDERS' DEFICIT

Paid-in Capital

Total Stockholders'

Additional Paid-in

Stockholders' Deficit

December 31, 2019

1 unchanged sentence

$ ( 3,007,167 )

Shares to be issued for settlement of debt

Discount on convertible

Debt modification

Issuance of shares payable

December 31, 2019

( 1,447,612 )

Issuance of shares payable

December 31, 2020

Balance, December

$ ( 34,700,408 )

$ ( 4,454,779 )

Accompanying Notes to Consolidated Financial Statements.

Derivative liability

written off to APIC

( 1,072,753 )

Balance, December

( 35,773,161 )

( 5,415,716 )

See Accompanying Notes to Consolidated Financial Statements.

STATEMENTS OF CASH FLOWS

Cash flows from operating

Income (loss)

$ ( 1,072,753 )

$ ( 1,447,612 )

to reconcile net income (loss) to net

provided (used) by operating activities:

to reconcile net loss to net cash provided (used) by operating activities:

and amortization

of debt discount

on extinguishment of debt

on sale of fixed assets, related party

on settlement of debt

change in derivative liability

in operating assets and liabilities:

4 unchanged sentences

in accrued interest

cash provided by (used in) operating activities

provided used in operating activities

Cash flows from investing

from sale of fixed assets

of fixed and intangible assets

cash (used in) provided by investing activities

used in investing activities

Cash flows from financing

from related party loans

on related party loans

cash provided by financing activities

from related party loans

on loans payable

on convertible notes payable

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:

Supplemental disclosure of

cash flow information:

paid for interest

SUPPLEMENTAL DISCLOSURE

OF CASH FLOW INFORMATION:

SUPPLEMENTAL DISCLOSURE OF

CASH FLOW INFORMATION:

investing and financing activities:

2 unchanged sentences

stock payable on extinguishment of debts

issued to settle shares payable

Accompanying Notes to Consolidated Financial Statements.

TO CONSOLIDATED FINANCIAL STATEMENTS

OF BUSINESS AND HISTORY

of business –

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

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

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

The technologies and formulations

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

Additionally,

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

pain management, and others.

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

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

The Company underwent

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

The Company’s subsidiary’s name

of Manloe Labs, Inc.

was also changed to Skinvisible Pharmaceuticals, Inc.

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

SKINVISIBLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DESCRIPTION OF BUSINESS

Description of business – Skinvisible,

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

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

hydrophilic and hydrophobic polymer emulsions.

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

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

Additionally, the Company’s non-dermatological formulations offer solutions

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

The Company maintains executive and sales

offices in Las Vegas, Nevada.

History – The Company was incorporated

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

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

it changed its name to Skinvisible, Inc.

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

was also changed to Skinvisible

Pharmaceuticals, Inc.

Skinvisible, Inc., together with its subsidiaries,

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

OF PRESENTATION AND GOING CONCERN

Basis of presentation –

Basis of presentation

The accompanying

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

United States of America.

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

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

Going concern –

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

the satisfaction of liabilities in the normal course of business.

For the year ended December 31, 2020, the Company had

a net loss of $1,447,612 The Company has also incurred cumulative net losses of $34,700,408 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 the necessary funding through licensing of its core products

and to seek additional debt and equity funding.

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

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

The obtainment of additional

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

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

audited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United

States of America.

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

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

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 year ended December 31, 2021, the Company had a net loss of $ 1,072,753 .

The Company has also incurred cumulative net losses of $ 35,773,161

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

Managements plans for the Company are to generate the necessary funding through licensing

of its core products and to seek additional debt and equity funding.

However, the Company’s ability to generate the necessary

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

The obtainment of

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

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

The consolidated financial statements

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

The Company's operations and business have

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

and elsewhere.

The 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 filing.

These estimates could change in the future, as new events

occur, or additional information is obtained.

OF SIGNIFICANT POLICIES

This summary of significant accounting

policies of Skinvisible Inc.

