What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-31 compared with 2025-04-14 · 364 added, 369 removed, 221 unchanged (77% of the section changed)

Financial Statements and Supplementary Data

Financial Statements Required by Article 8 of Regulation S-X:

Financial Statements:

Financial Statements and Supplementary

Index to Financial Statements Required by Article

8 of Regulation S-X:

Audited Financial Statements:

Reports of Independent Registered Public Accounting Firms

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Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders

42 unchanged sentences

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.

Accounting for Convertible

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.

Going Concern Assessment

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.

As described in Note 2 to the financial statements,

the Company has experienced recurring operating losses, negative cash flows from operations, and has an accumulated deficit, which raise

substantial doubt about its ability to continue as a going concern.

Management’s evaluation of these conditions and its plans to

mitigate the associated risks are disclosed in the financial statements.

We identified the evaluation of the Company’s

ability to continue as a going concern as a critical audit matter due to the significant judgment required by management in assessing

whether its plans are probable of being effectively implemented and mitigating the conditions that raise substantial doubt.

This assessment

involves forward-looking assumptions related to future revenues, operating costs, access to financing, and liquidity, which are inherently

Audit Response

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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.

We evaluated management’s plans to mitigate the going concern conditions, including its plans to raise additional capital,

obtain borrowings from related parties, and generate new service contracts, by assessing whether such plans are feasible, within the Company’s

control, and likely to be effectively implemented within the projected timeframe.

We reviewed and evaluated management’s plans for dealing with adverse effects of these conditions and events.

We considered events subsequent to December 31, 2025 through the date of this report that may affect the Company’s ability

to continue as a going concern.

Inspecting debt agreements and evaluating compliance with covenants and related implications.

Evaluating whether the financial statement disclosures adequately describe the conditions and management’s plans, including

whether substantial doubt exists or is alleviated.

GreenGrowth CPAs

have served as the Company’s auditor since 2023.

Angeles, California

ID Number 6580

March 31, 2026

We have served as the Company’s auditor since 2023.

Los Angeles, California

PCAOB ID Number 6580

SKINVISIBLE, INC.

CONSOLIDATED BALANCE SHEETS

December 31, 2024

December 31, 2023

Current assets

Accounts receivable

Due from related party

Prepaid expense and other current assets

Total current assets

Patents and trademarks, net

LIABILITIES AND STOCKHOLDERS' DEFICIT

related party

expense and other current assets

current assets

and trademarks, net

LIABILITIES AND STOCKHOLDERS'

Current liabilities

Accounts payable and accrued liabilities

Accrued interest payable

Loans from related party

Loans payable

Convertible notes payable, net of unamortized debt discount of $ 0 and $ 63,785 , respectively

Derivative liability

Total current liabilities

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

Convertible notes payable

payable and accrued liabilities

interest payable

to related party

notes payable

current liabilities

notes payable related party

notes payable

Total liabilities

Stockholders' deficit

Common stock;

$ 0.001 par value;

200,000,000 shares authorized;

and 4,539,843

shares issued and outstanding at December 31, 2024 and

2023, respectively

5,403,843 and 5,316,843 shares issued and outstanding at December 31, 2025

and 2024, respectively

Shares payable

Additional paid-in capital

Accumulated deficit

paid-in capital

( 41,010,176 )

( 39,946,142 )

Total stockholders' deficit

stockholders' deficit

( 10,262,781 )

( 9,223,527 )

Total liabilities and stockholders' deficit

See Accompanying Notes to Consolidated Financial

liabilities and stockholders' deficit

See Accompanying Notes to Consolidated Financial Statements.

SKINVISIBLE, INC.

CONSOLIDATED STATEMENT OF OPERATIONS

December 31, 2024

December 31, 2023

CONSOLIDATED STATEMENTS OF OPERATIONS

For the years

Cost of revenues

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Other income and (expense)

Gain/(loss) on settlement of debt

Interest expense

( 1,887,150 )

Gain/(loss) on change in derivative liability

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$ ( 565,654 )

$ ( 2,382,440 )

Basic loss per common share

Fully diluted loss per common share

Basic weighted average common shares outstanding

Fully diluted weighted average common shares outstanding

See Accompanying Notes to Consolidated Financial

See Accompanying Notes to Consolidated Financial Statements.

SKINVISIBLE, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS'

Additional Paid-in Capital

Shares payable

Accumulated Deficit

Total Stockholders' Deficit

Balance, December 31, 2022

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

Paid-in Capital

Stockholders' Deficit

December 31, 2023

$ ( 39,380,488 )

$ ( 9,023,043 )

Shares issued for conversion

of notes payable

Shares and warrants

issued for services

liability written off to additional paid in capital

Balance, December

$ ( 39,946,142 )

$ ( 9,223,527 )

Balance, December 31, 2023

Shares issued for cash

( 1,064,034 )

Shares issued for conversion of notes payable

Shares and warrants issued for services

Units issued for cash

Balance, December

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$ ( 10,262,781 )

See Accompanying Notes to Consolidated

Financial Statements.

See Accompanying Notes to Consolidated Financial Statements.

