What changed in this filing

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Item 1. Financial Statements

2023-05-10 compared with 2022-11-14 · 187 added, 166 removed, 242 unchanged (59% of the section changed)

2 unchanged sentences

are as follows:

Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021 (unaudited);

Consolidated Statements of Operations for the three and nine months ended September 30, 2022 and 2021 (unaudited);

Consolidated Statements of Stockholders’ Equity ( Deficit) for the nine months ended September 30, 2022 and 2021 (unaudited);

Consolidated Statements of Cash Flow for the nine months ended September 30, 2022 and 2021 (unaudited);

Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022 (unaudited);

Consolidated Statements of Operations for the three months ended March 31, 2023 and 2022 (unaudited);

Consolidated Statements of Stockholders’ Equity ( Deficit) for the three months ended March 31, 2023 and 2022 (unaudited);

Consolidated Statements of Cash Flow for the three months ended March 31, 2023 and 2022 (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.

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.

Operating results for the interim period ended September 30, 2022 are not necessarily indicative of the results that can be expected

for the full year.

CONSOLIDATED BALANCE SHEETS

Current assets

expense and other current assets

results for the interim period ended March 31, 2023 are not necessarily indicative of the results that can be expected for the full year.

BALANCE SHEETS

March 31, 2023

December 31, 2022

Current assets

and trademarks, net

LIABILITIES AND STOCKHOLDERS'

Current liabilities

payable and accrued liabilities

interest payable

from related party

notes payable

Accounts receivable

Due from related party

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 $ 1,380,529 and $ 1,837,918 respectively

notes payable, net of unamortized debt discount of $ 114,621 and $ 152,642 , respectively

Accounts payable and accrued liabilities

Accrued interest payable

Loans payable

Convertible notes payable

Derivative liability

Total current liabilities

Convertible notes payable related party, net of unamortized

discount of $ 0 and $ 1,228,066 respectively

Convertible notes payable, net of unamortized debt

discount of $ 89,273 and $ 101,808 , respectively

Total liabilities

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Common stock;

$ 0.001 par value;

200,000,000 shares authorized;

4,539,843 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively

paid-in capital

shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively

Additional paid-in capital

Accumulated deficit

( 38,513,104 )

( 36,998,048 )

stockholders' deficit

Total stockholders' deficit

( 8,155,659 )

( 6,640,603 )

liabilities and stockholders' deficit

Accompanying Notes to Condensed Consolidated Financial Statements.

Total liabilities and stockholders' deficit

See Accompanying Notes to Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF OPERATIONS

Three months ended

March 31, 2023

March 31, 2022

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)

on settlement of debt

on change in derivative liability

other income (expense)

income (loss)

Gain/(loss) on settlement of debt

Interest expense

( 1,384,114 )

Gain/(loss) on change in derivative

Total other income (expense)

( 1,387,152 )

Net income (loss)

$ ( 1,515,056 )

$ ( 214,519 )

income (loss) per common share

diluted income (loss) per common share

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

diluted weighted average common shares outstanding

Accompanying Notes to Condensed Consolidated Financial Statements

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

See Accompanying Notes to Consolidated Financial Statements.

SKINVISIBLE, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

Paid-in Capital

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$ ( 6,640,603 )

Balance, March

( 1,515,056 )

Balance, June 30,

$ ( 36,179,403 )

$ ( 5,821,958 )

Balance, September

$ ( 36,597,471 )

$ ( 6,240,026 )

December 31, 2020

$ ( 34,700,408 )

$ ( 4,454,779 )

Balance, March

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$ ( 8,155,659 )

Derivative liability

reclassified to APIC

Balance, June 30,

Balance, December

$ ( 35,773,161 )

$ ( 5,415,716 )

Balance, September

Balance, March

( 35,987,680 )

( 5,630,235 )

Accompanying Notes to Condensed Consolidated Financial Statements

See Accompanying Notes to Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Cash flows from operating

Income (loss)

Three months ended

March 31, 2023

March 31, 2022

Cash flows from operating activities:

Net Income (loss)

$ ( 1,515,056 )

$ ( 214,519 )

to reconcile net loss to net cash

provided (used) by operating activities:

interest expense

and amortization

of debt discount

on settlement of debt

on 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

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

Gain/(loss) on change in derivative liability

Changes in operating assets and liabilities:

Decrease (Increase) in prepaid assets

Decrease (Increase) in accounts receivable

Decrease (Increase) in due from related party

Increase (decrease) in accounts payable and accrued

Increase in accrued interest

Net cash provided used in operating activities

Cash flows from investing activities:

Purchase of intangible assets

Net cash used in investing activities

Cash flows from financing activities:

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

Accompanying Notes to Condensed Consolidated Financial Statements

TO CONSOLIDATED FINANCIAL STATEMENTS

OF BUSINESS AND HISTORY

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:

Accrued salary settled

with Convertible notes payable related party

See Accompanying Notes to

Consolidated Financial Statements.

SKINVISIBLE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2023

DESCRIPTION OF BUSINESS

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

The Company maintains executive and sales offices

in Las Vegas, Nevada.

The Company maintains executive and sales offices in

Las Vegas, Nevada.

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

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was also changed to Skinvisible Pharmaceuticals, Inc.

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

Skinvisible, Inc., together with its subsidiaries,

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

OF PRESENTATION AND GOING CONCERN

Basis of presentation

of presentation

The accompanying unaudited

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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.

recent Annual Financial Statements on Form 10-K filed with the SEC on March 31, 2023.

In the opinion of management, all adjustments, consisting

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

For the nine months ended September 30, 2022, the Company

had a net loss of $ 824,310 .

The Company has also incurred cumulative net losses of $ 36,597,471 since its inception and requires capital

For the three months ended March 31, 2023, the Company

had a net loss of $ 1,515,056 The Company has also incurred cumulative net losses of $ 38,513,104 since its inception and requires capital

for its contemplated operational and marketing activities to take place.

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Fair Value of financial instruments

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

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

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

of these instruments.

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

The carrying amount of the Company’s convertible debt is also stated at a fair value of $ 5,764,477 since the stated

rate of interest approximates market rates.

Fair value is defined as the exchange price that would

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

As of September 30, 2022 and December 31, 2021, the Company had not recorded

As of March 31, 2023 and December 31, 2022, the Company had not recorded

a reserve for doubtful accounts.

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

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

Earnings (loss) per share

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issued and if the additional common shares were dilutive.

Diluted earnings (loss) per share has not been presented for the year ending

December 31, 2021, since the effect of the assumed exercise of options and warrants to purchase common shares (common stock equivalents)

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

ending March 31, 2023, 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 23,609,820 additional shares issuable in connection with outstanding options, warrants,

stock payable and convertible debts as of September 30, 2022.

The shares issuable under each instrument is as follows;

0 shares issuable

for options, 0 shares issuable for warrants, and 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.

There are 29,295,785 additional shares issuable in connection with outstanding convertible debts as

of March 31, 2023.

issued accounting pronouncements

In August 2020, the FASB issued ASU 2020-06, “Debt - Debt with Conversion and Other Options

(subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (subtopic 815-40),” which reduces the number

of accounting models in ASC 470-20 that require separate accounting for embedded conversion features.

As a result, a convertible debt

instrument will be accounted for as a single liability measured at its amortized cost as long as no other features require bifurcation

and recognition as derivatives.

By removing those separation models, the effective interest rate of convertible debt instruments will

be closer to the coupon interest rate.

Further, the diluted net income per share calculation for convertible instruments will require

the Company to use the if-converted method.

The treasury stock method should no longer be used to calculate diluted net income per share

for convertible instruments.

The amendment will be effective for the Company for fiscal years beginning after December 15, 2021, including

interim periods within those fiscal years.

Early adoption is permitted, but no earlier than fiscal years beginning after December 15,

2020, including interim periods within those fiscal years.

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, 2022, intangible

As of March 31, 2023, intangible

assets total $ 132,728 , net of $ 152,917 of accumulated amortization.

As of December 31, 2021, intangible assets total $ 153,055 , net of

$ 129,536 of accumulated amortization.

Amortization expense for the nine months ended September, 2022

and 2021 was $ 14,000 and $ 13,244 , 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 September 30, 2022.

Amortization expense for the three months

ended March 31, 2023 and 2022 was $ 4,644 and $ 4,593 , 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 March 31, 2023.

RELATED PARTY TRANSACTIONS

During the nine months ended September 30, 2022 and 2021, $ 0 and

$ 0 was advanced by an officer and $ 27,299 and $ 200 was repaid, respectively .

As of September 30, 2022 and December 31, 2021, $ 0 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.)

During the three months ended March 31, 2023

and 2022, the Company paid expense on behalf of an entity controlled by our CEO in the amount of $ 21,109 .

As of March 31, 2023 and December

31, 2022, the Company had amounts due from related parties of $ 35,182 and $ 4,073 , respectively.

Convertible Notes Related Party

Convertible Notes Payable Related Party consists of the following:

September 30, 2022

March 31, 2023

December 31, 2022

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.

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.

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 January 31, 2023 the notes holders settled the Through the

issuance of a new convertible promissory note dated January 31, 2023.

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 $ 1,075,603

and $ 105,590

during the period ended March 31, 2023 and 2022, respectively.

On January 31, 2023, the Company renegotiated accrued salaries, vacation, and outstanding convertible notes for its two officers.

Under the terms of the agreements, all outstanding notes totaling $ 4,220,209 , accrued salaries of $ 1,062,000 , accrued vacation of $ 90,193 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 $0.10 per share along with warrants to purchase one share for every two shares issued at the exercise price of $0.15 per share for three years after the conversion date .

The Company has determined the value associated with the beneficial conversion feature in connection with the notes to be $ 3,369,244 .

The aggregate beneficial conversion feature associated with these notes has been accreted and charged to interest expenses as a financing expense in the amount of $ 457,389 and $ 457,389 during the nine months ended September 30, 2022 and 2021, respectively.

Unamortized debt discount

( 1,228,066 )

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

The notes were due two

years from the anniversary date of execution.

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

were due two years from the anniversary date of execution.

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

Sunscreen Products:

US patent number #8,128,913:

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

As of September 30, 2022, $ 433,600 of the

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

As of March 31, 2023, $433,600 of

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

CONVERTIBLE NOTES

Convertible Notes Payable consists of the following:

September 30,

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

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

The aggregate beneficial conversion feature has been accreted and charged to interest expenses in the amount of $ 38,021 and $ 38,201 for the nine months ended September 30, 2022 and 2021, respectively.

The aggregate beneficial conversion feature has been accreted and charged to interest expenses in the amount of $ 12,535 and $ 12,535 for the years ended March 31, 2023 and 2022, respectively.

Unamortized debt discount

Total, net of unamortized discount

Total Convertible Notes

Current portion:

Total long-term convertible notes

STOCK OPTIONS AND

The following is a summary of option activity during the

nine months ended September 30, 2022.

Number of Shares

Weighted Average Exercise Price

Balance, December 31, 2021

Options granted and assumed

Options expired

Options canceled

Options exercised

Balance, September 30, 2022

As of September 30, 2022, there are no stock options outstanding.

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

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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.

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,

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.

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'').

of September 30, 2022, the Company has recognized $ 1,000,000 under the agreement including $ 250,000 during the nine

months ended September 30, 2022.

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

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

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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,

2023 and December 31, 2022, respectively.

SUBSEQUENT EVENTS

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

subsequent to September 30, 2022 to the date these financial statements were available to be issued and has determined that it does not

have any material subsequent events to disclose in these financial statements.

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

analyzed its operations subsequent to March 31, 2023 to the date these financial statements were available to be issued and has determined

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

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