What changed in this filing

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Item 1. Financial Statements

2024-05-15 compared with 2023-11-15 · 180 added, 192 removed, 219 unchanged (63% of the section changed)

Financial Statements

consolidated financial statements included in this Form 10-Q are as follows:

Consolidated Balance Sheets

as of September 30, 2023 and December 31, 2022 (unaudited);

Consolidated Statements of Operations for the three

and nine months ended September 30, 2023 and 2022 (unaudited);

Consolidated Statements of Stockholders’ Equity

( Deficit) for the three and nine months ended September 30, 2023 and 2022 (unaudited);

Consolidated Statements of Cash Flow for the nine months

ended September 30, 2023 and 2022 (unaudited);

Our consolidated financial statements included in this Form 10-Q

are as follows:

Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023 (unaudited);

Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023 (unaudited);

Consolidated Statements of Stockholders’ Equity ( Deficit) for the three months ended March 31, 2024 and 2023 (unaudited);

Consolidated Statements of Cash Flow for the three months ended March 31, 2024 and 2023 (unaudited);

Notes to Consolidated Financial Statements.

consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States

of America for interim financial information and the SEC instructions to Form 10-Q.

In the opinion of management, all adjustments considered

necessary for a fair presentation have been included.

Operating results for the interim period ended September 30, 2023 are not necessarily

indicative of the results that can be expected for the full year.

CONSOLIDATED BALANCE SHEETS

These consolidated financial statements have been prepared in accordance

with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions

to Form 10-Q.

In the opinion of management, all adjustments considered necessary for a fair presentation have been included.

results for the interim period ended March 31, 2024 are not necessarily indicative of the results that can be expected for the full year.

BALANCE SHEETS

Current assets

7 unchanged sentences

interest payable

related party

notes payable

current liabilities

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

from related party

notes payable, net of unamortized debt discount of $ 38,300 and $ 63,785 , respectively

current liabilities

notes payable related party, net of unamortized discount of $ 0 and $ 0

notes payable

Total liabilities

2 unchanged sentences

shares authorized;

4,539,843 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively

shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively

paid-in capital

6 unchanged sentences

Accompanying Notes to Condensed Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS

Cost of revenues

12 unchanged sentences

$ ( 1,515,056 )

$ ( 2,078,649 )

$ ( 824,310 )

income (loss) per common share

1 unchanged sentence

weighted average common shares outstanding

diluted weighted average common shares

diluted weighted average common shares outstanding

Accompanying Notes to Condensed Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

STATEMENT OF STOCKHOLDERS' DEFICIT

Paid-in Capital

3 unchanged sentences

$ ( 9,023,043 )

( 1,515,056 )

Balance, March

1 unchanged sentence

$ ( 9,313,415 )

Balance, June 30,

$ ( 38,789,179 )

$ ( 8,431,734 )

Balance, September

$ ( 39,076,697 )

$ ( 8,719,252 )

Balance, December

1 unchanged sentence

$ ( 6,640,603 )

Balance, March

( 1,515,056 )

Balance, June 30,

( 36,179,403 )

( 5,821,958 )

Balance, September

Balance, March

( 38,513,104 )

1 unchanged sentence

Accompanying Notes to Condensed Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Cash flows from operating

Income (loss)

$ ( 2,078,649 )

STATEMENTS OF CASH FLOWS

Three Months Ended

March 31, 2024

March 31, 2023

Cash flows from operating activities:

$ ( 1,515,056 )

to reconcile net loss to net cash

provided (used) by operating activities:

and amortization

of debt discount

on settlement of debt

on change in derivative liability

in operating assets and liabilities:

Increase in prepaid assets

(Increase) in accounts receivable

in accounts payable and accrued liabilities

in due from related party

in accrued interest

provided used in operating activities

Cash flows from investing

of 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

Adjustments to reconcile net loss to net cash provided (used) by operating activities:

Depreciation and amortization

Amortization of debt discount

Gain/(loss) on change in derivative liability

Changes in operating assets and liabilities:

Decrease (Increase) in prepaid assets

Increase (decrease) in accounts payable and accrued liabilities

Decrease in due from related party

Increase in accrued interest

Net cash provided used in operating activities

Cash flows from investing activities:

Purchase of intangible assets

Net cash used in investing activities

Cash flows from financing activities:

Payments on related party loans

Proceeds on convertible notes payable

Net cash provided by (used in) financing activities

Net change in cash

1 unchanged sentence

Cash, end of period

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

Supplemental disclosure of cash flow information:

Cash paid for interest

Cash paid for tax

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Non-cash investing and financing activities:

Accrued salary settled with Convertible notes payable related party

Accompanying Notes to Condensed Consolidated Financial Statements.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

MARCH 31, 2024

DESCRIPTION OF BUSINESS

5 unchanged sentences

over-the-counter, personal skincare and cosmetic arenas.

Additionally, the Company’s non-dermatological formulations, offer solutions

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

The Company maintains executive and sales offices in

Las Vegas, Nevada.

The Company 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.

Additionally,

the Company’s non-dermatological formulations, offer solutions for a broad spectrum of markets women’s health, pain management,

obesity and others.

The Company expects to file a US patent application for the delivery of weight loss actives in the coming days.

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,

was also changed to Skinvisible

Pharmaceuticals, Inc.

Skinvisible, Inc., together with its subsidiaries,

20 unchanged sentences

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

For the nine months ended September 30, 2023, the Company

For the three months ended March 31, 2024, the Company

had a net loss of $ 290,372 .

39 unchanged sentences

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

43 unchanged sentences

performance obligations are warranted, and thereby have earned the right to receive and retain reasonably assured payments.

Company has made an accounting policy election to exclude from the measurement of the transaction price all taxes assessed by governmental

authorities that are collected by the Company from its customers (sales and use taxes, value added taxes, some excise taxes).

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 September

30, 2023 and December 31, 2022, the Company had not recorded a reserve for doubtful accounts.

The Company follows Financial Accounting Standard Board’s (FASB) Codification Topic 350-10 (“ASC 350-10”),

“ Intangibles – Goodwill and Other ”.

According to this statement, intangible assets with indefinite lives are

no longer subject to amortization, but rather an annual assessment of impairment by applying a fair-value based test.

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

The Company follows the guidelines in FASB Codification Topic ASC 718-10 “ Compensation-Stock Compensation ”,

which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors

including employee stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair

(loss) per share

The Company reports earnings (loss) per share in accordance

with FASB Codification Topic ASC 260-10 “ Earnings Per Share ”, Basic earnings (loss) per share is computed by dividing

income (loss) available to common shareholders by the weighted average number of common shares available.

Diluted earnings (loss) per

share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional

common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were

Diluted earnings (loss) per share has not been presented for the nine months ending September 30, 2023, since the effect of

the assumed exercise of options and warrants to purchase common shares (common stock equivalents) would have an anti-dilutive effect.

There are 82,981,326 additional shares issuable in connection with outstanding convertible debts as of September 30, 2023.

issued accounting pronouncements

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

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

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

As a result, a convertible

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

and recognition as derivatives.

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

be closer to the coupon interest rate.

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

the Company to use the if-converted method.

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

for convertible instruments.

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

interim periods within those fiscal years.

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

2020, including interim periods within those fiscal years.

AND OTHER ASSETS

and trademarks and other intangible assets are capitalized at their historical cost and are amortized over their estimated useful lives.

As of September 30, 2023, intangible assets total $ 132,156 , net of $ 162,298 of accumulated amortization.

expense for the nine months ended September 30, 2023 and 2022 was $ 14,024 and $ 14,000 , respectively.

License and distributor rights were

acquired by the Company in January 1999 and provide exclusive use distribution of polymers and polymer based products.

The Company has

a non-expiring term on the license and distribution rights.