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

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

significant intercompany balances and transactions have been eliminated.

of estimates –

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

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

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

and the reported amounts of revenues and expenses during the reporting period.

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 filing.

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

SUMMARY OF SIGNIFICANT

This summary of significant accounting policies

of Skinvisible Inc.

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 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 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.

Cash and cash equivalents –

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

maturities of three months or less to be cash equivalents.

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.

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

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

the measurement date.

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

of unobservable inputs.

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

considered observable and the last unobservable.

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

These are typically obtained from real-time quotes

for transactions in active exchange markets involving identical assets.

The Company uses Level 1 measurements to value the

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

Level 2 Quoted prices

for similar assets and liabilities in active markets;

quoted prices included for identical or similar assets and liabilities

that are not active;

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

in active markets.

Significant estimates include estimates used

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

and the valuations of non-cash capital stock issuances.

The Company bases its estimates on historical experience and on various other

assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the

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

Actual results may differ from these estimates

under different assumptions or conditions.

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.

Fair Value of financial instruments

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 $ 4,572,284

since the stated rate of interest approximates market rates.

Fair value is defined as the exchange price that would

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

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

Valuation techniques used to measure fair value

maximize the use of observable inputs and minimize the use of unobservable inputs.

The Company utilizes a fair value hierarchy based on

three levels of inputs, of which the first two are considered observable and the last unobservable.

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

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

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

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

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

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

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

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

Level 3 Unobservable

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

These inputs reflect the reporting entity’s

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

information available in the circumstances.

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

in the periods included in these financial statements.

Revenue recognition –

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

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

be followed in evaluating revenue recognition:

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

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

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

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

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;

(ii) identify

the performance obligations in the contract;

(iii) determine the transaction price;

(iv) allocate the transaction price;

and (v) recognize revenue when or

as the entity satisfied a performance obligation.

sales –

Revenues from the sale of products (Invisicare®

polymers) are recognized when title to the products

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

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

sales –

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

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

reasonably assured payments.

and license rights sales –

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

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

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

governmental authorities that are collected by the Company from its customers (sales and use taxes, value added taxes, some excise

Accounts Receivable –

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

from the invoice date.

and (v) recognize

revenue when or as the entity satisfied a performance obligation.

Product sales –

Revenues from the sale of products (Invisicare® polymers) are recognized when title to the products are transferred to the customer

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

reasonably assured payments for products sold and delivered.

Royalty sales –

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

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

Distribution and license

rights sales – We also recognize revenue from distribution and license rights when no further contingencies or material

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

The Company has made an accounting policy election

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

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

Accounts Receivable

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

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 December 31, 2020 and 2019,

the Company had determined it was not necessary to recognize a reserve for doubtful accounts.

assets –

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

350-10”), “

Intangibles –

Goodwill and Other ”.

According to this statement, intangible assets with

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

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

taxes –

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

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

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

and tax credit carry-forwards.

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

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

The effect on deferred tax assets

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

compensation –

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

Compensation-Stock

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

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

Plan based on the estimated fair values.

(loss) per share –

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

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

by the weighted average number of common shares available.

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

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

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

Diluted earnings

(loss) per share has not been presented for the year ending December 31, 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 30,779,400 additional

shares issuable in connection with outstanding options, warrants, stock payable and convertible debts as of December 31, 2020.

The shares issuable under each instrument is as follows;

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

30,619,400 shares issuable under convertible notes.

There were 25,317,929 additional shares issuable in connection with outstanding

options, warrants, stock payable and convertible debts as of December 31, 2019.

The shares which were issuable at that date under

each instrument were as follows;

100,000 shares issuable for options, 72,000 shares issuable for warrants, 59,602 shares issuable

for shares payable and 25,086,327 shares issuable under convertible notes.

issued accounting pronouncements –

The Company has evaluated all other recent accounting pronouncements and believes

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

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 December 31, 2021 and 2020, the Company had determined it was not

necessary to recognize a reserve for doubtful accounts.

