10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended September 30, 2021
☐	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________  to __________

Commission File Number: 000-25911

Skinvisible, Inc.

(Exact name of Registrant as specified in its charter)

Nevada	88-0344219
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

6320 South Sandhill Road, Suite 10, Las Vegas, NV 89120

(Address of principal executive offices)

702.433.7154

(Registrant’s telephone number)

 _______________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

☐   Large accelerated filer	☐   Accelerated filer
☒   Non-accelerated Filer	☒ Smaller reporting company
	☐   Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐  No ☒  

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 4,539,843 common shares as of November 17, 2021. 

	TABLE OF CONTENTS	Page
PART I – FINANCIAL INFORMATION
Item 1:	Financial Statements	3
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	7
Item 4:	Controls and Procedures	8
PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	9
Item 1A:	Risk Factors	9
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	9
Item 3:	Defaults Upon Senior Securities	9
Item 4:	Mine Safety Disclosure	9
Item 5:	Other Information	9
Item 6:	Exhibits	9

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

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

F-1 Condensed Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020 (unaudited);

F-2 Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2021 and 2020 (unaudited);

F-3 Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the nine months ended September 30, 2021 and 2020 (unaudited);

F-4 Condensed Consolidated Statements of Cash Flow for the nine months ended September 30, 2021 and 2020 (unaudited);

F-5 Notes to Condensed Consolidated Financial Statements (unaudited).

These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended September 30, 2021 are not necessarily indicative of the results that can be expected for the full year.

3

SKINVISIBLE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	September 30, 2021			December 31, 2020
ASSETS
Current assets
Cash	$	49,223		$	35,896
Accounts receivable		5,048			7,718
Prepaid expense and other current assets		3,750			6,500
Total current assets		58,021			50,114
Patents and trademarks, net		157,750			150,130
Total assets	$	215,771		$	200,244
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	1,033,900		$	865,497
Accounts payable related party		—			7,616
Accrued interest payable		1,310,145			1,021,373
Loans from related party		52,299			52,499
Loans payable		445,600			552,000
Convertible notes payable		155,000			220,000
Derivative liability		111,224			—
Total current liabilities		3,108,168			2,718,985
Convertible notes payable related party, net of unamortized discount of $1,990,381 and $2,447,770 respectively		2,229,828			1,787,439
Convertible notes payable, net of unamortized debt discount of $165,455 and $203,476, respectively		186,620			148,599
Total liabilities		5,524,616			4,655,023
Stockholders' deficit
Common stock; $0.001 par value; 200,000,000 shares authorized; 4,539,843 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively		4,540			4,540
Additional paid-in capital		30,294,394			30,241,089
Accumulated deficit		(35,607,779	)		(34,700,408)
Total stockholders' deficit		(5,308,845	)		(4,454,779)
Total liabilities and stockholders' deficit	$	215,771		$	200,244

See Accompanying Notes to Condensed Consolidated Financial Statements.

F-1

SKINVISIBLE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended						Nine months ended
	September 30, 2021			September 30, 2020			September 30, 2021			September 30, 2020
Revenue:
Product revenue	$	—		$	—		$	4,316		$	7,132
Royalty revenues		3,921			4,183			31,255			14,460
License revenues		107,500			—			375,000			—
Revenues related party		—			2,633			—			121,246
Cost of revenues		—			—			3,300			—
Gross profit		111,421			6,816			407,271			142,838
Operating expenses
Depreciation and amortization		4,696			4,292			13,244			23,973
Selling general and administrative		114,578			121,146			353,487			380,241
Total operating expenses		119,274			125,438			366,731			404,214
Loss from operations		(7,853	)		(118,622	)		40,540			(261,376)
Other income and (expense)
Interest expense		(294,216	)		(291,137	)		(886,207	)		(891,260)
Change in fair value of derivative liability		79,445			—			(164,529	)		—
Gain on settlement of debt		19,272			—			102,825			—
Total other income (expense)		(195,499	)		(291,137	)		(947,911	)		(891,260)
Loss from operations before income taxes		(203,352	)		(409,759	)		(907,371	)		(1,152,636)
Provision for income taxes		—			—			—			—
Net loss	$	(203,352	)	$	(409,759	)	$	(907,371	)	$	(1,152,636)
Basic loss per common share	$	(0.04	)	$	(0.09	)	$	(0.20	)	$	(0.26)
Fully diluted loss per common share	$	(0.04	)	$	(0.09	)	$	(0.20	)	$	(0.26)
Basic weighted average common shares outstanding		4,539,843			4,471,746			4,539,843			4,476,468
Fully diluted weighted average common shares outstanding		4,539,843			4,471,746			4,539,843			4,476,468

See Accompanying Notes to Condensed Consolidated Financial Statements

F-2

SKINVISIBLE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(UNAUDITED)

	Common Stock
	Shares		Amount		Additional Paid-in Capital		Shares payable			Accumulated Deficit			Total Stockholders' Deficit
Balance, December 31, 2020	4,539,843	$	4,540	$	30,241,089	$	—		$	(34,700,408	)	$	(4,454,779)
Net loss	—		—		—		—			(435,505	)		(435,505)
Balance, March 31, 2021	4,539,843		4,540		30,241,089		—			(35,135,913	)		(4,890,284)
Derivative liability reclassified to APIC	—		—		53,305		—			—			53,305
Net loss	—		—		—		—			(268,514	)		(268,514)
Balance, June 30, 2021	4,539,843		4,540		30,294,394		—			(35,404,427	)		(5,105,493)
Net loss	—		—		—		—			(203,352	)		(203,352)
Balance, September 30, 2021	4,539,843		4,540		30,294,394		—			(35,607,779	)		(5,308,845)
Balance, December 31, 2019	4,471,746	$	4,472	$	30,181,555	$	59,602		$	(33,252,796	)	$	(3,007,167)
Net loss	—		—		—		—			(430,084	)		(430,084)
Balance, March 31, 2020	4,471,746		4,472		30,181,555		59,602			(33,682,880	)		(3,437,251)
Net loss	—		—		—		—			(312,793	)		(312,793)
Balance, June 30, 2020	4,471,746		4,472		30,181,555		59,602			(33,995,673	)		(3,750,044)
Shares issued for shares payable	68,097		68		59,534		(59,602	)		—			—
Net loss	—		—		—		—			(409,759	)		(409,759)
Balance, September 30, 2020	4,539,843		4,540		30,241,089		—			(34,405,432	)		(4,159,803)

See Accompanying Notes to Condensed Consolidated Financial Statements

F-3

SKINVISIBLE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine months ended
	September 30, 2021			September 30, 2020
Cash flows from operating activities:
Net loss	$	(907,371	)	$	(1,152,636)
Adjustments to reconcile net loss to net cash provided (used) by operating activities:
Non-cash interest expense		102,825			—
Amortization of patents and trademarks		13,244			23,973
Amortization of debt discount		495,410			495,550
Gain on settlement of debt		(102,825	)		—
Loss on change in derivative liability		164,529			—
Changes in operating assets and liabilities:
Decrease in prepaid assets		2,750			1,625
Decrease (Increase) in accounts receivable		2,670			(644)
Increase in accounts payable and accrued liabilities		168,403			249,011
Decrease in due from related party		(7,616	)		—
Increase in accrued interest		288,772			398,709
Net cash provided used in operating activities		220,791			15,588
Cash flows from investing activities:
Purchase of fixed and intangible assets		(20,864	)		(16,767)
Net cash used in investing activities		(20,864	)		(16,767)
Cash flows from financing activities:
Payments on related party loans		(200	)		(15,300)
Proceeds from related party loans		—			27,000
Payments on convertible notes payable		(65,000	)		—
Payments on loans payable		(106,400	)		—
Payments on convertible notes payable - related party		(15,000	)
Net cash provided by (used in) financing activities		(186,600	)		11,700
Net change in cash		13,327			10,521
Cash, beginning of period		35,896			1,298
Cash, end of period	$	49,223		$	11,819
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:
Common stock payable on extinguishment of debts	$	—		$	59,602

See Accompanying Notes to Condensed Consolidated Financial Statements

F-4

SKINVISIBLE, INC. 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

(UNAUDITED)

1.       DESCRIPTION OF BUSINESS AND HISTORY

Description of business – Skinvisible, Inc., (referred to as the “Company”) is focused on the development and 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 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 unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X , and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements on Form 10-K filed with the SEC on April 15, 2021. 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 interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted.

The condensed consolidated balance sheet at December 31, 2020 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by generally accepted accounting principles in the U.S. for complete financial statements.

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 nine months ended September 30, 2021, the Company had a net loss of $907,371. The Company has also incurred cumulative net losses of $35,607,779 since its inception and requires capital for its contemplated operational and marketing activities to take place. These factors, among others, raise  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. 

F-5

COVID-19 Pandemic

In December 2019, an outbreak of a novel strain of coronavirus originated in Wuhan, China (“COVID-19”) and has since spread worldwide, including to the Unites States, posing public health risks that have reached pandemic proportions (the “COVID-19 Pandemic”). The COVID-19 Pandemic poses a threat to the health and economic wellbeing of our employees, customers and vendors. Like most businesses world-wide, the COVID-19 Pandemic has impacted the Company financially; however, management cannot presently predict the scope and severity with which COVID-19 will impact our business, financial condition, results of operations and cash flows.

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.

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. As of September 30, 2021 and December 31, 2020 the Company had no cash equivalents.

Fair Value of financial instruments

The carrying value of cash, accounts payable and accrued expenses, and debt 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 $4,727,284 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.

F-6

• 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.

Financial assets and liabilities measured at fair value on a recurring basis are summarized below as of September 30, 2021:

	Level 1		Level 2		Level 3		Total
Liabilities
Derivative Financial Instruments	$	—	$	—	$	111,224	$	111,224

As of September 30, 2021, the Company’s used the following assumptions to value the derivative liabilities using the for Binomial-Lattice valuation model. Stock price was $0.11, term 0.25 years, risk-free discount rate of 0.05% and volatility of 344.11%

The following table provides a summary of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments, measured at fair value on a recurring basis using significant unobservable inputs:

	Amount
Balance December 31, 2020	$	—
Derivative reclassified to additional paid in capital		(53,305)
Change in fair market value of derivative liabilities		164,529
Balance September 30, 2021	$	111,224

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. Revenue from royalty sales is recognized at the point of time in which sales occur which is determined by the receipt of royalty statements.

F-7

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. Revenue from distribution and license rights is recognized immediately meeting milestones and once collection is substantially probable.

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 September 30, 2021 and December 31, 2020, the Company had not recorded 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.

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 nine months ending September 30, 2021 and 2020, since the effect of the assumed exercise of options and warrants to purchase common shares (common stock equivalents) would have an anti-dilutive effect. There are 30,689,400 additional shares issuable in connection with outstanding options, warrants, stock payable and convertible debts as of September 30, 2021.  The shares issuable under each instrument is as follows; 30,000 shares issuable for options, 40,000 shares issuable for warrants, and 30,619,400 shares issuable under convertible notes.

Recently issued accounting pronouncements

The Company has evaluated all other recent accounting pronouncements and believes that none of them will have a material effect on the Company's financial position, results of operations or cash flows.

