What changed in this filing

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Item 1. Financial Statements

2022-05-16 compared with 2021-11-19 · 226 added, 423 removed, 182 unchanged (78% of the section changed)

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are as follows:

Condensed Consolidated Balance Sheets as of September

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

Condensed Consolidated Statements of Operations for

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

Condensed Consolidated Statements of

Stockholders’ Equity ( Deficit) for the nine months

ended September 30, 2021 and 2020 (unaudited);

Condensed Consolidated Statements of Cash Flow for the

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

Notes to Condensed Consolidated Financial

Statements (unaudited).

These condensed consolidated financial statements have been

prepared in accordance with accounting principles generally accepted in the United States of America for interim financial

information and the SEC instructions to Form 10-Q.

In the opinion of management, all adjustments considered necessary for a fair

presentation have been included.

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

the results that can be expected for the full year.

SKINVISIBLE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021 (unaudited);

Consolidated Statements of Operations for the three months ended March 31, 2022 and 2021 (unaudited);

Consolidated Statements of Stockholders’ Equity ( Deficit) for the three months ended March 31, 2022 and 2021 (unaudited);

Consolidated Statements of Cash Flow for the three months ended March 31, 2022 and 2021 (unaudited);

Notes to Consolidated Financial Statements.

These consolidated financial statements have been prepared in accordance

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

to Form 10-Q.

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

results for the interim period ended March 31, 2022 are not necessarily indicative of the results that can be expected for the full year.

BALANCE SHEETS

Current assets

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payable and accrued liabilities

payable related party

interest payable

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Stockholders' deficit

Common stock;

$ 0.001 par value;

200,000,000 shares authorized;

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

31, 2020, respectively

shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively

paid-in capital

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liabilities and stockholders' deficit

See Accompanying Notes to

Condensed Consolidated Financial Statements.

SKINVISIBLE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Revenues related

Accompanying Notes to Condensed Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF OPERATIONS

Three months ended

March 31, 2022

March 31, 2021

Cost of revenues

Operating expenses

and amortization

general and administrative

operating expenses

Depreciation and amortization

Selling general and administrative

Total operating expenses

Loss from operations

Other income and (expense)

fair value of derivative liability

on settlement of debt

other income (expense)

Loss from operations before income taxes

( 1,152,636 )

Provision for income taxes

$ ( 203,352 )

$ ( 409,759 )

Gain/(loss) on settlement of debt

Interest expense

Loss on change in derivative liability

Total other income (expense)

Net income (loss)

$ ( 214,519 )

$ ( 435,505 )

Basic loss per common

diluted loss per common share

Basic weighted average

common shares outstanding

Fully diluted weighted

average common shares outstanding

Basic income (loss) per common share

Fully diluted income (loss) per common share

Basic weighted average common shares outstanding

Fully diluted weighted average common shares outstanding

Accompanying Notes to Condensed Consolidated Financial Statements.

SKINVISIBLE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

Additional Paid-in

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

Paid-in Capital

Stockholders' Deficit

December 31, 2020

Balance, December 31, 2021

$ ( 35,773,161 )

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$ ( 5,630,235 )

Derivative liability

reclassified to APIC

Balance, June 30,

( 35,404,427 )

( 5,105,493 )

Balance, September

( 35,607,779 )

( 5,308,845 )

Balance, December 31, 2020

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( 4,890,284 )

Balance, June 30,

( 33,995,673 )

( 3,750,044 )

Shares issued for shares payable

Balance, September

( 34,405,432 )

( 4,159,803 )

Accompanying Notes to Condensed Consolidated Financial Statements.

SKINVISIBLE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Cash flows from operating

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three months ended

March 31, 2022

March 31, 2021

Cash flows from operating activities:

Net Income (loss)

$ ( 214,519 )

$ ( 435,505 )

to reconcile net loss to net cash

provided (used) by operating activities:

interest expense

of patents and trademarks

of debt discount

settlement of debt

change in derivative liability

in operating assets and liabilities:

in prepaid assets

(Increase) in accounts receivable

in accounts payable and accrued liabilities

in due from related party

in accrued interest

provided used in operating activities

Cash flows from investing

of fixed and intangible assets

used in investing activities

Cash flows from financing

on related party loans

from related party loans

on convertible notes payable

on loans payable

on convertible notes payable - related party

cash provided by (used in) financing activities

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

Depreciation and amortization

Amortization of debt discount

Loss on change in derivative liability

Changes in operating assets and liabilities:

Decrease (Increase) in prepaid assets

Decrease (Increase) in accounts receivable

Increase in accounts payable and accrued liabilities

Increase in accrued interest

Net cash provided used in operating activities

Cash flows from investing activities:

Purchase of fixed and intangible assets

Net cash used in investing activities

Cash flows from financing activities:

Payments on related party loans

Net cash provided by (used in) financing activities

Net change in cash

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Cash, end of period

Supplemental disclosure of

cash flow information:

paid for interest

SUPPLEMENTAL DISCLOSURE OF

CASH FLOW INFORMATION:

investing and financing activities:

stock payable on extinguishment of debts

Supplemental disclosure of cash flow information:

Cash paid for interest

Cash paid for tax

Accompanying Notes to Condensed Consolidated Financial Statements.

