What changed in this filing

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Item 9A. Controls and Procedures

2022-03-31 compared with 2021-04-15 · 238 added, 263 removed, 124 unchanged (80% of the section changed)

Controls and Procedures

As required by Rule 13a-15

under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and

procedures as of the end of the period covered by this annual report, being December 31, 2020.

This evaluation was carried out

under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.

As required by Rule 13a-15 under

the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures

as of the end of the period covered by this annual report, being December 31, 2021.

This evaluation was carried out under the supervision

and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.

Disclosure controls and procedures

are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or

submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified

in the Securities and Exchange Commission’s rules and forms.

Disclosure controls and procedures include controls and procedures

designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange

Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to

allow timely decisions regarding required disclosure.

Based upon that evaluation,

including our Chief Executive Officer and Chief Financial Officer, we have concluded that our disclosure controls and procedures

were ineffective as of the end of the period covered by this annual report.

Management’s Annual

Report on Internal Control over Financing Reporting

Our management is responsible

for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities

Exchange Act of 1934).

Management has assessed the effectiveness of our internal control over financial reporting as of December

31, 2020 based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations

of the Treadway Commission.

As a result of this assessment, management concluded that, as of December 31, 2020, our internal control

over financial reporting was not effective.

Our management identified the following material weaknesses in our internal control

over financial reporting, which are indicative of many small companies with small staff:

(i) inadequate segregation of duties and

effective risk assessment;

and (ii) insufficient written policies and procedures for accounting and financial reporting with respect

to the requirements and application of both US GAAP and SEC guidelines.

are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted

under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities

and Exchange Commission’s rules and forms.

Disclosure controls and procedures include controls and procedures designed to ensure

that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated

and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding

required disclosure.

Based upon that evaluation, including

our Chief Executive Officer and Chief Financial Officer, we have concluded that our disclosure controls and procedures were ineffective

as of the end of the period covered by this annual report.

Management’s Annual Report

on Internal Control over Financing Reporting

Our management is responsible for

establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange

Act of 1934).

Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2021 based

on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

As a result of this assessment, management concluded that, as of December 31, 2021, our internal control over financial reporting was

not effective.

Our management identified the following material weaknesses in our internal control over financial reporting, which are

indicative of many small companies with small staff:

(i) inadequate segregation of duties and effective risk assessment;

and (ii) insufficient

written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP

and SEC guidelines.

We plan to take steps to enhance

and improve the design of our internal control over financial reporting.

During the period covered by this annual report on Form

10-K, we have not been able to remediate the material weaknesses identified above.

To remediate such weaknesses, we hope to implement

the following changes during our fiscal year ending December 31, 2021:

(i) appoint additional qualified personnel to address inadequate

segregation of duties and ineffective risk management;

and (ii) adopt sufficient written policies and procedures for accounting

and financial reporting.

The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing

to cover the costs of implementing the changes required.

If we are unsuccessful in securing such funds, remediation efforts may

be adversely affected in a material manner.

This annual report does not

include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

Management’s

report was not subject to attestation by our registered public accounting firm pursuant to an exemption for non-accelerated filers

set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

During the period covered by this annual report on Form 10-K,

we have not been able to remediate the material weaknesses identified above.

To remediate such weaknesses, we hope to implement the following

changes during our fiscal year ending December 31, 2022:

(i) appoint additional qualified personnel to address inadequate segregation

of duties and ineffective risk management;

and (ii) adopt sufficient written policies and procedures for accounting and financial reporting.

The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing

the changes required.

If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

This annual report does not include

an attestation report of our registered public accounting firm regarding internal control over financial reporting.

report was not subject to attestation by our registered public accounting firm pursuant to an exemption for non-accelerated filers set

forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Other Information

Disclosure Regarding Foreign Jurisdictions

that Prevent Inspections.

Directors, Executive

Officers and Corporate Governance

The following information

sets forth the names, ages, and positions of our current directors and executive officers.

The following information sets forth

the names, ages, and positions of our current directors and executive officers.

