SKINVISIBLE, INC. 10-K

Item 8. Financial Statements and Supplementary Data Index to Financial Statements Required by Article 8 of Regulation S-X: Audited Financial Statements: F-1 Reports of Independent Registered Public Accounting Firms F-3 Consolidated Balance Sheets as of December 31, 2024 and 2023 F-3 Consolidated Statements of Operations for the years ended December 31, 2024 and 2023 F-4 Consolidated Statement of Stockholders’ Deficit for the years ended December 31, 2024 and 2023 F-5 Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023 F-6 Notes to Consolidated Financial Statements 20 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Skinvisible, Inc Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Skinvisible, Inc. (the Company) as of December 31, 2024 and 2023, and the related consolidated statement of operations, stockholders’ deficit, and cash flows for the years then ended and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Going Concern Considerations The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses since inception and has not achieved profitable operations, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. I. Accounting for Convertible Notes Critical Audit Matter Description As discussed in Note 11 to the consolidated financial statements, the Company issued a convertible note during 2024, which contained embedded features. Under ASC 815, Derivatives and Hedging , management is required to assess whether these embedded features should be bifurcated and accounted for separately as derivative liabilities. The auditing of the Company convertible note involved especially challenging auditor judgment due to the complexity of the embedded features and the application of complex accounting guidance and consideration of various terms and conditions within the convertible note agreement. Audit Response Our audit procedures to address the accounting of the convertible note included the following, among others: - We obtained and read the terms and conditions of the convertible note issued to understand the various features associated with the convertible note. - We assessed whether the embedded features met the bifurcation criteria under ASC 815, including the evaluation of whether these features were clearly and closely related to the debt host. - We evaluated management’s application of ASC 815-15 and ASC 480 to determine whether the identified embedded features should be classified as derivatives and assessed the appropriateness of their conclusions. - We evaluated the competency and objectivity of management’s expert engaged by the Company to assist in the accounting analysis of the convertible note. /s/ GreenGrowth CPAs April 14, 2025 We have served as the Company’s auditor since 2023. Los Angeles, California PCAOB ID Number 6580 F- 1 Table of Contents SKINVISIBLE, INC. CONSOLIDATED BALANCE SHEETS (AUDITED) December 31, 2024 December 31, 2023 ASSETS Current assets Cash $ 10,336 $ 888 Accounts receivable 5,000 5,000 Due from related party 17,592 21,592 Prepaid expense and other current assets 9,100 7,980 Total current assets 42,028 35,460 Patents and trademarks, net 116,189 127,409 Total assets $ 158,217 $ 162,869 LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities Accounts payable and accrued liabilities $ 858,993 $ 438,668 Accrued interest payable 2,784,909 2,575,595 Loans from related party 13,364 6,000 Loans payable — 433,600 Convertible notes payable, net of unamortized debt discount of $ 0 and $ 63,785 , respectively — 40,000 Derivative liability 22,420 18,544 Total current liabilities 3,679,686 3,512,407 Convertible notes payable related party, net of unamortized discount of $ 0 and $ 0 respectively 5,372,403 5,372,403 Convertible notes payable 352,075 301,102 Total liabilities 9,404,164 9,185,912 Stockholders' deficit Common stock; $ 0.001 par value; 200,000,000 shares authorized; 5,316,843 and 4,539,843 shares issued and outstanding at December 31, 2024 and 2023, respectively 5,317 4,540 Shares payable 10,000 — Additional paid-in capital 30,684,878 30,352,905 Accumulated deficit ( 39,946,142 ) ( 39,380,488 ) Total stockholders' deficit ( 9,245,947 ) ( 9,023,043 ) Total liabilities and stockholders' deficit $ 158,217 $ 162,869 See Accompanying Notes to Consolidated Financial Statements. F- 2 Table of Contents SKINVISIBLE, INC. CONSOLIDATED STATEMENT OF OPERATIONS (AUDITED) Years ended December 31, 2024 December 31, 2023 Revenues $ 20,000 $ 20,000 Cost of revenues — — Gross profit 20,000 20,000 Operating expenses Depreciation and amortization 20,438 18,771 Selling general and administrative 589,151 491,604 Total operating expenses 609,589 510,375 Loss from operations ( 589,589 ) ( 490,375 ) Other income and (expense) Gain/(loss) on settlement of debt 697,249 — Interest expense ( 669,438 ) ( 1,887,150 ) Gain/(loss) on change in derivative liability ( 3,876 ) ( 4,915 ) Total other income (expense) 23,935 ( 1,892,065 ) Net loss $ ( 565,654 ) $ ( 2,382,440 ) Basic loss per common share $ ( 0.11 ) $ ( 0.52 ) Fully diluted loss per common share $ ( 0.11 ) $ ( 0.52 ) Basic weighted average common shares outstanding 5,061,350 4,539,843 Fully diluted weighted average common shares outstanding 5,061,350 4,539,843 See Accompanying Notes to Consolidated Financial Statements. F- 3 Table of Contents SKINVISIBLE, INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (AUDITED) Common Stock Shares Amount Additional Paid-in Capital Shares payable Accumulated Deficit Total Stockholders' Deficit Balance, December 31, 2022 4,539,843 $ 4,540 $ 30,352,905 $ — $ ( 36,998,048 ) $ ( 6,640,603 ) Net loss — — — — ( 2,382,440 ) ( 2,382,440 ) Balance, December 31, 2023 $ 4,539,843 $ 4,540 $ 30,352,905 $ — $ ( 39,380,488 ) $ ( 9,023,043 ) Shares issued for conversion of notes payable 300,000 300 207,700 — — 208,000 Shares and warrants issued for services 75,000 75 68,675 — — 68,750 Units issued for cash 402,000 402 55,598 10,000 — 66,000 Net loss — — — — ( 565,654 ) ( 565,654 ) Balance, December 31, 2024 5,316,843 5,317 30,684,878 10,000 ( 39,946,142 ) ( 9,245,947 ) See Accompanying Notes to Consolidated Financial Statements. F- 4 Table of Contents SKINVISIBLE, INC. CONSOLIDATED STATEMENT OF CASH FLOWS (AUDITED) Years ended December 31, 2024 December 31, 2023 Cash flows from operating activities: Net loss ( 565,654 ) $ ( 2,382,440 ) Adjustments to reconcile net loss to net cash provided (used) by operating activities: — Shares issued for services 68,750 — Allowance for doubtful accounts 21,592 Depreciation and amortization 20,438 18,771 Amortization of debt discount 50,973 1,278,901 (Gain)/loss on settlement of debt ( 697,249 ) — (Gain)/loss on change in derivative liability 3,876 4,915 Changes in operating assets and liabilities: Decrease (Increase) in prepaid assets ( 1,120 ) 1,515 Decrease (Increase) in due from related party 4,000 — Increase (decrease) in accounts payable and accrued liabilities 420,325 388,926 Decrease in due to related party 7,364 ( 29,111 ) Increase in accrued interest 618,463 619,774 Net cash provided used in operating activities ( 69,834 ) ( 77,157 ) Cash flows from investing activities: Purchase of intangible assets ( 9,218 ) ( 9,333 ) Net cash used in investing activities ( 9,218 ) ( 9,333 ) Cash flows from financing activities: Common stock issued for cash 66,000 — Proceeds on related party loans — 6,000 Repayment on related party loans — — Proceeds from convertible notes payable 22,500 — Net cash provided by (used in) financing activities 88,500 6,000 Net change in cash 9,448 ( 80,490 ) Cash, beginning of period 888 81,378 Cash, end of period 10,336 $ 888 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 — 1,152,194 See Accompanying Notes to Consolidated Financial Statements. F- 5 Table of Contents SKINVISIBLE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. DESCRIPTION OF BUSINESS AND HISTORY Description of business Skinvisible, Inc., (referred to as the “Company”) is focused on the development, manufacture and sales of innovative topical, transdermal and mucosal polymer-based delivery system technologies and formulations incorporating its patent-pending formula/process for combining hydrophilic and hydrophobic polymer emulsions. The technologies and formulations have broad industry applications within the pharmaceutical, over-the-counter, personal skincare and cosmetic arenas. Additionally, the Company’s non-dermatological formulations offer solutions for a broad spectrum of markets including women’s health, pain management, and others. The Company maintains executive and sales offices in Las Vegas, Nevada. History 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. Skinvisible, Inc., together with its subsidiaries, shall herein be collectively referred to as the “Company.” 2. BASIS OF PRESENTATION AND GOING CONCERN Basis of presentation The accompanying audited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the period presented have been reflected herein. 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. For the year ended December 31, 2024, the Company had a net loss of $ 565,654 The Company has also incurred cumulative net losses of $ 39,946,142 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 the necessary funding through licensing of its core products and to seek additional debt and equity funding. However, the Company’s ability to generate the necessary funds through licensing or 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. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties. 3. SUMMARY OF SIGNIFICANT POLICIES This summary of significant accounting policies of Skinvisible Inc. is presented to assist in understanding the Company’s consolidated financial statements. The consolidated financial statements and notes are representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the consolidated financial statements. Principles of consolidation The consolidated financial statements include the accounts of the Company and its subsidiary Skinvisible Pharmaceuticals Inc. All significant intercompany balances and transactions have been eliminated. F- 6 Table of Contents 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 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. Actual results may differ from these estimates under different assumptions or conditions. 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. Fair Value of financial instruments The carrying value of cash, accounts payable and accrued expenses, and debt (See Notes 6 & 8) approximate their fair values because of the short-term nature of these instruments. Management believes the Company is not exposed to significant interest or credit risks arising from these financial instruments. The carrying amount of the Company’s convertible debt is also stated at a fair value of $ 5,724,477 since the stated rate of interest approximates market rates. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable. • Level 1 Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets. The Company uses Level 1 measurements to value the transactions when it issues shares, warrants, options and debt with beneficial conversion features. • Level 2 Quoted prices for similar assets and liabilities in active markets; quoted prices included for identical or similar assets and liabilities that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. These are typically obtained from readily available pricing sources for comparable instruments. The Company did not rely on any Level 2 measurements for any of its transactions in the periods included in these financial statements. • Level 3 Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s own beliefs about the assumptions that market participants would use in pricing the asset or liability, based on the best information available in the circumstances. The Company did not rely on any Level 3 measurements for any of its transactions in the periods included in these financial statements. Revenue recognition We recognize revenue in accordance with generally accepted accounting principles as outlined in the Financial Accounting Standard Board's (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue From Contracts with Customers, which requires that five steps be followed in evaluating revenue recognition: (i) identify the contract with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price; and (v) recognize revenue when or as the entity satisfied a performance obligation. 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. F- 7 Table of Contents Distribution and license rights sales – We also recognize revenue from distribution and license rights when no further contingencies or material performance obligations are warranted, and thereby have earned the right to receive and retain reasonably assured payments. 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 collected. As of December 31, 2024 and 2023, the Company had determined it was not necessary to recognize a reserve for doubtful accounts. 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. Under ASC 350-10, the carrying value of assets are calculated at the lowest level for which there are identifiable cash flows. Income taxes The Company accounts for its income taxes in accordance with FASB Codification Topic ASC 740-10, “ Income Taxes ”, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Stock-based compensation 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 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 year ending December 31, 2024 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 82,346,405 additional shares issuable in connection with outstanding options, warrants, stock payable and convertible debts as of December 31, 2024 The shares issuable under each instrument is as follows; 82,346,405 shares issuable under convertible notes. F- 8 Table of Contents Recently 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. We adopted this ASU for the year ended December 31 ,2022. This ASU had no impact on our financial statements for the years ended December 31, 2024 and 2023, respectively. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. This ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. This ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The amendments in this ASU should be applied retrospectively to all prior periods presented in the financial statements. The Company adopted the ASU and determined that its adoption did not have a material impact on the Company’s consolidated financial statements and related disclosures. As defined in the ASU, operating segments are components of an enterprise about which discrete financial information is regularly provided to the CODM in making decisions on how to allocate resources and assess performance for the organization. The Company operates and manages its business as one reportable and operating segment. The Company’s CODM is the Chief Executive Officer. The Company’s CODM reviews consolidated operating results to make decisions about allocating resources and assessing performance for the entire Company. The Company does not believe that other standards, which have been issued but are not yet effective, will have a significant impact on its financial statements. 