In August 2020, FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity; Own Equity (“ASU 2020-06”), as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Among other changes, the new guidance removes from GAAP separation models for convertible debt that require the convertible debt to be separated into a debt and equity component, unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial premium. As a result, after adopting the guidance, entities will no longer separately present such embedded conversion features in equity, and will instead account for the convertible debt wholly as debt. The new guidance also requires use of the “if-converted” method when calculating the dilutive impact of convertible debt on earnings per share, which is consistent with the Company’s current accounting treatment under the current guidance. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted, but only at the beginning of the fiscal year. The Company is currently evaluating the impact the adoption of ASU 2020-06 will have on the Company’s financial statements

F-8

4.       INTANGIBLE AND OTHER ASSETS

Patents and trademarks and other intangible assets are capitalized at their historical cost and are amortized over their estimated useful lives. As of September 30, 2021, intangible assets total $157,750, net of $124,840 of accumulated amortization. As of December 31, 2020, intangible assets total $150,130, net of $111,596 of accumulated amortization.

Amortization expense for the nine months ended September 30, 2021 and 2020 was $13,244 and $23,973, respectively. License and distributor rights were acquired by the Company in January 1999 and provide exclusive use distribution of polymers and polymer based products. The Company has a non-expiring term on the license and distribution rights. Accordingly, the Company annually assesses this license and distribution rights for impairment and has determined that no impairment write-down is considered necessary as of September 30, 2021.

5.        RELATED PARTY TRANSACTIONS

Loans From Related Party

During the nine months ended September 30, 2021 and 2020, $0 and $27,000 was advanced by an officer and $200 and $15,300 was repaid, respectively .

As of September 30, 2021 and December 31, 2020, $52,299 and $52,499 in advances remained due to officers of the company, respectively. All other related party notes have been extinguished or re-negotiated as convertible notes. (See note 9 for additional details.)

Convertible Notes Related Party

Convertible Notes Payable Related Party consists of the following:	September  30, 2021			December 31, 2020
On June 30, 2019, the Company renegotiated accrued salaries, accrued interest, unpaid reimbursements, cash advances, and outstanding convertible notes for its two officers. Under the terms of the agreements, all outstanding notes totaling $2,464,480, accrued interest of $966,203, accrued salaries of $617,915, accrued vacation of $64,423, unpaid reimbursements of $11,942 and cash advances of $110,245 were converted to promissory notes convertible into common stock with a warrant feature. During the three months ended September 30, 2021, the Company made a $15,000 payment toward the principal balance of the note. The convertible promissory notes are unsecured, due five years from issuance, and bear an interest rate of 10%. At the investor’s option until the repayment date, the note may be converted to shares of the Company’s common stock at a fixed price of $0.20 per share along with warrants to purchase one share for every two shares issued at the exercise price of $0.30 per share for three years after the conversion date.   The Company has determined the value associated with the beneficial conversion feature in connection with the notes to be $3,369,244. The aggregate beneficial conversion feature associated with these notes has been accreted and charged to interest expenses as a financing expense in the amount of $457,389 and $457,389 during the nine months ended September 30, 2021 and 2020, respectively.	$	4,220,209		$	4,235,209
Unamortized debt discount		(1,990,381	)		(2,447,770)
Total, net of unamortized discount	$	2,229,828		$	1,787,439

F-9

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.”

During the nine months ended September 30, 2021, the Company entered to settlement agreements to settle various notes. As part of the settlement the principal balance of the note was settled for cash and all interest due through the date of settlement was forgiven. As of September 30, 2021, the Company has recorded a gain on settlement of the debt of $64,673 associated with the settlement of $41,400 of principal. As of September 30, 2021, $445,600 of the outstanding notes payable are past due and in default and have been classified as current notes payable.

7.       CONVERTIBLE NOTES PAYABLE

Convertible Notes Payable consists of the following:	September 30,		December 31,
	2021		2020
$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 notes have reached maturity and are now in default, under the notes default provisions the entire balance is now due upon demand. The Company evaluated the conversion feature of the note and concluded that it represents an embedded derivative. As of September 30, 2021, the fair value of the derivative is $28,703. The Company determined the derivative was immaterial as of December 31, 2020. The notes have reached maturity and are now in default, under the notes default provisions the entire balance is now due upon demand.		40,000		40,000
Original issue discount		—		—
Unamortized debt discount		—		—
Total, net of unamortized discount		40,000		40,000
On October 26, 2015 the Company issued a $135,000 face value 9% unsecured notes payable to investors, due October 26, 2017. After the first anniversary of the note, at the investor’s option until the repayment date, the note and related interest may be converted to shares of the Company’s common stock at a variable conversion price of 90% of the average trading price of the common stock during the five (5) trading day period ending on the latest complete trading day prior to the conversion date.. 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 note has reached maturity and is in default. The Company evaluated the conversion feature of the note and concluded that it represents an embedded derivative. During the three months ended June 30, 2021, the Company made payments of $50,000 on the balance of the note. The fair value of the embedded derivative associated with the payments was $43,305 and was recorded to additional paid in capital. As of September 30, 2021, the fair value of the derivative is $60,994. The Company determined the derivative was immaterial as of December 31, 2020. The note has reached maturity and is now in default, under the notes default provisions the entire balance is now due upon demand. During the nine months ended September 30, 2021, the Company entered into a settlement agreements to settle the note. As part of the settlement an initial payment of $50,000 was made on the principal balance of the note and all interest due through the date of settlement was forgiven. As of September 30, 2021, the Company has recorded a gain on settlement of the debt of $34,320 associated with the settlement and the note had a balance of $85,000 as of September 30, 2021.		85,000		135,000
Unamortized debt discount		—		—
Total, net of unamortized discount		85,000		135,000
On February 17, 2016, the Company entered into a convertible promissory note pursuant to which it borrowed $20,000. Interest under the convertible promissory note is 9% per annum, and the principal and all accrued but unpaid interest was due on February 17, 2018. The note is convertible at any time following 90 days after the issuance date at noteholders option into shares of our common stock at a variable conversion price of 90% of the average five day market price of our common stock during the 5 trading days prior to the notice of conversion, subject to adjustment as described in the note. The holder’s ability to convert the note, however, is limited in that it will not be permitted to convert any portion of the note if the number of shares of our common stock beneficially owned by the holder and its affiliates, together with the number of shares of our common stock issuable upon any full or partial conversion, would exceed 4.99% of the Company’s outstanding shares of common stock. The Company evaluated the conversion feature of the note and concluded that it represents an embedded derivative. As of September 30, 2021, the fair value of the derivative is $14,351. The Company determined the derivative was immaterial as of December 31, 2020. The notes have reached maturity and are now in default, under the notes default provisions the entire balance is now due upon demand.		20,000		20,000
Unamortized debt discount		—		—
Total, net of unamortized discount		20,000		20,000

F-10

On August 11, 2016, the Company entered into a convertible promissory note pursuant to which it borrowed $15,000. Interest under the convertible promissory note is 9% per annum, and the principal and all accrued but unpaid interest was due on August 11, 2018. The note is convertible into shares of our common stock at a variable conversion price of 90% of the average market price of our common stock during the 5 trading days prior to the notice of conversion, subject to adjustment as described in the note. The Company evaluated the conversion feature of the note and concluded that it represents an embedded derivative. The fair value of the embedded derivative associated with the payments was $10,000 and was recorded to additional paid in capital.  On April 15, 2021, the Company entered into a settlement agreements to settle the note. As part of the settlement an initial payment of $15,000 was made on the principal balance of the note and all interest due through the date of settlement was forgiven. As of September 30, 2021, the Company has recorded a gain on settlement of the debt of $3,832 associated with the settlement of the note.	—		15,000
Unamortized debt discount	—		—
Total, net of unamortized discount	—		15,000
On January 27, 2017, the Company entered into a convertible promissory note pursuant to which it borrowed $10,000. Interest under the convertible promissory note is 9% per annum, and the principal and all accrued but unpaid interest is due on January 27, 2019. The note is convertible into shares of our common stock at a variable conversion price of 90% of the average market price of our common stock during the 5 trading days prior to the notice of conversion, subject to adjustment as described in the note. The note has reached maturity and is in default. The Company evaluated the conversion feature of the note and concluded that it represents an embedded derivative. As of September 30, 2021, the fair value of the derivative is $7,176. The Company determined the derivative was immaterial as of December 31, 2020. The notes have reached maturity and are now in default, under the notes default provisions the entire balance is now due upon demand.	10,000		10,000
Unamortized debt discount	—		—
Total, net of unamortized discount	10,000		10,000
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 $280,076 as valued under the intrinsic value method. The aggregate beneficial conversion feature has been accreted and charged to interest expenses in the amount of $38,201 and $12,731 for the nine months ended September 30, 2021 and 2020, respectively.	352,075		352,075
Unamortized debt discount	(165,455	)	(203,476)
Total, net of unamortized discount	186,620		148,599

Total Convertible Notes	$	341,620	$	368,599
Current portion:		155,000		220,000
Total long-term convertible notes	$	186,620	$	148,599

F-11

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 (USO $1,000,000) (''License Fee''). To date, Licensee has paid three hundred ninety-two thousand five hundred US dollars (USD $392,500) of this fee as part of the First Half Payment of the License Fee, $125,000 of which was paid in the year ending December 31, 2020 and $375,000 in the nine months ended September 30, 2021. The balance due of the First Half Payment is one hundred seven thousand five hundred US dollars (USD $107,500) which was received on July 7, 2021. A further payment of two hundred and fifty thousand dollars ($250,000) is due no later than ten (10) business days after receipt by Licensee of additional funding from Altium Capital which coincides with the approval from the SEC on Quoin’s merger with a NASDAQ listed company. On October 28, 2021 Quoin completed a merger with Cellect Biotechnology, Ltd. and completed a securities purchase agreement with Altium Capital. The remaining balance of two hundred and fifty thousand dollars ($250,000) will be paid on December 31, 2021.

As of September 30, 2021 the Company has recognized $510,800 under the agreement including $385,800 during the nine months ended September 30, 2021.

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. 

F-12

9.       STOCK OPTIONS AND WARRANTS

The following is a summary of option activity during the nine months ended September 30, 2021.

	Number of Shares			Weighted Average Exercise Price
Balance, December 31, 2020		100,000			1.51
Options granted and assumed		—			—
Options expired		(70,000	)		—
Options canceled		—			—
Options exercised		—			—
Balance, September 30, 2021		30,000			1.51

As of September 30, 2021, all stock options outstanding are exercisable.

Stock warrants -

The following is a summary of warrants activity during the nine months ended September 30, 2021.

	Number of Shares			Weighted Average Exercise Price
Balance, December 31, 2020		60,000		$	1.11
Warrants granted and assumed		—			—
Warrants expired		(20,000	)		—
Warrants canceled		—			—
Warrants exercised		—			—
Balance, September 30, 2021		40,000		$	1.17

As of September 30, 2021, all stock warrants outstanding are exercisable.

 10.       STOCKHOLDERS’ DEFICIT

The Company is authorized to issue 200,000,000 shares of $0.001 par value common stock. The Company had 4,539,843 and 4,539,843 issued and outstanding shares of common stock as of September 30, 2021 and December 31, 2020, respectively.

