What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2023-08-14 compared with 2023-05-10 · 126 added, 90 removed, 167 unchanged (56% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations Forward-Looking Statements

Certain statements, other than purely historical information, including

estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon

which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation

Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.

These forward-looking

statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,”

“estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,”

“will be,” “will continue,” “will likely result,” and similar expressions.

We intend such forward-looking

statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform

Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions.

This quarterly report contains forward-looking statements.

Forward-looking

statements are projections of events, revenues, income, future economic performance or management’s plans and objectives for our

future operations.

In some cases, you can identify forward-looking statements by terminology such as “may”, “should”,

“expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”,

“potential” or “continue” or the negative of these terms or other comparable terminology.

These statements are

only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk

Factors” and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance

or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied

by these forward-looking statements.

These risks include, by way of example and not in limitation:

§ the uncertainty of profitability based upon our history of losses;

§ legislative or regulatory changes concerning skincare research and therapies;

§ risks related to failure to obtain adequate financing on a timely basis and on acceptable terms to continue

as going concern;

§ risks related to our operations and uncertainties related to our business plan and business strategy;

§ changes in economic conditions;

§ uncertainty with respect to intellectual property rights, protecting those rights and claims of infringement

of other’s intellectual property;

§ competition;

§ cybersecurity concerns.

This list is not an exhaustive list of the factors that may affect any

of our forward-looking statements.

These and other factors should be considered carefully, including those contained in our Annual Report

on Form 10-K under “Risk Factors” for the year ended December 31, 2022, and readers should not place undue reliance on our

forward-looking statements.

are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ

materially from the forward-looking statements.

Our ability to predict results or the actual effect of future plans or strategies is inherently

Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include,

but are not limited to:

changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition,

and generally accepted accounting principles.

These risks and uncertainties should also be considered in evaluating forward-looking statements

and undue reliance should not be placed on such statements.

We undertake no obligation to update or revise publicly any forward-looking

statements, whether as a result of new information, future events or otherwise.

Further information concerning our business, including

additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Forward looking statements are made based on management’s beliefs, estimates and opinions on the date

the statements are made, and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions

or other circumstances should change.

Although we believe that the expectations reflected in the forward-looking statements are reasonable,

we cannot guarantee future results, levels of activity, performance or achievements.

Except as required by applicable law, including the

securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to

actual results.

Our financial statements are stated in United States

dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

Company Overview

11 unchanged sentences

continues to be a viable model as the need for pharmaceutical companies to access external R&D companies for new products due to their

own down-sizing or elimination of internal R&D departments.

The demand for our products is enhanced due to the granting of key US

and international patents and the completed development of a number of unique products.

own downsizing or elimination of internal R&D departments.

The demand for our products is enhanced due to the granting of key US and

international patents and the completed development of a number of unique products.

Our Flagship Product

29 unchanged sentences

and marketing messages which resonate with physicians and consumers.

We have positioned ourselves in the $80 billion

worldwide prescription and over-the-counter dermatology and skincare market.

We generate revenue by:

75 unchanged sentences

We completed the required assignments during the year ending December 31, 2020 and recognized $100,000 in revenue.

Results of Operations for the Three Months Ended March 31, 2023 and

Our revenue, which we combine from product sales,

royalties on patent licenses and license fees (product development fees), was $5,000 for the three months ended March 31, 2023, a decrease

from $59,980 for the same period ended March 31, 2022.

The decrease in Revenue was primarily the result of

a decrease in license fees.

We had $0 in cost of revenues for the three months

ended March 31, 2023, compared with $1,508 in cost of revenues for the three months ended March 31, 2022, so our gross profit was $5,000

for the three months ended March 31, 2023, as compared with gross profit of $58,472 for the three ended March 31, 2022.

Our gross profit decreased primarily as a result of decreased

revenue during the three months ended March 31, 2023 We hope to generate more revenues from our licenses with Quoin and Ovation for the

rest of 2023.

Results of Operations for the Three and Six Months Ended June 30, 2023

Our revenue, which we combine

from product sales, royalties on patent licenses and license fees (product development fees), was $5,000 for the three months ended June

30, 2023, a decrease from $205,000 for the same period ended June 30, 2022.