Intangible assets

The Company follows

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

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.

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.

Deferred tax assets and liabilities are

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

be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period

that includes the enactment date.

Stock-based compensation

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

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, 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 23,341,462 additional shares issuable in connection with outstanding options, warrants,

stock payable and convertible debts as of December 31, 2021 The shares issuable under each instrument is as follows;

30,000 shares issuable

for options, 40,000 shares issuable for warrants, 23,271,462 shares issuable under convertible notes.

Recently issued accounting pronouncements –

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

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

RELATED PARTY TRANSACTIONS

the year ended December 31, 2020, $26,900 was advanced by an officer and $21,300 was repaid to another officer.

of December 31, 2020, $52,499 in advances remained due to officers of the company.

All other related party notes have been extinguished

or re-negotiated as convertible notes.

(See note 9 for additional details.)

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

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

a license for the manufacture

and distribution rights to its hand sanitizer product, DermSafe.

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 additional rights to its hand sanitizer products and assigned Canadian Identification Numbers 02310589 and

02355558, all DermSafe Trademarks, DermSafe clinical data and the right to patent DermSafe where not currently patented.

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

The Company completed the required assignments during the year ending December

31, 2020 and recognized $100,000 in revenue.

Company earned $15,860 in royalties under the license agreement during the year ending December 31, 2020.

Company sold polymer products to Ovation Science Inc and earned $7,132 and 0 as of December 31, 2020 and 2019, respectively.

Notes Related Party

During the year ended December 31, 2021,

$ 25,200 in advances were repaid to an officer of the Company.

As of December 31, 2021, $ 27,299 in advances

remained due to officers of the Company.

Convertible Notes Related Party

Convertible Notes Payable Related Party consists of the following:

1 unchanged sentence

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.

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 $ 609,200 during the year ended December 31, 2021 and $ 613,200 for the year ended December 31, 2020.

The Company made payments toward the principal balance of the notes of $ 15,000 and $ 0 for the years ended December 31, 2021 and 2020, respectively.

Unamortized debt discount

Total, net of unamortized discount

expense for the years ended December 31, 2020 and 2019 was $0 and $119, respectively.

the year ended December 31, 2019, the Company sold furniture, fixtures and lab equipment to Ovation Science, a related party,

for $75,000, the assets had been fully depreciated by the Company in prior years and the Company recorded a gain from related

party of $75,000 as a result of the sale.

AND OTHER ASSETS

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

As of December 31, 2020 intangible assets total $261,726, net of $111,596 of accumulated amortization.

As of December 31,

2019, intangible assets total $698,800, net of $533,415 of accumulated amortization.

Company capitalized $16,767 in patent cost during the year ended December 31, 2020.

expense for the years ended December 31, 2020 and 2019 was $34,056 and $39,497, 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 December 31, 2020.

debt offering

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

proceeds of $552,000.

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

The Notes are secured by the US Patent

rights granted for the Company's Sunscreen Products:

US patent number #8,128,913:

"Sunscreen Composition with Enhanced UV-A

Absorber Stability and Methods.”

of December 31, 2020, $552,000 of the outstanding notes payable are past due and in default and have been classified as current

( 1,837,918 )

( 2,447,770 )

net of unamortized discount

INTANGIBLE AND OTHER

Patents and other intangible assets are capitalized

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

As of December 31, 2021 intangible assets total $ 153,591 ,

net of $ 129,535 of accumulated amortization.

As of December 31, 2020, intangible assets total $ 150,130 , net of $ 111,596 of accumulated

amortization.

The Company capitalized $ 20,864 and $ 16,767

in patent cost during the years ended December 31, 2021 and 2020, respectively and had amortization expense for the years ended December

31, 2021 and 2020 was $ 17,939 and $ 34,056 , 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

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 December 31, 2021.

