What changed in this filing

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Item 9A. Controls and Procedures

2024-04-16 compared with 2023-03-30 · 230 added, 297 removed, 56 unchanged (90% of the section changed)

Controls and Procedures

As required by Rule 13a-15 under

the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures

as of the end of the period covered by this annual report, being December 31, 2022.

This evaluation was carried out under the supervision

and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.

Disclosure controls and procedures

are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted

under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities

and Exchange Commission’s rules and forms.

Disclosure controls and procedures include controls and procedures designed to ensure

that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated

and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding

required disclosure.

Based upon that evaluation, including

our Chief Executive Officer and Chief Financial Officer, we have concluded that our disclosure controls and procedures were ineffective

as of the end of the period covered by this annual report.

Management’s Annual Report

on Internal Control over Financing Reporting

Our management is responsible for

establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange

Act of 1934).

Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2022 based

on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

As a result of this assessment, management concluded that, as of December 31, 2022, our internal control over financial reporting was

not effective.

Our management identified the following material weaknesses in our internal control over financial reporting, which are

indicative of many small companies with small staff:

(i) inadequate segregation of duties and effective risk assessment;

and (ii) insufficient

written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP

and SEC guidelines.

We plan to take steps to enhance

and improve the design of our internal control over financial reporting.

During the period covered by this annual report on Form 10-K,

we have not been able to remediate the material weaknesses identified above.

To remediate such weaknesses, we hope to implement the following

changes during our fiscal year ending December 31, 2023:

(i) appoint additional qualified personnel to address inadequate segregation

of duties and ineffective risk management;

and (ii) adopt sufficient written policies and procedures for accounting and financial reporting.

The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing

the changes required.

If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

This annual report does not include

an attestation report of our registered public accounting firm regarding internal control over financial reporting.

report was not subject to attestation by our registered public accounting firm pursuant to an exemption for non-accelerated filers set

forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure

controls and procedures as of the end of the period covered by this annual report, being December 31, 2023.

This evaluation was carried

out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.

controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our

reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time

periods specified in the Securities and Exchange Commission’s rules and forms.

Disclosure controls and procedures include controls

and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities

Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer,

to allow timely decisions regarding required disclosure.

upon that evaluation, including our Chief Executive Officer and Chief Financial Officer, we have concluded that our disclosure controls

and procedures were ineffective as of the end of the period covered by this annual report.

Annual Report on Internal Control over Financing Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f)

under the Securities Exchange Act of 1934).

Management has assessed the effectiveness of our internal control over financial reporting

as of December 31, 2023, based on criteria established in Internal Control- Integrated Framework issued by the Committee of Sponsoring

Organizations of the Treadway Commission.

As a result of this assessment, management concluded that, as of December 31, 2023, our internal

control over financial reporting was not effective.

Our management identified the following material weaknesses in our internal control

over financial reporting, which are indicative of many small companies with small staff:

(i) inadequate segregation of duties and effective

risk assessment;

and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements

and application of both US GAAP and SEC guidelines.

plan to take steps to enhance and improve the design of our internal control over financial reporting.

During the period covered by this

annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above.

To remediate such weaknesses,

we hope to implement the following changes during our fiscal year ending December 31, 2024:

(i) appoint additional qualified personnel

to address inadequate segregation of duties and ineffective risk management;

and (ii) adopt sufficient written policies and procedures

for accounting and financial reporting.

The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional

financing to cover the costs of implementing the changes required.

If we are unsuccessful in securing such funds, remediation efforts

may be adversely affected in a material manner.

annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial

Management’s report was not subject to attestation by our registered public accounting firm pursuant to an exemption

for non-accelerated filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Other Information

Disclosure Regarding Foreign Jurisdictions

that Prevent Inspections.

Directors, Executive

Officers and Corporate Governance

The following information sets forth

the names, ages, and positions of our current directors and executive officers.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Officers and Corporate Governance

following information sets forth the names, ages, and positions of our current directors and executive officers.

Position(s) and Office(s) Held

1 unchanged sentence

Chief Executive Officer, Chief Financial Officer, and Director

Set forth below is a brief description

of the background and business experience of each of our current executive officers and directors.

Howlett , has

been our Chief Executive Officer and Director since March 5, 1998.

Howlett has a diversified background in market initialization and

development, sales and venture capital financing for emerging growth companies.