SKINVISIBLE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2022

DESCRIPTION OF BUSINESS

Description of business – Skinvisible,

Description of business

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

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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 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.

was also changed to Skinvisible Pharmaceuticals,

Skinvisible, Inc., together with its subsidiaries,

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OF PRESENTATION AND GOING CONCERN

Basis of presentation – The accompanying unaudited

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

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

S-X , and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most

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

In the opinion of management, all adjustments, consisting

of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim

period presented have been reflected herein.

The results of operations for the interim period are not necessarily indicative of the results

to be expected for the full year.

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

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

Basis of presentation

The accompanying

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

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

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

most recent Annual Financial Statements on Form 10-K filed with the SEC on March 31, 2022.

In the opinion of management, all adjustments,

consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for

the interim period presented have been reflected herein.

The results of operations for the interim period are not necessarily indicative

of the results to be expected for the full year.

Notes to the financial statements which would substantially duplicate the disclosures

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

The condensed consolidated balance sheet at December

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for complete financial statements.

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

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

and marketing activities to take place.

These factors, among others, raise substantial

doubt about the Company’s ability to continue as a going concern within one year from the date of filing.

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.

COVID-19 Pandemic

In December 2019, an outbreak of a novel strain of

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

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

The COVID-19 Pandemic poses a threat

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

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

impacted the Company financially;

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

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

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

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

For the three months ended March 31, 2022, the Company

had a net loss of $ 214,519 The Company has also incurred cumulative net losses of $ 35,987,680 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.

The consolidated

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

SUMMARY OF SIGNIFICANT

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Principles of consolidation

The consolidated financial statements include the

accounts of the Company and its subsidiary Skinvisible Pharmaceuticals Inc.

All significant intercompany balances and transactions have

been eliminated.

The consolidated

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

All significant intercompany

balances and transactions have been eliminated.

Use of estimates

The preparation of consolidated financial statements

in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and

assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of

the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting 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.

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

For purposes of the statement of cash flows,

the Company considers all highly liquid investments and short-term instruments with original maturities of three months or less to be

cash equivalents.

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

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

The carrying value of cash, accounts payable and accrued

expenses, and debt approximate their fair values because of the short-term nature of these instruments.

Management believes the Company

is not exposed to significant interest or credit risks arising from these financial instruments.

The carrying amount of the Company’s

convertible debt is also stated at a fair value of $ 4,727,284 since the stated rate of interest approximates market rates.

carrying value of cash, accounts payable and accrued expenses, and debt approximate their fair values because of the short-term nature

of these instruments.

Management believes the Company is not exposed to significant interest or credit risks arising from these financial

Fair value is defined as the exchange price that would

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

Financial assets and liabilities measured

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

Derivative Financial Instruments

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

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

Stock price was $ 0.11 ,

term 0.25 years, risk-free discount rate of 0.05 % and volatility of 344.11 %

The following table provides a summary of the changes

in fair value, including net transfers in and/or out, of the derivative financial instruments, measured at fair value on a recurring basis

using significant unobservable inputs:

Balance December 31, 2020

Derivative reclassified to additional paid in capital

Change in fair market value of derivative liabilities

Balance September 30, 2021

Revenue recognition

We recognize revenue in accordance with generally

accepted accounting principles as outlined in the Financial Accounting Standard Board's (“FASB”) Accounting Standards Codification

(“ASC”) 606, Revenue From Contracts with Customers, which requires that five steps be followed in evaluating revenue recognition:

We recognize revenue

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

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

in evaluating revenue recognition:

(i) identify the contract with the customer;

(ii) identify the performance obligations in the contract;

(iii) determine the transaction

(iii) determine the transaction price;

(iv) allocate the transaction price;

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

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

a performance obligation.

Product sales –

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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

Revenue from royalty sales is recognized at the point of time in which sales occur which is determined by the receipt of royalty

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

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

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

The Company has made an accounting policy election

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Accounts Receivable

Accounts receivable is comprised of uncollateralized

customer obligations due under normal trade terms requiring payment within 30 days from the invoice date.

The carrying amount of accounts

receivable is reviewed periodically for collectability.

If management determines that collection is unlikely, an allowance that reflects

management’s best estimate of the amounts that will not be collected is recorded.