Position(s) and Office(s) Held

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Chief Executive Officer, Chief Financial Officer, and Director

Set forth below is a brief

description of the background and business experience of each of our current executive officers and directors.

has been our Chief Executive Officer and Director since March 5, 1998.

Howlett has a diversified background in market initialization

and development, sales and venture capital financing for emerging growth companies.

He has held senior management, marketing and

sales positions with various companies, including the Canadian Federation of Independent Business, Family Life Insurance, and Avacare

of Canada and founded Presley Laboratories, Inc., which marketed cosmetic and skin, care products on a direct sales basis.

the ten years prior to becoming President of the Company, Mr.

Howlett was the President and CEO of Voice-it Solutions, Inc., a

publicly traded company on the Vancouver Stock exchange that made voice response software for order entry systems.

an inventor and businessman based in Las Vegas, Nevada.

He has invented and co-invented turbochargers and superchargers, some of

which are in use today on production vehicles and in Formula 1.

He has also been involved in other various aspects of the automotive

industry, including product development, service, and repair.

Set forth below is a brief description

of the background and business experience of each of our current executive officers and directors.

Howlett , has

been our Chief Executive Officer and Director since March 5, 1998.

Howlett has a diversified background in market initialization and

development, sales and venture capital financing for emerging growth companies.

He has held senior management, marketing and sales positions

with various companies, including the Canadian Federation of Independent Business, Family Life Insurance, and Avacare of Canada and founded

Presley Laboratories, Inc., which marketed cosmetic and skin, care products on a direct sales basis.

For the ten years prior to becoming

President of the Company, Mr.

Howlett was the President and CEO of Voice-it Solutions, Inc., a publicly traded company on the Vancouver

Stock exchange that made voice response software for order entry systems.

inventor and businessman based in Las Vegas, Nevada.

He has invented and co-invented turbochargers and superchargers, some of which are

in use today on production vehicles and in Formula 1.

He has also been involved in other various aspects of the automotive industry, including

product development, service, and repair.

He has been an Officer and Director of Homeland Resources Ltd.

July of 2014 and currently serves as the President and a Director.

He has been the Vice President and a Director of Nouveau Ventures

since July of 2014 and currently

serves as the President and a Director.

He has been the Vice President and a Director of Nouveau Ventures Inc.

since August of 2014.

James served as the President of XLR Medical Corporation from January 2009 through January 2012.

Our bylaws authorize no less

than one (1) and more than twelve (12) directors.

Our bylaws authorize no less than

one (1) and more than twelve (12) directors.

We currently have two directors.

Term of Office

Our Directors are appointed

for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance

with our bylaws.

Our Directors are appointed for a

one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with

Our officers are appointed by our board of directors and hold office until removed by the board.

2 unchanged sentences

is head of Business Development.

McMorran brings to the Company almost 20 years of experience in the medical and pharmaceutical

industry, specifically in the areas of strategic planning, sales and marketing.

She has spent the last seven years selling to international

dermatology and skincare focused companies like Procter and Gamble, Johnson & Johnson, Stiefel, Galderma, Novartis and Graceway,

to name a few.

McMorran, who holds a Bachelor of Commerce (Honors) degree, spent six years in the pharmaceutical industry with

Astra Pharma.

Additionally, she has held senior management level positions with a number of healthcare companies, focusing on business

development, sales, marketing and operations.

McMorran brings to the Company almost 20 years of experience in the medical and pharmaceutical industry,

specifically in the areas of strategic planning, sales and marketing.

She has spent the last seven years selling to international dermatology

and skincare focused companies like Procter and Gamble, Johnson & Johnson, Stiefel, Galderma, Novartis and Graceway, to name a few.

McMorran, who holds a Bachelor of Commerce (Honors) degree, spent six years in the pharmaceutical industry with Astra Pharma.

Additionally,

she has held senior management level positions with a number of healthcare companies, focusing on business development, sales, marketing

and operations.

Family Relationships

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between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.

Involvement in Certain

Legal Proceedings

To the best of our knowledge,

during the past ten years, none of the following occurred with respect to a present or former director, executive officer, or employee:

(1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either

at the time of the bankruptcy or within two years prior to that time;

(2) any conviction in a criminal proceeding or being subject

to a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3) being subject to any order, judgment

or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily

enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities;

and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission

to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Audit Committee

We do not have a separately

designated standing audit committee.