Our revenue, which

we combine from product sales, royalties on patent licenses and license fees (product development fees), was $10,000 for the six months

ended June 30, 2023, a decrease from $264,980 for the same period ended June 30, 2022.

The decrease in revenue for

the three and six months ended June 30, 2023, was primarily the result of a decrease in license fees.

We had $0 in cost of revenues for the three months ended June 30, 2023,

compared with $0 in cost of revenues for the three months ended June 30, 2022, so our gross profit was $5,000 for the three months ended

June 30, 2023, as compared with gross profit of $205,000 for the three ended June 30, 2022.

We had $0 in cost of revenues for the six

months ended June 30, 2023, compared with $1,508 in cost of revenues for the six months ended June 30, 2022, so our gross profit was $10,000

for the six months ended June 30, 2023, as compared with gross profit of $263,472 for the six months ended June 30, 2022.

Our gross profit decreased in Q2 2023 due to less revenues from

our license with Quoin.

We hope to generate more revenues from our licenses with Quoin and Ovation for the rest of 2023.

Operating Expenses

Operating expenses decreased to $117,823 for the three months

ended March 31, 2023, from $138,011 for the same period ended March 31, 2022.

Our operating expenses for all periods consisted mainly of selling,

general and administrative expenses.

ended June 30, 2023, from $119,010 for the same period ended June 30, 2022.

Operating expenses decreased to $250,727 for the six months

ended June 30, 2023, from $257,021 for the same period ended June 30, 2022.

Our operating expenses for all periods consisted mainly of selling, general

and administrative expenses.

Our selling, general and administrative expenses for the three months

ended March 31, 2023, consisted mainly of accrued salaries and wages of $92,942 and audit and accounting of $17.810.

ended June 30, 2023, consisted mainly of accrued salaries and wages of $87,423 and audit and accounting of $7,609.

In comparison, our

selling, general and administrative expenses for the three months ended March 31, 2022, consisted primarily of accrued salaries and wages

of $87,942, audit and accounting of $28,809, insurance of $6,744 and amortization of $4,251.

selling, general and administrative expenses for the three months ended June 30, 2022, consisted mainly of accrued salaries and wages

of $84,943 and audit and accounting of $10,610.

Our selling, general and administrative expenses for the six months ended

June 30, 2023, consisted mainly of accrued salaries and wages of $180,365 and audit and accounting of $25,419.

In comparison, our selling,

general and administrative expenses for the six months ended June 30, 2022, consisted mainly of accrued salaries and wages of $172,885

and audit and accounting of $ 39,419.

Other Expenses

We had other expenses of $1,387,152 for the three months ended March 31,

2023, as compared with other expenses of $134,980 for the three months ended March 31, 2022.

Our increase in other expenses is primarily a result

of the increased interest expense resulting from the amortization of debt discounts.

We recorded a net loss of $1,515,056 for the three months ended

March 31, 2023, as compared with a net loss of $214,519 for the three months ended March 31, 2022.

We had other expenses of $163,252 for the three months ended June 30, 2023,

as compared with other expenses of $277,713 for the three months ended June 30, 2022.

We had other expenses of $1,550,404 for the six

months ended June 30, 2023, as compared with other expenses of $412,693 for the six months ended June 30, 2022.

Our other expenses for the six months ended June 30,

2023 consisted mainly of interest expense, netted against a gain on forgiveness of debt and gain on derivative liability changes.

other expenses for the six months ended June 30, 2022 consisted mainly of interest expense, netted against a gain on settlement of debt.

We recorded a net loss of $276,075 for the three months ended June

30, 2023, as compared with a net loss of $191,723 for the three months ended June 30, 2022.

We recorded a net loss of $1,791,131 for the

six months ended June 30, 2023, as compared with a net loss of $406,242 for the six months ended June 30, 2022.

The increase in net loss is primarily the result of the increase

in interest expense during the six months ended June 30, 2023 compared to 2022.

Liquidity and Capital Resources

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.