11.       SUBSEQUENT EVENTS

In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to September 30, 2021 to the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements.  

F-13

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Overview

COVID-19

The full extent of the impact of the COVID-19 pandemic on our business, operations and financial results will depend on numerous evolving factors that we may not be able to accurately predict at the present time. In an effort to contain COVID-19 or slow its spread, governments around the world have enacted various measures, including orders to close all businesses not deemed “essential,” isolate residents to their homes or places of residence, and practice social distancing when engaging in essential activities. We anticipate that these actions and the global health crisis caused by COVID-19 will negatively impact business activity across the globe. While we have not observed any noticeable impact on our revenue related to these conditions in the past fiscal year, or through the date of this filing, we cannot estimate the impact COVID-19 will have in the future as business and consumer activity decelerates across the globe.

We will continue to actively monitor the situation and may take further actions that alter our business operations as may be required by federal, state, local or foreign authorities, or that we determine are in the best interests of our employees, customers, partners and stockholders. It is not clear what the potential effects any such alterations or modifications may have on our business, including the effects on our customers, partners, or vendors, or on our financial results.

Recent Developments

On October 17, 2019, we entered an Exclusive License Agreement with Quoin Pharmaceuticals, Inc., a Delaware corporation (“Quoin”) pursuant to which we 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 us a license fee of $1,000,000 (the “License Fee”) and a single digit royalty interest of all net sales on the licensed products subject to adjustment in certain situations. The agreement also requires that Quoin make certain milestone payments to us upon achieving regulatory approval milestones for certain drug products.

The agreement was 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. 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 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.

4

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 (USO $1,000,000) (''License Fee''). To date, Licensee has paid three hundred ninety-two thousand five hundred US dollars (USD $392,500) of this fee as part of the First Half Payment of the License Fee. The balance due of the First Half Payment is one hundred seven thousand five hundred US dollars (USD $107,500) which was received on July 7. A further payment of two hundred and fifty thousand dollars ($250,000) is due no later than ten (10) business days after receipt by Licensee of additional funding from Altium Capital which coincides with the approval from the SEC on Quoin’s merger with a NASDAQ listed company, which closed in October. The remaining balance of two hundred and fifty thousand dollars ($250,000) will be paid on December 31, 2021.

Additionally, the milestones in the initial agreement were changed as shown below:

(i)       Successful completion of Phase 2 testing: $0

(ii)       Successful completion of Phase 3 testing: $0

(iii)       Regulatory approval in either 1· the US or EU, whichever happens first: $5,000,000

Results of Operations for the Three and Nine Months Ended September 30, 2021 and 2020

Revenues

Our revenue, which we combine from product sales, royalties on patent licenses and license fees (product development fees), was $111,421 for the three months ended September 30, 2021, an increase from $6,816 for the same period ended September 30, 2020. Our revenue was $410,571 for the nine months ended September 30, 2021, an increase from $142,838 for the same period ended September 30, 2020.

The revenue for both periods in 2021 was mainly from license fees with Quoin and the revenue for both periods in 2020 was mainly from license fees with Ovation. We hope to generate more revenues from our licenses with Quoin and Ovation for the rest of the year.

Gross Profit

We had $3,300 in cost of revenues for the nine months ended September 30, 2021, no cost of revenues for the three months ended September 30, 2021, and no cost of revenues for the three and nine months ended September 30, 2020, so our gross profit was $111,421 and $407,271 for the three and nine months ended September 30, 2021, respectively, as compared with gross profit of $6,816 and $142,838 for the three and nine months ended September 30, 2020, respectively.

We had some product sales resulting in a reduced gross profit for 2021 as compared with 2020. Our gross profit increased in 2021 due to more revenues from our licenses with Quoin and Ovation expected for the rest of the year, which do not have a cost of revenue component.

Operating Expenses

Operating expenses increased to $119,274 for the three months ended September 30, 2021 from $125,438 for the same period ended September 30, 2020. Operating expenses decreased to $366,731 for the nine months ended September 30, 2021 from $404,214 for the same period ended September 30, 2020.

Our operating expenses for all periods consisted mainly of selling, general and administrative expenses.

5

Our selling, general and administrative expenses for the nine months ended September 30, 2021 consisted mainly of accrued salaries and wages of $243,826, audit and accounting of $43,102. In comparison, our selling general and administrative expenses for the nine months ended September 30, 2020 consisted mainly of accrued salaries and wages of $263,827 and audit and accounting of $55,089.

Other Expenses

We had other expenses of $195,499 for the three months ended September 30, 2021, as compared with other expenses of $291,137 for the three months ended September 30, 2020. We had other expenses of $947,911 for the nine months ended September 30, 2021, as compared with other expenses of $891,260 for the nine months ended September 30, 2020.

Our other expenses for the three months ended September 30, 2021 consisted mainly of interest expense and a loss on the changes in derivative liability, offset by a gain on the settlement of debt. Our other expenses for the nine months ended September 30, 2021 consisted mainly of interest expense and a loss on the changes in derivative liability, offset by a gain on the settlement of debt. Our other expenses for the nine months ended September 30, 2020 consisted mainly of a loss on the settlement of debt and interest expense.

Net Loss

We recorded a net loss of $203,352 for the three months ended September 30, 2021, as compared with a net loss of $409,759 for the three months ended September 30, 2020. We recorded a net loss of $907,371 for the nine months ended September 30, 2021, as compared with a net loss of $1,152,636 for the nine months ended September 30, 2020.

Liquidity and Capital Resources

As of September 30, 2021, we had total current assets of $58,021 and total assets in the amount of $215,771. Our total current liabilities as of September 30, 2021 were $3,108,168. We had a working capital deficit of $3,050,147 as of September 30, 2021, compared with a working capital deficit of $2,668,871 as of December 31, 2020.

Operating activities provided $220,791 in cash for the nine months ended September 30, 2021, as compared with $15,588 provided for the nine months ended September 30, 2020. Our positive operating cash flow for each period was largely the result of the amortization of debt discount and changes in accounts payable and accrued liabilities and accrued interest.

We used cash of $20,864 and $16,767 in investing activities for the nine months ended September 30, 2021 and 2020, respectively, for the purchase of fixed and intangible assets.

Cash flows used by financing activities during the nine months ended September 30, 2021 amounted to $186,600, as compared with cash provided of $11,700 for the nine months ended September 30, 2020. Our negative financing cash flow for the nine months ended September 30, 2021 resulted from the repayments of debt. Our positive financing cash flow for the nine months ended September 30, 2020 consisted of proceeds from related party loans, offset by repayments on the same.

The features of the debt instruments and payables concerning our financing activities are detailed in the footnotes to our financial statements.

Based upon our current financial condition, we do not have sufficient cash to operate our business at the current level for the next twelve months. We intend to fund operations through increased sales and debt and/or equity financing arrangements, which may be insufficient to fund expenditures or other cash requirements. We plan to seek additional financing in a private equity offering to secure funding for operations. There can be no assurance that we will be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our business plan will be impaired. There can be no assurance that such additional financing will be available to us on acceptable terms or at all.

6

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. We have incurred cumulative net losses of $35,607,779 since our inception and require capital for our contemplated operational and marketing activities to take place. Our ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of our contemplated plan of operations, and our transition, ultimately, to the attainment of profitable operations are necessary for us to continue operations. The ability to successfully resolve these factors raise substantial doubt about our ability to continue as a going concern. These consolidated financial statements do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

Off Balance Sheet Arrangements

As of September 30, 2021, there were no off balance sheet arrangements.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations is based upon the accompanying financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America and are expressed in United States dollars. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements. 

Recently Issued Accounting Pronouncements

In August 2020, FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity; Own Equity (“ASU 2020-06”), as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Among other changes, the new guidance removes from GAAP separation models for convertible debt that require the convertible debt to be separated into a debt and equity component, unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial premium. As a result, after adopting the guidance, entities will no longer separately present such embedded conversion features in equity, and will instead account for the convertible debt wholly as debt. The new guidance also requires use of the “if-converted” method when calculating the dilutive impact of convertible debt on earnings per share, which is consistent with the Company’s current accounting treatment under the current guidance. The guidance is effective for financial statements issued  for  fiscal  years  beginning  after  December  15,  2021,  and  interim  periods  within  those  fiscal  years,  with  early  adoption permitted, but only at the beginning of the fiscal year. The Company is currently evaluating the impact the adoption of ASU 2020-06 will have on the Company’s financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company is not required to provide the information required by this Item.

7

Item 4. Controls and Procedures

Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2021. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2021, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of September 30, 2021, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting

Our company plans to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending December 31, 2021: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the nine months ended September 30, 2021 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

8

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 1A. Risk Factors

See risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2020 filed on April 15, 2021.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None

Item 6. Exhibits

Exhibit Number Description of Exhibit

31.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101** The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 formatted in Extensible Business Reporting Language (XBRL).

**Provided herewith

9

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Skinvisible, Inc.

Date: November 19, 2021

By: /s/ Terry Howlett

Terry Howlett

Title: Chief Executive Officer, Chief Financial Officer and Director

10

EX-31.1

CERTIFICATIONS

I, Terry Howlett, certify that;

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 of Skinvisible, Inc. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 19, 2021

/s/ Terry Howlett

By: Terry Howlett

Title: Chief Executive Officer

EX-31.2

CERTIFICATIONS

I, Terry Howlett, certify that;

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 of Skinvisible, Inc. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 19, 2021

/s/ Terry Howlett

By: Terry Howlett

Title: Chief Financial Officer

EX-32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND

CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Skinvisible, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2021 filed with the Securities and Exchange Commission (the “Report”), I, Terry Howlett, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the consolidated financial condition of the Company as of the dates presented and the consolidated result of operations of the Company for the periods presented.