He has held senior management, marketing and sales positions

with various companies, including the Canadian Federation of Independent Business, Family Life Insurance, and Avacare of Canada and founded

Presley Laboratories, Inc., which marketed cosmetic and skin, care products on a direct sales basis.

For the ten years prior to becoming

President of the Company, Mr.

Howlett was the President and CEO of Voice-it Solutions, Inc., a publicly traded company on the Vancouver

Stock exchange that made voice response software for order entry systems.

inventor and businessman based in Las Vegas, Nevada.

He has invented and co-invented turbochargers and superchargers, some of which are

in use today on production vehicles and in Formula 1.

He has also been involved in other various aspects of the automotive industry, including

product development, service, and repair.

forth below is a brief description of the background and business experience of each of our current executive officers and directors.

Howlett , has been our Chief Executive Officer and Director since March 5, 1998.

Howlett has a diversified background

in market initialization and development, sales and venture capital financing for emerging growth companies.

He has held senior management,

marketing and sales positions with various companies, including the Canadian Federation of Independent Business, Family Life Insurance,

and Avacare of Canada and founded Presley Laboratories, Inc., which marketed cosmetic and skin, care products on a direct sales basis.

For the ten years prior to becoming President of the Company, Mr.

Howlett was the President and CEO of Voice-it Solutions, Inc., a publicly

traded company on the Vancouver Stock exchange that made voice response software for order entry systems.

James is an inventor and businessman based in Las Vegas, Nevada.

He has invented and co-invented turbochargers and superchargers,

some of which are in use today on production vehicles and in Formula 1.

He has also been involved in other various aspects of the automotive

industry, including product development, service, and repair.

He has been an Officer and Director of Homeland Resources Ltd.

since July of 2014 and currently

serves as the President and a Director.

of 2014 and currently serves as the President and a Director.

He has been the Vice President and a Director of Nouveau Ventures Inc.

1 unchanged sentence

James served as the President of XLR Medical Corporation from January 2009 through January 2012.

Our bylaws authorize no less than

one (1) and more than twelve (12) directors.

bylaws authorize no less than one (1) and more than twelve (12) directors.

We currently have two directors.

Term of Office

Our Directors are appointed for a

one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with

Our officers are appointed by our board of directors and hold office until removed by the board.

Significant Employees

Doreen McMorran ,

is head of Business Development.

McMorran brings to the Company almost 20 years of experience in the medical and pharmaceutical industry,

specifically in the areas of strategic planning, sales and marketing.

She has spent the last seven years selling to international dermatology

and skincare focused companies like Procter and Gamble, Johnson & Johnson, Stiefel, Galderma, Novartis and Graceway, to name a few.

McMorran, who holds a Bachelor of Commerce (Honors) degree, spent six years in the pharmaceutical industry with Astra Pharma.

Additionally,

she has held senior management level positions with a number of healthcare companies, focusing on business development, sales, marketing

and operations.

Family Relationships

There are no family relationships

between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.

Involvement in Certain Legal Proceedings

To the best of our knowledge, during

the past ten years, none of the following occurred with respect to a present or former director, executive officer, or employee:

bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time

of the bankruptcy or within two years prior to that time;

(2) any conviction in a criminal proceeding or being subject to a pending criminal

proceeding (excluding traffic violations and other minor offenses);

(3) being subject to any order, judgment or decree, not subsequently

reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise

limiting his or her involvement in any type of business, securities or banking activities;

and (4) being found by a court of competent

jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities

or commodities law, and the judgment has not been reversed, suspended or vacated.

Audit Committee

We do not have a separately designated

standing audit committee.

The entire board of directors performs the functions of an audit committee, but no written charter governs the

actions of the board of directors when performing the functions of that would generally be performed by an audit committee.

of directors approves the selection of our independent accountants and meets and interacts with the independent accountants to discuss

issues related to financial reporting.

In addition, the board of directors reviews the scope and results of the audit with the independent

accountants, reviews with management and the independent accountants our annual operating results, considers the adequacy of our internal

accounting procedures and considers other auditing and accounting matters including fees to be paid to the independent auditor and the

performance of the independent auditor.

We do not have an audit committee

financial expert because of the size of our company and our board of directors at this time.

We believe that we do not require an audit

committee financial expert at this time because we retain outside consultants who possess these attributes as needed.

For the fiscal year ending December

31, 2022, the board of directors:

Reviewed and discussed the audited

financial statements with management, and

Reviewed and discussed the written

disclosures and the letter from our independent auditors on the matters relating to the auditor’s independence.

Based upon the board of directors’ review and discussion of the matters above, the board of directors authorized inclusion of the audited financial statements for the year ended December 31, 2022 to be included in this Annual Report on Form 10-K and filed with the Securities and Exchange Commission.

Directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed

from office in accordance with our bylaws.

Our officers are appointed by our board of directors and hold office until removed by the

Doreen McMorran , is head of Business Development.

McMorran brings to the Company almost 20 years of experience in the medical

and pharmaceutical industry, specifically in the areas of strategic planning, sales and marketing.

She has spent the last seven years

selling to international dermatology and skincare focused companies like Procter and Gamble, Johnson & Johnson, Stiefel, Galderma,

Novartis and Graceway, to name a few.

McMorran, who holds a Bachelor of Commerce (Honors) degree, spent six years in the pharmaceutical

industry with Astra Pharma.

Additionally, she has held senior management level positions with a number of healthcare companies, focusing

on business development, sales, marketing and operations.

Relationships

are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors

or executive officers.

in Certain Legal Proceedings

the best of our knowledge, during the past ten years, none of the following occurred with respect to a present or former director,

executive officer, or employee:

(1) any bankruptcy petition filed by or against any business of which such person was a general

partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

(2) any conviction in a

criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent

jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of

business, securities or banking activities;

and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or

the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has

not been reversed, suspended or vacated.

do not have a separately designated standing audit committee.

The entire board of directors performs the functions of an audit committee,

but no written charter governs the actions of the board of directors when performing the functions of that would generally be performed

by an audit committee.

The board of directors approves the selection of our independent accountants and meets and interacts with the

independent accountants to discuss issues related to financial reporting.

In addition, the board of directors reviews the scope and results

of the audit with the independent accountants, reviews with management and the independent accountants our annual operating results,

considers the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be

paid to the independent auditor and the performance of the independent auditor.

do not have an audit committee financial expert because of the size of our company and our board of directors at this time.

that we do not require an audit committee financial expert at this time because we retain outside consultants who possess these attributes

the fiscal year ending December 31, 2023, the board of directors:

and discussed the audited financial statements with management, and

and discussed the written disclosures and the letter from our independent auditors on the

matters relating to the auditor’s independence.

Based upon the board of directors’

review and discussion of the matters above, the board of directors authorized inclusion of the audited financial statements for the year

ended December 31, 2023, to be included in this Annual Report on Form 10-K and filed with the Securities and Exchange Commission.

16(a) Beneficial Ownership Reporting Compliance

Section 16(a)

of the Exchange Act requires our directors and executive officers and persons who beneficially own more than ten percent of a registered

class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of

common stock and other equity securities of the Company.

Officers, directors and greater than ten percent beneficial shareholders are

required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

To the best of our knowledge based solely

on a review of Forms 3, 4, and 5 (and any amendments thereof) received by us during or with respect to the year ended December 31, 2022,

all filings were timely made.

We adopted a Code of Ethics for Financial

Executives, which include our principal executive officer, principal financial officer, principal accounting officer or controller, or

persons performing similar functions.

The Code of Ethics was filed as an exhibit to the annual report on Form 10KSB for the fiscal year

ended December 31, 2004 and filed with the SEC on April 14, 2005.

Executive Compensation

Compensation Discussion and Analysis

Currently, the objective of the cash

compensation paid by the company is to provide fair reimbursement for the time spent by our executive officer and independent directors

to the extent feasible within the financial constraints faced by our developing business.

The stock options granted to our executive officer

and to our independent directors are intended to provide these individuals with incentives to pursue the growth and development of the

company’s operations and business opportunities.

Although the options awarded to our executive and directors are typically exercisable

immediately, they also remain valid and exercisable for terms of several years.

We believe this provides the proper balance of short-term

and long-term incentives to increase the value of the company.

Although an immediate increase in share price following the issuance of

the options would obviously result in a profit if those options were exercised, the longer exercisable period of the options also provides

an incentive to increase value over the long term and gives our executive officer and directors the opportunity to realize gains based

on the sustained growth of our operations and revenues.

In addition, our sole executive officer

holds substantial ownership in the company and is generally motivated by a strong entrepreneurial interest in expanding our operations

and revenue base to the best of his ability.

Summary Compensation Table

The table below summarizes all compensation

awarded to, earned by, or paid to our former or current executive officers for the fiscal years ended December 31, 2022 and 2021.

16(a) of the Exchange Act requires our directors and executive officers and persons who beneficially own more than ten percent of a registered

class of the Company’s equity securities to file with the SEC initial reports of ownership and

reports of changes in ownership of common stock and other equity securities of the Company.

Officers, directors and greater than ten

percent beneficial shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

best of our knowledge based solely on a review of Forms 3, 4, and 5 (and any amendments thereof)

received by us during or with respect to the year ended December 31, 2023, all filings were timely made.

adopted a Code of Ethics for Financial Executives, which include our principal executive officer, principal financial officer, principal

accounting officer or controller, or persons performing similar functions.

The Code of Ethics was filed as an exhibit to the annual report

on Form 10KSB for the fiscal year ended December 31, 2004 and filed with the SEC on April 14, 2005.

Executive Compensation Compensation Discussion and Analysis

the objective of the cash compensation paid by the company is to provide fair reimbursement for the time spent by our executive officer

and independent directors to the extent feasible within the financial constraints faced by our developing business.

The stock options

granted to our executive officer and to our independent directors are intended to provide these individuals with incentives to pursue

the growth and development of the company’s operations and business opportunities.

Although the options awarded to our executive

and directors are typically exercisable immediately, they also remain valid and exercisable for terms of several years.

We believe this

provides the proper balance of short-term and long-term incentives to increase the value of the company.

Although an immediate increase

in share price following the issuance of the options would obviously result in a profit if those options were exercised, the longer exercisable

period of the options also provides an incentive to increase value over the long term and gives our executive officer and directors the

opportunity to realize gains based on the sustained growth of our operations and revenues.

addition, our sole executive officer holds substantial ownership in the company and is generally motivated by a strong entrepreneurial

interest in expanding our operations and revenue base to the best of his ability.

Compensation Table

table below summarizes all compensation awarded to, earned by, or paid to our former or current executive officers for the fiscal years

ended December 31, 2023 and 2022.

SUMMARY COMPENSATION TABLE

2 unchanged sentences

Terry Howlett

(1) Due to financial constraints,

however, the total paid to Mr.

Due to financial constraints, however, the total paid

Howlett during the fiscal year ended December 31, 2023 was $0.

(2) Due to financial constraints,

however, the total salary paid to Mr.

Due to financial constraints, however, the total salary

Howlett during the fiscal year ended December 31, 2022 was $0.

Narrative Disclosure to the Summary Compensation Table

We granted Mr.

right to convert his accrued compensation of $630,000and $450,000 as of December 31, 2022 and 2021 into our common stock at $0.10 per

share at any time until 2028.

If exercised, we also agreed to issue one three-year warrant for every two shares converted by Mr.

exercisable at $0.15 per share.

Outstanding Equity Awards

at Fiscal Year-End

There were no unexercised options,

stock that has not vested, or equity incentive plan awards as of December 31, 2022.

The table below

summarizes all compensation of our directors as of December 31, 2022.

Disclosure to the Summary Compensation Table

Howlett the right to convert his accrued compensation of $0 and $630,000 as of December 31, 2023 and 2022 into our common

stock at $0.10 per share at any time until 2028.

If exercised, we also agreed to issue one three-year warrant for every two shares converted

Howlett exercisable at $0.15 per share.

Equity Awards at Fiscal Year- End

were no unexercised options, stock that has not vested, or equity incentive plan awards as of December 31, 2023.

table below summarizes all compensation of our directors as of December 31, 2023.

DIRECTOR COMPENSATION

5 unchanged sentences

All Other Compensation ($)

Narrative Disclosure to the Director

Compensation Table

All the fees earned or paid in cash

and stock options awards granted to Terry Howlett were earned in connection with his service as an executive officer.

Howlett received

no compensation for his service as a member of our board of directors.

James was paid $6,000 for

his services during the year ended December 31, 2022.

On September 22, 2018, we granted

an option to purchase 2,000 shares of our common stock to Mr.

The options have a strike price of $1.75.

The stock options were

exercisable upon grant and have a life of 5 years.

The stock options were valued at $35,497 using the Black-Scholes option pricing model.

Disclosure to the Director Compensation Table

the fees earned or paid in cash and stock options awards granted to Terry Howlett were earned in connection with his service as an executive

Howlett received no compensation for his service as a member of our board of directors.

James was paid $6,000 for his services during the year ended December 31, 2023.

September 22, 2018, we granted an option to purchase 2,000 shares of our common stock to Mr.

The options have a strike price

The stock options were exercisable upon grant and have a life of 5 years.

The stock options were valued at $35,497 using the

Black-Scholes option pricing model.

These options expired on September 21, 2023.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth, as

of March 31, 2023, the beneficial ownership of our common stock by each executive officer and director, by each person known by us to

beneficially own more than 5% of our common stock and by the executive officers and directors as a group.

following table sets forth, as of March 12, 2024, the beneficial ownership of our common stock by each executive officer and director,

by each person known by us to beneficially own more than 5% of our common stock and by the executive officers and directors as a group.

Title of class

10 unchanged sentences

10,250,510 shares

Except as otherwise indicated, the address of each person named in this table is c/o Skinvisible, Inc., 6320 South Sandhill Road, Suite 10, Las Vegas, Nevada 89120.

As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security).

In addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial ownership" of any security that such person has the right to acquire within 60 days after such date.

Except as otherwise indicated, all shares are owned directly and the percentage

shown is based on 27,741,990 shares of common stock issued and outstanding and dilutive shares on March 31, 2023.

Includes 154,466 shares held in his name as indicated on our shareholder

list, and 10,886,535, shares of common stock held in derivative securities.

Includes an option to purchase 2,000 shares of common stock at $0.035 per share.

Includes 36,000 shares held in her name as indicated on our shareholder list, and 10,214,510 shares of common stock held in derivative securities.

as otherwise indicated, the address of each person named in this table is c/o Skinvisible, Inc., 6320 South Sandhill Road, Suite

10, Las Vegas, Nevada 89120.

used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct

the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power

to dispose of, or to direct the disposition of, a security).

In addition, for purposes of this table, a person

is deemed, as of any date, to have "beneficial ownership" of any security that such person has the

right to acquire within 60 days after such

Except as otherwise

indicated, all shares are owned directly and the percentage shown is based on 4,539,843 shares of common stock issued and outstanding

on March 12, 2024.

154,466 shares held in his name as indicated on our shareholder list, and 10,886,535 shares of common stock held in derivative securities.

an option to purchase 2,000 shares of common stock at $0.035 per share.

36,000 shares held in her name as indicated on our shareholder list, and 10,214,510 shares of common stock held in derivative securities.

Certain Relationships and Related Transactions, and Director Independence

Aside from that which follows and

in “Executive Compensation,” none of our directors or executive officers, nor any proposed nominee for election as a director,

nor any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to all of our

outstanding shares, nor any members of the immediate family (including spouse, parents, children, siblings, and in-laws) of any of the

foregoing persons has any material interest, direct or indirect, in any transaction for the last two fiscal years or in any presently

proposed transaction which, in either case, has or will materially affect us.

On February 3, 2020, we entered into a License Agreement

with Ovation Science, pursuant to which the Company granted to Ovation Science Inc.

a license for the manufacture and distribution rights

to its hand sanitizer product, DermSafe.

In exchange for the license, Ovation Science Inc.

agreed to pay to Skinvisible a 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, Ovation Science Inc.

the Company the fee otherwise due in year 3 and in exchange the Company extended the term of Ovation’s license to 6-years and granted

Ovation additional rights to its hand sanitizer products and assigned Canadian Identification Numbers 02310589 and 02355558, all DermSafe

Trademarks, DermSafe clinical data and the right to patent DermSafe where not currently patented.

In exchange for these rights Ovation

paid a $100,000 license fee.

The Company completed the required assignments during the year ending December 31, 2021 and recognized $100,000

The Company earned $0 and $2,458 in royalties

under the license agreement during the years ending December 31, 2022 and 2021, respectively.

from that which follows and in “Executive Compensation,” none of our directors or executive officers, nor any proposed nominee

for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting

rights attached to all of our outstanding shares, nor any members of the immediate family (including spouse, parents, children, siblings,

and in-laws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction for the last two fiscal

years or in any presently proposed transaction which, in either case, has or will materially affect us.

February 3, 2020, we entered into a License Agreement with Ovation Science, pursuant to which the Company 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 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.

June 10, 2020, Ovation Science Inc.

paid the Company the fee otherwise due in year 3 and in exchange the Company extended the term of

Ovation’s license to 6-years and granted Ovation additional rights to its hand sanitizer products and assigned Canadian Identification

Numbers 02310589 and 02355558, all DermSafe Trademarks, DermSafe clinical data and the right to patent DermSafe where not currently patented.

In exchange for these rights Ovation paid a $100,000 license fee.

