What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2023-03-30 compared with 2022-03-31 · 233 added, 374 removed, 317 unchanged (66% of the section changed)

3 unchanged sentences

Audited Financial Statements:

Reports of Independent Registered Public Accounting Firms

Report of Independent Registered Public Accounting Firm (ID:)

Consolidated Balance Sheets as of December 31, 2022 and 2021

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of Skinvisible, Inc.

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

(the Company), which comprise the balance sheet as of December 31, 2022 and 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.

our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31,

2022 and 2021, and the results of its operations and its cash flows for each of the period then ended in conformity with accounting principles

generally accepted in the United States of America.

Basis for Opinion

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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.

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.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

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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.

Critical Audit Matter

The critical audit matter communicated below is a matter

arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee

and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,

subjective, or complex judgements.

The communication of critical audit matters does not alter in any way our opinion on the financial

statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical

audit matter or on the disclosures to which it relates.

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 2 to the financial statements, the Company has not generated

any revenues since inception and sustained a net loss of $1,224,887 for the year under audit and has accumulated losses of $36,998,048.

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.

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

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 to operate.

/s/ Gries & Associates, LLC

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

Denver, Colorado

March 28, 2023

blaze@griesandassociates.com

Cherry Street Suite 1100, Denver,

Colorado 80246

Cherry Street Suite 1100, Denver, Colorado 80246

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

REPORT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Skinvisible, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance

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

referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the

financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each

of the years in the two-year period ended December 31, 2020, in conformity with accounting principles generally accepted in the

United States of America.

Going Concern

The accompanying financial statements have been

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

As discussed in Note 2 to the financial statements, the Company

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

plans concerning 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.

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 audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (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 audit 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 are 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.

Accordingly, 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 evaluating 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.

Critical Audit Matters

The critical audit matters communicated

below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated

to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved

our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any

way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below,

providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue Recognition

As described in Note 3, to the financial

statements, the Company recognizes revenue 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.

The principal considerations for our determination

that performing procedures relating to revenue recognition as a critical audit matter are the significant judgement by management

in determining the nature, timing and extent in the recognition of revenue, this in turn led to significant auditor judgement,

subjectivity, and effort in performing procedures and evaluating audit evidence.

Addressing the matter involved performing

procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements.

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

agreements, and other documents that were part of the agreement 3) testing management's identification and treatment of contract

terms 4) Assessing the terms in the customer agreement and evaluated the appropriateness of management's application of their

accounting policies, along with their use of estimates, in the determination of revenue recognition conclusions 5) testing the

mathematical accuracy of management's calculations of revenue and the associated timing of revenue recognized in the financial

Valuation of Intangible Assets

As disclosed in Note 6, to the financial

statements, intangible assets are tested for impairment at least annually and has determined that no impairment write-down is considered

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.

The principal considerations for our determination

that performing procedures relating to the valuation of intangible assets as a critical audit matter are the significant judgement

by management in determining the nature, timing and extent of the carrying value of intangible assets, this in turn led to significant

auditor judgement, subjectivity, and effort in performing procedures and evaluating audit evidence.

Addressing the matter included assessing

methodologies and testing the significant assumptions and underlying data used by the Company.

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

SKINVISIBLE, INC.

CONSOLIDATED BALANCE SHEETS

Current assets

expense and other current assets

December 31, 2022

December 31, 2021

Current assets

and trademarks, net

LIABILITIES AND STOCKHOLDERS'

Current liabilities

payable and accrued liabilities

payable related party

interest payable

from related party

notes payable

Accounts receivable

Prepaid expense and other current

Total current assets

Patents and trademarks, net

LIABILITIES AND STOCKHOLDERS' DEFICIT

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 $ 152,642 and $ 203,476 , respectively

Accounts payable and accrued liabilities

Accrued interest payable

Loans from related party

Loans payable

Convertible notes payable

Derivative liability

Total current liabilities

Convertible notes payable related party, net of unamortized discount

of $ 1,228,066 and $ 1,837,918 respectively

Convertible notes payable, net of unamortized debt discount of $ 101,808

and $ 152,642 , respectively

Total liabilities

Stockholders' deficit

$ 0.001 par value;

Common stock;

200,000,000 shares authorized;

4,539,843 shares issued and outstanding at December 31, 2022 and 2021, respectively

paid-in capital

Additional paid-in capital

Accumulated deficit

( 36,998,048 )

( 35,773,161 )

stockholders' deficit

Total stockholders' deficit

( 6,640,603 )

( 5,415,716 )

liabilities and stockholders' deficit

Total liabilities and stockholders' deficit

See Accompanying Notes to Consolidated

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STATEMENTS OF OPERATIONS

Revenues related party

December 31, 2022

December 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)

( 1,213,043 )

Interest expense

( 1,162,869 )

change in derivative liability

on settlement of debt

other income (expense)

( 1,213,043 )

Loss on change in derivative liability

Gain/(loss) on settlement of

Total other income (expense)

( 1,260,833 )

income (loss)

Net income (loss)

$ ( 1,224,887 )

$ ( 1,072,753 )

income (loss) per common share

diluted income (loss) per common share

weighted average common shares outstanding

diluted weighted average common shares outstanding

See Accompanying Notes to Consolidated Financial Statements.

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

See Accompanying Notes to Consolidated

Financial Statements.