The entire board of directors performs the functions of an audit committee, but no written

charter governs the actions of the board of directors when performing the functions of that would generally be performed by an

Involvement in Certain Legal Proceedings

To the best of our knowledge, during

the past ten years, none of the following occurred with respect to a present or former director, executive officer, or employee:

bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time

of the bankruptcy or within two years prior to that time;

(2) any conviction in a criminal proceeding or being subject to a pending criminal

proceeding (excluding traffic violations and other minor offenses);

(3) being subject to any order, judgment or decree, not subsequently

reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise

limiting his or her involvement in any type of business, securities or banking activities;

and (4) being found by a court of competent

jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities

or commodities law, and the judgment has not been reversed, suspended or vacated.

Audit Committee

The board of directors approves the selection of our independent accountants and meets and interacts with the

independent accountants to discuss issues related to financial reporting.

In addition, the board of directors reviews the scope

and results of the audit with the independent accountants, reviews with management and the independent accountants our annual operating

results, considers the adequacy of our internal accounting procedures and considers other auditing and accounting matters including

fees to be paid to the independent auditor and the performance of the independent auditor.

We do not have a separately designated

standing audit committee.

The entire board of directors performs the functions of an audit committee, but no written charter governs the

actions of the board of directors when performing the functions of that would generally be performed by an audit committee.

of directors approves the selection of our independent accountants and meets and interacts with the independent accountants to discuss

issues related to financial reporting.

In addition, the board of directors reviews the scope and results of the audit with the independent

accountants, reviews with management and the independent accountants our annual operating results, considers the adequacy of our internal

accounting procedures and considers other auditing and accounting matters including fees to be paid to the independent auditor and the

performance of the independent auditor.

We do not have an audit committee

financial expert because of the size of our company and our board of directors at this time.

We believe that we do not require

an audit committee financial expert at this time because we retain outside consultants who possess these attributes as needed.

For the fiscal year ending

December 31, 2020, the board of directors:

Reviewed and discussed the

audited financial statements with management, and

Reviewed and discussed the

written disclosures and the letter from our independent auditors on the matters relating to the auditor’s independence.

Based upon the board of directors’

review and discussion of the matters above, the board of directors authorized inclusion of the audited financial statements for the year ended December 31, 2020 to be included in this Annual Report on Form 10-K and filed with the Securities and Exchange Commission.

We believe that we do not require an audit

committee financial expert at this time because we retain outside consultants who possess these attributes as needed.

For the fiscal year ending December

31, 2021, the board of directors:

Reviewed and discussed the audited

financial statements with management, and

Reviewed and discussed the written

disclosures and the letter from our independent auditors on the matters relating to the auditor’s independence.

Based upon the board of directors’ review and discussion of the matters above, the board of directors authorized inclusion of the audited financial statements for the year ended December 31, 2021 to be included in this Annual Report on Form 10-K and filed with the Securities and Exchange Commission.

16(a) Beneficial Ownership Reporting Compliance

16(a) of the Exchange Act requires our directors and executive officers and persons who beneficially own more than ten percent

of a registered class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of

changes in ownership of common stock and other equity securities of the Company.

Officers, directors and greater than ten percent

beneficial shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

best of our knowledge based solely on a review of Forms 3, 4, and 5 (and any amendments thereof) received by us during or with

respect to the year ended December 31, 2020, the following persons have failed to file, on a timely basis, the identified reports

required by Section 16(a) of the Exchange Act during fiscal year ended December 31, 2020:

Name and principal position

a required form

Terry Howlett

CEO, CFO & Director

Doreen McMorran

Code of Ethics

We adopted a Code of Ethics

for Financial Executives, which include our principal executive officer, principal financial officer, principal accounting officer

or controller, or persons performing similar functions.

The Code of Ethics was filed as an exhibit to the annual report on Form

10KSB for the fiscal year ended December 31, 2004 and filed with the SEC on April 14, 2005.