The Company completed the required assignments during the year ending

December 31, 2021 and recognized $100,000 in revenue.

Company earned $[*] and $0 in royalties under the license agreement during the years ending December 31, 2023 and 2022, respectively.

Company sold polymer products to Ovation Science Inc and earned $[*] and $0 as of December 31, 2023 and 2022, respectively.

During the year ended December 31, 2022, $0 in advances were repaid to

During the year ended December 31, 2022, $25,200 in advances were repaid

As of December 31, 2022, $27,299

and $52,499 in advances remained due to Mr.

the year ended December 31, 2023, $[*] in advances were repaid to Mr.

During the year ended December 31, 2023, $[*] in advances

were repaid to Ms.

of December 31, 2023, $[*] and $[*] in advances remained due to Mr.

Howlett and Ms.

McMorran, respectively, and all other related party notes have been extinguished

or re-negotiated as convertible notes.

The following table details

the notes that are outstanding for Terry Howlett and Doreen McMorran.

Outstanding Principal as of December 31, 2022

Terry Howlett

June 30, 2019

December 31, 2024

Terry Howlett

June 30, 2019

December 31, 2024

Accrued Interest as of December 31, 2022

Terry Howlett

Outstanding Principal as of December 31, 2022

Doreen McMorran

June 30, 2019

December 31, 2024

Doreen McMorran

June 30, 2019

December 31, 2024

Accrued Interest as of December 31, 2022

Doreen McMorran

Principal Accounting

Fees and Services

Below is the table of Audit Fees

(amounts in US$) billed by our auditor in connection with the audit of the Company’s annual financial statements for the years ended:

Financial Statements for the

Year Ended December 31

Audit Services

Audit Related Fees

Exhibits, Financial Statements

Financial Statements and Schedules

McMorran, respectively, and all other related party

notes have been extinguished or re-negotiated as convertible notes.

The following

financial statements and schedules listed below are included in this Form 10-K.

Financial Statements

table details the notes that are outstanding for Terry Howlett and Doreen McMorran.

Principal as of December 31, 2023

Interest as of December 31, 2022

Principal as of December 31, 2023

Interest as of December 31, 2023

Principal Accounting Fees and Services

is the table of Audit Fees (amounts in US$) billed by our auditor in connection with the audit of the Company’s annual financial

statements for the years ended:

Statements for the

Year Ended December 31

Exhibits, Financial Statements Schedules

(a) Financial

Statements and Schedules

following financial statements and schedules listed below are included in this Form 10-K.

Financial Statements (See Item 8)

Exhibit Number

10 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Incorporated by reference to the Registration Statement on Form 10SB12G filed on April;

Incorporated by reference to the Report on Form 8-K filed on September 12, 2008.

Incorporated by reference to Current report on Form 10-KSB filed with the Securities and Exchange Commission on April 14, 2005.

Incorporated by reference to the Report on Form 8-K filed on March 29, 2018

Incorporated by reference to the Report on Form 8-K filed on January 22, 2019

Incorporated by reference to the Report on Form 8-K filed on October 22, 2019

by reference to the Registration Statement on Form 10SB12G filed on April;

by reference to the Report on Form 8-K filed on September 12, 2008.

by reference to Current report on Form 10-KSB filed with the Securities and Exchange Commission on April 14, 2005.

by reference to the Report on Form 8-K filed on March 29, 2018

by reference to the Report on Form 8-K filed on January 22, 2019

by reference to the Report on Form 8-K filed on October 22, 2019

Form 10-K Summary

the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf

by the undersigned, thereunto duly authorized.

Skinvisible, Inc.

/s/ Terry Howlett

to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its

behalf by the undersigned, thereunto duly authorized.

Terry Howlett

President, Chief Executive Officer, Principal Executive Officer,

Chief Financial Officer, Principal Financial Officer, Principal Accounting

Officer and Director

March 29, 2023

the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant

and in the capacities and on the dates indicated.

/s/ Terry Howlett

Chief Executive Officer, Principal Executive Officer,

Financial Officer, Principal Financial Officer, Principal Accounting Officer and Director

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

Terry Howlett

President, Chief Executive Officer, Principal Executive Officer,

Chief Financial Officer, Principal Financial Officer, Principal Accounting

Officer and Director

March 29, 2023

/s/ David St.

March 29, 2023

Chief Executive Officer, Principal Executive Officer,

Financial Officer, Principal Financial Officer, Principal Accounting Officer and Director

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 9A. Controls and Procedures