Item 7. Management’s Discussion and Analysis
Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Forward-Looking Statements
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;
and
• 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 this Annual Report under “Risk Factors,” and readers should not
place undue reliance on our forward-looking statements. 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.
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Results
of Operations for the Years Ended December 31, 2023 and 2022
Revenues
Our
revenue, which we combine from product sales, royalties on patent licenses and license fees (product development fees), was $20,000 for
the year ended December 31, 2023, a decrease of $259,296 from $279,296 for the same period ended December 31, 2022.
The 20,000 in revenue for the year ended December
31, 2023, was primarily the result of licensing fees.
Gross
Profit
We had $0 in cost of revenues
for the year ended December 31, 2023, as compared with $4,808 in cost of revenues for the year ended December 31, 2022, so our gross profit
was 20,000, or 100% of sales for 2023 and $274,488, or 98% of sales for 2022.
Our gross profit in 2023 was due to
licensing revenue, and we hope to generate more revenues from our licenses with Quoin and Ovation for the rest of 2024.
Operating Expenses
Operating expenses decreased to
$510,375 for the year ended December 31, 2023, from $512,919 for the same period ended December 31, 2022.
Our
operating expenses for all periods consisted mainly of selling, general and administrative expenses.
Our
selling, general and administrative expenses for the year December 31, 2023, consisted mainly of accrued salaries and wages of $356,272
and audit and accounting of $40,638. In comparison, Our selling, general and administrative expenses for the year December 31, 2022 consisted
mainly of accrued salaries and wages of $328,769 and audit and accounting of $53,638.
Other
Expenses
We
had other expenses of $1,892,065 for the year ended December 31, 2023, as compared with other expenses of
$986,455
for the year ended December 31, 2022.
Our
other expenses for the year ended December 31, 2023, consisted mainly of interest expense, netted against a gain on settlement of debt
and gain on derivative liability changes. Our other expenses for the year ended December 31, 2022 consisted mainly of interest expense,
netted against a gain on forgiveness of debt and gain on derivative liability changes.
Net
Loss
We recorded a net loss of $2,382,440
for the year ended December 31, 2023, as compared with a net loss of $1,224,887 for the year ended December 31, 2022.
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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 $39,380,488 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 December 31, 2023, we had total
current assets of $35,460 and total assets in the amount of $162,869. Our total current liabilities as of December 31, 2023, were $3,512,407.
We had a working capital deficit of $3,476,947 as of December 31, 2023, compared with a working capital deficit of $3,535,040 as of December
31, 2022.
Operating
activities used $75,969 in cash for the year ended December 31, 2023, as compared with $45,170 provided for the year ended December 31,
2022. Our negative operating cash flows for 2023 was the result of our net loss for the year, mainly offset by changes in operating assets
and liabilities and the amortization of debt discount. Our positive operating cash flows for 2022 was largely the result of changes in
operating assets and liabilities, amortization of debt discount offset mainly by the net loss for the periods.
We
used cash of $10,521 and $2,530 in investing activities for the years ended December 31, 2023 and 2022, respectively, for the purchase
of intangible assets.
Cash
flows provided by financing activities during the year ended December 31, 2023 amounted to $6,000, as compared with cash used of $27,299
for the year ended December 31, 2022. Our positive financing cash flow for the year ended December 31, 2023 resulted from proceeds from
related part notes. Our negative financing cash flow for the year ended December 31, 2022 resulted from payments on related party loans.
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 capital.
Off
Balance Sheet Arrangements
As
of December 31, 2023, there were no off-balance sheet arrangements.
Critical
Accounting Policies
In
December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion
and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a
company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often
as a result of the need to make estimates about the effect of matters that are inherently uncertain.
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Product
sales – Revenues from the sale of products (Invisicare® polymers) are recognized when title to the products are transferred
to the customer and only when no further contingencies or material performance obligations are warranted, and thereby have earned the
right to receive reasonably assured payments for products sold and delivered.
Royalty
sales – We also recognize royalty revenue from licensing our patented product formulations only when earned, with no further
contingencies or material performance obligations are warranted, and thereby have earned the right to receive and retain reasonably assured
payments.
Distribution
and license rights sales – We also recognize revenue from distribution and license rights only when earned (and are amortized
over a five-year period), with no further contingencies or material performance obligations are warranted, and thereby have earned the
right to receive and retain reasonably assured payments.
Costs
of Revenue – Cost of revenue includes raw materials, component parts, and shipping supplies. Shipping and handling costs is
not a significant portion of the cost of revenue.
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, 2023, we had not recorded a reserve for doubtful accounts.
Recently
Issued Accounting Pronouncements
In
August 2020, FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity; Own Equity (“ASU 2020-06”),
as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or
improving the usefulness of the information provided to users of financial statements. Among other changes, the new guidance removes
from GAAP separation models for convertible debt that require the convertible debt to be separated into a debt and equity component,
unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial premium.
As a result, after adopting the guidance, entities will no longer separately present such embedded conversion features in equity, and
will instead account for the convertible debt wholly as debt. The new guidance also requires use of the “if-converted” method
when calculating the dilutive impact of convertible debt on earnings per share, which is consistent with the Company’s current
accounting treatment under the current guidance. The guidance is effective for financial statements issued for fiscal years beginning
after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted, but only at the beginning of the
fiscal year. The Company is currently evaluating the impact the adoption of ASU 2020-06 will have on the Company’s financial statements.
Item
7A. Quantitative and Qualitative Disclosures About Market Risk
A
smaller reporting company is not required to provide the information required by this Item.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.