SKINVISIBLE, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

December 31, 2024

December 31, 2023

Cash flows from operating activities:

the years ended

Cash flows from operating

$ ( 1,064,034 )

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

Shares issued for services

Allowance for doubtful accounts

Depreciation and amortization

Amortization of debt discount

(Gain)/loss on settlement of debt

(Gain)/loss on change in derivative liability

Changes in operating assets and liabilities:

Decrease (Increase) in prepaid assets

Decrease (Increase) in due from related party

Increase (decrease) in accounts payable and accrued liabilities

Decrease in due to 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:

Common stock issued for cash

Proceeds on related party loans

Repayment on related party loans

Proceeds from convertible notes payable

Net cash provided by (used in) financing activities

$ ( 565,654 )

to reconcile net loss to net cash

provided (used) by operating activities:

issued for services

and amortization

of debt discount

on settlement of debt

on change in derivative liability

in operating assets and liabilities:

(Increase) in prepaid assets

(Increase) in due to related party

(decrease) in accounts payable and accrued liabilities

in due from related party

in accrued interest

cash provided used in operating activities

Cash flows from investing

of intangible assets

cash used in investing activities

Cash flows from financing

stock issued for cash

from notes payable

from 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 Consolidated Financial Statements.

Supplemental disclosure of

cash flow information:

paid for interest

SUPPLEMENTAL DISCLOSURE OF

CASH FLOW INFORMATION:

investing and financing activities:

liability written off to APIC

salary settled with Convertible notes payable related party

See Accompanying Notes to Consolidated Financial Statements.

SKINVISIBLE, INC.

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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 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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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.

The accompanying audited

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

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.

The Company has adjusted certain previously reported

amounts in its balance sheets as of and for the year ended December 31, 2024, to reflect the removal of a derivative liability in the

amount of $ 22,420 associated with certain notes payable settled during the year ended December 31, 2024.

In evaluating whether

the Company’s previously issued consolidated financial statements were materially misstated for the interim or annual periods prior

to January 1, 2025, the Company applied the guidance of ASC 250, Accounting Changes and Error Corrections , SEC Staff Accounting

Bulletin (“SAB”) Topic 1.M, Assessing Materiality and SAB Topic 1.N, E , and concluded that the

effect of the error on prior period financial statements was not material.

The Company also evaluated from a quantitative and

qualitative perspectives if the cumulative effect of correcting the prior period misstatement in its consolidated financial

statements would be material to the year ended December 2025.

The guidance states that prior-year misstatements which, if corrected in

the current year would materially misstate the current year’s financial statements, must be corrected by adjusting prior year financial

statements, even though such correction previously was and continues to be immaterial to the prior-year financial statements.

concluded the impact of correcting the accounting for the derivative liability on the Company’s Consolidated Balance Sheet, Stockholder

Deficit, and Statements of Operations and Cash flows for the year ended December 31, 2025 is immaterial.

Going concern

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For the year ended December 31, 2025, the Company had a net loss of $ 1,064,034 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.

consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned

uncertainties.

has also incurred cumulative net losses of $ 41,010,176 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.

SUMMARY OF SIGNIFICANT

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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.

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

consolidated financial statements include the accounts of the Company and its subsidiary Skinvisible Pharmaceuticals Inc.

All significant

intercompany balances and transactions have been eliminated.

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.

Use of estimates

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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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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.

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.

uses Level 1 measurements to value the transactions when it issues shares, warrants, options and debt with beneficial conversion

Level 2 Quoted prices for similar assets and liabilities in active

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.

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”)

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

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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.

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.

Product sales – Revenues from the sale of products

(Invisicare® polymers) are recognized when title to the products are transferred to the customer and only when no further contingencies

or material performance obligations are warranted, and thereby have earned the right to receive reasonably assured payments for products

sold and delivered.

Royalty sales – We also recognize royalty revenue

from licensing our patented product formulations only when earned, with no further contingencies or material performance obligations are

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

Distribution and license rights sales – We

also recognize revenue from distribution and license rights 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

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Accounts receivable

is comprised of uncollateralized customer obligations due under normal trade terms requiring payment within 30 days from the invoice

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.

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.

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, 2025 and 2024, the Company had determined it was not

necessary to recognize a reserve for doubtful accounts.

Intangible assets

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are calculated at the lowest level for which there are identifiable cash flows.

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.

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

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Earnings (loss) per share

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

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.

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, 2025 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 82,981,326 additional shares issuable in connection with outstanding options, warrants, stock

payable and convertible debts as of December 31, 2025 The shares issuable under each instrument is as follows;

82,981,326 shares issuable

under convertible notes.

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.

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):

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.

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.

INTANGIBLE AND OTHER ASSETS

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.

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.

In July 2025, the FASB issued Accounting Standards

Update 2025-05, Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract

Assets ("ASU 2025-05").

ASU 2025-05 provides a practical expedient that all entities can use when estimating expected credit

losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from

Contracts with Customers.

