What changed in this filing

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Item 9A. Controls and Procedures

2025-04-14 compared with 2024-04-16 · 181 added, 170 removed, 116 unchanged (75% of the section changed)

Controls and Procedures

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.

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, 2024.

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

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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.

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:

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, 2024, 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, 2024, 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

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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.

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, 2025:

(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.

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

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.

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.

The following

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

Position(s) and Office(s) Held

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Chief Executive Officer, Chief Financial Officer, and Director

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

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.

Howlett has a diversified

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

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.

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.

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

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

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

We currently have two directors.

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

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 bylaws.

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

Doreen McMorran , is head of Business Development.

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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.

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:

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

(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);

(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.

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.

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

fiscal year ending December 31, 2024, the board of directors:

and discussed the audited financial statements with management, and

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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.

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, 2024, 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

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

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, 2024,

all filings were timely made.

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

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

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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.

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.

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

December 31, 2024 and 2023.

SUMMARY COMPENSATION TABLE

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Terry Howlett

Due to financial constraints, however, the total paid

Due to financial constraints, however, the total paid to Mr.

Howlett during the fiscal year ended December 31, 2024 was $0.

Due to financial constraints, however, the total salary

Due to financial constraints, however, the total salary paid to Mr.

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

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.

Narrative Disclosure to the Summary Compensation

We granted Mr.

Howlett the right to convert his

accrued compensation of $180,000 and $180,000 as of December 31, 2024 and 2023 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.

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.

no unexercised options, stock that has not vested, or equity incentive plan awards as of December 31, 2024.

below summarizes all compensation of our directors as of December 31, 2024.

DIRECTOR COMPENSATION

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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

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.

was paid $6,000 for his services during the year ended December 31, 2024.

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

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

The following

table sets forth, as of April 10, 2025, 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.

and address of beneficial owner (1)

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10,250,510 shares

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.

Except as otherwise indicated, the address of each person named in

this table is c/o Skinvisible, Inc., 6320 South Sandhill Road, Unit 9, 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.

as otherwise indicated, all shares are owned directly and the percentage shown is based on

5,316,843 shares of common stock issued and outstanding on April 10, 2025

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

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.

Certain Relationships and Related Transactions, and Director Independence

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

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

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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.

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.

Principal as of December 31, 2023

Interest as of December 31, 2022

Principal as of December 31, 2023

Interest as of December 31, 2023

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.

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 $0 in royalties under the license agreement during the years ending December 31, 2024 and 2023, respectively.

The Company sold polymer products to Ovation

Science Inc and earned $0 and $0 as of December 31, 2024 and 2023, respectively.

Convertible Notes Related Party

January 31, 2023, the Company negotiated 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%.

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.

Total, net of unamortized discount

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

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)

Financial Statements and Schedules

The following

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

Statements (See Item 8)

Exhibit Number

Agreement and Plan of Merger (4)

and Plan of Merger (4)

Termination and Release Agreement (6)

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Bylaws, as amended (1)

Certificate of Amendment (2)

Certificate of Change (5)

Code of Ethics (3)

of Amendment (2)

of Change (5)

of Ethics (3)

Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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

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

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

Form 10-K Summary

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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