STATEMENT OF STOCKHOLDERS' DEFICIT

Additional Paid-in

Stockholders' Deficit

December 31, 2019

Shares payable

Accumulated Deficit

Total Stockholders'

Balance, December 31, 2020

$ ( 34,700,408 )

$ ( 4,454,779 )

Issuance of shares payable

Derivative liability written off to APIC

( 1,072,753 )

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( 5,415,716 )

Derivative liability

written off to APIC

( 1,224,887 )

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STATEMENTS OF CASH FLOWS

Cash flows from operating

Income (loss)

December 31, 2022

December 31, 2021

Cash flows from operating activities:

Net Income (loss)

$ ( 1,224,887 )

$ ( 1,072,753 )

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

and amortization

of debt discount

on settlement of debt

change in derivative liability

in operating assets and liabilities:

(Increase) 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 loans payable

on convertible notes payable

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

Gain/(loss) on settlement of debt

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

Decrease in due from related party

Increase in accrued interest

Net cash provided by (used in) operating activities

Cash flows from investing activities:

Purchase of fixed and intangible

Net cash used in investing activities

Cash flows from financing activities:

Payments on related party loans

Payments on loans payable

Payments on convertible notes payable

Net cash used in financing

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:

conversion feature on convertible debt

stock issued on extinguishment of debts

stock payable on extinguishment of debts

Accompanying Notes to Consolidated Financial Statements.

Supplemental disclosure of cash flow information:

Cash paid for interest

Cash paid for tax

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Non-cash investing and financing activities:

Beneficial conversion feature

on convertible debt

Common stock issued on extinguishment

Common stock payable on extinguishment

See Accompanying Notes to Consolidated Financial Statements.

SKINVISIBLE, INC.

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DESCRIPTION OF BUSINESS

Description of business – Skinvisible,

Description of business

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

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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 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, Inc.

Skinvisible, Inc., together with its subsidiaries,

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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.

The accompanying audited

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

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

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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 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, 2022, the Company had a net loss of $ 1,224,887 The Company

has also incurred cumulative net losses of $ 36,998,048 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.

The Company's operations and business have experienced

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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.

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.

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.

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.

Fair Value of financial instruments

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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.

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:

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;

(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.

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

a performance obligation.

Product sales –

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stock payable and convertible debts as of December 31, 2022 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.

23,609,820 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.

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

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.

During the year ended December 31, 2022 and

2021, $ 27,299 and $ 25,200 in advances were repaid to an officer of the Company.

As of December 31, 2022 and 2021, $ 0 and

$ 27,299 in advances, respectively, remained due to officers of the Company.

Convertible Notes Related Party

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December 31, 2021

2019, the Company renegotiated accrued salaries, accrued interest, unpaid reimbursements, cash advances, and outstanding convertible

notes for its two officers.

Under the terms of the agreements, all outstanding notes totaling $ 2,464,480 , accrued interest of

$ 966,203 , accrued salaries of $ 617,915 , accrued vacation of $ 64,423 , unpaid reimbursements of $ 11,942 and cash advances of $ 110,245

were converted to promissory notes convertible into common stock with a warrant feature.

The convertible promissory notes are

unsecured, due five years from issuance, and bear an interest rate of 10 % .

At the investor’s option until the repayment date,

the note may be converted to shares of the Company’s common stock at a fixed price of $0.20 per share along with warrants to

purchase one share for every two shares issued at the exercise price of $0.30 per share for three years after the conversion date

On June 30, 2019, the Company renegotiated accrued salaries, accrued interest, unpaid reimbursements, cash advances, and outstanding convertible notes for its two officers.

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

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 .

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( 1,837,918 )

( 2,447,770 )

net of unamortized discount

Total, net of unamortized discount

INTANGIBLE AND OTHER

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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.

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 December 31, 2022.

NOTES PAYABLE

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"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.

As of December 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

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Total, net of unamortized discount

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

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

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

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

Unamortized debt discount

Total, net of unamortized discount

On February 17, 2016, the Company entered into a convertible promissory note pursuant to which it borrowed $ 20,000 .

Interest under the convertible promissory note is 9 % per annum, and the principal and all accrued but unpaid interest is due on February 17, 2018 .

The note is convertible at any time following 90 days after the issuance date at noteholders option into shares of our common stock at a variable conversion price of 90 % of the average five day market price of our common stock during the 5 trading days prior to the notice of conversion, subject to adjustment as described in the note.

The holder’s ability to convert the note, however, is limited in that it will not be permitted to convert any portion of the note if the number of shares of our common stock beneficially owned by the holder and its affiliates, together with the number of shares of our common stock issuable upon any full or partial conversion, would exceed 4.99% of the Company’s outstanding shares of common stock .

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

Unamortized debt discount

Total, net of unamortized discount

On August 11, 2016, the Company entered into a convertible promissory note pursuant to which it borrowed $ 15,000 .

Interest under the convertible promissory note is 9 % per annum, and the principal and all accrued but unpaid interest is due on August 11, 2018 .

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

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

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 .

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

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.

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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.

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.

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

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.

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

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'').

of December 31, 2022, the Company has recognized $ 1,000,000 under the agreement including $ 250,000 during the year

ended December 31, 2022.

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 .

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

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 $7.8 million as of December 31, 2022 which is calculated by multiplying

a 21 % estimated tax rate by the cumulative net operating loss (NOL) of approximately $ 37 .0 million.

Due to the enactment of the Tax Reform

14 unchanged sentences

Income tax expense

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.

As of December 31, 2022 and 2021, the Company

had gross federal net operating loss carryforwards of approximately $ 37 .0 million and $ 15.7 million, respectively.

The Company’s

net operating loss carryforwards begin expiring in 2028.

The current year’s net operating loss will carryforward indefinitely, limited

to 80% of the current year taxable income.

The Company plans

19 unchanged sentences

Balance, December 31, 2022

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

Balance, December

Warrants granted and assumed

Warrants expired

Warrants canceled

Warrants exercised

Balance, December 31,

STOCKHOLDERS’

14 unchanged sentences

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