By:	/s/ Terry Howlett
Name:	Terry Howlett
Title:	Principal Executive Officer, Principal Financial Officer and Director
Date:	November 19, 2021

This certification has been furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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Cover - shares	9 Months Ended
	Sep. 30, 2021	Nov. 03, 2021
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--12-31
Entity File Number	000-25911
Entity Registrant Name	Skinvisible, Inc.
Entity Central Index Key	0001085277
Entity Tax Identification Number	88-0344219
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	6320 South Sandhill Road
Entity Address, Address Line Two	Suite 10
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89120
City Area Code	702.433.7154
Local Phone Number	433.7154
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		4,539,843

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets
Cash	$ 49,223	$ 35,896
Accounts receivable	5,048	7,718
Prepaid expense and other current assets	3,750	6,500
Total current assets	58,021	50,114
Patents and trademarks, net	157,750	150,130
Total assets	215,771	200,244
Current liabilities
Accounts payable and accrued liabilities	1,033,900	865,497
Accounts payable related party		7,616
Accrued interest payable	1,310,145	1,021,373
Loans from related party	52,299	52,499
Loans payable	445,600	552,000
Convertible notes payable	155,000	220,000
Derivative liability	111,224
Total current liabilities	3,108,168	2,718,985
Convertible notes payable related party, net of unamortized discount of $1,990,381 and $2,447,770 respectively	2,229,828	1,787,439
Convertible notes payable, net of unamortized debt discount of $165,455 and $203,476, respectively	186,620	148,599
Total liabilities	5,524,616	4,655,023
Stockholders' deficit
Common stock; $0.001 par value; 200,000,000 shares authorized; 4,539,843 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively	4,540	4,540
Additional paid-in capital	30,294,394	30,241,089
Accumulated deficit	(35,607,779)	(34,700,408)
Total stockholders' deficit	(5,308,845)	(4,454,779)
Total liabilities and stockholders' deficit	$ 215,771	$ 200,244

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Convertible Notes Payable, related party, net of unamortized discount	$ 1,990,381	$ 2,447,770
Debt Instrument, Unamortized Discount (Premium), Net	$ 165,455	$ 203,476
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	4,539,843	4,539,843
Common stock, shares outstanding	4,539,843	4,539,843

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Revenue:
Product revenue			$ 4,316	$ 7,132
Royalty revenues	3,921	4,183	31,255	14,460
License revenues	107,500		375,000
Revenues related party		2,633		121,246
Cost of revenues			3,300
Gross profit	111,421	6,816	407,271	142,838
Operating expenses
Depreciation and amortization	4,696	4,292	13,244	23,973
Selling general and administrative	114,578	121,146	353,487	380,241
Total operating expenses	119,274	125,438	366,731	404,214
Loss from operations	(7,853)	(118,622)	40,540	(261,376)
Other income and (expense)
Interest expense	(294,216)	(291,137)	(886,207)	(891,260)
Change in fair value of derivative liability	79,445		(164,529)
Gain on settlement of debt	19,272		102,825
Total other income (expense)	(195,499)	(291,137)	(947,911)	(891,260)
Loss from operations before income taxes	(203,352)	(409,759)	(907,371)	(1,152,636)
Provision for income taxes
Net loss	$ (203,352)	$ (409,759)	$ (907,371)	$ (1,152,636)
Basic loss per common share	$ (0.04)	$ (0.09)	$ (0.20)	$ (0.26)
Fully diluted loss per common share	$ (0.04)	$ (0.09)	$ (0.20)	$ (0.26)
Basic weighted average common shares outstanding	4,539,843	4,471,746	4,539,843	4,476,468
Fully diluted weighted average common shares outstanding	4,539,843	4,471,746	4,539,843	4,476,468

XML

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (UNAUDITED) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Stock Payable [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2019	$ 4,472	$ 30,181,555	$ 59,602	$ (33,252,796)	$ (3,007,167)
Shares, Issued, Beginning Balance at Dec. 31, 2019	4,471,746
Net loss				(430,084)	(430,084)
Ending balance, value at Mar. 31, 2020	$ 4,472	30,181,555	59,602	(33,682,880)	(3,437,251)
Shares, Issued, Ending Balance at Mar. 31, 2020	4,471,746
Beginning balance, value at Dec. 31, 2019	$ 4,472	30,181,555	59,602	(33,252,796)	(3,007,167)
Shares, Issued, Beginning Balance at Dec. 31, 2019	4,471,746
Net loss					(1,152,636)
Ending balance, value at Sep. 30, 2020	$ 4,540	30,241,089		(34,405,432)	(4,159,803)
Shares, Issued, Ending Balance at Sep. 30, 2020	4,539,843
Beginning balance, value at Mar. 31, 2020	$ 4,472	30,181,555	59,602	(33,682,880)	(3,437,251)
Shares, Issued, Beginning Balance at Mar. 31, 2020	4,471,746
Net loss				(312,793)	(312,793)
Ending balance, value at Jun. 30, 2020	$ 4,472	30,181,555	59,602	(33,995,673)	(3,750,044)
Shares, Issued, Ending Balance at Jun. 30, 2020	4,471,746
Net loss				(409,759)	(409,759)
Ending balance, value at Sep. 30, 2020	$ 4,540	30,241,089		(34,405,432)	(4,159,803)
Shares, Issued, Ending Balance at Sep. 30, 2020	4,539,843
Shares issued for shares payable	$ 68	59,534	(59,602)
[custom:StockIssuedDuringPeriodSharesSharesPayable]	68,097
Beginning balance, value at Dec. 31, 2020	$ 4,540	30,241,089		(34,700,408)	(4,454,779)
Shares, Issued, Beginning Balance at Dec. 31, 2020	4,539,843
Net loss				(435,505)	(435,505)
Ending balance, value at Mar. 31, 2021	$ 4,540	30,241,089		(35,135,913)	(4,890,284)
Shares, Issued, Ending Balance at Mar. 31, 2021	4,539,843
Beginning balance, value at Dec. 31, 2020	$ 4,540	30,241,089		(34,700,408)	(4,454,779)
Shares, Issued, Beginning Balance at Dec. 31, 2020	4,539,843
Net loss					(907,371)
Ending balance, value at Sep. 30, 2021	$ 4,540	30,294,394		(35,607,779)	(5,308,845)
Shares, Issued, Ending Balance at Sep. 30, 2021	4,539,843
Beginning balance, value at Mar. 31, 2021	$ 4,540	30,241,089		(35,135,913)	(4,890,284)
Shares, Issued, Beginning Balance at Mar. 31, 2021	4,539,843
Net loss				(268,514)	(268,514)
Derivative liability reclassified to APIC		53,305			53,305
Stock Issued During Period, Shares, Other
Ending balance, value at Jun. 30, 2021	$ 4,540	30,294,394		(35,404,427)	(5,105,493)
Shares, Issued, Ending Balance at Jun. 30, 2021	4,539,843
Net loss				(203,352)	(203,352)
Ending balance, value at Sep. 30, 2021	$ 4,540	$ 30,294,394		$ (35,607,779)	$ (5,308,845)
Shares, Issued, Ending Balance at Sep. 30, 2021	4,539,843

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	3 Months Ended				9 Months Ended		271 Months Ended
	Sep. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Mar. 31, 2020	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021
Cash flows from operating activities:
Net loss	$ (203,352)	$ (435,505)	$ (409,759)	$ (430,084)	$ (907,371)	$ (1,152,636)	$ (35,607,779)
Adjustments to reconcile net loss to net cash provided (used) by operating activities:
Non-cash interest expense					102,825
Amortization of patents and trademarks					13,244	23,973
Amortization of debt discount					495,410	495,550
Gain on settlement of debt	(19,272)				(102,825)
Loss on change in derivative liability	(79,445)				164,529
Changes in operating assets and liabilities:
Decrease in prepaid assets					2,750	1,625
Decrease (Increase) in accounts receivable					2,670	(644)
Increase in accounts payable and accrued liabilities					168,403	249,011
Decrease in due from related party					(7,616)
Increase in accrued interest					288,772	398,709
Net cash provided used in operating activities					220,791	15,588
Cash flows from investing activities:
Purchase of fixed and intangible assets					(20,864)	(16,767)
Net cash used in investing activities					(20,864)	(16,767)
Cash flows from financing activities:
Payments on related party loans					(200)	(15,300)
Proceeds from related party loans						27,000
Payments on convertible notes payable					(65,000)
Payments on loans payable					(106,400)
Payments on convertible notes payable - related party					(15,000)
Net cash provided by (used in) financing activities					(186,600)	11,700
Net change in cash					13,327	10,521
Cash, beginning of period		$ 35,896		$ 1,298	35,896	1,298
Cash, end of period	$ 49,223		$ 11,819		49,223	11,819	$ 49,223
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest
Cash paid for tax
Non-cash investing and financing activities:
Common stock payable on extinguishment of debts						$ 59,602

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1. DESCRIPTION OF BUSINESS AND HISTORY

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

1. DESCRIPTION OF BUSINESS AND HISTORY

1.       DESCRIPTION OF BUSINESS AND HISTORY

Description of business – Skinvisible, Inc., (referred to as the “Company”) is focused on the development and 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 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.”

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2. BASIS OF PRESENTATION AND GOING CONCERN

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

2. BASIS OF PRESENTATION AND GOING CONCERN

2.       BASIS OF PRESENTATION AND GOING CONCERN

Basis of presentation – The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X , and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements on Form 10-K filed with the SEC on April 15, 2021. 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 interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted.

The condensed consolidated balance sheet at December 31, 2020 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by generally accepted accounting principles in the U.S. for complete financial statements.

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 nine months ended September 30, 2021, the Company had a net loss of $907,371. The Company has also incurred cumulative net losses of $35,607,779 since its inception and requires capital for its contemplated operational and marketing activities to take place. These factors, among others, raise  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. 

COVID-19 Pandemic

In December 2019, an outbreak of a novel strain of coronavirus originated in Wuhan, China (“COVID-19”) and has since spread worldwide, including to the Unites States, posing public health risks that have reached pandemic proportions (the “COVID-19 Pandemic”). The COVID-19 Pandemic poses a threat to the health and economic wellbeing of our employees, customers and vendors. Like most businesses world-wide, the COVID-19 Pandemic has impacted the Company financially; however, management cannot presently predict the scope and severity with which COVID-19 will impact our business, financial condition, results of operations and cash flows.

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3. SUMMARY OF SIGNIFICANT POLICIES

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

3. SUMMARY OF SIGNIFICANT POLICIES

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.

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. As of September 30, 2021 and December 31, 2020 the Company had no cash equivalents.

Fair Value of financial instruments

The carrying value of cash, accounts payable and accrued expenses, and debt 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 $4,727,284 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.

Financial assets and liabilities measured at fair value on a recurring basis are summarized below as of September 30, 2021:

	Level 1		Level 2		Level 3		Total
Liabilities
Derivative Financial Instruments	$	—	$	—	$	111,224	$	111,224

As of September 30, 2021, the Company’s used the following assumptions to value the derivative liabilities using the for Binomial-Lattice valuation model. Stock price was $0.11, term 0.25 years, risk-free discount rate of 0.05% and volatility of 344.11%

The following table provides a summary of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments, measured at fair value on a recurring basis using significant unobservable inputs:

	Amount
Balance December 31, 2020	$	—
Derivative reclassified to additional paid in capital		(53,305)
Change in fair market value of derivative liabilities		164,529
Balance September 30, 2021	$	111,224

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. Revenue from royalty sales is recognized at the point of time in which sales occur which is determined by the receipt of royalty statements.

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. Revenue from distribution and license rights is recognized immediately meeting milestones and once collection is substantially probable.

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 September 30, 2021 and December 31, 2020, the Company had not recorded 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.

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 nine months ending September 30, 2021 and 2020, since the effect of the assumed exercise of options and warrants to purchase common shares (common stock equivalents) would have an anti-dilutive effect. There are 30,689,400 additional shares issuable in connection with outstanding options, warrants, stock payable and convertible debts as of September 30, 2021.  The shares issuable under each instrument is as follows; 30,000 shares issuable for options, 40,000 shares issuable for warrants, and 30,619,400 shares issuable under convertible notes.

Recently issued accounting pronouncements

The Company has evaluated all other recent accounting pronouncements and believes that none of them will have a material effect on the Company's financial position, results of operations or cash flows.

