What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2024-04-16 compared with 2023-03-30 · 280 added, 229 removed, 321 unchanged (61% of the section changed)

Financial Statements and Supplementary Data

Index to Financial

Statements Required by Article 8 of Regulation S-X:

Audited Financial Statements:

Report of Independent Registered Public Accounting Firm (ID:)

Consolidated Balance Sheets as of December 31, 2022 and 2021

Consolidated Statements of Operations for the years ended December 31, 2022 and 2021

Consolidated Statement of Stockholders’ Deficit for the years ended December 31, 2022 and 2021

Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021

Notes to Consolidated Financial Statements

to Financial Statements Required by Article 8 of Regulation S- X:

Financial Statements:

of Independent Registered Public Accounting Firm (GreenGrowth CPAs PCOAB # 6580 )

of Independent Registered Public Accounting Firm (Gries & Associates, LLC )

Balance Sheets as of December 31, 2023 and 2022

Statements of Operations for the years ended December 31, 2023 and 2022

Statement of Stockholders’ Deficit for the years ended December 31, 2023 and 2022

Statements of Cash Flows for the years ended December 31, 2023 and 2022

to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

Board of Directors and Stockholders

Skinvisible, Inc

Opinion on the Financial Statements

We have audited the accompanying consolidated balance

sheets of Skinvisible, Inc (the Company) as of year end, December 31, 2023, and the related consolidated statements of operations, consolidated

statement of stockholders’ deficit, and consolidated statement of cash flows for the period ended December 31, 2023, 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, 2023, and the results of its operations and

its cash flows for each of the years in the period ended December 31, 2023, in conformity with accounting principles generally accepted

in the United States of America.

The financial statements of the Company as of December

31, 2022, were audited by other auditors whose report dated March 28, 2023, expressed an unqualified opinion on those statements.

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

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.

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 sustained a net loss of $2,360,848 for the year under audit and has accumulated losses of $39,358,896.

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

Our opinion is not modified with respect to this matter.

Description of the Matter

Convertible Debentures

As described in the Consolidated Balance Sheet and

in Note 5 to the consolidated financial statements, the Company has established convertible debentures of $5,372,402 as of December 31,

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

How We Addressed the Matter in Our Audit

Our procedures consisted of performing review of the agreement signed and review of the adjustments made on the renegotiation of the c onvertible debentures , we also confirmed the unlikelihood of those convertible debentures to be converted.

Based on the audit procedures performed, we found the reserve levels to be reasonable.

/s/ GreenGrowth CPAs

April 15, 2024

We have served as the Company´s auditor since 2023

Gries & Associates, LLC

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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 to operate.

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

/s/ Gries & Associates, LLC

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March 28, 2023

blaze@griesandassociates.com

Cherry Street Suite 1100, Denver, Colorado 80246

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

SKINVISIBLE, INC.

CONSOLIDATED BALANCE SHEETS

December 31, 2022

December 31, 2021

BALANCE SHEETS

Current assets

Accounts receivable

Prepaid expense and other current

Total current assets

Patents and trademarks, net

LIABILITIES AND STOCKHOLDERS' DEFICIT

receivable - Related party

expense and other current assets

current assets

and trademarks, net

LIABILITIES AND STOCKHOLDERS'

Current liabilities

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

payable and accrued liabilities

interest payable

from related party

notes payable

current liabilities

notes payable related party, net of unamortized discount of $ 0 and $ 1,532,992 respectively

notes payable, net of unamortized debt discount of $ 63,785 and $ 127,434 , respectively

Total liabilities

Stockholders' deficit

Common stock;

$ 0.001 par value;

200,000,000 shares authorized;

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

Additional paid-in capital

Accumulated deficit

4,539,843 shares issued and outstanding at December 31, 2023 and December

31, 2022, respectively

paid-in capital

( 39,380,488 )

( 36,998,048 )

Total stockholders' deficit

stockholders' deficit

( 9,023,043 )

( 6,640,603 )

Total liabilities and stockholders' deficit

liabilities and stockholders' deficit

See Accompanying Notes to Consolidated

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STATEMENTS OF OPERATIONS

December 31, 2022

December 31, 2021

Cost of revenues

Operating expenses

Depreciation and amortization

Selling general and administrative

Total operating expenses

Loss from operations

and amortization

general and administrative

operating expenses

Other income and (expense)

Interest expense

on settlement of debt

( 1,887,150 )

( 1,162,869 )

Loss on change in derivative liability

Gain/(loss) on settlement of

Total other income (expense)

on change in derivative liability

other income (expense)

( 1,892,065 )

Net income (loss)

income (loss)

$ ( 2,382,440 )

$ ( 1,224,887 )

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.

income (loss) per common share

diluted income (loss) per common share

Basic weighted average

common shares outstanding

Fully diluted weighted

average common shares outstanding

Accompanying Notes to Consolidated Financial Statements.

STATEMENT OF STOCKHOLDERS' DEFICIT

Additional Paid-in

Shares payable

Accumulated Deficit

Paid-in Capital

Total Stockholders'

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( 5,415,716 )

Derivative liability written off to APIC

( 1,224,887 )

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$ ( 9,023,043 )

See Accompanying Notes to Consolidated Financial Statements.

See Accompanying Notes to Consolidated

Financial Statements.