Under this practical expedient, an entity is allowed to assume that the current conditions it has applied in

determining credit loss allowances for current accounts receivable and current contract assets remain unchanged for the remaining life

of those assets.

ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods in those years.

Entities that elect the practical expedient and, if applicable, make the accounting policy election are required to apply the amendments

prospectively.

The Company is currently evaluating the impact of ASU 2025-05 on its financial statements and disclosures.

In November 2025, the FASB issued ASU No.

Interim Reporting (Topic 270):

Narrow-Scope Improvements.

The amendments clarify and reorganize existing interim reporting guidance, including

the scope of Topic 270 and interim disclosure requirements, and introduce a disclosure principle requiring entities to disclose material

events or changes occurring since the most recent annual reporting period.

ASU 2025-11 is effective for interim reporting periods within

annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the impact

of ASU 2025-11 on its financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-12, Accounting

Standards Codification Improvements, which clarifies guidance and makes minor improvements across various topics, including earnings per

share, receivables, revenue, income taxes, and equity.

This ASU is effective for annual periods beginning after December 15, 2026, and

interim periods within those annual periods, with early adoption permitted.

The Company is currently evaluating the impact of the new

guidance on its financial statements and disclosures.

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.

INTANGIBLE AND OTHER

Patents and other intangible assets are capitalized

4 unchanged sentences

amortization.

License and distributor rights were acquired by

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

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

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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.

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.

Total, net of unamortized discount

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.

CONVERTIBLE NOTES PAYABLE

On February 7, 2025, the Company issued a

$ 10,000 promissory note payable.

The promissory note is unsecured, due one years from issuance, and bears an interest rate of 10 % .

the noteholder’s option until the repayment date, the note may be converted to 33,334 shares of the Company’s common stock .

CONVERTIBLE NOTES

Convertible Notes Payable consists of the following:

$ 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.

Original issue discount

Unamortized debt discount

Total, net of unamortized discount

On June 30, 2019, the Company renegotiated accrued salaries and interest and outstanding convertible notes for a former employee.

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Total Convertible Notes

Current portion:

Total long-term convertible notes

COMMITMENTS AND CONTINGENCIES

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

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

milestones for certain drug products.

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

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

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 .

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

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

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

The Company provides for income taxes under FASB

ASC 740, Accounting for Income Taxes.

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 ).

On February 3, 2020, we entered into a License

Agreement with Ovation Science Inc.

pursuant to which Skinvisible 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 royalty

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, the agreement was further amended to provide additional assignment

rights for its hand sanitizer products in exchange for $ 100,000 .

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

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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.

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 $ 8.6 million as of December 31, 2025 which is calculated by multiplying

a 21 % estimated tax rate by the cumulative net operating loss (NOL) of approximately $ 39.0 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:

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, 2025, 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, 2025 and 2024 are as follows:

As of December 31,

Cumulative tax net operating losses (in millions)

Statutory tax rate

Deferred tax asset (in millions)

2 unchanged sentences

Income tax expense

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

As of December 31, 2025 and 2024, the Company

had gross federal net operating loss carryforwards of approximately $ 41.0 million and $ 40.0 million , respectively.

The Company plans to file its U.S.

return for the year ended December 31, 2025 upon the issuance of this filing.

Upon filing of the tax return for the year ended December

31, 2025 the actual deferred tax asset and associated valuation allowance available to the Company may differ from management’s

The tax years 2024-2021 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.

STOCK WARRANTS

The following is a summary of stock warrant activity during the years ended December 31, 2024 and 2023:

average exercise price

December 31, 2022

December 31, 2023

December 31, 2024

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% .

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

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 % .

of December 31, 2024, the outstanding warrants had a remaining term of 0.75 years and an intrinsic value of $ 0 .

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.

The following is a summary of stock warrant activity

during the years ended December 31, 2025 and 2024:

Weighted average exercise price

Outstanding December 31, 2024

Outstanding December 31, 2025

On February 12, 2025, the Company sold 62,000 units

consisting of one share of common stock and one two year warrant exercisable at $ 0.60 .

During the year ended December 31, 2025, 325,000

one year warrants with exercise prices between $ 0.10 and $ 0.20 expired.

STOCKHOLDERS’

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

of $ 0.001 par value common stock.

The Company had issued 5,403,843 and 5,316,843 and outstanding shares of common stock as of December

31, 2025 and 2024, respectively.

On February 12, 2025 , the Company sold 62,000 units

consisting of one share of common stock and one two year warrant exercisable at $ 0.60 for $ 24,780 , of which 25,000 shares sold for $ 10,000

was received during the year ended December 31, 2024 and was included in stock payable.

On February 12, 2025, the Company issued 25,000 shares

of common stock for $ 10,000 , which was received during the year ended December 31, 2024 and was included in stock payable.

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.

Changes In and Disagreements

with Accountants on Accounting and Financial Disclosure

“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.

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

its operations subsequent to December 31, 2025 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.

Changes In and Disagreements with Accountants on Accounting

and Financial Disclosure

There have been no disagreements with our independent

registered public accountants on accounting and financial disclosure matters.

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 8. Financial Statements and Supplementary Data