In August 2020, FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity; Own Equity (“ASU 2020-06”), as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Among other changes, the new guidance removes from GAAP separation models for convertible debt that require the convertible debt to be separated into a debt and equity component, unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial premium. As a result, after adopting the guidance, entities will no longer separately present such embedded conversion features in equity, and will instead account for the convertible debt wholly as debt. The new guidance also requires use of the “if-converted” method when calculating the dilutive impact of convertible debt on earnings per share, which is consistent with the Company’s current accounting treatment under the current guidance. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted, but only at the beginning of the fiscal year. The Company is currently evaluating the impact the adoption of ASU 2020-06 will have on the Company’s financial statements

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4. INTANGIBLE AND OTHER ASSETS

9 Months Ended

Sep. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

4. INTANGIBLE AND OTHER ASSETS

4.       INTANGIBLE AND OTHER ASSETS

Patents and trademarks and other intangible assets are capitalized at their historical cost and are amortized over their estimated useful lives. As of September 30, 2021, intangible assets total $157,750, net of $124,840 of accumulated amortization. As of December 31, 2020, intangible assets total $150,130, net of $111,596 of accumulated amortization.

Amortization expense for the nine months ended September 30, 2021 and 2020 was $13,244 and $23,973, respectively. License and distributor rights were acquired by the Company in January 1999 and provide exclusive use distribution of polymers and polymer based products. The Company has a non-expiring term on the license and distribution rights. Accordingly, the Company annually assesses this license and distribution rights for impairment and has determined that no impairment write-down is considered necessary as of September 30, 2021.

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5. RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2021

Related Party Transactions [Abstract]

5. RELATED PARTY TRANSACTIONS

5.        RELATED PARTY TRANSACTIONS

Loans From Related Party

During the nine months ended September 30, 2021 and 2020, $0 and $27,000 was advanced by an officer and $200 and $15,300 was repaid, respectively .

As of September 30, 2021 and December 31, 2020, $52,299 and $52,499 in advances remained due to officers of the company, respectively. All other related party notes have been extinguished or re-negotiated as convertible notes. (See note 9 for additional details.)

Convertible Notes Related Party

Convertible Notes Payable Related Party consists of the following:	September  30, 2021			December 31, 2020
On June 30, 2019, the Company renegotiated accrued salaries, accrued interest, unpaid reimbursements, cash advances, and outstanding convertible notes for its two officers. Under the terms of the agreements, all outstanding notes totaling $2,464,480, accrued interest of $966,203, accrued salaries of $617,915, accrued vacation of $64,423, unpaid reimbursements of $11,942 and cash advances of $110,245 were converted to promissory notes convertible into common stock with a warrant feature. During the three months ended September 30, 2021, the Company made a $15,000 payment toward the principal balance of the note. The convertible promissory notes are unsecured, due five years from issuance, and bear an interest rate of 10%. At the investor’s option until the repayment date, the note may be converted to shares of the Company’s common stock at a fixed price of $0.20 per share along with warrants to purchase one share for every two shares issued at the exercise price of $0.30 per share for three years after the conversion date.   The Company has determined the value associated with the beneficial conversion feature in connection with the notes to be $3,369,244. The aggregate beneficial conversion feature associated with these notes has been accreted and charged to interest expenses as a financing expense in the amount of $457,389 and $457,389 during the nine months ended September 30, 2021 and 2020, respectively.	$	4,220,209		$	4,235,209
Unamortized debt discount		(1,990,381	)		(2,447,770)
Total, net of unamortized discount	$	2,229,828		$	1,787,439

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6. NOTES PAYABLE

9 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

6. NOTES PAYABLE

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.”

During the nine months ended September 30, 2021, the Company entered to settlement agreements to settle various notes. As part of the settlement the principal balance of the note was settled for cash and all interest due through the date of settlement was forgiven. As of September 30, 2021, the Company has recorded a gain on settlement of the debt of $64,673 associated with the settlement of $41,400 of principal. As of September 30, 2021, $445,600 of the outstanding notes payable are past due and in default and have been classified as current notes payable.

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7. CONVERTIBLE NOTES PAYABLE

9 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

7. CONVERTIBLE NOTES PAYABLE

7.       CONVERTIBLE NOTES PAYABLE

Convertible Notes Payable consists of the following:	September 30,		December 31,
	2021		2020
$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 notes have reached maturity and are now in default, under the notes default provisions the entire balance is now due upon demand. The Company evaluated the conversion feature of the note and concluded that it represents an embedded derivative. As of September 30, 2021, the fair value of the derivative is $28,703. The Company determined the derivative was immaterial as of December 31, 2020. The notes have reached maturity and are now in default, under the notes default provisions the entire balance is now due upon demand.		40,000		40,000
Original issue discount		—		—
Unamortized debt discount		—		—
Total, net of unamortized discount		40,000		40,000
On October 26, 2015 the Company issued a $135,000 face value 9% unsecured notes payable to investors, due October 26, 2017. After the first anniversary of the note, at the investor’s option until the repayment date, the note and related interest may be converted to shares of the Company’s common stock at a variable conversion price of 90% of the average trading price of the common stock during the five (5) trading day period ending on the latest complete trading day prior to the conversion date.. 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 note has reached maturity and is in default. The Company evaluated the conversion feature of the note and concluded that it represents an embedded derivative. During the three months ended June 30, 2021, the Company made payments of $50,000 on the balance of the note. The fair value of the embedded derivative associated with the payments was $43,305 and was recorded to additional paid in capital. As of September 30, 2021, the fair value of the derivative is $60,994. The Company determined the derivative was immaterial as of December 31, 2020. The note has reached maturity and is now in default, under the notes default provisions the entire balance is now due upon demand. During the nine months ended September 30, 2021, the Company entered into a settlement agreements to settle the note. As part of the settlement an initial payment of $50,000 was made on the principal balance of the note and all interest due through the date of settlement was forgiven. As of September 30, 2021, the Company has recorded a gain on settlement of the debt of $34,320 associated with the settlement and the note had a balance of $85,000 as of September 30, 2021.		85,000		135,000
Unamortized debt discount		—		—
Total, net of unamortized discount		85,000		135,000
On February 17, 2016, the Company entered into a convertible promissory note pursuant to which it borrowed $20,000. Interest under the convertible promissory note is 9% per annum, and the principal and all accrued but unpaid interest was due on February 17, 2018. The note is convertible at any time following 90 days after the issuance date at noteholders option into shares of our common stock at a variable conversion price of 90% of the average five day market price of our common stock during the 5 trading days prior to the notice of conversion, subject to adjustment as described in the note. The holder’s ability to convert the note, however, is limited in that it will not be permitted to convert any portion of the note if the number of shares of our common stock beneficially owned by the holder and its affiliates, together with the number of shares of our common stock issuable upon any full or partial conversion, would exceed 4.99% of the Company’s outstanding shares of common stock. The Company evaluated the conversion feature of the note and concluded that it represents an embedded derivative. As of September 30, 2021, the fair value of the derivative is $14,351. The Company determined the derivative was immaterial as of December 31, 2020. The notes have reached maturity and are now in default, under the notes default provisions the entire balance is now due upon demand.		20,000		20,000
Unamortized debt discount		—		—
Total, net of unamortized discount		20,000		20,000

On August 11, 2016, the Company entered into a convertible promissory note pursuant to which it borrowed $15,000. Interest under the convertible promissory note is 9% per annum, and the principal and all accrued but unpaid interest was due on August 11, 2018. The note is convertible into shares of our common stock at a variable conversion price of 90% of the average market price of our common stock during the 5 trading days prior to the notice of conversion, subject to adjustment as described in the note. The Company evaluated the conversion feature of the note and concluded that it represents an embedded derivative. The fair value of the embedded derivative associated with the payments was $10,000 and was recorded to additional paid in capital.  On April 15, 2021, the Company entered into a settlement agreements to settle the note. As part of the settlement an initial payment of $15,000 was made on the principal balance of the note and all interest due through the date of settlement was forgiven. As of September 30, 2021, the Company has recorded a gain on settlement of the debt of $3,832 associated with the settlement of the note.	—		15,000
Unamortized debt discount	—		—
Total, net of unamortized discount	—		15,000
On January 27, 2017, the Company entered into a convertible promissory note pursuant to which it borrowed $10,000. Interest under the convertible promissory note is 9% per annum, and the principal and all accrued but unpaid interest is due on January 27, 2019. The note is convertible into shares of our common stock at a variable conversion price of 90% of the average market price of our common stock during the 5 trading days prior to the notice of conversion, subject to adjustment as described in the note. The note has reached maturity and is in default. The Company evaluated the conversion feature of the note and concluded that it represents an embedded derivative. As of September 30, 2021, the fair value of the derivative is $7,176. The Company determined the derivative was immaterial as of December 31, 2020. The notes have reached maturity and are now in default, under the notes default provisions the entire balance is now due upon demand.	10,000		10,000
Unamortized debt discount	—		—
Total, net of unamortized discount	10,000		10,000
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 $280,076 as valued under the intrinsic value method. The aggregate beneficial conversion feature has been accreted and charged to interest expenses in the amount of $38,201 and $12,731 for the nine months ended September 30, 2021 and 2020, respectively.	352,075		352,075
Unamortized debt discount	(165,455	)	(203,476)
Total, net of unamortized discount	186,620		148,599

Total Convertible Notes	$	341,620	$	368,599
Current portion:		155,000		220,000
Total long-term convertible notes	$	186,620	$	148,599

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8. COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

8. COMMITMENTS AND CONTINGENCIES

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 (USO $1,000,000) (''License Fee''). To date, Licensee has paid three hundred ninety-two thousand five hundred US dollars (USD $392,500) of this fee as part of the First Half Payment of the License Fee, $125,000 of which was paid in the year ending December 31, 2020 and $375,000 in the nine months ended September 30, 2021. The balance due of the First Half Payment is one hundred seven thousand five hundred US dollars (USD $107,500) which was received on July 7, 2021. A further payment of two hundred and fifty thousand dollars ($250,000) is due no later than ten (10) business days after receipt by Licensee of additional funding from Altium Capital which coincides with the approval from the SEC on Quoin’s merger with a NASDAQ listed company. On October 28, 2021 Quoin completed a merger with Cellect Biotechnology, Ltd. and completed a securities purchase agreement with Altium Capital. The remaining balance of two hundred and fifty thousand dollars ($250,000) will be paid on December 31, 2021.

As of September 30, 2021 the Company has recognized $510,800 under the agreement including $385,800 during the nine months ended September 30, 2021.

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. 

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9. STOCK OPTIONS AND WARRANTS

9 Months Ended

Sep. 30, 2021

Share-based Payment Arrangement [Abstract]

9. STOCK OPTIONS AND WARRANTS

9.       STOCK OPTIONS AND WARRANTS

The following is a summary of option activity during the nine months ended September 30, 2021.

	Number of Shares			Weighted Average Exercise Price
Balance, December 31, 2020		100,000			1.51
Options granted and assumed		—			—
Options expired		(70,000	)		—
Options canceled		—			—
Options exercised		—			—
Balance, September 30, 2021		30,000			1.51

As of September 30, 2021, all stock options outstanding are exercisable.

Stock warrants -

The following is a summary of warrants activity during the nine months ended September 30, 2021.