STATEMENTS OF CASH FLOWS

December 31, 2022

December 31, 2021

Cash flows from operating activities:

Net Income (loss)

Cash flows from operating

$ ( 2,382,440 )

$ ( 1,224,887 )

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

to reconcile net loss to net cash

provided (used) by operating activities:

and amortization

for doubtful accounts

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

(decrease) in accounts payable and accrued liabilities

in due from related party

in accrued interest

provided (used in) operating activities

Cash flows from investing

of intangible assets

used in investing activities

Cash flows from financing

on related party loans

from related party loans

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:

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.

Supplemental disclosure of

cash flow information:

paid for interest

SUPPLEMENTAL DISCLOSURE OF

CASH FLOW INFORMATION:

investing and financing activities:

salary settled with Convertible notes payable related party

See Accompanying Notes to Consolidated

Financial Statements.

SKINVISIBLE, INC.

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offices in Las Vegas, Nevada.

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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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, 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 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

For the year ended December 31, 2023, the Company had a net loss of $ 2,382,440 .

The Company has also incurred cumulative

net losses of $ 39,380,488 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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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.

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

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.

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.

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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Revenue recognition

We recognize revenue in

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

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

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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 December 31, 2022 and 2021, the Company had determined it was not

necessary to recognize 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 December 31, 2023 and 2022, the Company had recorded allowances for doubtful receivables in the amounts

of 21,592 and $0, respectively.

Intangible assets

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are calculated at the lowest level for which there are identifiable cash flows.

The Company accounts for its income

taxes in accordance with FASB Codification Topic ASC 740-10, “ Income Taxes ”, which requires recognition of deferred

tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of

existing assets and liabilities and their respective tax bases and tax credit carry-forwards.

Deferred tax assets and liabilities are

measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to

be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period

that includes the enactment date.

The Company accounts for its

income taxes in accordance with FASB Codification Topic ASC 740-10, “ Income Taxes ”, which requires recognition of

deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying

amounts of existing assets and liabilities and their respective tax bases and tax credit carry-forwards.

Deferred tax assets and liabilities

are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected

to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the

period that includes the enactment date.

Stock-based compensation

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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 December 31, 2022 The shares issuable under each instrument is as follows;

23,609,820 shares

issuable under convertible notes.

There 82,981,326 additional shares issuable in connection with outstanding options, warrants, stock

payable and convertible debts as of December 31, 2023 The shares issuable under each instrument is as follows;

82,981,326 shares issuable

under convertible notes.

Recently issued accounting pronouncements

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, 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

Convertible Notes Payable Related Party consists of the following:

December 31, 2022

December 31, 2021

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 .

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 $ 609,852 during the year ended December 31, 2022 and $ 609,200 for the year ended December 31, 2021.

The Company made payments toward the principal balance of the notes of $ 0 and $ 15,000 for the years ended December 31, 2022 and 2021, respectively.

Unamortized debt discount

( 1,837,918 )

Total, net of unamortized discount

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

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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and has determined that no impairment write-down is considered necessary as of December 31, 2023.

RELATED PARTY TRANSACTIONS

Convertible Notes Related Party

Convertible Notes Payable Related Party consists of the following:

December 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.

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

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 $ 1,228,066 and $ 457,389 during the year ended December 31, 2023 and 2022, respectively.

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

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 .

Unamortized debt discount

( 1,228,066 )

Total, net of unamortized discount

NOTES PAYABLE

2 unchanged sentences

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 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

As of December 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:

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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 $ 50,974 and $ 51,252 for the years ended December 31, 2022 and 2021, respectively.

The aggregate beneficial conversion feature has been accreted and charged to interest expenses in the amount of $ 38,023 and $ 50,974 for the year ended December 31, 2023 and 2022, respectively.

Unamortized debt discount

19 unchanged sentences

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 .

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

The Company provides for income taxes under

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Income tax expense

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

to file its U.S.

As of December

31, 2023 and 2022, the Company had gross federal net operating loss carryforwards of approximately $ 39.0 million and $ 37.0 million,

respectively.

plans to file its U.S.

federal return for the year ended December 31, 2023 upon the issuance of this filing.

Upon filing of the tax return for

the year ended December 31, 2022 the actual deferred tax asset and associated valuation allowance available to the Company may differ

Upon filing of the tax return

for the year ended December 31, 2023 the actual deferred tax asset and associated valuation allowance available to the Company may differ

from management’s estimates.

The tax years 2018-2020 remained open to examination for federal income tax purposes by the major tax

jurisdictions to which the Company is subject.

The tax years 2020-2022 remained open to examination for federal income tax purposes by the major

tax jurisdictions to which the Company is subject.

No tax returns are currently under examination by any tax authorities.

STOCK OPTIONS AND

Stock options

The following is a summary of option activity during the years

ended December 31, 2022 and 2021.

Number of Shares

Weighted Average Exercise Price

Balance, December 31, 2021

Options granted and assumed

Options expired

Options canceled

Options exercised

Balance, December 31, 2022

STOCKHOLDERS’

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Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

On January 7, 2022, Prager Metis

CPAs, LLC (the “Former Accountant”) declined to stand for reappointment as our independent registered public accounting firm

and, on January 12, 2022, we engaged Gries and Associates, LLC (the “New Accountant”) as our independent registered public

accounting firm.

The engagement of the New Accountant was approved by our Board of Directors.

(the “Company”) were informed that Gries & Associates, LLC (“Gries”) had sold its business to GreenGrowth

CPAs (“GreenGrowth”).

On October 17, 2023, we engaged and executed an agreement with GreenGrowth, as the Company’s

new independent accountant to replace Gries.

The engagement of GreenGrowth was approved by our Board of Directors.

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