Management reviews each accounts receivable balance

that exceeds 30 days from the invoice date and, based on an assessment of creditworthiness, estimates the portion, if any, of the balance

that will not be collected.

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

Accounts receivable

is comprised of uncollateralized customer obligations due under normal trade terms requiring payment within 30 days from the invoice date.

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

If management determines that collection is unlikely,

an allowance that reflects management’s best estimate of the amounts that will not be collected is recorded.

Management reviews

each accounts receivable balance that exceeds 30 days from the invoice date and, based on an assessment of creditworthiness, estimates

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

As of March 31, 2022 and December 31, 2021, the Company had not recorded

a reserve for doubtful accounts.

Intangible assets

The Company follows

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

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

– Goodwill and Other ”.

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Stock-based compensation

The Company follows the guidelines in FASB Codification Topic

ASC 718-10 “ Compensation-Stock Compensation ”, which requires the measurement and recognition of compensation expense

for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related

to an Employee Stock Purchase Plan based on the estimated fair values.

The Company follows the

guidelines in FASB Codification Topic ASC 718-10 “ Compensation-Stock Compensation ”, which requires the measurement

and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options

and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair values.

Earnings (loss) per share

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

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

of common shares available.

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

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

issued and if the additional common shares were dilutive.

Diluted earnings (loss) per share has not been presented for the nine months

ending September 30, 2021 and 2020, since the effect of the assumed exercise of options and warrants to purchase common shares (common

stock equivalents) would have an anti-dilutive effect.

There are 30,689,400 additional shares issuable in connection with outstanding

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

shares issuable under each instrument is as follows;

30,000 shares issuable for options, 40,000 shares issuable for warrants, and 30,619,400

shares issuable under convertible notes.

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

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 23,631,820

additional shares issuable in connection with outstanding options, warrants, stock payable and convertible debts as of March 31, 2022.

The shares issuable under each instrument is as follows;

22,000 shares issuable for options and 23,609,820 shares issuable under convertible

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

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

Instruments and Contracts in an Entity;

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

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

of financial statements.

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

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

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

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

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

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

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

The guidance is effective

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

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

The Company is currently evaluating the impact the adoption of

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

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.

INTANGIBLE AND OTHER

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

As of September 30, 2021, intangible

As of March 31, 2022, intangible

assets total $ 148,462 , net of $ 134,129 of accumulated amortization.

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$ 129,536 of accumulated amortization.

Amortization expense for the nine months

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

License and distributor rights were acquired by the Company in

January 1999 and provide exclusive use distribution of polymers and polymer based products.

The Company has a non-expiring term on the

license and distribution rights.

Accordingly, the Company annually assesses this license and distribution rights for impairment and has

determined that no impairment write-down is considered necessary as of September 30, 2021.

mortization expense for the three months ended March 31, 2022

and 2021 was $ 4,593 and $ 4,251 , 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 March 31, 2022.

RELATED PARTY TRANSACTIONS

From Related Party

During the nine months ended September 30,

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

As of September 30, 2021 and December 31,

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

All other related party notes have been extinguished

or re-negotiated as convertible notes.

During the three months ended March 31, 2022 and 2021, $ 0 and

$ 0 was advanced by an officer and $ 0 and $ 7,116 was repaid, respectively .

As of March 31, 2022 and December 31, 2021, $ 27,299 and $ 27,299

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

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

as convertible notes.

(See note 9 for additional details.)

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Convertible Notes Payable Related Party consists of the following:

September 30, 2021

March 31, 2022

December 31, 2021

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

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

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

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

The aggregate beneficial conversion feature associated with these notes has been accreted and charged to interest expenses as a financing expense in the amount of $ 105,590 during the year ended March 31, 2022 and 2021, respectively.

Unamortized debt discount

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

During the nine months ended September

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

As part of the settlement the principal balance of the

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

As of September 30, 2021, the Company has

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

As of September 30, 2021,

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

CONVERTIBLE NOTES

As of March 31, 2022, $ 433,600 of the outstanding

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

NOTES PAYABLE

Convertible Notes Payable consists of the following:

September 30,

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

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.

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

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

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

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

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

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Total, net of unamortized discount

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

9% unsecured notes payable to investors, due October

After the first anniversary of the note, at the investor’s option until the repayment date, the note and related interest may be converted

to shares of the Company’s common stock at a variable conversion price of 90 %

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

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

The notes are secured by the accounts receivable

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

prescription product, ProCort®.

The note has reached maturity and is in default.

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

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

on the balance

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

and was recorded

to additional paid in capital.

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

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

The note has reached

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

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

agreements to settle the note.