	Number of Shares			Weighted Average Exercise Price
Balance, December 31, 2020		60,000		$	1.11
Warrants granted and assumed		—			—
Warrants expired		(20,000	)		—
Warrants canceled		—			—
Warrants exercised		—			—
Balance, September 30, 2021		40,000		$	1.17

As of September 30, 2021, all stock warrants outstanding are exercisable.

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10. STOCKHOLDERS’ DEFICIT

9 Months Ended

Sep. 30, 2021

Equity [Abstract]

10. STOCKHOLDERS’ DEFICIT

 10.       STOCKHOLDERS’ DEFICIT

The Company is authorized to issue 200,000,000 shares of $0.001 par value common stock. The Company had 4,539,843 and 4,539,843 issued and outstanding shares of common stock as of September 30, 2021 and December 31, 2020, respectively.

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11. SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2021

Subsequent Events [Abstract]

11. SUBSEQUENT EVENTS

11.       SUBSEQUENT EVENTS

In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to September 30, 2021 to the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements.  

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Overview

COVID-19

The full extent of the impact of the COVID-19 pandemic on our business, operations and financial results will depend on numerous evolving factors that we may not be able to accurately predict at the present time. In an effort to contain COVID-19 or slow its spread, governments around the world have enacted various measures, including orders to close all businesses not deemed “essential,” isolate residents to their homes or places of residence, and practice social distancing when engaging in essential activities. We anticipate that these actions and the global health crisis caused by COVID-19 will negatively impact business activity across the globe. While we have not observed any noticeable impact on our revenue related to these conditions in the past fiscal year, or through the date of this filing, we cannot estimate the impact COVID-19 will have in the future as business and consumer activity decelerates across the globe.

We will continue to actively monitor the situation and may take further actions that alter our business operations as may be required by federal, state, local or foreign authorities, or that we determine are in the best interests of our employees, customers, partners and stockholders. It is not clear what the potential effects any such alterations or modifications may have on our business, including the effects on our customers, partners, or vendors, or on our financial results.

Recent Developments

On October 17, 2019, we entered an Exclusive License Agreement with Quoin Pharmaceuticals, Inc., a Delaware corporation (“Quoin”) pursuant to which we 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 us a license fee of $1,000,000 (the “License Fee”) and a single digit royalty interest of all net sales on the licensed products subject to adjustment in certain situations. The agreement also requires that Quoin make certain milestone payments to us upon achieving regulatory approval milestones for certain drug products.

The agreement was 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. 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 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 (USO $1,000,000) (''License Fee''). To date, Licensee has paid three hundred ninety-two thousand five hundred US dollars (USD $392,500) of this fee as part of the First Half Payment of the License Fee. The balance due of the First Half Payment is one hundred seven thousand five hundred US dollars (USD $107,500) which was received on July 7. A further payment of two hundred and fifty thousand dollars ($250,000) is due no later than ten (10) business days after receipt by Licensee of additional funding from Altium Capital which coincides with the approval from the SEC on Quoin’s merger with a NASDAQ listed company, which closed in October. The remaining balance of two hundred and fifty thousand dollars ($250,000) will be paid on December 31, 2021.

Additionally, the milestones in the initial agreement were changed as shown below:

(i)       Successful completion of Phase 2 testing: $0

(ii)       Successful completion of Phase 3 testing: $0

(iii)       Regulatory approval in either 1· the US or EU, whichever happens first: $5,000,000

Results of Operations for the Three and Nine Months Ended September 30, 2021 and 2020

Revenues

Our revenue, which we combine from product sales, royalties on patent licenses and license fees (product development fees), was $111,421 for the three months ended September 30, 2021, an increase from $6,816 for the same period ended September 30, 2020. Our revenue was $410,571 for the nine months ended September 30, 2021, an increase from $142,838 for the same period ended September 30, 2020.

The revenue for both periods in 2021 was mainly from license fees with Quoin and the revenue for both periods in 2020 was mainly from license fees with Ovation. We hope to generate more revenues from our licenses with Quoin and Ovation for the rest of the year.

Gross Profit

We had $3,300 in cost of revenues for the nine months ended September 30, 2021, no cost of revenues for the three months ended September 30, 2021, and no cost of revenues for the three and nine months ended September 30, 2020, so our gross profit was $111,421 and $407,271 for the three and nine months ended September 30, 2021, respectively, as compared with gross profit of $6,816 and $142,838 for the three and nine months ended September 30, 2020, respectively.

We had some product sales resulting in a reduced gross profit for 2021 as compared with 2020. Our gross profit increased in 2021 due to more revenues from our licenses with Quoin and Ovation expected for the rest of the year, which do not have a cost of revenue component.

Operating Expenses

Operating expenses increased to $119,274 for the three months ended September 30, 2021 from $125,438 for the same period ended September 30, 2020. Operating expenses decreased to $366,731 for the nine months ended September 30, 2021 from $404,214 for the same period ended September 30, 2020.

Our operating expenses for all periods consisted mainly of selling, general and administrative expenses.

Our selling, general and administrative expenses for the nine months ended September 30, 2021 consisted mainly of accrued salaries and wages of $243,826, audit and accounting of $43,102. In comparison, our selling general and administrative expenses for the nine months ended September 30, 2020 consisted mainly of accrued salaries and wages of $263,827 and audit and accounting of $55,089.

Other Expenses

We had other expenses of $195,499 for the three months ended September 30, 2021, as compared with other expenses of $291,137 for the three months ended September 30, 2020. We had other expenses of $947,911 for the nine months ended September 30, 2021, as compared with other expenses of $891,260 for the nine months ended September 30, 2020.

Our other expenses for the three months ended September 30, 2021 consisted mainly of interest expense and a loss on the changes in derivative liability, offset by a gain on the settlement of debt. Our other expenses for the nine months ended September 30, 2021 consisted mainly of interest expense and a loss on the changes in derivative liability, offset by a gain on the settlement of debt. Our other expenses for the nine months ended September 30, 2020 consisted mainly of a loss on the settlement of debt and interest expense.

Net Loss

We recorded a net loss of $203,352 for the three months ended September 30, 2021, as compared with a net loss of $409,759 for the three months ended September 30, 2020. We recorded a net loss of $907,371 for the nine months ended September 30, 2021, as compared with a net loss of $1,152,636 for the nine months ended September 30, 2020.

Liquidity and Capital Resources

As of September 30, 2021, we had total current assets of $58,021 and total assets in the amount of $215,771. Our total current liabilities as of September 30, 2021 were $3,108,168. We had a working capital deficit of $3,050,147 as of September 30, 2021, compared with a working capital deficit of $2,668,871 as of December 31, 2020.

Operating activities provided $220,791 in cash for the nine months ended September 30, 2021, as compared with $15,588 provided for the nine months ended September 30, 2020. Our positive operating cash flow for each period was largely the result of the amortization of debt discount and changes in accounts payable and accrued liabilities and accrued interest.

We used cash of $20,864 and $16,767 in investing activities for the nine months ended September 30, 2021 and 2020, respectively, for the purchase of fixed and intangible assets.

Cash flows used by financing activities during the nine months ended September 30, 2021 amounted to $186,600, as compared with cash provided of $11,700 for the nine months ended September 30, 2020. Our negative financing cash flow for the nine months ended September 30, 2021 resulted from the repayments of debt. Our positive financing cash flow for the nine months ended September 30, 2020 consisted of proceeds from related party loans, offset by repayments on the same.

The features of the debt instruments and payables concerning our financing activities are detailed in the footnotes to our financial statements.

Based upon our current financial condition, we do not have sufficient cash to operate our business at the current level for the next twelve months. We intend to fund operations through increased sales and debt and/or equity financing arrangements, which may be insufficient to fund expenditures or other cash requirements. We plan to seek additional financing in a private equity offering to secure funding for operations. There can be no assurance that we will be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our business plan will be impaired. There can be no assurance that such additional financing will be available to us on acceptable terms or at all.

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. We have incurred cumulative net losses of $35,607,779 since our inception and require capital for our contemplated operational and marketing activities to take place. Our ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of our contemplated plan of operations, and our transition, ultimately, to the attainment of profitable operations are necessary for us to continue operations. The ability to successfully resolve these factors raise substantial doubt about our ability to continue as a going concern. These consolidated financial statements do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

Off Balance Sheet Arrangements

As of September 30, 2021, there were no off balance sheet arrangements.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations is based upon the accompanying financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America and are expressed in United States dollars. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements. 

Recently Issued Accounting Pronouncements

In August 2020, FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity; Own Equity (“ASU 2020-06”), as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Among other changes, the new guidance removes from GAAP separation models for convertible debt that require the convertible debt to be separated into a debt and equity component, unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial premium. As a result, after adopting the guidance, entities will no longer separately present such embedded conversion features in equity, and will instead account for the convertible debt wholly as debt. The new guidance also requires use of the “if-converted” method when calculating the dilutive impact of convertible debt on earnings per share, which is consistent with the Company’s current accounting treatment under the current guidance. The guidance is effective for financial statements issued  for  fiscal  years  beginning  after  December  15,  2021,  and  interim  periods  within  those  fiscal  years,  with  early  adoption permitted, but only at the beginning of the fiscal year. The Company is currently evaluating the impact the adoption of ASU 2020-06 will have on the Company’s financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company is not required to provide the information required by this Item.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2021. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2021, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of September 30, 2021, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting

Our company plans to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending December 31, 2021: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the nine months ended September 30, 2021 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 1A. Risk Factors

See risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2020 filed on April 15, 2021.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None

Item 6. Exhibits

Exhibit Number Description of Exhibit

31.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101** The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 formatted in Extensible Business Reporting Language (XBRL).

**Provided herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Skinvisible, Inc.

Date: November 19, 2021

By: /s/ Terry Howlett

Terry Howlett

Title: Chief Executive Officer, Chief Financial Officer and Director

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2. BASIS OF PRESENTATION AND GOING CONCERN (Policies)

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Going concern

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 nine months ended September 30, 2021, the Company had a net loss of $907,371. The Company has also incurred cumulative net losses of $35,607,779 since its inception and requires capital for its contemplated operational and marketing activities to take place. These factors, among others, raise  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. 

COVID-19 Pandemic

COVID-19 Pandemic

In December 2019, an outbreak of a novel strain of coronavirus originated in Wuhan, China (“COVID-19”) and has since spread worldwide, including to the Unites States, posing public health risks that have reached pandemic proportions (the “COVID-19 Pandemic”). The COVID-19 Pandemic poses a threat to the health and economic wellbeing of our employees, customers and vendors. Like most businesses world-wide, the COVID-19 Pandemic has impacted the Company financially; however, management cannot presently predict the scope and severity with which COVID-19 will impact our business, financial condition, results of operations and cash flows.

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3. SUMMARY OF SIGNIFICANT POLICIES (Policies)

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Principles of consolidation

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.

Use of estimates

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

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. As of September 30, 2021 and December 31, 2020 the Company had no cash equivalents.

Fair Value of financial instruments

Fair Value of financial instruments

The carrying value of cash, accounts payable and accrued expenses, and debt 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 $4,727,284 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.

