What changed in this filing

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Item 1. Financial Statements

2024-08-15 compared with 2024-05-15 · 147 added, 145 removed, 254 unchanged (53% of the section changed)

2 unchanged sentences

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);

Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023 (unaudited);

Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023 (unaudited);

Consolidated Statements of Stockholders’ Equity ( Deficit) for the three and six months ended June 30, 2024 and 2023 (unaudited);

Consolidated Statements of Cash Flow for the three and six months ended June 30, 2024 and 2023 (unaudited);

Notes to Consolidated Financial Statements.

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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.

results for the interim period ended June 30, 2024 are not necessarily indicative of the results that can be expected for the full year.

BALANCE SHEETS

Current assets

related party

receivable - related party

expense and other current assets

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200,000,000 shares authorized;

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

4,889,843 and 4,539,843 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively

paid-in capital

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liabilities and stockholders' deficit

Accompanying Notes to Condensed Consolidated Financial Statements.

See Accompanying Notes

to Consolidated Financial Statements.

STATEMENTS OF OPERATIONS

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$ ( 276,075 )

$ ( 593,821 )

$ ( 1,791,131 )

income (loss) per common share

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weighted average common shares outstanding

diluted weighted average common shares outstanding

Accompanying Notes to Condensed Consolidated Financial Statements.

diluted weighted average common shares

See Accompanying Notes

to Consolidated Financial Statements.

STATEMENT OF STOCKHOLDERS' DEFICIT

Paid-in Capital

Total Stockholders'

December 31, 2023

Additional Paid-in Capital

Shares payable

Accumulated Deficit

Total Stockholders' Deficit

Balance, December 31, 2023

$ ( 39,380,488 )

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$ ( 9,313,415 )

Balance, December

Units issued for cash

Balance, June 30, 2024

$ ( 39,974,309 )

$ ( 9,581,864 )

December 31, 2022

$ ( 36,998,048 )

$ ( 6,640,603 )

( 1,515,056 )

Balance, March

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$ ( 8,155,659 )

Accompanying Notes to Condensed Consolidated Financial Statements.

Balance, June 30,

$ ( 38,789,179 )

$ ( 8,431,734 )

See Accompanying Notes

to Consolidated Financial Statements.

STATEMENTS OF CASH FLOWS

Three Months Ended

March 31, 2024

March 31, 2023

Cash flows from operating activities:

Cash flows from operating

$ ( 593,821 )

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

$ ( 1,791,131 )

to reconcile net loss to net cash

provided (used) by operating activities:

and amortization

of debt discount

on change in derivative liability

in operating assets and liabilities:

(Increase) in prepaid assets

(Increase) in accounts receivable - related party

(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

stock issued for cash

on related party loans

on convertible notes payable

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:

Accrued salary settled with Convertible notes payable related party

Accompanying Notes to Condensed 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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

JUNE 30, 2024

DESCRIPTION OF BUSINESS

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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,

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.

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.

The Company’s subsidiary’s name of Manloe Labs, Inc.

was also changed to Skinvisible

Pharmaceuticals, Inc.

was also changed to Skinvisible Pharmaceuticals,

Skinvisible, Inc., together with its subsidiaries,

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S-X , and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most

recent Annual Financial Statements on Form 10-K filed with the SEC on March 31, 2024.

recent Annual Financial Statements on Form 10-K filed with the SEC on June 30, 2024.

In the opinion of management, all adjustments, consisting

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for complete financial statements.

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 three months ended March 31, 2024, the Company

had a net loss of $ 290,372 .

The Company has also incurred cumulative net losses of $ 39,670,860 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.

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 six months ended June 30, 2024, the Company had a net loss of $ 593,821 .

Company has also incurred cumulative net losses of $ 39,974,309 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

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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

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.

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.

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

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.

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.

Fair Value of financial instruments

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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

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

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

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 March 31, 2024 and December 31, 2023, the Company had not recorded

a reserve for doubtful accounts.

Intangible assets

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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

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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.

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 83,156,326 additional shares issuable in connection with outstanding convertible debts as

of June 30, 2024.

Recently issued accounting pronouncements

Management has considered all

recent accounting pronouncements issued.

The Company’s management believes that these recent pronouncements will not have a material

effect on the Company’s financial statements.

INTANGIBLE AND OTHER

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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.

As of June 30, 2024, intangible assets

total $ 126,503 , net of $ 177,169 of accumulated amortization.

Amortization expense for the three months

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

ended June 30, 2024 and 2023 was $ 9,451 and $ 9,484 , respectively.

License and distributor rights were acquired by the Company in January

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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.

that no impairment write-down is considered necessary as of June 30, 2024.

RELATED PARTY TRANSACTIONS

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.

During the three months ended June 30, 2024

and 2023, the Company repaid net $ 1,800 and $ 0 in advances due to related parties.

As of June 30, 2024 and December 31, 2023, the Company

had amounts due from related parties of $ 4,200 and $ 6,000 , respectively.

Convertible Notes Related Party

1 unchanged sentence

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.

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 June 30, 2024 and December 31, 2023, the balance of the note was $ 5,372,402 and

$ 5,372,402 , respectively.

NOTES PAYABLE

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"Sunscreen Composition with Enhanced UV-A Absorber Stability and Methods.”

As of March 31, 2024, $433,600 of

As of June 30, 2024, $ 433,600 of

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

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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 $ 12,673 and $ 12,673 for the three months ended March 31, 2024 and 2023, respectively.

The aggregate beneficial conversion feature has been accreted and charged to interest expenses in the amount of $ 25,346 and $ 25,346 for the six months ended June 30, 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.

$ 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

AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

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

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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 $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.

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

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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,

The Company had 4,889,843 and 4,539,843 issued and outstanding shares of common stock as of June 30,

2024 and December 31, 2023, respectively.

2024, the Company sold 350,000 units at $0.10 per unit, where one unit consists of one share of common stock and a warrant (the “Warrant”)

with the right to purchase one-half of one share of Common Stock .

The Warrant will be exercisable for a period of 1 year from the date

of issuance at $ 0.20 per share.

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

analyzed its operations subsequent to June 30, 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