The Company has incurred cumulative net losses of $38,513,104 since its inception and requires capital

for its contemplated operational and marketing activities to take place.

The Company’s ability to generate the necessary funds through

licensing of its core products or the ability to 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.

These factors, among others,

raises substantial doubt about the Company’s ability to continue as a going concern.

The consolidated financial statements of the

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

As of March 31, 2023, we had total current assets

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.

The Company has incurred cumulative net losses of $38,789,179 since its inception and requires

capital for its contemplated operational and marketing activities to take place.

The Company’s ability to generate the necessary

funds through licensing of its core products or the ability to 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.

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

The consolidated financial

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

As of June 30, 2023, we had total current assets

of $59,622 and total assets in the amount of $196,319.

Our total current liabilities as of March 31, 2023 were $2,726,313.

Our total current liabilities as of June 30, 2023 were $2,980,174.

We had a working

capital deficit of $2,653,183 as of March 31, 2023, compared with a working capital deficit of $2,987,049 as of December 31, 2022.

Operating activities used $51,715 in cash for the

three months ended March 31, 2023, as compared with $40,940 used for the three months ended March 31, 2022.

Our negative operating cash

flows for 2023 and 2022 was largely the result of our net losses for those quarters, mainly offset by changes in operating assets and

liabilities and the amortization of debt discount.

We used cash of $525 and $0 in investing activities

for the three months ended March 31, 2023 and 2022, respectively, for the purchase of intangible assets.

We had no cash flow from financing activities for

either the three months ended March 31, 2023 or 2022.

capital deficit of $2,920,522 as of June 30, 2023, compared with a working capital deficit of $3,535,040 as of December 31, 2022.

Operating activities used $68,496 in cash for

the six months ended June 30, 2023, as compared with $123,603 provided for the six months ended June 30, 2022.

Our negative operating

cash flows for 2023 was largely the result of our net loss for those quarter, mainly offset by changes in operating assets and liabilities

and the amortization of debt discount.

Our positive operating cash flow for 2022 was largely the

result of amortization of debt discount and changes in accounts payable and accrued liabilities and accrued interest.

We used cash of $9,334 and $2,005 in investing

activities for the six months ended June 30, 2023 and 2022, respectively, for the purchase of intangible assets.

Cash flow provided from financing activities was

$0 for the six months ended June 30, 2023, as compared with cash flows used by financing activities

during the six months ended June 30, 2022 amounted to $27,299.

Our negative financing cash flow for the six months ended June 30, 2022

resulted from repayment of related party debt.

The features of the debt instruments and payables

concerning our financing activities are detailed in the footnotes to our financial statements.

Based upon our current financial condition, we do not have sufficient cash

to operate our business at the current level for the next twelve months.

We intend to fund operations through increased sales and debt

and/or equity financing arrangements, which may be insufficient to fund expenditures or other cash requirements.

We plan to seek additional

financing in a private equity offering to secure funding for operations.

There can be no assurance that we will be successful in raising

additional funding.

If we are not able to secure additional funding, the implementation of our business plan will be impaired.

be no assurance that such additional financing will be available to us on acceptable terms or at all.

Based upon our current financial condition, we

do not have sufficient cash to operate our business at the current level for the next twelve months.

We intend to fund operations through

increased sales and debt and/or equity financing arrangements, which may be insufficient to fund expenditures or other cash requirements.

We plan to seek additional financing in a private equity offering to secure funding for operations.

There can be no assurance that we

will be successful in raising additional funding.

If we are not able to secure additional funding, the implementation of our business

plan will be impaired.

There can be no assurance that such additional financing will be available to us on acceptable terms or at all.

Off Balance Sheet Arrangements

As of March 31, 2023, there were no off-balance sheet arrangements.

As of June 30, 2023, there were no off-balance sheet arrangements.

Critical Accounting Policies

25 unchanged sentences

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

As of March 31, 2023, we had not recorded a reserve for doubtful accounts.

As of June 30, 2023, we had not recorded a reserve for doubtful accounts.

Recently Issued Accounting Pronouncements

5 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-Q

Item 2. Management’s Discussion and Analysis