Financial assets and liabilities measured at fair value on a recurring basis are summarized below as of September 30, 2021:

	Level 1		Level 2		Level 3		Total
Liabilities
Derivative Financial Instruments	$	—	$	—	$	111,224	$	111,224

As of September 30, 2021, the Company’s used the following assumptions to value the derivative liabilities using the for Binomial-Lattice valuation model. Stock price was $0.11, term 0.25 years, risk-free discount rate of 0.05% and volatility of 344.11%

The following table provides a summary of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments, measured at fair value on a recurring basis using significant unobservable inputs:

	Amount
Balance December 31, 2020	$	—
Derivative reclassified to additional paid in capital		(53,305)
Change in fair market value of derivative liabilities		164,529
Balance September 30, 2021	$	111,224

Revenue recognition

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. Revenue from royalty sales is recognized at the point of time in which sales occur which is determined by the receipt of royalty statements.

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. Revenue from distribution and license rights is recognized immediately meeting milestones and once collection is substantially probable.

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

Accounts receivable is comprised of uncollateralized customer obligations due under normal trade terms requiring payment within 30 days from the invoice date. The carrying amount of accounts receivable is reviewed periodically for collectability. If management determines that collection is unlikely, an allowance that reflects management’s best estimate of the amounts that will not be collected is recorded. Management reviews each accounts receivable balance that exceeds 30 days from the invoice date and, based on an assessment of creditworthiness, estimates the portion, if any, of the balance that will not be collected. As of September 30, 2021 and December 31, 2020, the Company had not recorded a reserve for doubtful accounts.

Intangible assets

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.

Stock-based compensation

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

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 nine months ending September 30, 2021 and 2020, since the effect of the assumed exercise of options and warrants to purchase common shares (common stock equivalents) would have an anti-dilutive effect. There are 30,689,400 additional shares issuable in connection with outstanding options, warrants, stock payable and convertible debts as of September 30, 2021.  The shares issuable under each instrument is as follows; 30,000 shares issuable for options, 40,000 shares issuable for warrants, and 30,619,400 shares issuable under convertible notes.

Recently issued accounting pronouncements

Recently issued accounting pronouncements

The Company has evaluated all other recent accounting pronouncements and believes that none of them will have a material effect on the Company's financial position, results of operations or cash flows.

In August 2020, FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity; Own Equity (“ASU 2020-06”), as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Among other changes, the new guidance removes from GAAP separation models for convertible debt that require the convertible debt to be separated into a debt and equity component, unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial premium. As a result, after adopting the guidance, entities will no longer separately present such embedded conversion features in equity, and will instead account for the convertible debt wholly as debt. The new guidance also requires use of the “if-converted” method when calculating the dilutive impact of convertible debt on earnings per share, which is consistent with the Company’s current accounting treatment under the current guidance. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted, but only at the beginning of the fiscal year. The Company is currently evaluating the impact the adoption of ASU 2020-06 will have on the Company’s financial statements

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3. SUMMARY OF SIGNIFICANT POLICIES (Tables)

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

3. SUMMARY OF SIGNIFICANT POLICIES - Fair Value of Financial Instruments

	Level 1		Level 2		Level 3		Total
Liabilities
Derivative Financial Instruments	$	—	$	—	$	111,224	$	111,224

3. SUMMARY OF SIGNIFICANT POLICIES - Fair Value of Drivative Asset

	Amount
Balance December 31, 2020	$	—
Derivative reclassified to additional paid in capital		(53,305)
Change in fair market value of derivative liabilities		164,529
Balance September 30, 2021	$	111,224

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5. RELATED PARTY TRANSACTIONS (Tables)

9 Months Ended

Sep. 30, 2021

Related Party Transactions [Abstract]

5. RELATED PARTY TRANSACTIONS - Schedule of Convertible Notes Payable Related Party

Convertible Notes Payable Related Party consists of the following:	September  30, 2021			December 31, 2020
On June 30, 2019, the Company renegotiated accrued salaries, accrued interest, unpaid reimbursements, cash advances, and outstanding convertible notes for its two officers. Under the terms of the agreements, all outstanding notes totaling $2,464,480, accrued interest of $966,203, accrued salaries of $617,915, accrued vacation of $64,423, unpaid reimbursements of $11,942 and cash advances of $110,245 were converted to promissory notes convertible into common stock with a warrant feature. During the three months ended September 30, 2021, the Company made a $15,000 payment toward the principal balance of the note. The convertible promissory notes are unsecured, due five years from issuance, and bear an interest rate of 10%. At the investor’s option until the repayment date, the note may be converted to shares of the Company’s common stock at a fixed price of $0.20 per share along with warrants to purchase one share for every two shares issued at the exercise price of $0.30 per share for three years after the conversion date.   The Company has determined the value associated with the beneficial conversion feature in connection with the notes to be $3,369,244. The aggregate beneficial conversion feature associated with these notes has been accreted and charged to interest expenses as a financing expense in the amount of $457,389 and $457,389 during the nine months ended September 30, 2021 and 2020, respectively.	$	4,220,209		$	4,235,209
Unamortized debt discount		(1,990,381	)		(2,447,770)
Total, net of unamortized discount	$	2,229,828		$	1,787,439

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7. CONVERTIBLE NOTES PAYABLE (Tables)

9 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

7. CONVERTIBLE NOTES PAYABLE - Schedule of Convertible Notes Payable

Convertible Notes Payable consists of the following:	September 30,		December 31,
	2021		2020
$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 notes have reached maturity and are now in default, under the notes default provisions the entire balance is now due upon demand. The Company evaluated the conversion feature of the note and concluded that it represents an embedded derivative. As of September 30, 2021, the fair value of the derivative is $28,703. The Company determined the derivative was immaterial as of December 31, 2020. The notes have reached maturity and are now in default, under the notes default provisions the entire balance is now due upon demand.		40,000		40,000
Original issue discount		—		—
Unamortized debt discount		—		—
Total, net of unamortized discount		40,000		40,000
On October 26, 2015 the Company issued a $135,000 face value 9% unsecured notes payable to investors, due October 26, 2017. After the first anniversary of the note, at the investor’s option until the repayment date, the note and related interest may be converted to shares of the Company’s common stock at a variable conversion price of 90% of the average trading price of the common stock during the five (5) trading day period ending on the latest complete trading day prior to the conversion date.. 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 note has reached maturity and is in default. The Company evaluated the conversion feature of the note and concluded that it represents an embedded derivative. During the three months ended June 30, 2021, the Company made payments of $50,000 on the balance of the note. The fair value of the embedded derivative associated with the payments was $43,305 and was recorded to additional paid in capital. As of September 30, 2021, the fair value of the derivative is $60,994. The Company determined the derivative was immaterial as of December 31, 2020. The note has reached maturity and is now in default, under the notes default provisions the entire balance is now due upon demand. During the nine months ended September 30, 2021, the Company entered into a settlement agreements to settle the note. As part of the settlement an initial payment of $50,000 was made on the principal balance of the note and all interest due through the date of settlement was forgiven. As of September 30, 2021, the Company has recorded a gain on settlement of the debt of $34,320 associated with the settlement and the note had a balance of $85,000 as of September 30, 2021.		85,000		135,000
Unamortized debt discount		—		—
Total, net of unamortized discount		85,000		135,000
On February 17, 2016, the Company entered into a convertible promissory note pursuant to which it borrowed $20,000. Interest under the convertible promissory note is 9% per annum, and the principal and all accrued but unpaid interest was due on February 17, 2018. The note is convertible at any time following 90 days after the issuance date at noteholders option into shares of our common stock at a variable conversion price of 90% of the average five day market price of our common stock during the 5 trading days prior to the notice of conversion, subject to adjustment as described in the note. The holder’s ability to convert the note, however, is limited in that it will not be permitted to convert any portion of the note if the number of shares of our common stock beneficially owned by the holder and its affiliates, together with the number of shares of our common stock issuable upon any full or partial conversion, would exceed 4.99% of the Company’s outstanding shares of common stock. The Company evaluated the conversion feature of the note and concluded that it represents an embedded derivative. As of September 30, 2021, the fair value of the derivative is $14,351. The Company determined the derivative was immaterial as of December 31, 2020. The notes have reached maturity and are now in default, under the notes default provisions the entire balance is now due upon demand.		20,000		20,000
Unamortized debt discount		—		—
Total, net of unamortized discount		20,000		20,000

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9. STOCK OPTIONS AND WARRANTS (Tables)

9 Months Ended

Sep. 30, 2021

Share-based Payment Arrangement [Abstract]

8. STOCK OPTIONS AND WARRANTS - Schedule of Option Summary

	Number of Shares			Weighted Average Exercise Price
Balance, December 31, 2020		100,000			1.51
Options granted and assumed		—			—
Options expired		(70,000	)		—
Options canceled		—			—
Options exercised		—			—
Balance, September 30, 2021		30,000			1.51

8. STOCK OPTIONS AND WARRANTS - Schedule of Warrant Summary

	Number of Shares			Weighted Average Exercise Price
Balance, December 31, 2020		60,000		$	1.11
Warrants granted and assumed		—			—
Warrants expired		(20,000	)		—
Warrants canceled		—			—
Warrants exercised		—			—
Balance, September 30, 2021		40,000		$	1.17

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1. DESCRIPTION OF BUSINESS AND HISTORY (Details Narrative)	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Entity Incorporation, Date of Incorporation	Mar. 06, 1998

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2. BASIS OF PRESENTATION AND GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended						9 Months Ended		271 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021
Accounting Policies [Abstract]
Net Income (Loss) Attributable to Parent	$ 203,352	$ 268,514	$ 435,505	$ 409,759	$ 312,793	$ 430,084	$ 907,371	$ 1,152,636	$ 35,607,779

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3. SUMMARY OF SIGNIFICANT POLICIES - Fair Value of Financial Instruments (Details)	Sep. 30, 2021 USD ($)
Level 1
Net Investment Income [Line Items]
Derivative Asset
Level 2
Net Investment Income [Line Items]
Derivative Asset
Level 3
Net Investment Income [Line Items]
Derivative Asset	111,224
Amount [Member]
Net Investment Income [Line Items]
Derivative Asset	$ 111,224

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3. SUMMARY OF SIGNIFICANT POLICIES - Fair Value of Drivative Asset (Details) - USD ($)	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Derivative Asset, Current	$ 111,224
Other Additional Capital	53,305
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Gain (Loss) Included in Earnings	$ 164,529

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3. SUMMARY OF SIGNIFICANT POLICIES (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021
Debt Instrument, Convertible, Carrying Amount of Equity Component		$ 4,727,284
Stock price	$ 0.11
Expected term	3 months
Risk-free internest rate	0.05%
Expected volatility	344.11%
Additional shares issuable	30,689,400
Options [Member]
Shares issuable	30,000
Warrants [Member]
Shares issuable	40,000
Convertible Notes [Member]
Shares issuable	30,619,400

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4. INTANGIBLE AND OTHER ASSETS (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	$ 157,750		$ 150,130
Accumulated Amortization	124,840		$ 111,596
Amortization Expense	$ 13,244	$ 23,973