NOTES PAYABLE

Secured debt offering

During the period from May 22, 2013 and December

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

The notes were due two

years from the anniversary date of execution.

The Notes are secured by the US Patent rights granted for the Company's Sunscreen Products:

US patent number #8,128,913:

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

During the year ended December 31, 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 December 31, 2021, the Company has recorded a

gain on settlement of the debt of $ 67,828 associated with the settlement of $ 118,400 of principal.

As of December 31, 2021, $ 443,600 of

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

NOTES PAYABLE

1 unchanged sentence

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

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

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

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

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

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

3 unchanged sentences

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

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

The note has reached maturity and is in default.

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®.

During the year ended December 31, 2021, the note was paid in full.

Unamortized debt discount

3 unchanged sentences

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

During the year ended December 31, 2021, the note was paid in full.

Unamortized debt discount

3 unchanged sentences

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

During the year ended December 31, 2021, the note was paid in full.

Unamortized debt discount

3 unchanged sentences

The note has reached maturity and is in default.

During the year ended December 31, 2021, the note was paid in full.

Unamortized debt discount

3 unchanged sentences

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

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

The Company has determined the value associated with the beneficial conversion feature in connection with the notes to be $ 152,642 as valued under the intrinsic value method.

6 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.

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.

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

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 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.

(See note 13).

As of December 31, 2020 the Company has received $125,000 in licensing fee income per this agreement.

Company provides for income taxes under FASB ASC 740, Accounting for Income Taxes.

FASB ASC 740 requires the use of an asset

and liability approach in accounting for income taxes.

Deferred tax assets and liabilities are recorded based on the differences

between the financial statement and tax bases of assets and liabilities and the tax rates in effect currently.

ASC 740 requires the reduction of deferred tax assets by a valuation allowance, if, based on the weight of available evidence,

it is more likely than not that some or all of the deferred tax assets will not be realized.

In the Company’s opinion, it

is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset.

a valuation allowance equal to the deferred tax asset has been recorded.

The total deferred tax asset is approximately $3.0 million

as of December 31, 2020 which is calculated by multiplying a 21% estimated tax rate by the cumulative net operating loss (NOL)

of approximately $14.6 million.

to the enactment of the Tax Reform Act of 2017, we have calculated our deferred tax assets using an estimated corporate tax rate

US Tax codes and laws may be subject to further reform or adjustment which may have a material impact to the Company’s

deferred tax assets and liabilities.

Company will recognize interest and penalties related to uncertain tax positions as a component of income tax expense.

As of December

31, 2020, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized

in the Company’s statement of operations.

significant components of the Company's deferred tax assets and liabilities as of December 31, 2020 and 2019 are as follows:

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) is still outstanding as of December 31, 2021.

As of December 31, 2021 the Company has

recognized $ 750,000 under the agreement including $ 635,800 during the year ended December 31, 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 collected.

On February 3, 2020,

we entered into a License Agreement with Ovation Science Inc.

pursuant to which Skinvisible granted to Ovation Science Inc.

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 .

The Company provides for income taxes

under FASB ASC 740, Accounting for Income Taxes.

FASB ASC 740 requires the use of an asset and liability approach in accounting

for income taxes.

Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases

of assets and liabilities and the tax rates in effect currently.

FASB ASC 740 requires the reduction of deferred

tax assets by a valuation allowance, if, based on the weight of available evidence, it is more likely than not that some or all of the

deferred tax assets will not be realized.

In the Company’s opinion, it is uncertain whether they will generate sufficient taxable

income in the future to fully utilize the net deferred tax asset.

Accordingly, a valuation allowance equal to the deferred tax asset

has been recorded.

The total deferred tax asset is approximately $ 3.3

million as of December 31, 2021 which is calculated by multiplying a 21 %

estimated tax rate by the cumulative net operating loss (NOL) of approximately $ 15.7

Due to the enactment of the Tax Reform

Act of 2017, we have calculated our deferred tax assets using an estimated corporate tax rate of 21 % .

US Tax codes and laws may be subject

to further reform or adjustment which may have a material impact to the Company’s deferred tax assets and liabilities.

The Company will recognize interest and

penalties related to uncertain tax positions as a component of income tax expense.

As of December 31, 2021, the Company had no accrued

interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s statement of operations.

The significant components of the Company's

deferred tax assets and liabilities as of December 31, 2021 and 2020 are as follows:

As of December 31,

4 unchanged sentences

Income tax expense

of December 31, 2020, and 2019, the Company had gross federal net operating loss carryforwards of approximately $14.6 million and

$13.2 million, respectively.

Company plans to file its U.S.

As of December

31, 2021, and 2020, the Company had gross federal net operating loss carryforwards of approximately $15.6 million and $14.6 million,

respectively.

The Company plans

to file its U.S.

federal return for the year ended December 31, 2021 upon the issuance of this filing.

of the tax return for the year ended December 31, 2019 the actual deferred tax asset and associated valuation allowance available

to the Company may differ from management’s estimates.

The tax years 2017-2019 remained open to examination for federal

income tax purposes by the major tax jurisdictions to which the Company is subject.

No tax returns are currently under examination

by any tax authorities.

OPTIONS AND WARRANTS

following is a summary of option activity during the years ended December 31, 2019 and 2020.

Upon filing of the tax return for

the year ended December 31, 2021 the actual deferred tax asset and associated valuation allowance available to the Company may differ

from management’s estimates.

The tax years 2018-2020 remained open to examination for federal income tax purposes by the major tax

jurisdictions to which the Company is subject.

No tax returns are currently under examination by any tax authorities.

STOCK OPTIONS AND

Stock options

The following is a summary of option activity during the years

ended December 31, 2021 and 2020.

Number of Shares

6 unchanged sentences

Balance, December 31, 2021

Options granted

Options expired

Options canceled

Options exercised

Balance, December

of December 31, 2020, all stock options outstanding are exercisable.

following is a summary of warrants activity during the years ended December 31, 2019 and 2020.

Number of Shares

As of December 31, 2021, all stock options outstanding are exercisable.

Stock warrants

The following is a summary of warrants activity during

the years ended December 31, 2021 and 2020.

Average Exercise Price

December 31, 2018

granted and assumed

December 31, 2019

granted and assumed

December 31, 2020

of December 31, 2020 , all stock warrants outstanding are exercisable.

STOCKHOLDERS’

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

The Company had 4,539,843 and 4,471,746 issued

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

the year ended December 31, 2020, the Company issued 68,097 shares valued at $59,602 to investors in settlement of outstanding

stock payable.

On January 27, 2021 the Company and Quoin agreed to revise the milestone

payments due under the Exclusive License Agreement to the following:

(i) Successful completion

of Phase 2 testing:

(ii) Successful completion

of Phase 3 testing:

(iii) Regulatory approval

(iv) Regulatory approval

In addition as part the amendment the Companies

also agreed to extend the agreement indefinitely.

Balance, December

Warrants granted and assumed

Warrants expired

Warrants canceled

Warrants exercised

Balance, December 31,

STOCKHOLDERS’

The Company is authorized to issue 200,000,000 shares

of $ 0.001 par value common stock.

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

31, 2021 and 2020, respectively.

SUBSEQUENT EVENTS

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

its operations subsequent to December 31, 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.

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

On January 7, 2022, Prager Metis

CPAs, LLC (the “Former Accountant”) declined to stand for reappointment as our independent registered public accounting firm

and, on January 12, 2022, we engaged Gries and Associates, LLC (the “New Accountant”) as our independent registered public

accounting firm.

The engagement of the New Accountant was approved by our Board of Directors.

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-K

Item 8. Financial Statements and Supplementary Data