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

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

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

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

Unamortized debt discount

Total, net of unamortized discount

On February 17, 2016, the

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

Interest under the convertible promissory note is 9 %

per annum, and the principal and all accrued but unpaid interest was due on February

note is convertible at any time following 90 days after the issuance date at noteholders option into shares of our common stock at a

variable conversion price of 90 %

of the average five day market price of our common stock during the 5 trading days prior to the notice of conversion, subject to

adjustment as described in the note.

The holder’s ability to convert the note, however, is limited in that it will not be

permitted to convert any portion of the note if the number of shares of our common stock beneficially owned by the holder and its

affiliates, together with the number of shares of our common stock issuable upon any full or partial conversion, would exceed 4.99%

of the Company’s outstanding shares of common stock.

The Company evaluated

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

As of September 30, 2021, the fair value

of the derivative is $ 14,351 .

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

The notes have reached maturity and are now in

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

Unamortized debt discount

Total, net of unamortized discount

On August 11,

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

Interest under the convertible promissory note is 9 %

per annum, and the principal and all accrued but unpaid interest was due on August 11, 2018.

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

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

as described in the note .

The Company evaluated the conversion feature of

the note and concluded that it represents an embedded derivative.

The fair value of the embedded derivative associated with the

payments was $ 10,000

and was recorded to additional paid in capital.

On April 15, 2021, the Company entered into

a settlement agreements to settle the note.

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

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

As of September 30, 2021, the Company has

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

Unamortized debt discount

Total, net of unamortized discount

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

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

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

The note has reached maturity and is in default.

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

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

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

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

Unamortized debt discount

Total, net of unamortized discount

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

2 unchanged sentences

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

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

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

The Company has determined the value associated with the beneficial

conversion feature in connection with the notes to be $ 280,076 as valued under the intrinsic value method.

The aggregate beneficial conversion

feature has been accreted and charged to interest expenses in the amount of $ 12,534 and $ 12,534 for the three months ended March 31, 2022

and 2011, respectively.

Unamortized debt discount

Total, net of unamortized discount

Total Convertible Notes

Current portion:

Total long-term convertible notes

COMMITMENTS AND CONTINGENCIES

License Agreement

On October 17, 2019, Skinvisible

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

development of products for commercial sale.

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

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

The agreement also requires

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

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

Fee is not paid by March 31, 2020.

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

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

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

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

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

the terms of the license Fee as shown below.

As partial consideration for the rights conveyed

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

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

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

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

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

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

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

A further payment of two hundred and fifty thousand

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

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

On October 28, 2021 Quoin completed a merger

with Cellect Biotechnology, Ltd.

and completed a securities purchase agreement with Altium Capital.

The remaining balance of two hundred

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

As of September

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

On February 3, 2020, we entered

into a License Agreement with Ovation Science Inc.

pursuant to which Skinvisible granted to Ovation Science Inc.

a license for the manufacture

and distribution rights to its hand sanitizer product, DermSafe.

In exchange for the license, Ovation Science Inc.

agreed to pay to Skinvisible

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

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

On June 10, 2020, the agreement was further amended to provide additional

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

STOCK OPTIONS AND

The following is a summary of option activity during the nine

months ended September 30, 2021.

The following is a summary of option activity during the three

months ended March 31, 2022.

Number of Shares

5 unchanged sentences

Options exercised

Balance, September 30, 2021

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

Stock warrants -

The following is a summary of warrants activity during

the nine months ended September 30, 2021.

Number of Shares

Weighted Average Exercise Price

Balance, December 31, 2020

Warrants granted and assumed

Warrants expired

Warrants canceled

Warrants exercised

Balance, September 30,

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

Balance, March 31, 2022

As of March 31, 2022, all stock options outstanding are exercisable.

COMMITMENTS AND CONTINGENCIES

License Agreement

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

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

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

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

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

for certain drug products.

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

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

June 14, 2021, the Company entered into an amendment to change the terms of the license Fee as shown below.

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.

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

The remaining balance of two hundred and fifty thousand dollars ($200,000) is still outstanding as of March 31, 2022.

of March 31, 2022, the Company has recognized $ 800,000 under the agreement including $ 50,000 during the quarter ended

March 31, 2022.

The balance of licensing fee was paid on May 10, 2022 ( See note 11)

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

pursuant to which Skinvisible granted to Ovation Science

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

In exchange for the license, Ovation

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

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

On June 10, 2020, the agreement

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

STOCKHOLDERS’

1 unchanged sentence

of $ 0.001 par value common stock.

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

The Company had 4,539,843 and 4,539,843 issued and outstanding shares of common stock as of March 31,

2022 and December 31, 2021, respectively.

SUBSEQUENT EVENTS

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

its operations subsequent to September 30, 2021 to the date these financial statements were issued and has determined that it does

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

On May 10, 2022, the Company received the final payment of $ 200,000

due under the Exclusive License Agreement with Quoin .

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

What changed 10-Q

Item 1. Financial Statements