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5. RELATED PARTY TRANSACTIONS - Schedule of Convertible Notes Payable Related Party (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2020
Related Party Transaction [Line Items]
Convertible Notes Payable, Value					$ 2,464,480
Accrued Interest			$ 288,772	$ 398,709	966,203
Accrued salaries					617,915
Accrued vacation					64,423
Unpaid reimbursements					11,942
Cash advances					$ 110,245
Conversion terms					The convertible promissory notes are unsecured, due five years from issuance, and bear an interest rate of 10%. At the investor’s option until the repayment date, the note may be converted to shares of the Company’s common stock at a fixed price of $0.20 per share along with warrants to purchase one share for every two shares issued at the exercise price of $0.30 per share for three years after the conversion date.
Convertible notes payable	$ 186,620		186,620			$ 148,599
Total, net of Unamortized Discount	165,455		165,455			203,476
Convertible Notes Related Party [Member]
Related Party Transaction [Line Items]
Beneficial conversion feature on convertible debt			3,369,244
Related Party Notes Payable One
Related Party Transaction [Line Items]
Convertible notes payable	4,220,209		4,220,209			4,235,209
Unamortized debt discount	1,990,381		1,990,381			2,447,770
Total, net of Unamortized Discount	2,229,828		$ 2,229,828			$ 1,787,439
Convertible Notes Payable [Member]
Related Party Transaction [Line Items]
Payments on convertible debt	15,000
Debt instrument, term			5 years
Debt instrument, interest rate					10.00%
Financing Expense	$ 457,389	$ 457,389

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5. RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Related Party Transactions [Abstract]
Officer Advanced	$ 0	$ 27,000
Repayment to officer	200	$ 15,300
Due to Officers	$ 52,299		$ 52,499

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7. CONVERTIBLE NOTES PAYABLE - Schedule of Convertible Notes Payable (Details) - USD ($)	3 Months Ended			9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2020	Jan. 27, 2017	Aug. 11, 2016	Feb. 17, 2016	Oct. 26, 2015
Short-term Debt [Line Items]
Convertible Notes Payable, Value			$ 2,464,480			$ 2,464,480
Convertible note payable	$ 186,620			$ 186,620			$ 148,599
Additional paid-in capital	30,294,394			30,294,394			30,241,089
Accrued Interest				288,772	$ 398,709	966,203
Accrued salaries			617,915			617,915
Accrued vacation			64,423			64,423
Interest Expense	294,216	$ 291,137		886,207	891,260
Total long-term convertible notes	155,000			155,000			220,000
Convertible Note 1
Short-term Debt [Line Items]
Convertible note payable	40,000			40,000			40,000
Original issue discount
Unamortized debt discount
Total Net of Unamortized Discount	40,000			40,000			40,000
Convertible Note 2
Short-term Debt [Line Items]
Convertible note payable	85,000			85,000			135,000
Unamortized debt discount
Total Net of Unamortized Discount	85,000			85,000			135,000
Convertible Note 3
Short-term Debt [Line Items]
Convertible note payable	20,000			20,000			20,000
Unamortized debt discount
Total Net of Unamortized Discount	20,000			20,000			20,000
Convertible Note 4
Short-term Debt [Line Items]
Convertible note payable							15,000
Unamortized debt discount
Total Net of Unamortized Discount							15,000
Convertible Note 5
Short-term Debt [Line Items]
Convertible note payable	10,000			10,000			10,000
Unamortized debt discount
Total Net of Unamortized Discount	10,000			10,000			10,000
Convertible Note 6
Short-term Debt [Line Items]
Convertible note payable	352,075			352,075			352,075
Unamortized debt discount	165,455			165,455			203,476
Total Net of Unamortized Discount	186,620			186,620			148,599
Total Comvertible Notes
Short-term Debt [Line Items]
Convertible note payable	341,620			341,620			368,599
Total Convertible Notes Current [Member]
Short-term Debt [Line Items]
Current portion:	155,000			155,000			220,000
Total Long Term Convertible Notes Current [Member]
Short-term Debt [Line Items]
Total long-term convertible notes	186,620			186,620			$ 148,599
Convertible Note One
Short-term Debt [Line Items]
Convertible Notes Payable, Value	$ 40,000			$ 40,000
Interest Rate	9.00%			9.00%
Discount Of Current Share Price	90.00%			90.00%
Fair value of the derivative	$ 28,703			$ 28,703
Convertible Note Two
Short-term Debt [Line Items]
Convertible Notes Payable, Value	85,000			85,000							$ 135,000
Discount Of Current Share Price											90.00%
Fair value of the derivative	60,994			60,994
Payments to Acquire Notes Receivable				50,000
Additional paid-in capital	43,305			43,305
Debtor Reorganization Items, Gain (Loss) on Settlement of Other Claims, Net				$ 34,320
Convertible Note 2
Short-term Debt [Line Items]
Due date for unpaid interest				Oct. 26, 2017
Payments to Acquire Notes Receivable	50,000
Convertible Note 3
Short-term Debt [Line Items]
Convertible Notes Payable, Value										$ 20,000
Interest Rate										9.00%
Discount Of Current Share Price										90.00%
Fair value of the derivative	14,351			$ 14,351
Due date for unpaid interest				Feb. 17, 2018
Conversion terms				The note is convertible at any time following 90 days after the issuance date at noteholders option into shares of our common stock at a variable conversion price of 90% of the average five day market price of our common stock during the 5 trading days prior to the notice of conversion, subject to adjustment as described in the note. The holder’s ability to convert the note, however, is limited in that it will not be permitted to convert any portion of the note if the number of shares of our common stock beneficially owned by the holder and its affiliates, together with the number of shares of our common stock issuable upon any full or partial conversion, would exceed 4.99% of the Company’s outstanding shares of common stock. The Company evaluated the conversion feature of the note and concluded that it represents an embedded derivative. As of September 30, 2021, the fair value of the derivative is $14,351. The Company determined the derivative was immaterial as of December 31, 2020. The notes have reached maturity and are now in default, under the notes default provisions the entire balance is now due upon demand.
Convertible Note Four
Short-term Debt [Line Items]
Convertible Notes Payable, Value									$ 15,000
Interest Rate									9.00%
Discount Of Current Share Price									90.00%
Payments to Acquire Notes Receivable				$ 15,000
Additional paid-in capital	10,000			10,000
Debtor Reorganization Items, Gain (Loss) on Settlement of Other Claims, Net				$ 3,832
Convertible Note 4
Short-term Debt [Line Items]
Conversion terms				The note is convertible into shares of our common stock at a variable conversion price of 90% of the average market price of our common stock during the 5 trading days prior to the notice of conversion, subject to adjustment as described in the note
Convertible Note Five
Short-term Debt [Line Items]
Convertible Notes Payable, Value								$ 10,000
Interest Rate								9.00%
Discount Of Current Share Price								90.00%
Fair value of the derivative	$ 7,176			$ 7,176
Convertible Note 5
Short-term Debt [Line Items]
Due date for unpaid interest				Jan. 27, 2019
Conversion terms				The note is convertible into shares of our common stock at a variable conversion price of 90% of the average market price of our common stock during the 5 trading days prior to the notice of conversion, subject to adjustment as described in the note
Convertible Note Six
Short-term Debt [Line Items]
Outstanding notes value			224,064			224,064
Accrued salaries			7,260			7,260
Accrued vacation			$ 1,473			$ 1,473
Convertible Note 6
Short-term Debt [Line Items]
Conversion terms			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
Accrued Interest			$ 119,278
Beneficial conversion feature on convertible debt				$ 280,076
Interest Expense				$ 38,201	$ 12,731

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6. NOTES PAYABLE (Details Narrative) - USD ($)	9 Months Ended	67 Months Ended
	Sep. 30, 2021	Dec. 31, 2018	Dec. 31, 2020
Short-term Debt [Line Items]
Loans Payable	$ 445,600		$ 552,000
Nineteen Notes Payable
Short-term Debt [Line Items]
Notes payable, interest rate		9.00%
Notes payable, proceeds		$ 552,000
Debtor Reorganization Items, Gain (Loss) on Settlement of Other Claims, Net	64,673
Debt settlement of principal	41,400
Past Due [Member]
Short-term Debt [Line Items]
Loans Payable	$ 445,600

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8. COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended		9 Months Ended		23 Months Ended
	Jun. 10, 2020	Oct. 17, 2019	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
License fee		$ 1,000,000
Percent payment due to avoid termination of license agreement					50.00%
[custom:LicenseFeeAgreementTerms]					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 (USO $1,000,000) (''License Fee''). To date, Licensee has paid three hundred ninety-two thousand five hundred US dollars (USD $392,500) of this fee as part of the First Half Payment of the License Fee, $125,000 of which was paid in the year ending December 31, 2020 and $375,000 in the nine months ended September 30, 2021. The balance due of the First Half Payment is one hundred seven thousand five hundred US dollars (USD $107,500) which was received on July 7, 2021. A further payment of two hundred and fifty thousand dollars ($250,000) is due no later than ten (10) business days after receipt by Licensee of additional funding from Altium Capital which coincides with the approval from the SEC on Quoin’s merger with a NASDAQ listed company. On October 28, 2021 Quoin completed a merger with Cellect Biotechnology, Ltd. and completed a securities purchase agreement with Altium Capital. The remaining balance of two hundred and fifty thousand dollars ($250,000) will be paid on December 31, 2021.
[custom:LicenseRevenues]			$ 107,500		$ 375,000		$ 510,800
[custom:LicenseRevenues2]					$ 385,800
Payments for assignment rights	$ 100,000

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8. STOCK OPTIONS AND WARRANTS - Schedule of Option Summary (Details) - $ / shares	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Offsetting Assets [Line Items]
Balance, number of shares	30,000	100,000
Options granted and assumed, number of shares
Options granted and assumed, weighted average exercise price
Options expired, number of shares	70,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period
Excercise Price One [Member]
Offsetting Assets [Line Items]
Balance, weighted average exercise price		$ 1.51
Option Exercise [Member]
Offsetting Assets [Line Items]
Options expired, weighted average exercise price
Option Cancelled Weighted Average [Member]
Offsetting Assets [Line Items]
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price
Excercise Price Two [Member]
Offsetting Assets [Line Items]
Balance, weighted average exercise price		$ 1.51

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8. STOCK OPTIONS AND WARRANTS - Schedule of Warrant Summary (Details) - $ / shares	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Offsetting Assets [Line Items]
Balance, number of shares	40,000	60,000
Balance, weighted average exercise price	$ 1.17	$ 1.11
Warrants granted, number of shares
Warrants granted, weighted average exercise price
Warrants expired, number of shares	20,000
Warrants cancelled , number of shares
Warrants cancelled, weighted average exercise price
Warrants exercised, number of shares
Warrants exercised, weighted average exercise price
Warrants Expired [Member]
Offsetting Assets [Line Items]
Warrants expired, weighted average exercise price

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10. STOCKHOLDERS’ DEFICIT (Details Narrative) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Equity [Abstract]
Common Stock, Shares Authorized	200,000,000	200,000,000
Common Stock, Par Value	$ 0.001	$ 0.001
Common stock, shares issued	4,539,843	4,539,843
Common stock, shares outstanding	4,539,843	4,539,843