4. INTANGIBLE AND OTHER ASSETS Patents and other intangible assets are capitalized at their historical cost and are amortized over their estimated useful lives. As of December 31, 2024 intangible assets total $ 116,189 , net of $ 187,483 of accumulated amortization. As of December 31, 2023, intangible assets total $ 127,409 , net of $ 167,045 of accumulated amortization. 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 December 31, 2024. 5. RELATED PARTY TRANSACTIONS Convertible Notes Related Party Convertible Notes Payable Related Party consists of the following: December 31, 2024 December 31, 2023 On 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 % . 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. 5,372,403 5,372,403 — — Total, net of unamortized discount $ 5,372,403 $ 5,372,403 F- 9 Table of Contents 6. 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 . 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.” The Company determined that all the outstanding notes had met the statue of limitations and as such the Company was no longer legally obligated to pay the notes. As such, the Company wrote the entire balance of the notes of $ 433,600 and accrued interest of $ 407,343 to gain on settlement of debt on the Statement of Operations. 7. CONVERTIBLE NOTES PAYABLE Convertible Notes Payable consists of the following: December 31, December 31, 2024 2023 $ 40,000 face value 9 % secured notes payable to investors, due in 2015. 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 a discount of 90 % of the current share price after the first anniversary of the note. The notes are secured by the accounts receivable of a license agreement the Company has with Womens Choice Pharmaceuticals, LLC on its proprietary prescription product, ProCort®. The Company determined that all the outstanding notes had met the statue of limitations and as such the Company was no longer legally obligated to pay the notes. As such, the Company wrote entire balance of the notes and accrued interest to gain on settlement of debt on the Statement of Operations. — 40,000 Original issue discount — — Unamortized debt discount — — Total, net of unamortized discount — 40,000 On June 30, 2019, the Company renegotiated accrued salaries and interest and outstanding convertible notes for a former employee. Under the terms of the agreements, all outstanding notes totaling $ 224,064 , accrued interest of $ 119,278 , accrued salaries of $ 7,260 and accrued vacation of $ 1,473 were converted to a promissory note convertible into common stock with a warrant feature. The convertible promissory note is unsecured, due five years from issuance, and bears an interest rate of 10 % . At the noteholder’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. 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 $ 50,973 and $ 50,863 for the years ended December 31, 2024 and 2023, respectively. 352,075 352,075 Unamortized debt discount — ( 50,973 ) Total, net of unamortized discount 352,075 301,102 Total Convertible Notes $ 352,075 $ 341,102 Current portion: — 40,000 Total long-term convertible notes $ 352,075 $ 301,102 F- 10 Table of Contents 8. COMMITMENTS AND CONTINGENCIES License Agreement On October 17, 2019, Skinvisible entered an Exclusive License Agreement with Quoin pursuant to which Skinvisible granted to Quoin a license to certain patents for the development of products for commercial sale. In exchange for the license, Quoin agreed to pay to Skinvisible a license fee of $ 1,000,000 and a royalty percentage on all net sales on the licensed products subject to adjustment in certain situations. The agreement also requires that Quoin make certain milestone payments to Skinvisible upon achieving regulatory approval milestones for certain drug products. The 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. Both Parties subsequently determined that they continue to see the value in a partnership and therefore on May 8, 2020 and again on July 31, 2020 the companies agreed to extend the Exclusive License Agreement, as amended under the same terms to expire on September 30, 2020 and on January 27, 2021 the companies agreed to revise the milestone payments due under the agreement and to extend the agreement indefinitely . On June 14, 2021, the Company entered into an amendment to change the terms of the license Fee as shown below. As 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 ). 