Section 16(a)

of the Exchange Act requires our directors and executive officers and persons who beneficially own more than ten percent of a registered

class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of

common stock and other equity securities of the Company.

Officers, directors and greater than ten percent beneficial shareholders are

required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

To the best of our knowledge based solely

on a review of Forms 3, 4, and 5 (and any amendments thereof) received by us during or with respect to the year ended December 31, 2021,

all filings were timely made.

We adopted a Code of Ethics for Financial

Executives, which include our principal executive officer, principal financial officer, principal accounting officer or controller, or

persons performing similar functions.

The Code of Ethics was filed as an exhibit to the annual report on Form 10KSB for the fiscal year

ended December 31, 2004 and filed with the SEC on April 14, 2005.

Executive Compensation

Compensation Discussion

Currently, the objective of

the cash compensation paid by the company is to provide fair reimbursement for the time spent by our executive officer and independent

directors to the extent feasible within the financial constraints faced by our developing business.

The stock options granted to

our executive officer and to our independent directors are intended to provide these individuals with incentives to pursue the

growth and development of the company’s operations and business opportunities.

Although the options awarded to our executive

and directors are typically exercisable immediately, they also remain valid and exercisable for terms of several years.

this provides the proper balance of short-term and long-term incentives to increase the value of the company.

Although an immediate

increase in share price following the issuance of the options would obviously result in a profit if those options were exercised,

the longer exercisable period of the options also provides an incentive to increase value over the long term and gives our executive

officer and directors the opportunity to realize gains based on the sustained growth of our operations and revenues.

In addition, our sole executive

officer holds substantial ownership in the company and is generally motivated by a strong entrepreneurial interest in expanding

our operations and revenue base to the best of his ability.

Compensation Discussion and Analysis

Currently, the objective of the cash

compensation paid by the company is to provide fair reimbursement for the time spent by our executive officer and independent directors

to the extent feasible within the financial constraints faced by our developing business.

The stock options granted to our executive officer

and to our independent directors are intended to provide these individuals with incentives to pursue the growth and development of the

company’s operations and business opportunities.

Although the options awarded to our executive and directors are typically exercisable

immediately, they also remain valid and exercisable for terms of several years.

We believe this provides the proper balance of short-term

and long-term incentives to increase the value of the company.

Although an immediate increase in share price following the issuance of

the options would obviously result in a profit if those options were exercised, the longer exercisable period of the options also provides

an incentive to increase value over the long term and gives our executive officer and directors the opportunity to realize gains based

on the sustained growth of our operations and revenues.

In addition, our sole executive officer

holds substantial ownership in the company and is generally motivated by a strong entrepreneurial interest in expanding our operations

and revenue base to the best of his ability.

Summary Compensation Table

The table below summarizes

all compensation awarded to, earned by, or paid to our former or current executive officers for the fiscal years ended December

31, 2020 and 2019.

The table below summarizes all compensation

awarded to, earned by, or paid to our former or current executive officers for the fiscal years ended December 31, 2021 and 2020.

SUMMARY COMPENSATION TABLE

8 unchanged sentences

Howlett during the fiscal year ended December 31, 2020 was $0.

Narrative Disclosure

to the Summary Compensation Table

Narrative Disclosure to the

Summary Compensation Table

We granted Mr.

the right to convert his accrued compensation of $270,000 and $90,000 as of December 31, 2020 and 2019 into our common stock at

$1.00 per share at any time until 2022.

right to convert his accrued compensation of $450,000 and $270,000 as of December 31, 2021 and 2020 into our common stock at $1.00 per

share at any time until 2022.

If exercised, we also agreed to issue a three-year warrant to Mr.

Howlett to purchase

an aggregate amount of 135,000 and 45,000 shares of common shares at a strike price of $1.50 per share for the years ended December

31, 2020 and 2019, respectively.

Outstanding Equity

Awards at Fiscal Year-End

The table below summarizes

all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of December

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

OPTION AWARDS

Number of Securities Underlying Unexercised Options (#)Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Equity Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options (#)

Option Exercise Price ($) (1)

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested(#)

Market Value of Shares or Units of Stock That Have Not Vested ($)

Equity Incentive Plan Awards:

Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)

Equity Incentive Plan Awards:

Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#)

Terry Howlett

below summarizes all compensation of our directors as of December 31, 2020.

