10-K 1 skin_201210k4.htm ANNUAL REPORT ON FORM 10K FOR THE YEAR ENDED DECEMBER 31, 2012 UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K


[X]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2012


OR

[   ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND

EXCHANGE ACT OF 1934

For transition period ___ to ____



Commission file number: 000-30991


SKINOVATION PHARMACEUTICAL INCORPORATED

(Exact name of registrant as specified in its charter)

Nevada                                                                                    

(State or other jurisdiction of incorporation or organization)

87-0458170                                        

(I.R.S. Employer Identification No.)

 2157 S. Lincoln Street, Salt Lake City, Utah

(Address of principal executive offices)

84106         

(Zip Code)


Registrant’s telephone number, including area code:  (801) 323-2395


Securities registered under Section 12(b) of the Act:  None


Securities registered under Section 12(g) of the Act:  Common Stock


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.        Yes [   ]   No [X]


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.       Yes [   ]   No [X]


Indicate by check mark whether the registrant (1) 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 [X]    No [  ]


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).   Yes  [X]   No [  ]  The registrant does not have a Web site.


Indicate by check mark if disclosure of delinquent filers pursuant to item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.      [X]




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

Large accelerated filer [  ]

Non-accelerated filer   [  ]

Accelerated filed [  ]

Smaller reporting company [X]


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

Yes [X]   No [   ]


The registrant did not have an active trading market for its common stock as of the last business day of its most recently completed second fiscal quarter; therefore, an aggregate market value of shares of voting and non-voting common equity held by non-affiliates cannot be determined.


The number of shares outstanding of the registrant’s common stock as of March 19, 2013, was 708,000.


Documents incorporated by reference:  None






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TABLE OF CONTENTS


PART I

Item 1.  Business

4

Item 1A.  Risk Factors

 9

Item 2.  Properties

10

Item 3.  Legal Proceedings

10

Item 4.  Mine Safety Disclosure

10


PART II

Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters

              and Issuer Purchases of Equity Securities

11

Item 6.  Selected Financial Data

11

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

11

Item 8.  Financial Statements and Supplementary Data

14

Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

26

Item 9A.  Controls and Procedures

26

Item 9B.  Other Information

26


PART III

Item 10.  Directors, Executive Officers and Corporate Governance

27

Item 11.  Executive Compensation

28

Item 12.  Security Ownership of Certain Beneficial Owners and Management

                 and Related Stockholder Matters

28

Item 13.  Certain Relationships and Related Transactions, and Director Independence

29

Item 14.  Principal Accounting Fees and Services

29


PART IV

Item 15.  Exhibits, Financial Statement Schedules

30

Signatures

32






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In this annual report references to “Skinovation,” “we,” “us,” “our” and “the Company” refer to Skinovation Pharmaceutical Incorporated.


FORWARD LOOKING STATEMENTS


The U. S. Securities and Exchange Commission (“SEC”) encourages companies to disclose forward-looking information so that investors can better understand future prospects and make informed investment decisions.  This report contains these types of statements.  Words such as “may,” “expect,” “believe,” “anticipate,” “estimate,” “project,” or “continue” or comparable terminology used in connection with any discussion of future operating results or financial performance identify forward-looking statements.  You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report.  All forward-looking statements reflect our present expectation of future events and are subject to a number of important factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.



PART I


ITEM 1.  BUSINESS


Historical Development


The company was originally incorporated in the state of Nevada on January 15, 1988, as Data Financial Corporation.  On August 5, 1992, Data Financial changed its name to Skinovation Pharmaceutical Incorporated when it began operations as a licensee for pharmaceutical products; however, that operation ceased in 1993.


Emerging Growth Company


We qualify as an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:


A requirement to have only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations;


Exemption from the auditor attestation requirement in the assessment of the emerging growth company’s internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002;


Reduced disclosure about the emerging growth company’s executive compensation arrangements; and


No non-binding advisory votes on executive compensation or golden parachute arrangements.


We have already taken advantage of these reduced reporting burdens in this report, which are also available to us as a smaller reporting company as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).


In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), for complying with new or revised accounting standards. We have elected to use the extended transition period and therefore our financial statements may not be comparable to companies that comply with public company accounting standard effective dates.





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We could remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the

first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.


For more details regarding this exemption, see “Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies,” below.


Our Business Plan


Our business plan is to seek, investigate, and, if warranted, acquire an interest in a business opportunity.  Our acquisition of a business opportunity may be made by merger, exchange of stock, or otherwise.  We have very limited sources of capital, and we probably will only be able to take advantage of one business opportunity.  As of the date of this filing we have not identified any business opportunity that we plan to pursue, nor have we reached any preliminary or definitive agreements or understandings with any person concerning an acquisition or merger.


The current economy creates more challenges for the success of our business plan.  With the general lack of investor confidence and the uncertainty related to the future global economy, management believes that equity investments and transactions may be less attractive then they have been in the past.  However, management believes that it is possible, if not probable, for a company like ours, without many assets or liabilities, to negotiate a merger or acquisition with a viable private company.  The opportunity arises principally because of the expensive legal and accounting fees and the length of time associated with the registration process of “going public.”  But if the global economy fails to grow, then it is very possible that there would be little or no economic value for another company to enter into a transaction with Skinovation.  


Our search for a business opportunity will not be limited to any particular geographical area or industry and includes both U.S. and international companies.  Our management has unrestricted discretion in seeking and participating in a business opportunity, subject to the availability of such opportunities, economic conditions and other factors.  Our management believes that companies who desire a public market to enhance liquidity for current stockholders, or plan to acquire additional assets through issuance of securities rather than for cash, will be potential merger or acquisition candidates.  


The selection of a business opportunity in which to participate is complex and extremely risky and will be made by management in the exercise of their business judgment.  Our activities are subject to several significant risks which arise primarily as a result of the fact that we have no operating business and may acquire or participate in a business opportunity based on the decision of management which will, in all probability, act without consent, vote, or approval of our stockholders.  We cannot assure you that we will be able to identify and merge with or acquire any business opportunity which will ultimately prove to be beneficial to Skinovation and our stockholders.  Should a merger or acquisition prove unsuccessful, it is possible management may decide not to pursue further acquisition activities and management may abandon our search and we may become dormant or be dissolved.


It is possible that the range of business opportunities that might be available for consideration by us could be limited by the fact that our common stock is cleared to be listed to trade on the OTC Bulletin Board, however, there is no public trading on any market.  We cannot assure you that a market will develop or that a stockholder will be able to liquidate his/her/its investments without considerable delay, if at all.  If a market develops, our shares will likely be subject to the rules of the Penny Stock Suitability Reform Act of 1990.  The liquidity of penny stock is affected by specific disclosure procedures required by those rules to be followed by all broker-dealers, including but not limited to, determining the suitability of the stock for a particular customer, and obtaining a written agreement from the customer to purchase the stock.  This rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell our securities in any market.





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Investigation and Selection of Business Opportunities


We anticipate that business opportunities will come to our attention from various sources, including our officers and directors, our stockholders, professional advisors, such as attorneys and accountants, securities broker-dealers, investment banking firms, venture capitalists, members of the financial community and others who may present unsolicited proposals.  Management expects that prior personal and business relationships may lead to contacts with these various sources.


We expect that our due diligence will encompass, among other things, meetings with the target business’s incumbent management and inspection of its facilities, as necessary, as well as a review of financial and other information which is made available to our management.  This due diligence review may be conducted either by our management or by unaffiliated third parties we may engage.  Our limited funds and the lack of full-time management will likely make it impracticable to conduct a complete and exhaustive investigation and analysis of a target business before we consummate a business combination.  We anticipate that we will rely upon funds provided by advances and/or loans from management and significant stockholders to conduct investigation and analysis of any potential target companies or businesses.  We may also rely upon the issuance of our common stock in lieu of cash payments for services or expenses related to any analysis.  Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys and the like which, if we had more funds available to us, would be desirable.  We will be particularly dependent in making decisions upon information provided by the promoters, owners, sponsors or other persons associated with the target business seeking our participation.


Our management will analyze the business opportunities; however, none of our management are professional business analysts.  (See Part III, Item 10, below.)  Our management has had limited experience with mergers and acquisitions of business opportunities and has not been involved with an initial public offering.  Due to management’s limited experience with mergers and acquisitions, they may rely on principal stockholders or associates, or promoters or their affiliates to assist in the investigation and selection of business opportunities.  


Certain conflicts of interest exist or may develop between us and our executive officers and directors.  They have other business interests to which they currently devote attention, which include their primary employment, and Ms. Ball holds management positions with another development stage reporting company seeking business opportunities. (See Part III, Item 10, below.)   Our management may be expected to continue to devote their attention to these other business interests although management time should be devoted to our business.  As a result, conflicts of interest may arise that can be resolved only through their exercise of judgment in a manner which is consistent with their fiduciary duties to us.


A decision to participate in a specific business opportunity may be made upon our management’s analysis of:

the quality of the business opportunity’s management and personnel,

the anticipated acceptability of its new products or marketing concept,

the merit of its technological changes,

the perceived benefit that it will derive from becoming a publicly held entity, and

numerous other factors which are difficult, if not impossible, to analyze through the application of any objective criteria.  


No one factor described above will be controlling in the selection of a business opportunity.  Management will attempt to analyze all factors appropriate to each opportunity and make a determination based upon reasonable investigative measures and available data.  Potential business opportunities may occur in many different industries and at various stages of development.  Thus, the task of comparative investigation and analysis of such business opportunities will be extremely difficult and complex.  Potential investors must recognize that because of our limited capital available for investigation and management’s limited experience in business analysis, we may not discover or adequately evaluate adverse facts about the business opportunity to be acquired.





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In many instances, we anticipate that the historical operations of a specific business opportunity may not necessarily be indicative of the potential for the future because of the possible need to substantially shift marketing approaches, significantly expand operations, change product emphasis, change or substantially augment management, or make other changes.  We will be dependent upon the owners of a business opportunity to identify any such problems which may exist and to implement, or be primarily responsible for, the implementation of required changes.


Form of Acquisition


We cannot predict the manner in which we may participate in a business opportunity.  Specific business opportunities will be reviewed as well as our needs and desires and those of the promoters of the opportunity.  The legal structure or method deemed by management to be suitable will be selected based upon our review and our relative negotiating strength.  Such methods may include, but are not limited to, leases, purchase and sale agreements, licenses, joint ventures and other contractual arrangements.  We may act directly or indirectly through an interest in a partnership, corporation or other forms of organization.  We may be required to merge, consolidate or reorganize with other corporations or forms of business organizations. In addition, our present management and stockholders most likely will not have control of a majority of our voting shares following a merger or reorganization transaction.  As part of such a transaction, our existing directors may resign and new directors may be appointed without any vote by our stockholders.


We likely will acquire our participation in a business opportunity through the issuance of common stock or other securities.  Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called "tax free" reorganization under Section 368(a) (1) of the Internal Revenue Code of 1986, as amended (the "Code") depends upon whether the owners of the acquired business own 80% or more of the voting stock of the surviving entity.  If a transaction were structured to take advantage of these provisions rather than other "tax free" provisions provided under the Code, all prior stockholders would in that circumstance retain 20% or less of the total issued and outstanding shares of the surviving entity.  Under other circumstances, depending upon the relative negotiating strength of the parties, prior stockholders may retain substantially less than 20% of the total issued and outstanding shares of the surviving entity. This could result in substantial additional dilution to the equity of those persons who were our stockholders prior to such reorganization.


In the case of an acquisition, the transaction may be accomplished upon the sole determination of management without any vote or approval by stockholders.  In the case of a statutory merger or consolidation directly involving the Company, it will likely be necessary to call a stockholders' meeting and obtain the approval of the holders of a majority of the outstanding securities.  The necessity to obtain such stockholder approval may result in delay and additional expense in the consummation of any proposed transaction and will also give rise to certain appraisal rights to dissenting stockholders.  Most likely, management will seek to structure any such transaction so as not to require stockholder approval.


The time and costs required to select and evaluate a target business and to structure and complete a business combination cannot presently be ascertained with any degree of certainty.  Any costs incurred with respect to the indemnification and evaluation of a prospective business combination that is not ultimately completed may result in a loss to the Company.  Also, fees may be paid in connection with the completion of all types of acquisitions, reorganizations or mergers.  These fees are usually used to pay legal costs, accounting costs, finder’s fees, consultant’s fees and other related expenses.  In the event that any such fees are paid, they may become a factor in negotiations regarding any potential acquisition or merger by us.  We have no present arrangements or understandings respecting any of these types of fees.


Significant stockholders may actively negotiate or otherwise consent to the purchase of all or any portion of their common stock as a condition to, or in connection with, a proposed reorganization, merger or acquisition.  It is not anticipated that any such opportunity will be afforded to other stockholders or that such other stockholders will be afforded the opportunity to approve or consent to any particular stock buy-out transaction.  We have not adopted




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any procedures or policies for the review, approval or ratification of any related party transactions.  It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others.  If a decision is made not to participate in a specific business opportunity, the costs incurred in the related investigation might not be recoverable.  Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in the loss to the Company of the related costs incurred.


In the event we merge or acquire a business opportunity, the successor company will be subject to our reporting obligations.  This is commonly referred to as a “back door registration.”  A back door registration occurs when a non-reporting company becomes the successor of a reporting company by merger, consolidation, exchange of securities, acquisition of assets or otherwise.  This type of event requires the successor company to file a current report with the SEC which provides the same kind of information about the company to be acquired that would appear in a registration statement, including audited and pro forma financial statements.  This regulation may eliminate many of the perceived advantages of these types of transactions.   Accordingly, we may incur additional expense to conduct due diligence and present the required information for the business opportunity in any report. Also, the SEC may elect to conduct a full review of the successor company and may issue substantive comments on the sufficiency of disclosure related to the company to be acquired.


In addition, regulations also deny the use of Form S-8 for the registration of securities of a shell company, and limit the use of Form S-8 to a reorganized shell company until the expiration of 60 days from when any such entity is no longer considered to be a shell company.  This prohibition could further restrict opportunities for the Company to acquire companies that may already have stock option plans in place that cover numerous employees.  In such an instance, there may be no exemption from registration for the issuance of securities in any business combination to these employees, thereby necessitating the filing of a registration statement with the SEC to complete any such reorganization, and incurring the time and expense costs that are normally avoided by “back door” registrations.


Competition


We expect to encounter substantial competition in our effort to locate attractive business opportunities.  Business development companies, venture capital partnerships and corporations, venture capital affiliates of large industrial and financial companies, small investment companies, and wealthy individuals will be our primary competition. Many of these entities will have significantly greater experience, resources and managerial capabilities than we do and will be in a better position than we are to obtain access to attractive business opportunities.  We also will experience competition from other reporting development stage companies, many of which may have more funds available for such transactions.


Effect of Existing or Probable Governmental Regulations on Business


The SEC is currently formulating rules and regulations required by the Dodd-Frank Wall Street Reform and Consumer Protection Act that became effective July 21, 2010.  This Act has changed legal requirements for the purchase and sale of securities and has authorized the SEC to propose new regulations to satisfy the requirements of this Act.  As of the date of this report, the SEC is moving forward with new rule proposals and as a reporting company we will be subject to any new regulations promulgated under the Securities Act or Exchange Act.  


We are subject to the Sarbanes-Oxley Act of 2002.  This Act creates a strong and independent accounting oversight board to oversee the conduct of auditors, of public companies and to strengthen auditor independence.  It also requires steps to enhance the direct responsibility of senior members of management for financial reporting and for the quality of financial disclosures made by public companies; establishes clear statutory rules to limit, and to expose to public view, possible conflicts of interest affecting securities analysts; creates guidelines for audit committee members’ appointment, and compensation and oversight of the work of public companies’ auditors; prohibits certain insider trading during pension fund blackout periods; and establishes a federal crime of securities fraud, among other provisions.




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We are subject to the Exchange Act of 1934 and are required to file annual reports on Form 10-K and quarterly reports on Form 10-Q with the SEC on a regular basis, and will be required to timely disclose certain material events (e.g., changes in corporate control; acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business; and bankruptcy) in a Current Report on Form 8-K.  We are also subject to Section 14(a) of the Exchange Act which requires the Company to comply with the rules and regulations of the SEC regarding proxy solicitations, as outlined in Regulation 14A.  Matters submitted to our stockholders at a special or annual meeting of stockholders or pursuant to a written consent will require us to provide our stockholders with the information outlined in Schedules 14A or 14C of Regulation 14A; preliminary copies of this information must be submitted to the SEC at least 10 days prior to the date that definitive copies of this information are forwarded to our stockholders.


If we acquire a “non-reporting issuer” under the Exchange Act, we will be subject to the “back-door registration” requirements of the SEC that will require us to file a Current Report on Form 8-K that will include all information about such “non-reporting issuer” as would have been required to be filed by that entity had it filed a Form 10 Registration Statement with the SEC.  


Research and Development and Environmental Compliance


During the year ended December 31, 2012, we have not spent any funds on research and development.  Nor have we recognized any costs related to compliance with environmental laws.


Employees


We currently have no employees.  Our management expects to confer with consultants, attorneys and accountants as necessary.  We do not anticipate a need to engage any full-time employees so long as we are seeking and evaluating business opportunities.  We will determine the need for employees based upon a specific business opportunity, if any.



ITEM 1A.  RISK FACTORS


Our auditors have issued a going concern opinion.


At December 31, 2012, we had negative working capital of $110,853 and had accumulated losses of $136,709 since inception. Our auditors have issued a going concern opinion. We do not anticipate that we will have reoccurring revenues until we acquire or merge with a business opportunity. Accordingly, there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital. Accordingly, we must raise cash from sources other than operations. Our only other source for cash at this time is advances or investments by others in our Company. We must obtain a business opportunity to support our operations.


We have minimal assets and no source of revenue.


We have minimal assets and have had no revenues since inception.  We will not receive revenues until we select an industry in which to commence business or complete an acquisition, reorganization or merger.  We can provide no assurance that any selected or acquired business will produce any material revenues for the Company or our stockholders, or that any such business will operate on a profitable basis.


We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a merger or other business combination with a private company.  This may result in our incurring a net operating loss that will increase unless we consummate a business combination with a profitable business.  We cannot assure you that we can identify a suitable business opportunity and consummate a business combination, or that any such business will be profitable at the time of its acquisition by the Company or ever.




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There can be no assurance that we will successfully consummate a business combination.


We can give no assurances that we will successfully identify and evaluate suitable business opportunities or that we will conclude a business combination.  Management has not identified any particular industry or specific business within an industry for evaluation.  We cannot guarantee that we will be able to negotiate a business combination on favorable terms.  At the date of this filing, we have no arrangement, agreement or understanding with respect to engaging in a merger with, joint venture with, or acquisition of, a private or public entity.  No assurances can be given that we will successfully identify and evaluate suitable business opportunities or that we will conclude a business combination.  


There is currently no trading market for our common stock, and liquidity of shares of our common stock is limited.


Our shares of common stock are not registered under the securities laws of any state or other jurisdiction.  Our common stock is cleared for listing on the OTC Bulletin Board, but is not trading as of the date of this report. Accordingly, there is no public trading market for our common stock.  Further, no public trading market is expected to develop in the foreseeable future unless and until we complete a business combination with an operating business or the Company files and obtains effectiveness of a registration statement under the Securities Act of 1933, as amended (the “Securities Act”).  Therefore, outstanding shares of common stock cannot be offered, sold, pledged or otherwise transferred unless subsequently registered pursuant to, or exempt from registration under, the Securities Act and any other applicable federal or state securities laws or regulations.  


Since we are a shell company as defined in subparagraph (i) of Rule 144, our shares of common stock cannot be publicly resold under Rule 144.  Any “restricted securities” issued by the Company while we are a shell company cannot be publicly sold for at least one year from the date when we file Form 10 information regarding the business opportunity involved in any acquisition, reorganization or merger that results in the Company no longer being considered a shell company.  In addition we must have filed all reports and other materials required to be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months.  


Compliance with the criteria for securing exemptions under federal securities laws and the securities laws of the various states is extremely complex, especially in respect of those exemptions affording flexibility and the elimination of trading restrictions in respect of securities received in exempt transactions and subsequently disposed of without registration under the Securities Act or state securities laws.



ITEM 2.  PROPERTIES


We do not currently own or lease any property.  Until we pursue a viable business opportunity and recognize income we will not seek office space.



ITEM 3.  LEGAL PROCEEDINGS


We are not a party to any legal proceedings as of the date of this filing.



ITEM 4.  MINE SAFETY DISCLOSURE


Not applicable to our operations.







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PART II


ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES


Market Information


In 2009 our common stock was cleared for listing on the OTC Bulletin Board under the symbol “SKIN”.  As of the date of this filing there has not been any trading activity in our common stock.


Our shares of common stock are subject to Section 15(g) and Rule 15g-9 of the Securities and Exchange Act, commonly referred to as the “penny stock” rule.  The rule defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions.  These rules may restrict the ability of broker-dealers to trade or maintain a market in our common stock and may affect the ability of stockholders to sell their shares.  Broker-dealers who sell penny stocks to persons other than established customers and accredited investors must make a special suitability determination for the purchase of the security.  Accredited investors, in general, include individuals with assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together with their spouse, and certain institutional investors.  The rules require the broker-dealer to receive the purchaser’s written consent to the transaction prior to the purchase and require the broker-dealer to deliver a risk disclosure document relating to the penny stock prior to the first transaction.  A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, and current quotations for the security.  Finally, monthly statements must be sent to customers disclosing recent price information for the penny stocks.

 

Holders and Dividends


According to our transfer agent, Standard Registrar & Transfer Co., Inc., located in Draper, Utah, we had 306 stockholders of record of our common stock as of March 19, 2013.  We have not declared dividends on our common stock and do not anticipate paying dividends on our common stock in the foreseeable future.


Recent Sales of Unregistered Securities


None.


Issuer Purchase of Securities


None.



ITEM 6.  SELECTED FINANCIAL DATA


Not applicable to smaller reporting companies.



ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Executive Overview


We are a development stage company and we did not record revenues prior to 2012.  We have recorded non-recurring revenues at September 30, 2012 related to business development consulting services provided to another company during early 2012.  At December 31, 2012, we had $115 cash and had total liabilities of $110,968.  We are dependent upon financing to continue basic operations.  Management intends to rely upon advances or loans




11




from management, significant stockholders or third parties to meet our cash requirements, but we have not entered into written agreements guaranteeing funds and, therefore, no one is obligated to provide funds to us in the future. These factors raise doubt as to our ability to continue as a going concern.  Our plan is to combine with an operating company to generate revenue.  


Our management has not had any preliminary contact or discussions with any representative of any other entity regarding a business combination with us.  Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings.  In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies.  In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.


We anticipate that the selection of a business opportunity will be complex and extremely risky.  Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking the perceived benefits of becoming a publicly traded corporation.  Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of securities.  Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.


Management anticipates that the weakened global economy will restrict the number of business opportunities available to us and will restrict the cash available for such transactions.  There can be no assurance in the current economy that we will be able to acquire an interest in an operating company.


If we obtain a business opportunity, then it may be necessary to raise additional capital.  We likely will sell our common stock to raise this additional capital.  We anticipate that we would issue such stock pursuant to exemptions to the registration requirements provided by federal and state securities laws.  The purchasers and manner of issuance will be determined according to our financial needs and the available exemptions to the registration requirements of the Securities Act of 1933.  We do not currently intend to make a public offering of our stock.  We also note that if we issue more shares of our common stock, then our stockholders may experience dilution in the value per share of their common stock.


Liquidity and Capital Resources


During 2012 we recorded non-recurring revenues related to consulting services provided to NH Pharmaceutical, a Chinese company; however, prior to 2012 we had not recorded revenues from operations since inception.  Despite these revenues we have not established an ongoing source of revenue sufficient to cover our operating costs and we expect to rely upon third parties to pay for our operating expenses.  At December 31, 2012 we had $115 in cash compared to $348 at December 31, 2011.  Our total liabilities decreased to $110,968 at December 31, 2012 from $112,128 at December 31, 2011 primarily due to the payment of outstanding third party loans of approximately $35,000, and increases of payables of approximately $34,000 for cash advances, consulting services and professional services provided by or paid for by a third party.


We intend to obtain capital from management, significant stockholders and third parties to cover minimal operations; however, there is no assurance that additional funding will be available.  Our ability to continue as a going concern during the long term is dependent upon our ability to find a suitable business opportunity and acquire or enter into a merger with such company.  The type of business opportunity with which we acquire or merge will affect our profitability for the long term.  





12




During the next 12 months we anticipate incurring additional costs related to the filing of Exchange Act reports.  We believe we will be able to meet these costs through advances and loans provided by management, significant stockholders or third parties.  We may also rely on the issuance of our common stock in lieu of cash to convert debt or pay for expenses.  

 

Results of Operations


During 2011 we did not record revenues, but we recorded non-recurring revenues of $40,977 related to consulting services provided to another company during the 2012 third quarter.  General and administrative expense increased from $24,923 for 2011 to $33,330 for 2012.  The increases in general and administrative expense in 2012 primarily reflect $14,700 in consulting fees and administrative and professional services and other expenses paid on our behalf by third parties.   


Total other expense decreased slightly in 2012 as compared to 2011 as a result of decreased interest on outstanding loans which were paid during 2012.  


Due to non-recurring revenues in the 2012 third quarter, we recorded net income of $927 for 2012 compared to a net loss of $31,701 for 2011.  Despite the non-recurring revenues during the 2012 third quarter, management expects net losses to continue until we acquire or merge with a business opportunity.


Obligations


During the first quarter 2012 we borrowed $10,000 from third parties to fund our operations.  These loans are unsecured, bear interest of 8% and are due upon demand.  During the third quarter of 2012 we paid $34,855 toward outstanding loans provided to us by a third party, reducing the outstanding amount.  However, at December 31, 2012 we have outstanding loans totaling $79,671.  


At December 31, 2011 we had recorded current liabilities of $112,128 representing accounts payable to third parties and loans, along with accrued interest.  Of this amount, $18,600 represented consulting services provided by a third party and $80,926 represented services received and cash advances received from unrelated parties as of December 31, 2010 which were converted to loans effective January 1, 2011.  The loans are non-collateralized, carry interest at 8% and are due on demand.  


Off-Balance Sheet Arrangements


We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.


Critical Accounting Policies


We qualify as an “emerging growth company” under the recently enacted JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, among other things, we will not be required to:


Have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;


Submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency”


Obtain shareholder approval of any golden parachute payments not previously approved; and





13




Disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executives compensation to median employee compensation.


In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.


We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion; (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.



ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA




SKINOVATION PHARMACEUTICAL INCORPORATED


(A Development Stage Company)


Financial Statements


December 31, 2012 and 2011



INDEX


Report of Independent Registered Public Accounting Firm

15


Balance Sheets

16


Statements of Operations

17


Statements of Stockholders’ Deficit

 18


Statements of Cash Flows

20


Notes to the Financial Statements

21

 




14




Morrill & Associates, LLC

Certified Public Accountants

1448 North 2000 West, Suite 3

Clinton, Utah 84015

801-820-6233 Phone; 801-820-6628 Fax


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders

Skinovation Pharmaceutical, Inc. (A Development Stage Company)

Salt Lake City, Utah


We have audited the accompanying balance sheets of Skinovation Pharmaceutical, Inc. (a development stage company) as of December 31, 2012 and 2011 and the related statements of operations, stockholders’ deficit and cash flows for the years then ended and for the period from inception on January 15, 1988 through December 31, 2012. These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.


We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.


In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Skinovation Pharmaceutical, Inc. (a development stage company) as of December 31, 2012 and 2011 and the results of its operations and cash flows for the years ended December 31, 2012 and 2011 and for the period from inception on January 15, 1988 through December 31, 2012 in conformity with generally accepted accounting principles in the United States of America.


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  The Company has suffered recurring losses and has no operations which raise substantial doubt about its ability to continue as a going concern.  Management’s plans in regard to these matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


/s/ Morrill & Associates


Morrill & Associates

Clinton, Utah 84015

March 20, 2013





15




Skinovation Pharmaceutical Incorporated

(A Development Stage Company)

Balance Sheets



 

 

 

 

 

 

 

 

 

 

DEC 31, 2012

 

DEC 31, 2011

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

     Current Assets

 

 

 

 

 

 

          Cash

$

115

$

348

 

 

            Total Current Assets

 

115

 

348

 

 

            Total Assets

$

115

$

348

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

     Current Liabilities

 

 

 

 

 

 

          Accounts payable

$

22,944

$

19,424

 

 

          Loans

 

79,671

 

85,926

 

 

          Accrued interest

 

8,353

 

6,778

 

 

            Total Current Liabilities

 

110,968

 

112,128

 

 

            Total Liabilities

 

110,968

 

112,128

 

 

     Stockholders' Deficit

 

 

 

 

 

 

           Preferred stock, $.001 par value; 25,000,000 shares

             authorized; 0 shares issued and outstanding

 

0

 

0

 

 

           Common stock, $.001 par value; 50,000,000 shares

              authorized; 708,000 shares issued and outstanding

 

708

 

708

 

 

           Additional paid in capital

 

25,148

 

25,148

 

 

           Deficit accumulated during the development stage

 

(136,709)

 

(137,636)

 

 

             Total Stockholders' Deficit

 

(110,853)

 

(111,780)

 

 

           Total Liabilities and Stockholders' Deficit

$

115

$

348

 




The accompanying notes are an integral part of these financial statements




16




 

Skinovation Pharmaceutical Incorporated

(A Development Stage Company)

Statements of Operations


 

 

 

 

 

 

 

 

 

 

 

FOR THE YEAR ENDED

DEC 31, 2012

 

FOR THE YEAR ENDED

DEC 31, 2011

 

FROM INCEPTION ON JAN 15, 1988 TO

DEC 31, 2012

 

 

 

 

 

 

 

 

REVENUES

$

40,977

$

0

$

40,977

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

     General and administrative

 

33,330

 

24,923

 

153,188

 

     TOTAL EXPENSES

 

33,330

 

24,923

 

153,188

 

 

 

 

 

 

 

 

 

INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE OTHER EXPENSE

 

7,647

 

(24,923)

 

(112,211)

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

    Interest expense

 

6,720

 

6,778

 

13,498

 

    Total other income (expense)

 

(6,720)

 

(6,778)

 

(13,498)

 

 

 

 

 

 

 

 

 

INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES

 

927

 

(31,701)

 

(125,709)

 

 

 

 

 

 

 

 

 

INCOME TAXES

 

0

 

0

 

0

 

 

 

 

 

 

 

 

 

INCOME (LOSS) FROM CONTINUING OPERATIONS

 

927

 

(31,701)

 

(125,709)

 

 

 

 

 

 

 

 

 

DISCONTINUED OPERATIONS

 

 

 

 

 

 

 

     Loss from discontinued operations

 

0

 

0

 

(11,000)

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS)

$

927

$

(31,701)

$

(136,709)

 

 

 

 

 

 

 

 

 

Basic and diluted net income (loss) per share

$

0.00

$

(0.04)

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

708,000

 

708,000

 

 



The accompanying notes are an integral part of these financial statements.




17





Skinovation Pharmaceutical Incorporated

(A Development Stage Company)

Statements of Stockholders' Deficit

From Inception on January 15, 1988 through December 31, 2012

 

 

 

 

 

 

 

 

 

 

 

 

Deficit

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

Additional

 

During the

 

 

 

 

Common  Stock

 

Paid-in

 

Development

 

 

 

 

Shares

 

Amount

 

Capital

 

Stage

 

 

 

 

 

 

 

 

 

 

Balance, January 15, 1988

 

 

               - 

             - 

              - 

                - 

Stock issued for cash at $.067 per share

 

 

        30,000 

 

             30 

 

        1,970 

 

Stock issued for cash at $.033 per share

 

 

      270,000 

 

           270 

 

        8,730 

 

                 - 

Net (loss) for the period from inception

   through December 31, 1993

   - 

 

 - 

 

  - 

 

              (11,000)

Balance - December 31, 1993

 

 

      300,000 

 

           300 

 

      10,700 

 

        (11,000)

Shares canceled

 

 

    (206,632)

 

         (207)

 

           207 

 

Net (loss) for the year ended December 31, 1994

   - 

 

   - 

 

   - 

 

                  - 

Balance - December 31, 1994

 

 

        93,368 

 

             93 

 

      10,907 

 

         (11,000)

Net (loss) for the year ended December 31, 1995

   - 

 

   - 

 

   - 

 

                 - 

Balance - December 31, 1995

 

 

        93,368 

 

             93 

 

      10,907 

 

        (11,000)

Net (loss) for the year ended December 31, 1996

   - 

 

   - 

 

   - 

 

          (1,424)

Balance - December 31, 1996

 

 

        93,368 

 

             93 

 

      10,907 

 

       (12,424)

Stock issued for services at $.02 per share

 

 

          6,632 

 

               7 

 

           126 

 

                  - 

Stock issued for expenses at $.285 per share

 

          5,000 

 

               5 

 

        1,418 

 

                - 

Stock issued for cash at $0.02 per share

 

 

      500,000 

 

           500 

 

        9,500 

 

                  - 

Stock offering costs

 

 

   - 

 

   - 

 

      (7,000)

 

                 - 

Net (loss) for the year ended December 31, 1997

   - 

 

   - 

 

   - 

 

         (3,508)

Balance - December 31, 1997

 

 

      605,000 

 

           605 

 

      14,951 

 

       (15,932)

Stock issued for services at $.10 per share

 

 

        48,000 

 

             48 

 

        4,752 

 

                  - 

Net (loss) for the year ended December 31, 1998

   - 

 

   - 

 

    - 

 

       (19,000)

Balance - December 31, 1998

 

 

      653,000 

 

           653 

 

      19,703 

 

        (34,932)

Net (loss) for the year ended December 31, 1999

   - 

 

   - 

 

   - 

 

      (14,200)

Balance - December 31, 1999

 

 

      653,000 

 

           653 

 

      19,703 

 

      (49,132)

Stock issued for services at $.10 per share

 

 

        55,000 

 

             55 

 

        5,445 

 

                - 

Net (loss) for the year ended December 31, 2000

   - 

 

   - 

 

   - 

 

        (5,500)

Balance - December 31, 2000

 

 

      708,000 

 

           708 

 

      25,148 

 

        (54,632)

Net (loss) for the year ended December 31, 2001

   - 

 

   - 

 

   - 

 

                   - 

Balance - December 31, 2001

 

 

      708,000 

 

           708 

 

      25,148 

 

        (54,632)

Net (loss) for the year ended December 31, 2002

                - 

 

               - 

 

               - 

 

         (5,000)

Balance - December 31, 2002

 

 

      708,000 

 

           708 

 

      25,148 

 

     (59,632)

Net (loss) for the year ended December 31, 2003

             - 

 

            - 

 

            - 

 

               - 

Balance - December 31, 2003

 

 

      708,000 

 

           708 

 

      25,148 

 

      (59,632)

Net (loss) for the year ended December 31, 2004

             - 

 

            - 

 

            - 

 

         (2,131)

Balance - December 31, 2004

 

 

      708,000 

 

           708 

 

      25,148 

 

      (61,763)

Net (loss) for the year ended December 31, 2005

             - 

 

            - 

 

            - 

 

          (7,048)

Balance - December 31, 2005

 

 

      708,000 

 

           708 

 

      25,148 

 

      (68,811)

Net (loss) for the year ended December 31, 2006

             - 

 

            - 

 

            - 

 

       (10,025)

Balance - December 31, 2006

 

 

      708,000 

 

           708 

 

      25,148 

 

        (78,836)

Net (loss) for the year ended December 31, 2007

             - 

 

               - 

 

                - 

 

        (10,321)

Balance - December 31, 2007

 

 

      708,000 

 

           708 

 

      25,148 

 

        (89,157)

Net (loss) for the year ended December 31, 2008

                 - 

 

               - 

 

                - 

 

         (5,370)

Balance - December 31, 2008

 

 

      708,000 

 

         708 

 

    25,148 

 

       (94,527)

Net (loss) for the year ended December 31, 2009

 

 

-

 

-

 

-

 

(4,689)

Balance - December 31, 2009

 

 

      708,000 

 

         708 

 

    25,148 

 

(99,216)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.




18






Skinovation Pharmaceutical Incorporated

(A Development Stage Company)

Statements of Stockholders' Deficit

From Inception on January 15, 1988 through December 31, 2012 - continued

 

 

 

 

 

 

 

 

 

 

 

 

Deficit

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

Additional

 

During the

 

 

 

 

Common  Stock

 

Paid-in

 

Development

 

 

 

 

Shares

 

Amount

 

Capital

 

Stage

 

 

 

 

 

 

 

 

 

 

Balance - December 31, 2009

 

 

      708,000 

$

         708 

$

    25,148 

$

(99,216)

Net (loss) for the year ended December 31, 2010

 

 

-

 

-

 

-

 

(6,719)

Balance – December 31, 2010

 

 

      708,000 

 

         708 

 

    25,148 

 

(105,935)

Net (loss) for the year ended December 31, 2011

 

 

-

 

-

 

-

 

(31,701)

Balance – December 31, 2011

 

 

      708,000 

 

         708 

 

    25,148 

 

(137,636)

Net income (loss) for the year ended December 31, 2012

 

 

      -

 

         - 

 

-

 

927

Balance – December 31, 2012

 

 

      708,000 

$

         708 

$

    25,148 

$

(136,709)



The accompanying notes are an integral part of these financial statements.




19




Skinovation Pharmaceutical Incorporated

(A Development Stage Company)

Statements of Cash Flows


 

 

 

 

 

 

 

 

 

 

 

FOR THE YEAR ENDED

DEC 31, 2012

 

FOR THE YEAR ENDED

DEC 31, 2011

 

FROM INCEPTION ON JAN 15, 1988 TO

DEC 31, 2012

 

 

 

 

 

 

 

 

Cash Flows from Operating Activities

 

 

 

 

 

 

 

    Net income (loss)

$

927

$

(31,701)

$

(136,709)

 

    Adjustments to reconcile net loss to cash used by

    operating activities:

 

 

 

 

 

 

 

         Shares issued for services

 

0

 

0

 

10,433

 

         Shares issued for debt payment

 

0

 

0

 

1,424

 

         Loss on disposal of property, plant and equipment

 

0

 

0

 

5,263

 

    Changes in assets and liabilities:

 

 

 

 

 

 

 

         Increase (decrease) in accounts payable

 

22,120

 

19,149

 

80,270

 

         Increase in accrued interest

 

1,575

 

6,778

 

8,353

 

    Net cash used by operating activities

 

24,622

 

(5,774)

 

(30,966)

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities

 

 

 

 

 

 

 

    Cash paid for property, plant and equipment

 

0

 

0

 

(5,264)

 

    Net cash used by investing activities

 

0

 

0

 

(5,264)

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

 

 

 

    Cash paid for offering costs

 

0

 

0

 

(7,000)

 

    Common stock issued for cash

 

0

 

0

 

21,000

 Payment on notes payable

(34,855)

0

(34,855)

 

    Proceeds from notes payable

 

10,000

 

5,000

 

57,200

 

    Net cash provided by financing activities

 

(24,855)

 

5,000

 

36,345

 

 

 

 

 

 

 

 

 

Increase (decrease) in cash

 

(233)

 

(774)

 

115

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

348

 

1,122

 

0

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at end of period

$

115

$

348

$

115

 

 

 

 

 

 

 

 

 

Supplemental Cash Flow Information:

 

 

 

 

 

 

 

     Cash paid for interest

$

0

$

0

$

0

 

     Cash paid for income taxes

$

0

$

0

$

0

 

 

 

 

 

 

 

 

 

Non-Cash Investing and Financing Activities

 

 

 

 

 

 

 

     Converted accounts payable into loans

$

18,600

$

0

$

104,526

 

 

 

 

 

 

 

 


The accompanying notes are an integral part of these financial statements




20




Skinovation Pharmaceutical Incorporated

(A Development Stage Company)

Notes to the Financial Statements

December 31, 2012 and 2011


NOTE 1 -  Summary of Significant Accounting Policies


a.

Organization & Summary of Significant Accounting Policies


The Company was incorporated under the laws of the state of Nevada on January 15, 1988 as Data Financial Corporation.  The Company changed its name to Skinovation Pharmaceutical Incorporated on August 5, 1992.


b.

Cash and Cash Equivalents


The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents.


c.  Use of estimates


The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.


d.

Fair Value of Financial Instruments


It is not practicable to estimate the fair value of notes payable because there is no established market for these loans and it is inappropriate to estimate future cash flows, which are largely dependent on the Company establishing or acquiring operations at some future point.  No financial instruments are held for trading purposes.


e.

 Reclassification


Certain amounts in prior-year financial statements have been reclassified for comparative purposes to conform to the presentation in the current year financial statements.


f.

 Earnings Per Share


The computation of earnings per share of common stock is based on the weighted average number of shares outstanding at the date of the financial statements.


 

For the Years Ended

December 31,

 

2012

 

2011

Net Loss (numerator)

$           927

 

$   (31,701)

Weighted Average Number of Shares Outstanding (denominator)

      708,000

 

    708,000

Basic Loss per Common Share

$        0.00

 

$       (0.04)


For the years ended December 31, 2012 and 2011, the Company had no potentially dilutive common stock equivalents issued.




21




Skinovation Pharmaceutical Incorporated

(A Development Stage Company)

Notes to the Financial Statements

December 31, 2012 and 2011


NOTE 1 -  Summary of Significant Accounting Policies - continued


g.

 Concentrations of Risk


As of December 31, 2012, two lenders represent in excess of 95% of the Company’s Accounts Payable and Notes Payable for the fiscal years ended December 31, 2012 and December 31, 2011.


NOTE 2 - Going Concern


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  The Company has current liabilities in excess of current assets, has incurred losses since inception, has negative cash flows from operations, and has no revenue-generating activities. Its activities have been limited for the past several years and it is dependent upon financing to continue operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.  It is management’s plan to acquire or merge with other operating companies.


NOTE 3 - Income Taxes


The Financial Accounting Standards Board (FASB) has issued FASB ASC 740-10 (Prior authoritative literature: Financial Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - An Interpretation of FASB Statement No. 109 (FIN 48). FASB ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements in accordance with prior literature FASB Statement No. 109, Accounting for Income Taxes.  This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than- not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.  As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by FASB ASC 740-10.  


Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences.  Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.


Deferred tax asset and the valuation account are as follows at December 31, 2012 and 2011:


 

For the Years Ended

December 31,

 

2012

 

2011

Net operating loss carryforward

$  46,481 

 

 $    46,796

Valuation allowance

(46,481)

 

 (46,796)

Deferred tax asset

$           0 

 

$            0 


The change in the valuation allowance was $315 during the year ended December 31, 2012.




22




Skinovation Pharmaceutical Incorporated

(A Development Stage Company)

Notes to the Financial Statements

December 31, 2011 and 2010


NOTE 3 -  Income Taxes (Continued)


The components of income tax expense are as follows:


 

For the Years Ended

December 31,

 

2012

 

2011

Current Federal tax

$              0     

 

$              0     

Current State tax

0

 

0

Change in NOL benefit

315 

 

10,779 

Change in valuation allowance

(315)

 

(10,779)

 

$              0

 

$              0


The Company has adopted FASB ASC 740-10 to account for income taxes. The Company currently has no issues creating timing differences that would mandate deferred tax expense. Net operating losses would create possible tax assets in future years. Due to the uncertainty of the utilization of net operating loss carry forwards, an evaluation allowance has been made to the extent of any tax benefit that net operating losses may generate.  A provision for income taxes has not been made due to net operating loss carry-forwards of $ 136,709 and $ 137,636 as of December 31, 2012 and December 31, 2011, respectively, which may be offset against future taxable income through 2029. No tax benefit has been reported in the financial statements.


A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:


 

For the Years Ended

December 31,

 

2012

 

2011

 Beginning Balance

$    -

 

$    -

 Additions based on tax positions related to current year

-

 

-

 Additions for tax positions of prior years

-

 

-

 Reductions for tax positions of prior years

-

 

-

 Reductions in benefit due to income tax expense

-

 

-

 Ending Balance

$     -

 

$    -


 

The Company did not have any tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within the next 12 months.


The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes.  As of December 31, 2012 and 2011, the Company had no accrued interest or penalties related to uncertain tax positions.


The tax years that remain subject to examination by major taxing jurisdictions are those for the years ended December 31, 2011, 2010 and 2009.





23




Skinovation Pharmaceutical Incorporated

(A Development Stage Company)

Notes to the Financial Statements

December 31, 2012 and 2011


NOTE 4 -  Accounts Payable and Advances


As of December 31, 2010 the Company had recorded liabilities of $ 79,671 for services received, as well as cash advances received from unrelated parties, as accounts payable as it was the intent of management and the counter parties to issue common stock of the Company at some future date for the amounts received. However, it was subsequently determined that it was not in the best interests of the parties to issue stock for the advances and, therefore, the parties have agreed that these liabilities will be treated as loans effective January 1, 2011, bearing interest at 8% and due on demand.


For the fiscal year ended December 31, 2012, a third party, First Equity Holdings Corp., invoiced the Company for consulting, administrative, and professional services and out-of-pocket costs provided to or paid on behalf of the Company. By resolution the Board of Directors acknowledged the validity and fairness of the services performed and the costs incurred, and approved the charges.


NOTE 5 -  Stock Transactions


On January 3, 1992, the Company’s Board of Directors authorized a 3-for-1 forward stock split, and on January 13, 1997 the Board authorized a 1-for-100 reverse stock split.  The Company’s financial statements have been retroactively restated to show the effects of the stock splits.


Since the discontinuance of operations in 1993, shareholders have returned 206,632 shares of outstanding common stock for cancellation, as requested by the Board of Directors.


On March 20, 1998 the Company issued 48,000 shares of its common stock for services valued at $4,800.


On July 19, 2000 the Company issued 30,000 shares of its common stock for services valued at $3,000.


On August 14, 2000 the Company issued 25,000 shares of its common stock for services valued at $2,500.


NOTE 6 - Development Stage Company


The Company has no significant operations and is considered a development stage company.  It is concentrating substantially all of its efforts in raising capital and searching for a business operation with which to merge, or assets to acquire, in order to generate significant operations.


NOTE 7 - Consulting Income


The Company performed consulting services to NH Pharmaceutical, an outside company, of Nanjing, PR, China, during the first six months of 2012.  The services were related to business development and were paid in full in August 2012.  No continuing revenue is anticipated.


NOTE 8 – Fair Value of Financial Instruments


On January 1, 2008 the Company adopted FASB ASC 820-10-50, “Fair Value Measurements”.  This guidance defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures.  The three levels are defined as follows:




24




Skinovation Pharmaceutical Incorporated

(A Development Stage Company)

Notes to the Financial Statements

December 31, 2012 and 2011



NOTE 8 –

Fair Value of Financial Instruments (continued)


•  Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.


•  Level 2 inputs the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.


•  Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.


NOTE 9 – Subsequent Events


The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and has determined that there are no such events that would have a material impact on the financial statements.




25




ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING

AND FINANCIAL DISCLOSURE


As reported in our Current Report on Form 8-K, on November 23, 2011, we dismissed Michael J. Larsen, Certified Public Accountant as our independent registered public accounting firm and on November 28, 2011, the Company engaged Morrill & Associates, LLC, Certified Public Accountants, as our independent registered accounting firm.  



ITEM 9A.  CONTROLS AND PROCEDURES


Disclosure Controls and Procedures


We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC.  This information is accumulated to allow timely decisions regarding required disclosure.  Our President, who serves as our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report and he determined that our disclosure controls and procedures were ineffective due to a control deficiency.  During the period we did not have additional personnel to allow segregation of duties to ensure the completeness or accuracy of our information.  Due to the size and operations of the Company we are unable to remediate this deficiency until we acquire or merge with another company.


Management’s Annual Report on Internal Control over Financial Reporting


Management is responsible to establish and maintain adequate internal control over financial reporting.   Our principal executive officer is responsible to design or supervise a process that provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  The policies and procedures include:

·

maintenance of records in reasonable detail to accurately and fairly reflect the transactions and dispositions of assets,

·

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors, and

·

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.


For the year ended December 31, 2012, management has relied on the Committee of Sponsoring Organizations of the Treadway Commission (COSO), “Internal Control - Integrated Framework,” to evaluate the effectiveness of our internal control over financial reporting.  Based upon that framework, management has determined that our internal control over financial reporting is ineffective due to the lack of additional personnel to allow segregation of duties to ensure the completeness or accuracy of our information.


Our management determined that there were no changes made in our internal controls over financial reporting during the fourth quarter of 2012 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.



ITEM 9B.  OTHER INFORMATION


None.




26




PART III



ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE


Directors and Executive Officers


Our directors and executive officer and their respective ages, positions and biographical information are presented below.  Our bylaws require three directors who serve for terms of one year or until they are replaced by a qualified director.  We currently have one vacancy on our board of directors.  Our executive officers are chosen by our board of directors and serve at its discretion.  There are no existing family relationships between or among any of our executive officers or directors.


Name

Age

Position Held

Director Term

Hugo Rodier, M.D.

60

Director and President

May 2009 until our next annual meeting.

M. Jeanne Ball

55

Director and Secretary/Treasurer

March 1998 until our next annual meeting.


Hugo Rodier, M.D. –  From 2000 to the present Dr. Rodier has been a Medical Director with Pioneer Comprehensive Clinic located in Draper, Utah.  In addition, since 2002 he has been an adjunct professor of Family and Preventive Medicine and a member of the Utah School of Medicine Admissions Committee at the University of Utah.  He received his medical degree from the University of Utah, School of Medicine.


M. Jeanne Ball –   Ms. Ball works as an independent contractor performing duties of a legal assistant for attorneys. She currently serves as a director of Wings & Things, Inc., a company that has a class of securities registered with the SEC pursuant to Section 12.   


During the past ten years none of our executive officers have been involved in any legal proceedings that are material to an evaluation of their ability or integrity; namely:  (1) filed a petition under federal bankruptcy laws or any state insolvency laws, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing; (2) been convicted in a criminal proceeding or named subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her from or otherwise limiting his/her involvement in any type of business, securities or banking activities; or (4) been found by a court of competent jurisdiction in a civil action, by the SEC or the Commodity Futures Trading Commission to have violated any federal or state securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated.


Compliance with Section 16(a) of the Exchange Act


Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and persons who own more than ten percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and our other equity securities.  Officers, directors and greater than ten-percent beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file.  We believe no reports were required to be filed for the year ended December 31, 2012.


Code of Ethics


Since we have only two persons serving as executive officers and directors and because we have minimal




27




operations, we have not adopted a code of ethics for our principal executive and financial officers.  Our board of directors will revisit this issue in the future to determine if adoption of a code of ethics is appropriate.  In the meantime, our management intends to promote honest and ethical conduct, full and fair disclosure in our reports to the SEC, and comply with applicable governmental laws and regulations.


Corporate Governance


We are a smaller reporting company with minimal operations and only two directors and executive officers.  As a result, we do not have a standing nominating committee for directors, nor do we have an audit committee with an audit committee financial expert serving on that committee.  Our entire board of directors acts as our nominating and audit committee.



ITEM 11.  EXECUTIVE COMPENSATION


Executive Officer Compensation


Our principal executive officer, Dr. Rodier, did not receive any compensation from the Company during the year ended December 31, 2012.  None of our named executive officers received any cash or non-cash compensation from us during the past two fiscal years and none had outstanding equity awards at year end.  We have not entered into employment contracts with our executive officers and their compensation, if any, will be determined at the discretion of our board of directors.


We do not offer retirement benefit plans to our executive officers, nor have we entered into any contract, agreement, plan or arrangement, whether written or unwritten, that provides for payments to a named executive officer at, or in connection with, the resignation, retirement or other termination of a named executive officer, or a change in control of the company or a change in the named executive officer’s responsibilities following a change in control.


Compensation of Directors


We do not have any standard arrangement for compensation of our directors for any services provided as director, including services for committee participation or for special assignments.



ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


Securities Under Equity Compensation Plans


None.


Beneficial Ownership


The following tables set forth the beneficial ownership of our outstanding common stock of our management and of each person or group known by us to own beneficially more than 5% of our voting stock.  We have not issued any shares of preferred stock.  Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.  Except as indicated by footnote, the persons named in the table below have sole voting power and investment power with respect to all shares of common stock shown as beneficially owned by them.  The percentage of beneficial ownership is based on 708,000 shares of common stock outstanding as of March 19, 2013.






28





CERTAIN BENEFICIAL OWNERS


Name and address of beneficial owner

Amount and nature

of beneficial ownership

Percent

of class

Donald R. Mayer

6 East North Lane

Sandy, Utah 84092  

250,000

35.3

National Financial Services Corporation

200 Liberty Street

One World Financial Center

New York, New York 10281

50,000

7.1

Arthur Candland

5295 S.  300 W., Suite 499

Murray, Utah 84107

44,000

6.2



MANAGEMENT


Name of beneficial owner

Amount and nature

of beneficial ownership

Percent

of class

M. Jeanne Ball

10,000

1.4

Directors and officers as a group

10,000

1.4



ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE


Transactions with Related Parties


During the past two fiscal years through the date of this report we have not engaged in, or propose to engage in, any transactions involving our executive officers, directors, 5% or more stockholders or immediate family members of such persons.


Director Independence


None of our directors are independent directors as defined by NASDAQ Stock Market Rule 5605(a)(2).  This rule defines persons as “independent” who are neither officers nor employees of the company and have no relationships that, in the opinion of the board, would interfere with the exercise of independent judgment in carrying out their responsibilities as directors.  



ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES


Auditor Fees


The following table presents the aggregate fees billed by our principal accounting firm, Morrill & Associates, LLC, in connection with the audit of our financial statements and other professional services for each of the last two fiscal years.




29





 

2012

 

2011

Audit fees

$ 5,600 

 

$7,500 

Audit-related fees

          0 

 

          0 

Tax fees

          0 

 

          0 

All other fees

 $       0 

 

 $       0 


Audit fees represent fees for professional services rendered by our principal accountants for the audit of our annual financial statements and review of the financial statements included in our Forms 10-Q or services that are normally provided by our principal accountants in connection with statutory and regulatory filings or engagements.


Audit-related fees represent professional services rendered for assurance and related services by the accounting firm that are reasonably related to the performance of the audit or review of our financial statements that are not reported under audit fees.  


Tax fees represent professional services rendered by the accounting firm for tax compliance, tax advice, and tax planning.  


All other fees represent fees billed for products and services provided by the accounting firm, other than the services reported for the other three categories.


Pre-approval Policies


We do not have an audit committee currently serving and as a result our board of directors performs the duties of an audit committee.  Our board of directors will evaluate and approve in advance the scope and cost of the engagement of an auditor.  All services rendered by our principal accountant are performed pursuant to a written engagement letter between us and the principal accountant.  We do not rely on pre-approval policies and procedures.



PART IV


ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES


(a)(1)

Financial Statements


The audited financial statements of Skinovation Pharmaceutical Incorporated are included in this report under Item 8 on pages 14 through 25.


(a)(2) Financial Statement Schedules


All financial statement schedules are included in the footnotes to the financial statements or are inapplicable or not required.


(a)(3)

Exhibits


The following documents have been filed as part of this report.


Exhibit No.

Description

3(i)

Articles of Incorporation as amended (Incorporated by reference to exhibit 3.1 of the Form

10-KSB, filed March 29, 2002)

3(ii)

Bylaws of Skinovation (Incorporated by reference to exhibit 3.3 of the Form 10-SB, filed July 11,

2000)





30




(a)(3)

Exhibits – continued


Exhibit No.

Description

31.1

Principal Executive Officer Certification

31.2

Principal Financial Officer Certification

32.1

Section 1350 Certification

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Label Linkbase Document

101.PRE

XBRL Taxonomy Presentation Linkbase Document





31




SIGNATURES


Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized


SKINOVATION PHARMACEUTICAL INCORPORATED




By:  /s/ Hugo Rodier

Hugo Rodier, President


Date:   March 22, 2013



Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.






By:   /s/Hugo Rodier

­­­­­­­­­­­­­­­­­­­­Hugo Rodier

Director and President

Principal Executive Officer

Principal Financial and Accounting Officer


Date:  March 22, 2013





By:  /s/ M. Jeanne Ball

M. Jeanne Ball

Director and Secretary/Treasurer


Date:  March 22, 2013




32