9. INCOME TAXES The Company provides for income taxes under FASB ASC 740, Accounting for Income Taxes. FASB ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect currently. FASB ASC 740 requires the reduction of deferred tax assets by a valuation allowance, if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Company’s opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a valuation allowance equal to the deferred tax asset has been recorded. The total deferred tax asset is approximately $ 8.4 million as of December 31, 2024 which is calculated by multiplying a 21 % estimated tax rate by the cumulative net operating loss (NOL) of approximately $ 40.0 million . Due to the enactment of the Tax Reform Act of 2017, we have calculated our deferred tax assets using an estimated corporate tax rate of 21 % . US Tax codes and laws may be subject to further reform or adjustment which may have a material impact to the Company’s deferred tax assets and liabilities. The Company will recognize interest and penalties related to uncertain tax positions as a component of income tax expense. As of December 31, 2024, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s statement of operations. The significant components of the Company's deferred tax assets and liabilities as of December 31, 2024 and 2023 are as follows: As of December 31, 2024 2023 Cumulative tax net operating losses (in millions) $ 40.0 $ 39.0 Deferred tax asset (in millions) $ 8.4 $ 8.3 Valuation allowance (in millions) ( 8.4 ) ( 8.3 ) Current taxes payable — — Income tax expense $ — $ — F- 11 Table of Contents As of December 31, 2024 and 2023, the Company had gross federal net operating loss carryforwards of approximately $ 39.0 million and $ 40.0 million , respectively. The Company plans to file its U.S. federal return for the year ended December 31, 2024 upon the issuance of this filing. Upon filing of the tax return for the year ended December 31, 2024 the actual deferred tax asset and associated valuation allowance available to the Company may differ from management’s estimates. The tax years 2020-2024 remained open to examination for federal income tax purposes by the major tax jurisdictions to which the Company is subject. No tax returns are currently under examination by any tax authorities. 10. STOCK WARRANTS The following is a summary of stock warrant activity during the years ended December 31, 2024 and 2023: Warrants Weighted average exercise price Outstanding December 31, 2022 — $ — Granted — $ — Outstanding December 31, 2023 — $ — Granted 452,000 $ 0.27 Outstanding December 31, 2024 452,000 $ 0.27 On February 5, 2024, the Company issued 300,000 units consisting of one share of common stock and one-half one-year warrant exercisable at $ 0.10 valued at $ 208,000 . The warrants were valued using the Binomial pricing model using the inputs stock price: $ 0.43 , discount rate 4.22 % , volatility 214.32% . During the year ended December 31, 2024, the Company sold 402,000 units consisting of one share of common stock and one half one year warrant exercisable at $ 0.20 for $ 66,000 , of which 25,000 share sold for $ 10,000 were not issued and included in stock payable. On August 26, 2024, the Company issued 50,000 warrants valued at $ 26,000 for services. The warrants were valued using the Binomial pricing model using the inputs stock price: $ 0.57 , discount rate 3.95 % , volatility 206.04 % . As of December 31, 2024, the outstanding warrants had a remaining term of 0.75 years and an intrinsic value of $ 0 . 11. STOCKHOLDERS’ DEFICIT The Company is authorized to issue 200,000,000 shares of $ 0.001 par value common stock. The Company had 5,316,843 and 4,539,843 issued and outstanding shares of common stock as of December 31, 2024 and 2023, respectively. On February 5, 2024, the Company issued 300,000 units consisting of one share of common stock and one-half one-year warrant exercisable at $ 0.10 valued at $ 208,000 for the conversion of debt. During the year ended December 31, 2024, the Company sold 402,000 units consisting of one share of common stock and one half one year warrant exercisable at $ 0.20 for $ 66,000 , of which 25,000 share sold for $ 10,000 were not issued and included in stock payable . On August 26, 2024, the Company issued 50,000 warrants valued at $ 26,000 for services. On October 14, 2024, the Company issued 75,000 shares valued at $ 42,750 for services. 12. SUBSEQUENT EVENTS In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to December 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. F- 12 Table of Contents Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure We (the “Company”) were informed that Gries & Associates, LLC (“Gries”) had sold its business to GreenGrowth CPAs (“GreenGrowth”). On October 17, 2023, we engaged and executed an agreement with GreenGrowth, as the Company’s new independent accountant to replace Gries. The engagement of GreenGrowth was approved by our Board of Directors.