Accordingly, the Company annually assesses this license and distribution

rights for impairment and has determined that no impairment write-down is considered necessary as of September 30, 2023.

The Company has made an accounting policy election

to exclude from the measurement of the transaction price all taxes assessed by governmental authorities that are collected by the Company

from its customers (sales and use taxes, value added taxes, some excise taxes).

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

As of March 31, 2024 and December 31, 2023, the Company recorded a

reserve for doubtful accounts of $21,592 and $21,592, respectively.

Intangible assets

The Company follows Financial Accounting Standard Board’s (FASB) Codification Topic 350-10 (“ASC 350-10”), “ Intangibles

– Goodwill and Other ”.

According to this statement, intangible assets with indefinite lives are no longer subject to amortization,

but rather an annual assessment of impairment by applying a fair-value based test.

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

Impairment of Long-Lived

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the asset’s

carrying amount may not be recoverable.

The Company conducts its long-lived asset impairment analyses in accordance with ASC 360-10-15, “Impairment

or Disposal of Long-Lived Assets”.

ASC 360-10-15 requires the Company to group assets and liabilities at the lowest level

for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group

against the sum of the undiscounted future cash flows.

If the undiscounted cash flows do not indicate the carrying amount of the asset

is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group exceeds its fair value

based on discounted cash flow analysis or appraisals.

As of March 31, 2024, there was no indication of impairment.

Stock-based compensation

Company follows the guidelines in FASB Codification Topic ASC 718-10 “ Compensation-Stock Compensation ”, which requires

the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee

stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair values.

Earnings (loss) per share

The Company reports earnings (loss) per share in accordance with FASB

Codification Topic ASC 260-10 “ Earnings Per Share ”, Basic earnings (loss) per share is computed by dividing income

(loss) available to common shareholders by the weighted average number of common shares available.

Diluted earnings (loss) per share is

computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common

shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

Diluted earnings (loss) per share has not been presented for the three months ending March 31, 2023, since the effect of the assumed exercise

of options and warrants to purchase common shares (common stock equivalents) would have an anti-dilutive effect.

There are 83,431,326

additional shares issuable in connection with outstanding convertible debts as of March 31, 2024.

INTANGIBLE AND OTHER

Patents and trademarks and other intangible

assets are capitalized at their historical cost and are amortized over their estimated useful lives.

As of March 31, 2024, intangible

assets total $ 122,714 , net of $ 171,740 of accumulated amortization.

Amortization expense for the three months

ended March 31, 2024 and 2023 was $ 4,695 and $ 4,644 , respectively.

License and distributor rights were acquired by the Company in January

1999 and provide exclusive use distribution of polymers and polymer based products.

The Company has a non-expiring term on the license

and distribution rights.

Accordingly, the Company annually assesses this license and distribution rights for impairment and has determined

that no impairment write-down is considered necessary as of March 31, 2024.

RELATED PARTY TRANSACTIONS

Notes Related Party

Notes Payable Related Party consists of the following:

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.

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 nine months ended September 30, 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.

debt discount

( 1,228,066 )

net of unamortized discount

debt offering

the period from May 22, 2013 and December 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:

US patent number #8,128,913:

"Sunscreen Composition with Enhanced

UV-A Absorber Stability and Methods.”

of September 30, 2023, $ 433,600 of the outstanding notes payable are past due and in default and have been classified as current

notes payable.

During the three months ended March 31,

2024 and 2023, the Company repaid $ 3,000 and $ 0 in advances due to related parties.

As of March 31, 2024 and December 31, 2023, the Company

had amounts due to related parties of $ 3,000 and $ 6,000 , respectively.

Convertible Notes Related Party

On January 31, 2023, the Company renegotiated accrued

salaries, vacation, and outstanding convertible notes for its two officers.

Under the terms of the agreements, all outstanding notes

totaling $ 4,220,209 , accrued salaries of $ 1,062,000 , accrued vacation of $ 90,193 were converted to promissory notes convertible into

common stock with a warrant feature.