Howlett to purchase an aggregate amount

of 135,000 and 45,000 shares of common shares at a strike price of $1.50 per share for the years ended December 31, 2021 and 2020, respectively.

Outstanding Equity Awards

at Fiscal Year-End

There were no unexercised options,

stock that has not vested, or equity incentive plan awards as of December 31, 2021.

The table below

summarizes all compensation of our directors as of December 31, 2021.

DIRECTOR COMPENSATION

Earned or Paid in Cash

Incentive Plan Compensation ($)

Non-Qualified

Deferred Compensation Earnings

Other Compensation ($)

Narrative Disclosure to

the Director Compensation Table

All the fees earned or paid

in cash and stock options awards granted to Terry Howlett were earned in connection with his service as an executive officer.

Howlett received no compensation for his service as a member of our board of directors.

James was paid $6,000

for his services during the year ended December 31, 2020.

On September 22, 2018, we

granted an option to purchase 2,000 shares of our common stock to Mr.

Fees Earned or Paid in Cash

Stock Awards ($)

Option Awards

Non-Equity Incentive Plan Compensation ($)

Non-Qualified Deferred Compensation Earnings

All Other Compensation ($)

Narrative Disclosure to the Director

Compensation Table

All the fees earned or paid in cash

and stock options awards granted to Terry Howlett were earned in connection with his service as an executive officer.

Howlett received

no compensation for his service as a member of our board of directors.

James was paid $6,000 for

his services during the year ended December 31, 2021.

On September 22, 2018, we granted

an option to purchase 2,000 shares of our common stock to Mr.

The options have a strike price of $1.75.

stock options were exercisable upon grant and have a life of 5 years.

The stock options were valued at $35,497 using the Black-Scholes

option pricing model.

The stock options were

exercisable upon grant and have a life of 5 years.

The stock options were valued at $35,497 using the Black-Scholes option pricing model.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth,

as of April 6, 2021, the beneficial ownership of our common stock by each executive officer and director, by each person known

by us to beneficially own more than 5% of our common stock and by the executive officers and directors as a group.

The following table sets forth, as

of March 22, 2022, the beneficial ownership of our common stock by each executive officer and director, by each person known by us to

beneficially own more than 5% of our common stock and by the executive officers and directors as a group.

Title of class

11 unchanged sentences

Except as otherwise indicated, the address of each person named in this table is c/o Skinvisible, Inc., 6320 South Sandhill Road, Suite 10, Las Vegas, Nevada 89120.

As used in this table, "beneficial ownership"

means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security).

In addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial ownership"

of any security that such person has the right to acquire within 60 days after such date.

Except as otherwise indicated, all shares are owned directly and

the percentage shown is based on 4,539,843 shares of common stock issued and outstanding on April 6, 2021.

As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security).

In addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial ownership" of any security that such person has the right to acquire within 60 days after such date.

Except as otherwise indicated, all shares are owned directly and the percentage

shown is based on 4,539,843 shares of common stock issued and outstanding on March 22, 2022.

Includes 154,466 shares held in his name as indicated on our shareholder

list, and 11,041,001 shares of common stock held in derivative securities.

Includes an option to purchase 2,000 shares of common stock at $0.035

Includes an option to purchase 2,000 shares of common stock at $0.035 per share.

Includes 36,000 shares held in her name as indicated on our shareholder list, and 10,350,510 shares of common stock held in derivative securities.

Certain Relationships and Related Transactions, and Director Independence

Aside from that which follows

and in “Executive Compensation,”

none of our directors or executive officers, nor any proposed nominee for election

as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights

attached to all of our outstanding shares, nor any members of the immediate family (including spouse, parents, children, siblings,

and in-laws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction for the last two

fiscal years or in any presently proposed transaction which, in either case, has or will materially affect us.

During 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.

Terry Howlett and Doreen McMorran control Ovation Science.

On February 3, 2020, we entered into a License

Agreement with Ovation Science, pursuant to which the Company granted to Ovation Science Inc.

a license for the manufacture and

distribution rights to its hand sanitizer product, DermSafe.

Aside from that which follows and

in “Executive Compensation,” none of our directors or executive officers, nor any proposed nominee for election as a director,

nor any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to all of our

outstanding shares, nor any members of the immediate family (including spouse, parents, children, siblings, and in-laws) of any of the

foregoing persons has any material interest, direct or indirect, in any transaction for the last two fiscal years or in any presently

proposed transaction which, in either case, has or will materially affect us.

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

with Ovation Science, pursuant to which the Company 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.

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.

On 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.

The Company earned $15,861 in royalties under

the license agreement during the year ending December 31, 2020.

The Company sold polymer products to Ovation

Science Inc and earned $7,132 and 0 as of December 31, 2020 and 2019, respectively.

the year ended December 31, 2020, $27,000 was advanced by Terry Howlett and

$400 was repaid to Terry Howlett and $21,000 was repaid to Doreen McMorran .

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.

In exchange 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

The Company earned $2,458 and $15,861 in royalties

under the license agreement during the years ending December 31, 2021 and 2020, respectively.

Company sold polymer products to Ovation Science Inc and earned $2,458 and $7,132 as of December 31, 2021 and 2020, respectively.

During the year ended December 31,

2020, $27,000 was advanced by Terry Howlett and $400 was repaid to Terry Howlett and $21,000 was repaid to Doreen McMorran.

As of December 31, 2020, $52,499

3 unchanged sentences

or re-negotiated as convertible notes.

The following table

details the notes that are outstanding for Terry Howlett and Doreen McMorran.

During the year ended December 31, 2021, $25,200 in advances were repaid

As of December 31, 2021, $27,299 in advances remained due to Mr.

During the year ended December 31, 2021, $15,000 in advances were repaid

As of December 31, 2021, $38,400 in advances remained due to Ms.

The following table details

the notes that are outstanding for Terry Howlett and Doreen McMorran.

Outstanding Principal as of December 31, 2021

17 unchanged sentences

December 31, 2024

Doreen McMorran

December 31, 2019

Accrued Interest as of December 31, 2021

2 unchanged sentences

Fees and Services

Below is the table of Audit

Fees (amounts in US$) billed by our auditor in connection with the audit of the Company’s annual financial statements for

the years ended:

Below is the table of Audit Fees

(amounts in US$) billed by our auditor in connection with the audit of the Company’s annual financial statements for the years ended:

Financial Statements for the

2 unchanged sentences

Audit Related Fees

Exhibits, Financial

Statements Schedules

Exhibits, Financial Statements

Financial Statements and Schedules

1 unchanged sentence

financial statements and schedules listed below are included in this Form 10-K.

Statements (See Item 8)

Financial Statements

Exhibit Number

Agreement and Plan of Merger (6)

Articles of Incorporation, as amended (1)

Bylaws, as amended (1)

Incorporation, as amended (1)

Certificate of Amendment (2)

20 unchanged sentences

10-K filed on April 14, 2016

to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

Form 10-K Summary

the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf

by the undersigned, thereunto duly authorized.

Skinvisible, Inc.

/s/ Terry Howlett

Chief Executive Officer, Principal Executive Officer,

Financial Officer, Principal Financial Officer, Principal Accounting Officer and Director

April 15, 2021

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf

of the registrant and in the capacities and on the dates indicated.

Terry Howlett

President, Chief Executive Officer, Principal Executive Officer,

Chief Financial Officer, Principal Financial Officer, Principal Accounting

Officer and Director

March 31, 2022

the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant

and in the capacities and on the dates indicated.

/s/ Terry Howlett

Terry Howlett

Chief Executive Officer, Principal Executive Officer,

Financial Officer, Principal Financial Officer, Principal Accounting Officer and Director

April 15, 2021

President, Chief Executive Officer, Principal Executive Officer,

Chief Financial Officer, Principal Financial Officer, Principal Accounting

Officer and Director

March 31, 2022

/s/ David St.

March 31, 2022

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 9A. Controls and Procedures