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

rate of 10 % .

At the investor’s option until the repayment date, the note may be converted to shares of the Company’s common

stock at a fixed price of $0.10 per share along with warrants to purchase one share for every two shares issued at the exercise price

of $0.15 per share for three years after the conversion date .

As of March 31, 2024 and December 31, 2023, the balance of the note was

$ 5,372,402 and $ 5,372,402 , respectively.

NOTES PAYABLE

Secured debt offering

During the period from May 22, 2013 and December

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

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 March 31, 2024, $433,600 of

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

CONVERTIBLE NOTES

Convertible Notes Payable consists of the following:

September 30,

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

10 unchanged sentences

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 $ 12,813 and $ 12,535 for the nine months ended September 30, 2023 and 2022, respectively.

The aggregate beneficial conversion feature has been accreted and charged to interest expenses in the amount of $ 12,673 and $ 12,673 for the three months ended March 31, 2024 and 2023, respectively.

Unamortized debt discount

Total, net of unamortized discount

$ 22,500 face value 10 % secured notes

payable to investors, due in 2025.

At the investor’s option until the repayment date, the note and related interest may be

converted to shares of the Company’s common stock at the rate of $0.075.

per share and 150,000 warrants exercisable at $0.10

each for 1 year from grant date.

Total Convertible Notes

1 unchanged sentence

Total long-term convertible notes

COMMITMENTS AND CONTINGENCIES

AND CONTINGENCIES

October 17, 2019, Skinvisible entered an Exclusive License Agreement with Quoin pursuant to which Skinvisible granted to Quoin a license

2 unchanged sentences

a license fee of $ 1,000,000 and a royalty percentage on all net sales on the licensed products subject to adjustment in certain

The agreement also requires that Quoin make certain milestone payments to Skinvisible upon achieving regulatory approval

milestones for certain drug products.

agreement is subject to termination, if among other things, 50 % of the license fee is not paid by December 31, 2019 and if

the full License Fee is not paid by March 31, 2020.

The agreement also requires that Quoin make certain $5 million milestone payment to Skinvisible upon achieving regulatory

approval milestones for certain drug products.

In addition, and upon the successful approval in the US or European Union, whichever occurs

first, Skinvisible is entitled to receive a single digit royalty percentage of Quoins net sales revenues for any licensed product covered

by the patent rights licensed under the License Agreement.

Plus, Quoin also agreed to pay Skinvisible 25% of any revenues we receive as

royalties in the event that we sublicense any licensed products to a third party .

As of March 31, 2024 and December 31, 2023, there were

no milestone payments due.

agreement is subject to termination, if among other things, 50 % of the license fee is not paid by December 31, 2019 and if the

full License Fee is not paid by March 31, 2020 .

No payments were made by Quoin and the agreement was terminated on December 31, 2019.

3 unchanged sentences

June 14, 2021, the Company entered into an amendment to change the terms of the license Fee as shown below.

partial consideration for the rights conveyed by Skinvisible under this Agreement, Licensee agrees to pay to Skinvisible a one-time,

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

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 ( $ 1,000,000 ).

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

7 unchanged sentences

STOCKHOLDERS’

Company is authorized to issue 200,000,000 shares of $ 0.001 par value common stock.

The Company had 4,539,843 and 4,539,843 issued and

outstanding shares of common stock as of September 30, 2023 and December 31, 2022, respectively.

accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to September 30, 2023 to the date these financial

statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these financial

The Company is authorized to issue 200,000,000 shares

of $ 0.001 par value common stock.

The Company had 4,539,843 and 4,539,843 issued and outstanding shares of common stock as of March 31,

2024 and December 31, 2023, respectively.

SUBSEQUENT EVENTS

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

analyzed its operations subsequent to March 31, 2024 to the date these financial statements were available to be issued and has determined

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

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements