Skinvisible, Inc. - 10-K - December 31, 2023

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 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 FORM 10-K

 Annual
 Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 For the fiscal year ended December 31, 2023

 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)

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

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

 89120

 (Address of principal executive offices)

 (Zip Code)

 Registrant's telephone number: 702. 433.7154

 Securities registered under Section 12(b) of the Exchange Act:

 Title of each class

 Name of each exchange on which registered

 None

 not applicable

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

 Title of each class

 Common Stock, par value $0.001

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

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

by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act 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 [ ]

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 [X] No [ ]

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.

 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.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15

 U.S.C.
7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 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 aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to
the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business
day of the registrant's most recently completed second fiscal quarter. $ 400,181

the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.
 4,539,843 common shares as of April 15, 2024

 TABLE
OF CONTENTS

 Page

 PART
 I

 Item
 1.

 Business

 Item
 1A.

 Risk Factors

 Item
 1B.

 Unresolved Staff Comments

 Item
 1C.

 Cybersecurity

 Item
 2.

 Properties

 Item
 3.

 Legal Proceedings

 Item
 4.

 Mine Safety Disclosures

 PART
II

 Item
 5.

 Market for Registrant's Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 [ Reserved ]

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item
 8.

 Financial Statements and Supplementary Data

 Item
 9.

 Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls and Procedures

 Item
 9B.

 Other Information

 Item
 9C

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 PART
 III

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

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

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accountant Fees and Services

 PART
 IV

 Item
 15.

 Exhibits, Financial Statement Schedules

 Item
 16.

 Form 10-K Summary

 Item 1. Business

 Company Overview

 We, through our wholly owned subsidiary
Skinvisible Pharmaceuticals Inc., are a pharmaceutical research and development ("R&D") company that has developed and
patented an innovative polymer delivery system, Invisicare and formulated over forty topical skin products, which we out-license
globally. We were incorporated in 1998 and target an estimated $80 billion global skincare and dermatology market and a $30 billion global
over-the-counter market as well as other healthcare / medical and consumer goods markets. The Company is also exploring new opportunities
in large medical markets outside of the dermatology market such as obesity and other potential markets where a topical or transdermal
solution would be a viable alternative.

 With the research and development
complete on forty products and numerous patents issued (technology and product patents), we are ready to monetize our investment. Our
business model will continue to be to out-license our patented prescription and over-the-counter ("OTC") products featuring
Invisicare to established manufacturers and marketers of brands internationally and to maximize profits from the products we have already
out-licensed.

 The opportunity for us to license our
products continues to be a viable model as the need for pharmaceutical companies to access external R&D companies for new products
due to their own downsizing or elimination of internal R&D departments. The demand for our products is enhanced due to the granting
of key US and international patents and the completed development of a number of unique products.

 Our Flagship Product

 Pivotal to our success is our patented
polymer delivery system technology Invisicare. Invisicare is a patented polymer delivery system that enhances the delivery of active ingredients
for topically applied skin care products. Its patented technology has a unique formula and process for combining active ingredients with
a delivery system that extends the duration of time the product remains on the skin and active.

 Invisicare is specifically formulated
to carry water insoluble active and certain cationic active ingredients in water- based products without the use of alcohol, silicones,
waxes, or other organic solvents. Products utilizing Invisicare have the proven ability to bond active ingredients to the skin for up
to four hours and longer. They are non-occlusive and allow normal skin respiration and perspiration while moisturizing and protecting
against exposure from a wide variety of environmental irritants.

 When topically applied, these formulated
products adhere to the skin's outer layers, forming a protective bond, resisting wash-off, and delivering targeted levels of therapeutic
or cosmetic skincare agents to the skin. They allow enhanced delivery performance for a variety of skincare agents resulting in improved
efficacy, longer duration of action, reduced irritation and lower dosage of active agent required. The "invisible" polymer compositions
wear off as part of the natural exfoliation process of the skin's outer layer cells.

 The advantage of products
formulated with Invisicare is (1) Invisicare's ability to bind active ingredients (the drug) to the skin, forming a protective
bond on the skin, for extended periods of time; (2) Invisicare can deliver targeted levels (high or low) of therapeutic or cosmetic
ingredients to the skin in a controlled release; (3) Invisicare can help to reduce the irritation of some active ingredients due to
how it controls the slower release of that active ingredient; and (4) Invisicare science proves that it provides a protective skin
barrier which helps retain the natural moisture content of the skin, while still allowing it to breathe. These benefits present an
excellent opportunity for clear scientific advantages and marketing messages which resonate with physicians and consumers.

 We generate revenue by:

 •
 LICENSING: We develop topical prescription
and over-the-counter products enhanced with Invisicare to license to pharmaceutical and consumer goods companies around the world for
an upfront fee and ongoing royalties.

 •
 CO-DEVELOPMENT: We assist pharmaceutical clients
in the early development of the most optimal formulation, which they then take forward into clinical testing.

 •
 LIFE CYCLE MANAGEMENT: We provide cost-effective
solutions to global pharmaceutical companies by reformulating their products coming off patent with a new Invisicare patent and new product
benefits and line extensions. Pharmaceutical companies are under a lot of pressure to develop innovative strategies to counteract the
revenue loss from their drugs coming off patent.

 License Agreement with Quoin

 On October 17, 2019, we entered an Exclusive
License Agreement with Quoin Pharmaceuticals, Inc., a Delaware corporation ("Quoin") pursuant to which we granted Quoin a
license to certain patents for the development of products for commercial sale. In exchange for the license, Quoin paid us a license fee
of one million USD dollars (USD

 $1,000,000) (the "License Fee")
and will additionally pay 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 a milestone payment of $5 million to us upon achieving the first to occur of either FDA or
European Union regulatory approval for one product licensed.

 In addition, and upon the successful approval
in the US or European Union, whichever occurs first, Skinvisible is entitled to receive a single digit royalty percentage of Quoins net
sales revenues for any licensed product covered by the patent rights licensed under the License Agreement. Plus, Quoin also agreed to
pay Skinvisible 25% of any revenues we receive as royalties in the event that we sublicense any licensed products to a third party.

 On June 6, 2022, the Company announced
that its licensee Quoin and its product QRX003, was the first Invisicare delivery technology product to receive U.S. FDA Acceptance of
Investigational New Drug Application and that Quoin was actively working towards obtaining necessary FDA and other regulatory approvals
for marketing the product in the United States and other countries.

 On February 14, 2024, the Company
announced that there was significant progress in Quoin's clinical trials for product formulations containing Invisicare targeting Netherton
Syndrome. The trials focus on the innovative formulation "QRX003," powered by Skinvisible's Invisicare proprietary
drug delivery technology. The updates include:

 •
 Positive
 Initial Data and Clean Safety Profile: The trials have demonstrated positive initial data
 and a clean safety profile, leading to the implementation of an optimization plan.

 •
 Optimization
 Plan Implementation: Quoin has increased the size of both clinical trials significantly and
 adjusted dosing frequency to twice-daily from once-daily for both trials.

 •
 Elimination
 of Lower Dose: In the blinded trial, a lower dose has been eliminated based on the positive
 outcomes observed.

 •
 Protocol
 Amendments: Quoin's press release highlights protocol
 amendments aimed at enhancing the data set and potentially expediting regulatory approval.

 We believe these protocol amendments could
ultimately result in the generation of a highly compelling data set, which could support regulatory filings and approval for QRX003 as
the first treatment for Netherton Syndrome.

 On March 4, 2024
Quoin announced a further milestone: it received FDA Clearance to recruit teen subjects into both ongoing Netherton Syndrome clinical
studies. We believe this announcement is important as:

 •
 Clearance
 to include teen patients in both Quoin's open label and placebo-controlled studies
 are expected to significantly expand the number of eligible subjects, potentially expedite
 recruitment and lead to a more robust data set.

 •
 This development represents the first ever inclusion
of non-adult subjects in Netherton Syndrome clinical studies conducted under an open Investigational New Drug Application.

 •
 It is believed that the inclusion of this patient
population in Quoin's studies will be a critical component of the development of a robust data set that could result in regulatory
approval with a broad label as QRX003 is being tested both as monotherapy and in conjunction with off-label treatments.

 Competition

 Market research indicates there is
reasonably limited direct competition for Invisicare and patented products in terms of performance capabilities for topically administered
skin products. Many companies are seeking unique delivery systems to enhance their portfolio and purchasing companies that have delivery
technology.

 Nevertheless, our current and potential
competitors may have longer operating histories, significantly greater resources and name recognition, and a larger base of customers
than we have. Our competitors may also be able to adopt more aggressive pricing policies and devote greater resources to the development,
marketing and sale of their products and services than we can. To be competitive, we must continue to invest significant resources in
sales and marketing. We may not have sufficient resources to make these investments or to develop the technological advances necessary
to be competitive, which in turn will cause our business to suffer and restrict our profitability potential.

 Government Regulation

 Cosmetic and Skin Care Regulation

 Depending upon product claims and
formulation, skin care products may be regulated as cosmetics, drugs, devices, or combination cosmetics and drugs. The FDA has authority
to regulate cosmetics marketed in the United States under the FDCA and the Fair Packaging and Labeling Act ("FPLA") and implementing
regulations. The Federal Trade Commission (the "FTC") regulates the advertising of cosmetics under the FTCA.

 The FDCA prohibits the marketing
of adulterated and misbranded cosmetics. Cosmetic ingredients must also comply with the FDA's ingredient, quality, and labeling
requirements and the FTC's requirements pertaining to truthful and non-misleading advertising. Cosmetic products and ingredients,
except for color additives, are not required to have FDA premarket approval. Manufacturers of cosmetics are also not required to register
their establishments, file data on ingredients, or report cosmetic-related injuries to the FDA.

 We will be responsible for
substantiating the safety and product claims of the cosmetic products and ingredients before marketing. The FDA or FTC may disagree
with our characterization of one or more of the skin care products as a cosmetic or the product claims. This could result in a
variety of enforcement actions which could require the reformulation or relabeling of our products, the submission of information in
support of the product claims or the safety and effectiveness of our products, or more punitive action, all of which could have a
material adverse effect on our business. If the FDA determines we have failed to comply with applicable requirements under the FDCA
or FPLA, it can impose a variety of enforcement actions from public warning letters, injunctions, consent decrees, and civil
penalties to seizure of our products, total or partial shutdown of our production, and criminal prosecutions. If any of these events
were to occur, it could materially adversely affect us. If the FTC determines we have failed to substantiate our claims, it can
pursue a variety of actions including disgorgement of profits, injunction from further violative conduct, and consent decrees.

 Domestic State and Local Government
 Regulation

 Some states and local governments in the
United States regulate the labeling, operation, sale, and distribution of our skin care products. To the extent additional state or local
laws apply, we intend to comply with them.

 Foreign Government Regulation

 In general, we will need to comply
with the government regulations of each individual country in which our products are to be distributed and sold. These regulations vary
in complexity and can be as stringent, and on occasion even more stringent, than FDA regulations in the United States. The level of complexity
and stringency is not always precisely understood today for each country, creating greater uncertainty for the international regulatory
process. Furthermore, government regulations can change with little to no notice and may result in up-regulation of our product(s), thereby
creating a greater regulatory burden for us. We have not yet thoroughly explored the applicable laws and regulations that we will need
to comply with in foreign jurisdictions. As a result, it is possible that we may not be permitted to sell our products in foreign markets
or expand our business into one or more foreign jurisdictions.

 Environmental Laws

 We are not subject to any significant
or material environmental regulation in the normal operation of our business.

 Employees

 Currently, we have two employees, including our Director
and CEO Terry Howlett.

 Subsidiaries

 We conduct our operations through our wholly owned subsidiary,
Skinvisible Pharmaceuticals, Inc.

 Item 1A. Risk Factors

 Risk Factors Associated with Covid 19

 The extent to which the coronavirus
("COVID-19") outbreak impacts our business, results of operations and financial condition will depend on future developments,
which cannot be predicted.

 The COVID-19 pandemic has caused us
to modify our business practices (including employee travel, employee work locations, and cancellation of physical participation in meetings,
events and conferences), and we may take further actions as may be required by government authorities or that we determine are in the
best interests of our employees, customers and business partners. There is no certainty that such measures will be sufficient to mitigate
the risks posed by the virus or otherwise be satisfactory to government authorities.

 The extent to which COVID-19 impacts our business, results
of operations and financial condition will depend on future developments, which are uncertain and cannot be predicted, including, but
not limited to:

 •

 the duration and scope of the pandemic;

 •

 governmental, business and individual actions taken in response to the pandemic and the impact of those actions on global economic activity;

 •

 the actions taken in response to economic disruption;

 •

 the impact of business disruptions;

 •

 the increase in business failures that we may utilize as industry partners and the customers we serve;

 •

 uncertainty as to the impact or staff availability during and post the pandemic; and

 •

 our ability to provide our services, including as a result of our employees or our customers and suppliers working remotely and/or closures of offices and facilities.

 Even after the coronavirus outbreak has
subsided, we may continue to experience materially adverse impacts to our business as a result of its global economic impact, including
any recession that has occurred or may occur in the future.

 Risks Related to Our Financial
Condition and our Business

 We have outstanding secured
and other debt that has matured and we have not paid off, which could negatively affect our ability to continue as a going concern.

 We expect to experience high debt payments
in the future as a result of our outstanding secured and unsecured liabilities. During the year ended December 31, 2021, we entered to
settlement agreements to settle various notes. As part of the settlement the principal balance of the notes were settled for cash and
all interest due through the date of settlement was forgiven. As of December 31, 2021, the Company has recorded a gain on settlement of
the debt of $109,688 associated with the settlement of $298,400 of principal. As of December 31, 2023, $433,600 of the outstanding secured
notes payable are past due and in default and have been classified as current notes payable. We also have $40,000 in outstanding unsecured
notes that are past due. If we are unable to generate sufficient revenues and/or additional financing to service this debt, there is a
risk the lenders will call the notes, secure our assets, as to those applicable secured notes, and demand payment. If this happens, we
could go out of business.

 Our
investors may lose their entire investment because our financial status creates a doubt whether we will continue as a going concern.

 We do not have sufficient cash nor
do we have a significant source of revenues to cover our operational costs and allow us to continue as a going concern. The Company anticipates
generating revenues through the licensing of its core products and if that is not sufficient we may seek to raise additional operating
capital to implement our business plan in an offering of our common stock or debt. Our company's plan specifies a minimum amount of $500,000
in additional operating capital to operate for the next twelve months. However, there can be no assurance that the revenues generated
or that such an offering will be successful. You may lose your entire investment

 Our failure to raise additional
capital or generate cash flows necessary to expand our operations could reduce our ability to compete successfully and adversely affect
our results of operations.

 We need to raise additional funds
to achieve our future strategic objectives, and we may not be able to obtain additional debt or equity financing on favorable terms, if
at all. If we engage in debt financing, we may be required to accept terms that restrict our ability to incur additional indebtedness,
force us to maintain specified liquidity or other ratios or restrict our ability to pay dividends or make acquisitions. If we need additional
capital and cannot raise it on acceptable terms, we may not be able to, among other things:

 •
 launch,
 develop and enhance our existing products;

 •
 continue
 to expand our product base, sales and/or marketing efforts;

 •
 hire,
 train and retain employees; or

 •
 respond
 to competitive pressures or unanticipated working capital requirements.

 Our inability to do any of the foregoing
could reduce our ability to compete successfully and adversely affect our results of operations.

 If we are unable to generate
revenues by implementing our business plan, you will lose your entire investment in our company.

 We have a history of losses from
inception and we had an accumulated deficit as of December 31, 2023 of $39,380,488. We have not been able to generate sufficient revenues
from licensees, from the sale of our own products or otherwise to cover our expenses. If we are unsuccessful in generating revenues, you
could lose your entire investment.

 If our products or products
that are licensed by our licensees are not deemed desirable and suitable for purchase and we cannot establish a customer base, we may
not be able to generate sufficient revenues, which would result in a failure of the business and a loss of any investment one makes in
our company.

 The acceptance of our products is
critically important to our success. We cannot be certain that the products that we will be offering will be appealing and as a result
there may not be any demand for these products and our sales could be limited and we may never realize any significant revenues. In addition,
there are no assurances that if we alter or change the products we offer in the future that the demand for these new products will develop
and this could adversely affect our business and any possible revenues.

 If demand for the products
that we offer or products that are licensed by our licensees slows, then our business would be materially affected.

 Deman d
for our products and products of our licensees, depends on many factors, including:

 •

 the
 economy, and in periods of rapidly declining economic conditions, customers may defer luxury purchases or may choose alternate products;

 •

 the
 competitive environment in the skin care sector or sectors in which products are introduced may force us to reduce prices below our
 desired pricing level or increase promotional spending;

 •

 our
 ability to anticipate changes in consumer preferences and to meet customers' needs for skin care products in a timely cost-effective
 manner;

 •

 our
 ability to maintain efficient, timely and cost-effective production and delivery of the products and services; and,

 •

 our
 ability to identify and respond successfully to emerging trends in the skin care and personal care industries.

 For
the long term, demand for product offerings may be affected by:

 •

 the
 ability to establish, maintain and eventually grow market share in a competitive environment;

 •

 our
 ability to deliver our products in the markets we intend to service, changes in government regulations, currency fluctuations, natural
 disasters, pandemics and other factors beyond our control may increase the cost of items we purchase, create communication issues
 or render product delivery difficult which could have a material adverse effect on our sales and profitability; and

 •

 restrictions
 on access to North American markets and supplies.

 All
of these factors could result in im mediate and longer term declines in the demand for products that we offer as well as licensed
products, which could adversely affect our sales, cash flows and overall financial condition.

 Because we are new in the marketplace,
we may not be able to compete effectively and increase market share.

 Our current and potential competitors
may have longer operating histories, significantly greater resources and name recognition, and a larger base of customers than we have.
Our competitors may also be able to adopt more aggressive pricing policies and devote greater resources to the development, marketing
and sale of their products and services than we can. To be competitive, we must continue to invest significant resources in sales and
marketing. We may not have sufficient resources to make these investments or to develop the technological advances necessary to be competitive,
which in turn will cause our business to suffer and restrict our profitability potential.

 Because we rely on third
parties to manufacture our products, we are subject to factors outside of our control to meet our standards or timelines.

 Our products are manufactured by three
third-party manufacturing companies on a purchase order basis. No contractual arrangement are currently in place, except for standard
confidentiality agreements. We are dependent on the timeliness and effectiveness of our third-part manufacturers' efforts.

 Failure or lack of reliability
in the manufacture of our products is likely to result in loss of business. Among other risks:

 •

 Our products may fail to
 provide the expected results;

 •

 We may experience limited
 availability of quality ingredients for manufacturing;

 •

 We may experience poor
 quality manufacturing;

 •

 Our products may have new
 competition from other companies attempting to duplicate our formulas; and

 •

 Our customers could experience
 results different from our test results.

 Like other retailers,
distributors and manufacturers of skin care and personal care products, we face an inherent risk of exposure to product liability claims
in the event that the use of the products that we sell results in injury.

 We may be subjected to various
product liability claims, including claims that the products we sell contain contaminants, are improperly labeled or include inadequate
instructions as to use or inadequate warnings concerning side effects and interactions with other substances. In addition, we may be forced
to defend lawsuits. We cannot predict whether product liability claims will be brought against us in the future or the effect of any resulting
adverse publicity on the business. Moreover, we may not have adequate resources in the event of a successful claim against us. The successful
assertion of product liability claim against us could result in potentially significant monetary damages. In addition, interactions of
the products with other similar products, prescription medicines and over-the-counter drugs have not been fully explored.

 We may also be exposed to claims
relating to product advertising or product quality. People may purchase our products expecting certain physical results, unique to skin
care and personal care products. If they do not perceive expected results to occur, certain individuals or groups of individuals may seek
monetary retribution.

 If our products become contaminated,
our business could be seriously harmed.

 We have adopted various quality,
environmental, health and safety standards. However, our products may still not meet these standards or could otherwise become contaminated.
A failure to meet these standards or contamination could occur in our operations or those of our bottlers, manufacturers, distributors
or suppliers. Such a failure or contamination could result in expensive production interruptions, recalls and liability claims. Moreover,
negative publicity could be generated even from false, unfounded or nominal liability claims or limited recalls. Any of these failures
or occurrences could negatively affect our business and financial performance.

 Our business may be adversely
affected by unfavorable publicity within the skin care markets.

 Management believes that the skin
care market and personal care markets are significantly affected by national media attention. As with any retail provider, future scientific
research or publicity may not be favorable to the industry or to any particular product, and may not be consistent with earlier favorable
research or publicity. Because of our dependence on consumers' perceptions, adverse publicity associated with illness or other adverse
effects resulting from the use of our products or any similar products distributed by other companies and future reports of research that
are perceived as less favorable or that question earlier research, could have a material adverse effect on our business, financial condition
and results of operations. We are highly dependent upon consumers' perceptions of the safety and quality of the products as well
as similar products distributed by other companies. Thus, the mere publication of reports asserting that skin care or personal care products
may be harmful or questioning their efficacy could have a material adverse effect on our business, financial condition and results of
operations, regardless of whether such reports are scientifically supported or whether the claimed harmful effects would be present at
the dosages recommended for such products.

 As we conduct international
business transactions, we will be exposed to local business risks in different countries, which could have a material adverse effect on
our financial condition or results of operations.

 We promote and sell our products internationally
and our licensees do the same. International operations will be subject to risks inherent in doing business in foreign countries, including,
but not necessarily limited to:

 •

 new and different legal
 and regulatory requirements in local jurisdictions;

 •

 potentially adverse tax
 consequences, including imposition or increase of taxes on transactions or withholding and other taxes on remittances and other payments
 by subsidiaries;

 •

 risk of nationalization
 of private enterprises by foreign governments;

 •

 legal restrictions on doing
 business in or with certain nations, certain parties and/or certain products; and,

 •

 local economic, political
 and social conditions, including the possibility of hyperinflationary conditions and political instability.

 We may not be successful in developing
and implementing policies and strategies to address the foregoing factors in a timely and effective manner in the locations where we will
do business. Consequently, the occurrence of one or more of the foregoing factors could have a material adverse effect on our base operations
and upon our financial condition and results of operations.

 Since our products will be available
over the Internet in foreign countries and we plan to have customers residing in foreign countries, foreign jurisdictions may require
us to qualify to do business in their country. We will be required to comply with certain laws and regulations of each country in which
we conduct business, including laws and regulations currently in place or which may be enacted related to Internet services available
to the residents of each country from online sites located elsewhere.

 Because of the nature of
our products, we may be subject to government regulations or laws that increase our costs of operations or decrease our ability to generate
income.

 Any failure by us, or by any third
party that may manufacture or market our products, to comply with the law, including statutes and regulations administered by the FDA
or other U.S. or foreign regulatory authorities, could result in, among other things, warning letters, fines and other civil penalties,
suspension of regulatory approvals and the resulting requirement that we suspend sales of our products, refusal to approve pending applications
or supplements to approved applications, export or import restrictions, interruption of production, operating restrictions, closure of
the facilities used by us or third parties to manufacture our product candidates, injunctions or criminal prosecution. Any of the foregoing
actions could have a material adverse effect on our business.

 Our commercial success
depends significantly on our ability to develop and commercialize our potential products without infringing the intellectual property
rights of third parties.

 Our commercial success will
depend, in part, on operating our business without infringing the patents or proprietary rights of third parties. Third parties that believe
we are infringing on their rights could bring actions against us claiming damages and seeking to enjoin the development, marketing and
distribution of our products. If we become involved in any litigation, it could consume a substantial portion of our resources, regardless
of the outcome of the litigation. If any of these actions are successful, we could be required to pay damages and/or to obtain a license
to continue to develop or market our products, in which case we may be required to pay substantial royalties. However, any such license
may not be available on terms acceptable to us or at all. Ultimately, we could be prevented from commercializing a product or forced to
cease some aspect of our business operations as a result of patent infringement claims, which would harm our business.

 The implementation of
our business plan relies on our ability to manage growth. If we are not able to manage the growth, our business plan may not be successfully
implemented.

 We expect to expand our operations
by increasing our sales and marketing efforts, research and development activities, and escalating our services. The anticipated growth
could place a significant strain on our management, and operational and financial resources. Effective management of the anticipated growth
shall require expanding our management and financial controls, hiring additional appropriate personnel as required, and developing additional
expertise by existing management personnel. However, there can be no assurances that these or other measures we may implement shall effectively
increase our capabilities to manage such anticipated growth or to do so in a timely and cost-effective manner. Moreover, management of
growth is especially challenging for a company with a short revenue generating history and limited financial resources, and the failure
to effectively manage growth could have a material adverse effect on our operations.

 Our success depends on
continuing to hire and retain qualified personnel, including our director and officers and our technical personnel. If we are not successful
in attracting and retaining these personnel, our business will suffer.

 Our success depends substantially on
the performance of our management team and key personnel. Currently, we have three employees, including our Director and CEO, Terry Howlett.
Due to the specialized technical nature of our business, we are particularly dependent on our technical personnel. Our future success
will depend on our ability to attract, integrate, motivate and retain qualified technical, sales, operations, and managerial personnel,
as well as our ability to successfully implement a plan for management succession. Competition for qualified personnel in our business
areas is intense, and we may not be able to continue to attract and retain key personnel. In addition, if we lose the services of any
of our management team or key personnel and are not able to find suitable replacements in a timely manner, our business could be disrupted
and we may incur increased operating expenses.

 If
we are unable to attract new distributors and customers, or if our existing distributors and customers do not purchase additional products,
the growth of our business and cash flows will be adversely affected.

 To increase our revenues and cash
flows, we must regularly add distributors and customers and sell additional products to our existing distributors and customers. If we
are unable to sell our products to customers that have been referred to us, unable to generate sufficient sales leads through our marketing
programs, or if our existing or new distributors and customers do not perceive our products to be of sufficiently high value and quality,
we may not be able to increase sales and our operating results would be adversely affected. In addition, if we fail to sell new products
to existing distributors and customers or new distributors and customers, our operating results will suffer, and our revenue growth, cash
flows and profitability may be materially and adversely affected.

 Key management personnel
may leave us, which could adversely affect our ability to continue operations.

 We are entirely dependent on the
efforts of our management because of the time and effort that they devote to us. They oversee all development strategies, supervise any/all
future personnel, and implement our business plan. Their loss, or other key personnel in the future, could have a material adverse effect
on our business, financial condition, and results of operations.

 Risks Related to Our Securities

 If a market for our common
stock does not develop, shareholders may be unable to sell their shares.

 Our common stock is quoted under the symbol
"SKVI" on the OTCQB operated by OTC Markets Group, Inc, an electronic inter-dealer quotation medium for equity securities.
We do not currently have an active trading market. There can be no assurance that an active and liquid trading market will develop or,
if developed, that it will be sustained.

 Because we are quoted on the OTCQB, our
securities may be less liquid, receive less coverage by security analysts and news media, and generate lower prices than might otherwise
be obtained if they were listed on a national securities exchange.

 Our securities are very thinly traded.
Accordingly, it may be difficult to sell shares of our common stock without significantly depressing the value of the stock. Unless we
are successful in developing continued investor interest in our stock, sales of our stock could continue to result in major fluctuations
in the price of the stock.

 Our common stock price
may be volatile and could fluctuate widely in price, which could result in substantial losses for investors.

 The market price of our common
stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our
control, including:

 •
 technological
 innovations or new products and services by us or our competitors;

 •
 government
 regulation of our products and services;

 •
 the
 establishment of partnerships with other technology companies;

 •
 intellectual
 property disputes;

 •
 additions
 or departures of key personnel;

 •
 sales
 of our common stock

 •
 our
 ability to integrate operations, technology, products and services;

 •
 our
 ability to execute our business plan;

 •
 operating
 results below expectations;

 •
 loss
 of any strategic relationship;

 •
 industry
 developments;

 •
 economic
 and other external factors; and

 •
 period
 to period fluctuations in our financial results.

 Because
we have nominal revenues to date, you should consider any one of these factors to be material. Our stock price may fluctuate widely as
a result of any of the above.

 In
addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the
operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of
our common stock.

 We
have not paid cash dividends in the past and do not expect to pay cash dividends in the future on our common stock. Any return on investment
may be limited to the value of our common stock.

 We
have never paid cash dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future. The payment
of cash dividends on our common stock will depend on earnings, financial condition and other business and economic factors at such time
as the board of directors may consider relevant. If we do not pay cash dividends, our common stock may be less valuable because a return
on your investment will only occur if its stock price appreciates.

 As
a new investor, you will experience substantial dilution as a result of future equity issuances.

 In the event we are required to raise
additional capital it may do so by selling additional shares of common stock thereby diluting the shares and ownership interests of existing
shareholders.

 Because
we are subject to the "Penny Stock" rules, the level of trading activity in our stock may be reduced.

 The
Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any listed, trading equity
security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions.
The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver
a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer
must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's
account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer make a
special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary
market for a stock that becomes subject to the penny stock rules which may increase the difficulty Purchasers may experience in attempting
to liquidate such securities.

 Provisions
in the Nevada Revised Statutes and our Bylaws could make it very difficult for an investor to bring any legal actions against our directors
or officers for violations of their fiduciary duties or could require us to pay any amounts incurred by our directors or officers in
any such actions.

 Members
of our board of directors and our officers will have no liability for breaches of their fiduciary duty of care as a director or officer,
except in limited circumstances, pursuant to provisions in the Nevada Revised Statutes and our Bylaws as authorized by the Nevada Revised
Statutes. Specifically, Section 78.138 of the Nevada Revised Statutes provides that a director or officer is not individually liable
to the company or its shareholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a
director or officer unless it is proven that (1) the director's or officer's act or failure to act constituted a breach of
his or her fiduciary duties as a director or officer and (2) his or her breach of those duties involved intentional misconduct, fraud
or a knowing violation of law. This provision is intended to afford directors and officers protection against and to limit their potential
liability for monetary damages resulting from suits alleging a breach of the duty of care by a director or officer. Accordingly, you
may be unable to prevail in a legal action against our directors or officers even if they have breached their fiduciary duty of care.
In addition, our Bylaws allow us to indemnify our directors and officers from and against any and all costs, charges and expenses resulting
from their acting in such capacities with us. This means that if you were able to enforce an action against our directors or officers,
in all likelihood, we would be required to pay any expenses they incurred in defending the lawsuit and any judgment or settlement they
otherwise would be required to pay. Accordingly, our indemnification obligations could divert needed financial resources and may adversely
affect our business, financial condition, results of operations and cash flows, and adversely affect prevailing market prices for our
common stock.

 Item
1B. Unresolved Staff Comments

 This
information is not required for smaller reporting companies.

 Item
1C. Cybersecurity

 We
rely on our information technology to operate our business. As such, we have policies and processes designed to protect our information
technology systems and resolve issues in a timely manner in the event of a cybersecurity threat or incident.

 We
have designed our business applications and hosting services to minimize the impact that cybersecurity incidents could have on our business
and have identified back-up systems where appropriate. We seek to further mitigate cybersecurity risks through a combination of monitoring
and detection activities, use of anti-malware applications, quality audits and communication and reporting structures, among other processes.

 As
of December 31, 2023, we have not identified an indication of a cybersecurity incident that would have a material impact on our business
and consolidated financial statements.

 Item
2. Properties

 Currently,
we do not own any or lease any real estate.

 Item
3. 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
4. Mine Safety Disclosures

 Not
Applicable

 PART
 II

 Item
5. Market for Registrant's Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

 Market
 Information

 Our
common stock is quoted under the symbol "SKVI" on the OTCQB operated by OTC Markets Group, Inc.

 The
OTCQB is a quotation service that displays real-time quotes, last-sale prices, and volume information in over- the-counter equity securities.
Because our stock is traded on the OTCQB, these quotations reflect inter-dealer prices, without retail markup, markdown or commission
and may not represent actual transactions. Because we are quoted on the OTCQB, our securities may be less liquid, receive less coverage
by security analysts and news media, and generate lower prices than might otherwise be obtained if they were listed on a national securities
exchange.

 Trading
in stocks quoted on the OTCQB is often thin and is characterized by wide fluctuations in trading prices due to many factors that may
be unrelated to a company's operations or business prospects. We cannot assure you that there will be a market in the future for
our common stock.

 The
following table sets forth, for the fiscal quarters indicated, the high and low bid information for our common stock, as reported on
the OTCQB. The following quotations reflect inter-dealer prices, without retail mark-up, mark- down or commission and may not represent
actual transactions.

 High

 Low

 Fiscal Year Ended December 31, 2023

 First Quarter

 $
 0.08

 $
 0.08

 Second Quarter

 $
 0.10

 $
 0.10

 Third Quarter

 $
 0.07

 $
 0.07

 Fourth Quarter

 $
 0.08

 $
 0.08

 Fiscal Year Ended December 31, 2022

 First Quarter

 $
 0.13

 $
 0.13

 Second Quarter

 $
 0.12

 $
 0.12

 Third Quarter

 $
 0.17

 $
 0.17

 Fourth Quarter

 $
 0.10

 $
 0.10

 Penny
 Stock

 The
SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are
generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities
exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such
securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and
level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the
broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a
violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a
dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d)
contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure
document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including
language, type size and format, as the SEC shall require by rule or regulation.

 The
broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations
for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction;

 (c)
the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the
market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer's
account.

 In
addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer
must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's
written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks,
and a signed and dated copy of a written suitability statement.

 These
disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficulty
selling our securities.

 Holders
of Our Common Stock

 As
of April 15, 2024, 2024, we had 4,539,843 shares of our common stock issued and outstanding, held by shareholders of record, other than
those held in street name.

 Dividends

 There
are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes,
however, do prohibit us from declaring dividends where after giving effect to the distribution of the dividend:

 1.

 we
 would not be able to pay our debts as they become due in the usual course of business, or;

 2.

 our
 total assets would be less than the sum of our total liabilities plus the amount that would be needed to

 satisfy
 the rights of shareholders who have preferential rights superior to those receiving the distribution.

 We have
not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

 Recent
Sales of Unregistered Securities

 During
the years ended December 31, 2023 and 2022 and to the date of filing this Annual Report, we have not issued any of our securities.

 Securities
Authorized for Issuance under Equity Compensation Plans

 The following
table provides information about our compensation plans under which shares of common stock may be issued upon the exercise of options
as of December 31, 2023.

 In
July 2006, we adopted the 2006 Skinvisible, Inc. Stock Option Plan, which provides for the grant of incentive stock options, non-qualified
stock options, stock appreciation rights, restricted stock, performance shares and performance units, and stock awards our officers,
directors or employees of, as well as advisers and consultants. This plan was confirmed by our stockholders on August 7, 2006 at the
annual shareholders meeting.

 Under
the 2006 Skinvisible, Inc. Stock Option Plan, we reserved 200,000 shares of common stock for the granting of options and rights.

 Equity
Compensation Plans as of December 31, 2023

 A

 B

 C

 Plan Category

 Number of securities to be issued upon exercise of outstanding options, warrants and rights

 Weighted-average exercise price of outstanding options,

 warrants and right

 Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (A))

 Equity compensation plans approved
 by security holders

 —

 $

 —

 —

 Equity compensation plans not approved by security holders

 —

 $

 —

 —

 Total

 —

 $

 —

 —

 Item
6. [Reserved]

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

 This
quarterly report contains forward-looking statements. Forward-looking statements are projections of events, revenues, income, future
economic performance or management's plans and objectives for our future operations. In some cases, you can identify forward-looking
statements by terminology such as "may", "should", "expects", "plans", "anticipates",
"believes", "estimates", "predicts", "potential" or "continue" or the negative
of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties
and other factors, including the risks in the section entitled "Risk Factors" and the risks set out below, any of which may
cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any
future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks
include, by way of example and not in limitation:

 •
 the
 uncertainty of profitability based upon our history of losses;

 •
 legislative
 or regulatory changes concerning skincare research and therapies;

 •
 risks
 related to failure to obtain adequate financing on a timely basis and on acceptable terms
 to continue as going concern;

 •
 risks
 related to our operations and uncertainties related to our business plan and business strategy;

 •
 changes
 in economic conditions;

 •
 uncertainty
 with respect to intellectual property rights, protecting those rights and claims of infringement
 of other's intellectual property;

 •
 competition;
 and

 •
 cybersecurity
 concerns

 This
list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should
be considered carefully, including those contained in this Annual Report under "Risk Factors," and readers should not
place undue reliance on our forward-looking statements. Forward looking statements are made based on management's beliefs,
estimates and opinions on the date the statements are made, and we undertake no obligation to update forward-looking statements if
these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in
the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.
Except as required by
applicable law, including the securities laws of the United States, we do not intend to update any of the forward- looking statements
to conform these statements to actual results.

 Our
financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting
Principles.

 Results
of Operations for the Years Ended December 31, 2023 and 2022

 Revenues

 Our
revenue, which we combine from product sales, royalties on patent licenses and license fees (product development fees), was $20,000 for
the year ended December 31, 2023, a decrease of $259,296 from $279,296 for the same period ended December 31, 2022.

 The 20,000 in revenue for the year ended December
31, 2023, was primarily the result of licensing fees.

 Gross
 Profit

 We had $0 in cost of revenues
for the year ended December 31, 2023, as compared with $4,808 in cost of revenues for the year ended December 31, 2022, so our gross profit
was 20,000, or 100% of sales for 2023 and $274,488, or 98% of sales for 2022.

 Our gross profit in 2023 was due to
licensing revenue, and we hope to generate more revenues from our licenses with Quoin and Ovation for the rest of 2024.

 Operating Expenses

 Operating expenses decreased to
$510,375 for the year ended December 31, 2023, from $512,919 for the same period ended December 31, 2022.

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

 Our
selling, general and administrative expenses for the year December 31, 2023, consisted mainly of accrued salaries and wages of $356,272
and audit and accounting of $40,638. In comparison, Our selling, general and administrative expenses for the year December 31, 2022 consisted
mainly of accrued salaries and wages of $328,769 and audit and accounting of $53,638.

 Other
 Expenses

 We
had other expenses of $1,892,065 for the year ended December 31, 2023, as compared with other expenses of

 $986,455
for the year ended December 31, 2022.

 Our
other expenses for the year ended December 31, 2023, consisted mainly of interest expense, netted against a gain on settlement of debt
and gain on derivative liability changes. Our other expenses for the year ended December 31, 2022 consisted mainly of interest expense,
netted against a gain on forgiveness of debt and gain on derivative liability changes.

 Net
 Loss

 We recorded a net loss of $2,382,440
for the year ended December 31, 2023, as compared with a net loss of $1,224,887 for the year ended December 31, 2022.

 Liquidity
and Capital Resources

 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. The Company has incurred cumulative net losses of $39,380,488 since its inception and requires
capital for its contemplated operational and marketing activities to take place. The Company's ability to generate the necessary
funds through licensing of its core products or the ability to 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. These
factors, among others, raises substantial doubt about the Company's ability to continue as a going concern. The consolidated financial
statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

 As of December 31, 2023, we had total
current assets of $35,460 and total assets in the amount of $162,869. Our total current liabilities as of December 31, 2023, were $3,512,407.
We had a working capital deficit of $3,476,947 as of December 31, 2023, compared with a working capital deficit of $3,535,040 as of December
31, 2022.

 Operating
activities used $75,969 in cash for the year ended December 31, 2023, as compared with $45,170 provided for the year ended December 31,
2022. Our negative operating cash flows for 2023 was the result of our net loss for the year, mainly offset by changes in operating assets
and liabilities and the amortization of debt discount. Our positive operating cash flows for 2022 was largely the result of changes in
operating assets and liabilities, amortization of debt discount offset mainly by the net loss for the periods.

 We
used cash of $10,521 and $2,530 in investing activities for the years ended December 31, 2023 and 2022, respectively, for the purchase
of intangible assets.

 Cash
flows provided by financing activities during the year ended December 31, 2023 amounted to $6,000, as compared with cash used of $27,299
for the year ended December 31, 2022. Our positive financing cash flow for the year ended December 31, 2023 resulted from proceeds from
related part notes. Our negative financing cash flow for the year ended December 31, 2022 resulted from payments on related party loans.

 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 capital.

 Off
Balance Sheet Arrangements

 As
of December 31, 2023, there were no off-balance sheet arrangements.

 Critical
Accounting Policies

 In
December 2001, the SEC requested that all registrants list their most "critical accounting polices" in the Management Discussion
and Analysis. The SEC indicated that a "critical accounting policy" is one which is both important to the portrayal of a
company's financial condition and results, and requires management's most difficult, subjective or complex judgments, often
as a result of the need to make estimates about the effect of matters that are inherently uncertain.

 Product
sales – Revenues from the sale of products (Invisicare polymers) are recognized when title to the products are transferred
to the customer and only when no further contingencies or material performance obligations are warranted, and thereby have earned the
right to receive reasonably assured payments for products sold and delivered.

 Royalty
sales – We also recognize royalty revenue from licensing our patented product formulations only when earned, with no further
contingencies or material performance obligations are warranted, and thereby have earned the right to receive and retain reasonably assured
payments.

 Distribution
and license rights sales – We also recognize revenue from distribution and license rights only when earned (and are amortized
over a five-year period), with no further contingencies or material performance obligations are warranted, and thereby have earned the
right to receive and retain reasonably assured payments.

 Costs
of Revenue – Cost of revenue includes raw materials, component parts, and shipping supplies. Shipping and handling costs is
not a significant portion of the cost of revenue.

 Accounts
Receivable – Accounts receivable is comprised of uncollateralized customer obligations due under normal trade terms requiring
payment within 30 days from the invoice date. The carrying amount of accounts receivable is reviewed periodically for collectability.
If management determines that collection is unlikely, an allowance that reflects management's best estimate of the amounts that
will not be collected is recorded. Management reviews each accounts receivable balance that exceeds 30 days from the invoice date and,
based on an assessment of creditworthiness, estimates the portion, if any, of the balance that will not be collected. As of December
31, 2023, we had not recorded a reserve for doubtful accounts.

 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
7A. Quantitative and Qualitative Disclosures About Market Risk

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

 Item
8. Financial Statements and Supplementary Data

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

 Audited
Financial Statements:

 Report
 of Independent Registered Public Accounting Firm (GreenGrowth CPAs PCOAB # 6580)

 Report
of Independent Registered Public Accounting Firm (Gries & Associates, LLC)

 Consolidated
 Balance Sheets as of December 31, 2023 and 2022

 Consolidated
 Statements of Operations for the years ended December 31, 2023 and 2022

 Consolidated
 Statement of Stockholders' Deficit for the years ended December 31, 2023 and 2022

 Consolidated
 Statements of Cash Flows for the years ended December 31, 2023 and 2022

 Notes
 to Consolidated Financial Statements

 PCA (5/23)

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 Board of Directors and Stockholders

 Skinvisible, Inc

 Opinion on the Financial Statements

 We have audited the accompanying consolidated balance
sheets of Skinvisible, Inc (the Company) as of year end, December 31, 2023, and the related consolidated statements of operations, consolidated
statement of stockholders' deficit, and consolidated statement of cash flows for the period ended December 31, 2023, and the related
notes (collectively referred to as the financial statements).

 In our opinion, the financial statements present
fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and
its cash flows for each of the years in the period ended December 31, 2023, in conformity with accounting principles generally accepted
in the United States of America.

 The financial statements of the Company as of December
31, 2022, were audited by other auditors whose report dated March 28, 2023, expressed an unqualified opinion on those statements.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 Critical Audit Matters

 The critical audit matters communicated below are
matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the
audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially
challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the
financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions
on the critical audit matters or on the accounts or disclosures to which they relate.

 Emphasis of Matter Regarding Going Concern

 The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. As described in Note 2 to the financial statements, the Company
has sustained a net loss of $2,360,848 for the year under audit and has accumulated losses of $39,358,896. These factors, among others,
raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this
uncertainty. Our opinion is not modified with respect to this matter.

 Description of the Matter

 Convertible Debentures

 As described in the Consolidated Balance Sheet and
 in Note 5 to the consolidated financial statements, the Company has established convertible debentures of $5,372,402 as of December 31,
 2023. The promissory notes are unsecure, due five years from issuance, and bear an interest rate of 10%.

 How We Addressed the Matter in Our Audit

 Our procedures consisted of performing review of the agreement signed and review of the adjustments made on the renegotiation of the c onvertible debentures, we also confirmed the unlikelihood of those convertible debentures to be converted. Based on the audit procedures performed, we found the reserve levels to be reasonable.

 /s/ GreenGrowth CPAs

 Los
 Angeles, CA

 April 15, 2024

 We have served as the Company s auditor since 2023

 APPENDIX 9B

 F- 1

 Gries & Associates, LLC

 Certified Public Accountants

 501 S. Cherry Street Ste 1100

 Denver, Colorado 80246

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Board of Directors and Stockholders

Skinvisible, Inc.

 Opinion on the Financial Statements

 We have audited the accompanying balance sheets
of Skinvisible, Inc. (the Company), which comprise the balance sheet as of December 31, 2022 and 2021 and the related statements of Operations,
Changes in Stockholder's Equity, and Cash Flows for the years then ended, and the related notes to the financial statements. In
our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31,
2022 and 2021, and the results of its operations and its cash flows for each of the period then ended in conformity with accounting principles
generally accepted in the United States of America.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United Sates) ("PCAOB")
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. As part of our audits we were required to obtain an understanding of internal
control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluation of the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 Critical Audit Matter

 The critical audit matter communicated below is a matter
arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee
and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the financial
statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical
audit matter or on the disclosures to which it relates.

 Emphasis of Matter Regarding Going Concern

 The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As described in Note 2 to the financial statements, the Company has not generated
any revenues since inception and sustained a net loss of $1,224,887 for the year under audit and has accumulated losses of $36,998,048.
These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

 Emphasis of Matters-Risks and Uncertainties

 The Company is not able to predict the ultimate
impact that COVID -19 will have on its business. However, if the current economic conditions continue, the pandemic could have an
adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company plans
to operate.

 /s/ Gries & Associates, LLC

 We have served as the Company's auditor since 2021.

 Denver, Colorado

 March 28, 2023

 F- 2

 SKINVISIBLE,
INC.

 CONSOLIDATED
BALANCE SHEETS

 (AUDITED)

 31, 2023

 31, 2022

 ASSETS

 Current assets

 Cash

 $

 $
 81,378

 Accounts
 receivable

 5,000

 5,000

 Accounts
 receivable - Related party

 21,592

 14,073

 Prepaid
 expense and other current assets

 7,980

 9,495

 Total
 current assets

 35,460

 109,946

 Patents
 and trademarks, net

 127,409

 136,847

 Total
 assets

 $
 162,869

 $
 246,793

 LIABILITIES AND STOCKHOLDERS'
 DEFICIT

 Current liabilities

 Accounts
 payable and accrued liabilities

 $
 438,668

 $
 1,201,937

 Accrued
 interest payable

 2,575,595

 1,955,820

 Loans
 from related party

 6,000

 —

 Loans
 payable

 433,600

 433,600

 Convertible
 notes payable

 Derivative
 liability

 18,544

 13,629

 Total
 current liabilities

 3,512,407

 3,644,986

 Convertible
 notes payable related party, net of unamortized discount of $ 0 and $ 1,532,992 respectively

 5,372,403

 2,992,143

 Convertible
 notes payable, net of unamortized debt discount of $ 63,785 and $ 127,434, respectively

 301,102

 250,267

 Total liabilities

 9,185,912

 6,887,396

 Stockholders' deficit

 Common
 stock; $ 0.001 par value; 200,000,000 shares authorized; 4,539,843 shares issued and outstanding at December 31, 2023 and December
 31, 2022, respectively

 4,540

 4,540

 Additional
 paid-in capital

 Accumulated
 deficit

 ( 39,380,488
)

 ( 36,998,048
)

 Total
 stockholders' deficit

 ( 9,023,043
)

 ( 6,640,603
)

 Total
 liabilities and stockholders' deficit

 $
 162,869

 $
 246,793

 See Accompanying Notes to Consolidated
Financial Statements.

 F- 3

 SKINVISIBLE,
INC.

 CONSOLIDATED
STATEMENTS OF OPERATIONS

 (AUDITED)

 Years
 ended

 31, 2023

 31, 2022

 Revenues

 $
 20,000

 $
 279,296

 Cost of revenues

 —

 4,808

 Gross
 profit

 20,000

 274,488

 Operating expenses

 Depreciation
 and amortization

 18,771

 18,738

 Selling
 general and administrative

 491,604

 494,182

 Total
 operating expenses

 510,375

 512,920

 Loss from
 operations

 ( 490,375
)

 ( 238,432
)

 Other income and (expense)

 Gain/(loss)
 on settlement of debt

 —

 144,379

 Interest
 expense

 ( 1,887,150
)

 ( 1,162,869
)

 Gain/(loss)
 on change in derivative liability

 ( 4,915
)

 32,035

 Total
 other income (expense)

 ( 1,892,065
)

 ( 986,455
)

 Net
 income (loss)

 $
 ( 2,382,440
)

 $
 ( 1,224,887
)

 Basic
 income (loss) per common share

 $
 ( 0.52
)

 $
 ( 0.27
)

 Fully
 diluted income (loss) per common share

 $
 ( 0.52
)

 $
 ( 0.27
)

 Basic weighted average
 common shares outstanding

 Fully diluted weighted
 average common shares outstanding

 See
Accompanying Notes to Consolidated Financial Statements.

 F- 4

 SKINVISIBLE,
INC.

 CONSOLIDATED
STATEMENT OF STOCKHOLDERS' DEFICIT

 (AUDITED)

 Common
 Stock

 Shares

 Amount

 Additional
 Paid-in Capital

 Shares
 payable

 Accumulated
 Deficit

 Total Stockholders'
 Deficit

 Balance, December
 31, 2021

 4,540

 —

 ( 35,773,161
)

 ( 5,415,716
)

 Net
 loss

 —

 —

 —

 —

 ( 1,224,887
)

 ( 1,224,887
)

 Balance, December
 31, 2022

 4,540

 —

 ( 36,998,048
)

 ( 6,640,603
)

 Net
 loss

 —

 —

 —

 —

 ( 2,382,440
)

 ( 2,382,440
)

 Balance, December
 31, 2023

 $
 4,540

 $

 $
 —

 $
 ( 39,380,488
)

 $
 ( 9,023,043
)

 See Accompanying Notes to Consolidated
Financial Statements.

 F- 5

 SKINVISIBLE,
INC.

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 (AUDITED)

 Years
 ended

 31, 2023

 31, 2022

 Cash flows from operating
 activities:

 Net
 loss

 $
 ( 2,382,440
)

 $
 ( 1,224,887
)

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

 Depreciation
 and amortization

 18,771

 18,738

 Allowance
 for doubtful accounts

 21,592

 —

 Amortization
 of debt discount

 1,278,901

 660,686

 Gain/(loss)
 on settlement of debt

 —

 ( 144,379
)

 Gain/(loss)
 on change in derivative liability

 4,915

 ( 32,035
)

 Changes
 in operating assets and liabilities:

 Decrease
 (Increase) in prepaid assets

 1,515

 ( 1,370
)

 Decrease
 (Increase) in accounts receivable

 —

 ( 18,991
)

 Increase
 (decrease) in accounts payable and accrued liabilities

 388,926

 306,655

 Decrease
 in due from related party

 ( 29,111
)

 —

 Increase
 in accrued interest

 619,774

 480,753

 Net cash
 provided (used in) operating activities

 ( 77,157
)

 45,170

 Cash flows from investing
 activities:

 Purchase
 of intangible assets

 ( 9,333
)

 ( 2,530
)

 Net cash
 used in investing activities

 ( 9,333
)

 ( 2,530
)

 Cash flows from financing
 activities:

 Payments
 on related party loans

 —

 ( 27,299
)

 Proceeds
 from related party loans

 6,000

 —

 Net
 cash provided by (used in) financing activities

 6,000

 ( 27,299
)

 Net change in cash

 ( 80,490
)

 15,341

 Cash, beginning of period

 81,378

 66,037

 Cash, end of period

 $

 $
 81,378

 Supplemental disclosure of
 cash flow information:

 Cash
 paid for interest

 $
 —

 $
 —

 Cash
 paid for tax

 $
 —

 $
 —

 SUPPLEMENTAL DISCLOSURE OF
 CASH FLOW INFORMATION:

 Non-cash
 investing and financing activities:

 Accrued
 salary settled with Convertible notes payable related party

 1,152,194

 —

 See Accompanying Notes to Consolidated
Financial Statements.

 F- 6

 SKINVISIBLE, INC.

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 1. DESCRIPTION OF BUSINESS
AND HISTORY

 Description of business

 Skinvisible,
Inc., (referred to as the "Company") is focused on the development, manufacture and sales of innovative topical, transdermal
and mucosal polymer-based delivery system technologies and formulations incorporating its patent-pending formula/process for combining
hydrophilic and hydrophobic polymer emulsions. The technologies and formulations have broad industry applications within the pharmaceutical,
over-the-counter, personal skincare and cosmetic arenas. Additionally, the Company's non-dermatological formulations offer solutions
for a broad spectrum of markets including women's health, pain management, and others. The Company maintains executive and sales
offices in Las Vegas, Nevada.

 History

 The Company was incorporated
in Nevada on March 6, 1998, under the name of Microbial Solutions, Inc. The Company underwent a name change on February 26, 1999, when
it changed its name to Skinvisible, Inc. The Company's subsidiary's name of Manloe Labs, Inc. was also changed to Skinvisible
Pharmaceuticals, Inc.

 Skinvisible, Inc., together with its subsidiaries,
shall herein be collectively referred to as the "Company."

 2. BASIS
OF PRESENTATION AND GOING CONCERN

 Basis of presentation

 The accompanying audited
financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States
of America. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation
of financial position and the results of operations for the period presented have been reflected herein.

 Going concern

 The accompanying financial statements have been
prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course
of business. For the year ended December 31, 2023, the Company had a net loss of $ 2,382,440. The Company has also incurred cumulative
net losses of $ 39,380,488 since its inception and requires capital for its contemplated operational and marketing activities to take place.
These factors, among others, raises substantial doubt about the Company's ability to continue as a going concern within one year
from the date of filing. Managements plans for the Company are to generate the necessary funding
through licensing of its core products and to seek additional debt and equity funding. However, the Company's ability to
generate the necessary funds through licensing or raise additional capital through the future issuances of common stock or debt is unknown.
The obtainment of additional financing, the successful development of the Company's contemplated plan of operations, and its transition,
ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The consolidated financial
statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

 The Company's operations and business have experienced
disruption due to the unprecedented conditions surrounding the COVID-19 pandemic spreading throughout the United States and elsewhere.
The spread of COVID-19 has caused a change in the availability of our staff and support services. Due to the COVID-19 pandemic, there
has been uncertainty and disruption in the global economy and financial markets. The Company is not aware of any specific event or circumstance
that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the
date of issuance of this filing. These estimates could change in the future, as new events occur, or additional information is obtained.

 F- 7

 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.

 Fair Value of financial instruments

 The
carrying value of cash, accounts payable and accrued expenses, and debt (See Notes 6 & 8) approximate their fair values because of
the short-term nature of these instruments. Management believes the Company is not exposed to significant interest or credit risks arising
from these financial instruments. The carrying amount of the Company's convertible debt is also stated at a fair value of $ 5,764,477
since the stated rate of interest approximates market rates.

 Fair value is defined as the exchange price that would
be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or
liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value
maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a fair value hierarchy based on
three levels of inputs, of which the first two are considered observable and the last unobservable.

 •

 Level 1 Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets. The Company uses Level 1 measurements to value the transactions when it issues shares, warrants, options and debt with beneficial conversion features.

 •

 Level 2 Quoted prices for similar assets and liabilities in active markets; quoted prices included for identical or similar assets and liabilities that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. These are typically obtained from readily available pricing sources for comparable instruments. The Company did not rely on any Level 2 measurements for any of its transactions in the periods included in these financial statements.

 •

 Level 3 Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity's own beliefs about the assumptions that market participants would use in pricing the asset or liability, based on the best information available in the circumstances. The Company did not rely on any Level 3 measurements for any of its transactions in the periods included in these financial statements.

 F- 8

 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.

 Distribution and license
rights sales – We also recognize revenue from distribution and license rights when no further contingencies or material
performance obligations are warranted, and thereby have earned the right to receive and retain reasonably assured payments.

 The Company has made an accounting policy election
to exclude from the measurement of the transaction price all taxes assessed by governmental authorities that are collected by the Company
from its customers (sales and use taxes, value added taxes, some excise taxes).

 Accounts Receivable

 Accounts receivable is comprised of uncollateralized
customer obligations due under normal trade terms requiring payment within 30 days from the invoice date. The carrying amount of accounts
receivable is reviewed periodically for collectability. If management determines that collection is unlikely, an allowance that reflects
management's best estimate of the amounts that will not be collected is recorded. Management reviews each accounts receivable balance
that exceeds 30 days from the invoice date and, based on an assessment of creditworthiness, estimates the portion, if any, of the balance
that will not be collected. As of December 31, 2023 and 2022, the Company had recorded allowances for doubtful receivables in the amounts
of 21,592 and $0, respectively.

 Intangible assets

 The Company follows
Financial Accounting Standard Board's (FASB) Codification Topic 350-10 ("ASC 350-10"), " Intangibles –
Goodwill and Other ". According to this statement, intangible assets with indefinite lives are no longer subject to amortization,
but rather an annual assessment of impairment by applying a fair-value based test. Under ASC 350-10, the carrying value of assets
are calculated at the lowest level for which there are identifiable cash flows.

 Income taxes

 The Company accounts for its
income taxes in accordance with FASB Codification Topic ASC 740-10, " Income Taxes ", which requires recognition of
deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax bases and tax credit carry-forwards. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected
to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.

 F- 9

 Stock-based compensation

 The Company
follows the guidelines in FASB Codification Topic ASC 718-10 " Compensation-Stock Compensation ", which requires the
measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee
stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair values.

 Earnings (loss) per share

 The Company reports earnings (loss) per share in accordance with FASB Codification Topic ASC 260-10 "Earnings Per Share",
Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number
of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator
is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been
issued and if the additional common shares were dilutive. Diluted earnings (loss) per share has not been presented for the year ending
December 31, 2022 since the effect of the assumed exercise of options and warrants to purchase common shares (common stock equivalents)
would have an anti-dilutive effect. There 82,981,326 additional shares issuable in connection with outstanding options, warrants, stock
payable and convertible debts as of December 31, 2023 The shares issuable under each instrument is as follows; 82,981,326 shares issuable
under convertible notes.

 Recently issued accounting pronouncements

 In August 2020, the FASB issued ASU 2020-06,
"Debt - Debt with Conversion and Other Options (subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity
(subtopic 815-40)," which reduces the number of accounting models in ASC 470-20 that require separate accounting for embedded conversion
features. As a result, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost as long
as no other features require bifurcation and recognition as derivatives. By removing those separation models, the effective interest rate
of convertible debt instruments will be closer to the coupon interest rate. Further, the diluted net income per share calculation for
convertible instruments will require the Company to use the if-converted method. The treasury stock method should no longer be used to
calculate diluted net income per share for convertible instruments. The amendment will be effective for the Company for fiscal years beginning
after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal
years beginning after December 15, 2020, including interim periods within those fiscal years.

 4. INTANGIBLE AND OTHER
ASSETS

 Patents and other intangible assets are capitalized
at their historical cost and are amortized over their estimated useful lives. As of December 31, 2023 intangible assets total $ 127,409,
net of $ 167,045 of accumulated amortization. As of December 31, 2022, intangible assets total $ 136,847, net of $ 148,273 of accumulated
amortization.

 License and distributor rights were acquired
by the Company in January 1999 and provide exclusive use distribution of polymers and polymer based products. The Company has a non-expiring
term on the license and distribution rights. Accordingly, the Company annually assesses this license and distribution rights for impairment
and has determined that no impairment write-down is considered necessary as of December 31, 2023.

 F- 10

 5. RELATED PARTY TRANSACTIONS

 Convertible Notes Related Party

 Convertible Notes Payable Related Party consists of the following:

 December 31, 2023

 December 31, 2022

 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. 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. On January 31, 2023 the notes holders settled the Through the issuance of a new convertible
 promissory note dated January 31, 2023.

 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 $ 1,228,066 and $ 457,389 during the year ended December 31, 2023 and 2022, respectively.

 $

 —

 $

 4,220,209

 On
January 31, 2023, the Company renegotiated accrued salaries, vacation, and outstanding convertible notes for its two officers. Under
the terms of the agreements, all outstanding notes totaling $ 4,220,209,
accrued salaries of $ 1,062,000,
accrued vacation of $ 90,193
 were converted to promissory notes convertible
into common stock with a warrant feature. The convertible promissory notes are unsecured, due five years from issuance, and bear an interest rate of 10 %. At the investor's option until the repayment date, the note may be converted to shares
of the Company's common stock at a fixed price of $0.10 per share along with warrants to purchase one share for every two shares
issued at the exercise price of $0.15 per share for three years after the conversion date.

 5,372,402

 —

 Unamortized debt discount

 —

 ( 1,228,066)

 Total, net of unamortized discount

 $

 5,372,402

 $

 2,992,143

 F- 11

 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."

 As of December 31, 2023, $ 433,600 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:

 December 31,

 December 31,

 2023

 2022

 $ 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.

 Original issue discount

 —

 —

 Unamortized debt discount

 —

 —

 Total, net of unamortized discount

 On June 30, 2019, the Company renegotiated accrued salaries and interest and outstanding convertible notes for a former employee. Under the terms of the agreements, all outstanding notes totaling $ 224,064, accrued interest of $ 119,278, accrued salaries of $ 7,260 and accrued vacation of $ 1,473 were converted to a promissory note convertible into common stock with a warrant feature. The convertible promissory note is unsecured, due five years from issuance, and bears an interest rate of 10 %. At the noteholder's option until the repayment date, the note may be converted to shares of the Company's common stock at a fixed price of $0.20 per share along with warrants to purchase one share for every two shares issued at the exercise price of $0.30 per share for three years after the conversion date.

The Company has determined the value associated with the beneficial conversion feature in connection with the notes to be $ 152,642 as valued under the intrinsic value method. The aggregate beneficial conversion feature has been accreted and charged to interest expenses in the amount of $ 38,023 and $ 50,974 for the year ended December 31, 2023 and 2022, respectively.

 352,075

 352,075

 Unamortized debt discount

 ( 50,973

)

 ( 101,808)

 Total, net of unamortized discount

 341,102

 250,267

 Total Convertible Notes

 $

 341,102

 $

 290,267

 Current portion:

 Total long-term convertible notes

 $

 301,102

 $

 250,267

 F- 12

 8. COMMITMENTS AND CONTINGENCIES

 License Agreement

 On
October 17, 2019, Skinvisible entered an Exclusive License Agreement with Quoin pursuant to which Skinvisible granted to Quoin a license
to certain patents for the development of products for commercial sale. In exchange for the license, Quoin agreed to pay to Skinvisible
a license fee of $ 1,000,000 and a royalty percentage on all net sales on the licensed products subject to adjustment in certain
situations. The agreement also requires that Quoin make certain milestone payments to Skinvisible upon achieving regulatory approval milestones
for certain drug products.

 The
agreement is subject to termination, if among other things, 50 % of the license fee is not paid by December 31, 2019 and if the
full License Fee is not paid by March 31, 2020. No payments were made by Quoin and the agreement was terminated on December 31, 2019.
Both Parties subsequently determined that they continue to see the value in a partnership and therefore on May 8, 2020 and again on July
31, 2020 the companies agreed to extend the Exclusive License Agreement, as amended under the same terms to expire on September 30, 2020 and
on January 27, 2021 the companies agreed to revise the milestone payments due under the agreement and to extend the agreement indefinitely.

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

 As
partial consideration for the rights conveyed by Skinvisible under this Agreement, Licensee agrees to pay to Skinvisible a one-time, non-refundable,
non-creditable license issue fee of one million USD dollars ( $ 1,000,000).

 9. INCOME TAXES

 The Company provides for income taxes under
FASB ASC 740, Accounting for Income Taxes. FASB ASC 740 requires the use of an asset and liability approach in accounting for income
taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets
and liabilities and the tax rates in effect currently.

 FASB ASC 740 requires the reduction of
deferred tax assets by a valuation allowance, if, based on the weight of available evidence, it is more likely than not that some or all
of the deferred tax assets will not be realized. In the Company's opinion, it is uncertain whether they will generate sufficient
taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a valuation allowance equal to the deferred tax
asset has been recorded. The total deferred tax asset is approximately $ 8.3 million as of December 31, 2023 which is calculated by multiplying
a 21 % estimated tax rate by the cumulative net operating loss (NOL) of approximately $ 39.0 million.

 Due to the enactment of the Tax Reform
Act of 2017, we have calculated our deferred tax assets using an estimated corporate tax rate of 21 %. US Tax codes and laws may be subject
to further reform or adjustment which may have a material impact to the Company's deferred tax assets and liabilities.

 The Company will recognize interest and
penalties related to uncertain tax positions as a component of income tax expense. As of December 31, 2023, the Company had no accrued
interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company's statement of operations.

 F- 13

 The significant components of the Company's
deferred tax assets and liabilities as of December 31, 2023 and 2022 are as follows:

 As of December 31,

 2023

 2022

 Cumulative tax net operating losses (in millions)

 $
 39.0

 $
 37.0

 Deferred tax asset (in millions)

 $
 8.3

 $
 7.8

 Valuation allowance (in millions)

 ( 8.3
)

 ( 7.8

 Current taxes payable

 —

 —

 Income tax expense

 $
 —

 $
 —

 As of December
31, 2023 and 2022, the Company had gross federal net operating loss carryforwards of approximately $ 39.0 million and $ 37.0 million,
respectively.

 The Company
plans to file its U.S. federal return for the year ended December 31, 2023 upon the issuance of this filing. Upon filing of the tax return
for the year ended December 31, 2023 the actual deferred tax asset and associated valuation allowance available to the Company may differ
from management's estimates. The tax years 2020-2022 remained open to examination for federal income tax purposes by the major
tax jurisdictions to which the Company is subject. No tax returns are currently under examination by any tax authorities.

 10. 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 December
31, 2023 and 2022, respectively.

 11. SUBSEQUENT EVENTS

 In accordance with ASC Topic 855-10, the Company has analyzed
its operations subsequent to December 31, 2023 to the date these financial statements were available to be issued and has determined
that it does not have any material subsequent events to disclose in these financial statements.

 F- 14

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

 We
(the "Company") were informed that Gries & Associates, LLC ("Gries") had sold its business to GreenGrowth
CPAs ("GreenGrowth"). On October 17, 2023, we engaged and executed an agreement with GreenGrowth, as the Company's
new independent accountant to replace Gries. The engagement of GreenGrowth was approved by our Board of Directors.

 Item
9A. Controls and Procedures

 As
required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure
controls and procedures as of the end of the period covered by this annual report, being December 31, 2023. This evaluation was carried
out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.

 Disclosure
controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our
reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time
periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include controls
and procedures designed to ensure that information required to be disclosed in our company's reports filed under the Securities
Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure.

 Based
upon that evaluation, including our Chief Executive Officer and Chief Financial Officer, we have concluded that our disclosure controls
and procedures were ineffective as of the end of the period covered by this annual report.

 Management's
Annual Report on Internal Control over Financing Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f)
under the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial reporting
as of December 31, 2023, based on criteria established in Internal Control- Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of December 31, 2023, our internal
control over financial reporting was not effective. Our management identified the following material weaknesses in our internal control
over financial reporting, which are indicative of many small companies with small staff: (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.

 We
plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this
annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses,
we hope to implement the following changes during our fiscal year ending December 31, 2024: (i) appoint additional qualified personnel
to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures
for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional
financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts
may be adversely affected in a material manner.

 This
annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to an exemption
for non-accelerated filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

 Item
9B. Other Information

 None

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 None

 PART
 III

 Item
10. Directors, Executive Officers and Corporate Governance

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

 Name

 Age

 Position(s) and Office(s) Held

 Terry Howlett

 Chief Executive Officer, Chief Financial Officer, and Director

 David St. James

 Director

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

 Mr.
Terry H. Howlett, has been our Chief Executive Officer and Director since March 5, 1998. Mr. Howlett has a diversified background
in market initialization and development, sales and venture capital financing for emerging growth companies. He has held senior management,
marketing and sales positions with various companies, including the Canadian Federation of Independent Business, Family Life Insurance,
and Avacare of Canada and founded Presley Laboratories, Inc., which marketed cosmetic and skin, care products on a direct sales basis.
For the ten years prior to becoming President of the Company, Mr. Howlett was the President and CEO of Voice-it Solutions, Inc., a publicly
traded company on the Vancouver Stock exchange that made voice response software for order entry systems.

 Mr.
David St. James is an inventor and businessman based in Las Vegas, Nevada. He has invented and co-invented turbochargers and superchargers,
some of which are in use today on production vehicles and in Formula 1. He has also been involved in other various aspects of the automotive
industry, including product development, service, and repair. He has been an Officer and Director of Homeland Resources Ltd. since July
of 2014 and currently serves as the President and a Director. He has been the Vice President and a Director of Nouveau Ventures Inc.
since August of 2014. Mr. St. James served as the President of XLR Medical Corporation from January 2009 through January 2012.

 Directors

 Our
bylaws authorize no less than one (1) and more than twelve (12) directors. We currently have two directors.

 Term
of Office

 Our
Directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed
from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the
board.

 Significant
 Employees

 Ms.
Doreen McMorran, is head of Business Development. Ms. McMorran brings to the Company almost 20 years of experience in the medical
and pharmaceutical industry, specifically in the areas of strategic planning, sales and marketing. She has spent the last seven years
selling to international dermatology and skincare focused companies like Procter and Gamble, Johnson & Johnson, Stiefel, Galderma,
Novartis and Graceway, to name a few. Ms. McMorran, who holds a Bachelor of Commerce (Honors) degree, spent six years in the pharmaceutical
industry with Astra Pharma. Additionally, she has held senior management level positions with a number of healthcare companies, focusing
on business development, sales, marketing and operations.

 Family
 Relationships

 There
are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors
or executive officers.

 Involvement
in Certain Legal Proceedings

 To
the best of our knowledge, during the past ten years, none of the following occurred with respect to a present or former director,
executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general
partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a
criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3)
being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of
business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or
the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has
not been reversed, suspended or vacated.

 Audit
 Committee

 We
do not have a separately designated standing audit committee. The entire board of directors performs the functions of an audit committee,
but no written charter governs the actions of the board of directors when performing the functions of that would generally be performed
by an audit committee. The board of directors approves the selection of our independent accountants and meets and interacts with the
independent accountants to discuss issues related to financial reporting. In addition, the board of directors reviews the scope and results
of the audit with the independent accountants, reviews with management and the independent accountants our annual operating results,
considers the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be
paid to the independent auditor and the performance of the independent auditor.

 We
do not have an audit committee financial expert because of the size of our company and our board of directors at this time. We believe
that we do not require an audit committee financial expert at this time because we retain outside consultants who possess these attributes
as needed.

 For
the fiscal year ending December 31, 2023, the board of directors:

 1.
 Reviewed
 and discussed the audited financial statements with management, and

 2.
 Reviewed
 and discussed the written disclosures and the letter from our independent auditors on the
 matters relating to the auditor's independence.

 Based upon the board of directors'
review and discussion of the matters above, the board of directors authorized inclusion of the audited financial statements for the year
ended December 31, 2023, to be included in this Annual Report on Form 10-K and filed with the Securities and Exchange Commission.

 Section
16(a) Beneficial Ownership Reporting Compliance

 Section
16(a) of the Exchange Act requires our directors and executive officers and persons who beneficially own more than ten percent of a registered
class of the Company's equity securities to file with the SEC initial reports of ownership and
reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten
percent beneficial shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To the
best of our knowledge based solely on a review of Forms 3, 4, and 5 (and any amendments thereof)
received by us during or with respect to the year ended December 31, 2023, all filings were timely made.

 Code
of Ethics

 We
adopted a Code of Ethics for Financial Executives, which include our principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions. The Code of Ethics was filed as an exhibit to the annual report
on Form 10KSB for the fiscal year ended December 31, 2004 and filed with the SEC on April 14, 2005.

 Item
11. Executive Compensation Compensation Discussion and Analysis

 Currently,
the objective of the cash compensation paid by the company is to provide fair reimbursement for the time spent by our executive officer
and independent directors to the extent feasible within the financial constraints faced by our developing business. The stock options
granted to our executive officer and to our independent directors are intended to provide these individuals with incentives to pursue
the growth and development of the company's operations and business opportunities. Although the options awarded to our executive
and directors are typically exercisable immediately, they also remain valid and exercisable for terms of several years. We believe this
provides the proper balance of short-term and long-term incentives to increase the value of the company. Although an immediate increase
in share price following the issuance of the options would obviously result in a profit if those options were exercised, the longer exercisable
period of the options also provides an incentive to increase value over the long term and gives our executive officer and directors the
opportunity to realize gains based on the sustained growth of our operations and revenues.

 In
addition, our sole executive officer holds substantial ownership in the company and is generally motivated by a strong entrepreneurial
interest in expanding our operations and revenue base to the best of his ability.

 Summary
Compensation Table

 The
table below summarizes all compensation awarded to, earned by, or paid to our former or current executive officers for the fiscal years
ended December 31, 2023 and 2022.

 SUMMARY COMPENSATION TABLE

 Name and principal position

 Year

 Salary ($)

 Bonus

 ($)

 Stock

 Awards

 ($)

 Option

 Awards

 ($)

 Non-Equity

 Incentive Plan

 Compensation

 ($)

 Nonqualified

 Deferred

 Compensation

 Earnings ($)

 All Other

 Compensation

 ($)

 Total

 ($)

 Terry Howlett

CEO & CFO

 2023

 2022

 180,000

 180,000

 —

 —

 —

 —

 —

 —

 180,000 (1)

 180,000 (2)

 (1)
Due to financial constraints, however, the total paid
to Mr. Howlett during the fiscal year ended December 31, 2023 was $0.

 (2)
Due to financial constraints, however, the total salary
paid to Mr. Howlett during the fiscal year ended December 31, 2022 was $0.

 Narrative
Disclosure to the Summary Compensation Table

 We
granted Mr. Howlett the right to convert his accrued compensation of $0 and $630,000 as of December 31, 2023 and 2022 into our common
stock at $0.10 per share at any time until 2028. If exercised, we also agreed to issue one three-year warrant for every two shares converted
by Mr. Howlett exercisable at $0.15 per share.

 Outstanding
Equity Awards at Fiscal Year- End

 There
were no unexercised options, stock that has not vested, or equity incentive plan awards as of December 31, 2023.

 The
table below summarizes all compensation of our directors as of December 31, 2023.

 DIRECTOR COMPENSATION

 Name

 Fees Earned or Paid in Cash

 ($)

 Stock Awards ($)

 Option Awards

 ($)

 Non-Equity Incentive Plan Compensation ($)

 Non-Qualified Deferred Compensation Earnings

 ($)

 All Other Compensation ($)

 Total

 ($)

 David St. James

 $6,000

 -

 -

 -

 -

 -

 -

 Narrative
Disclosure to the Director Compensation Table

 All
the fees earned or paid in cash and stock options awards granted to Terry Howlett were earned in connection with his service as an executive
officer. Mr. Howlett received no compensation for his service as a member of our board of directors.

 Mr
St. James was paid $6,000 for his services during the year ended December 31, 2023.

 On
September 22, 2018, we granted an option to purchase 2,000 shares of our common stock to Mr. St. James. The options have a strike price
of $1.75. The stock options were exercisable upon grant and have a life of 5 years. The stock options were valued at $35,497 using the
Black-Scholes option pricing model. These options expired on September 21, 2023.

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 The
following table sets forth, as of March 12, 2024, the beneficial ownership of our common stock by each executive officer and director,
by each person known by us to beneficially own more than 5% of our common stock and by the executive officers and directors as a group.

 Title of class

 Name
 and address of beneficial owner (1)

 Amount
 of beneficial ownership (2)

 Percent
 of class (3)

 Executive
 Officers & Directors:

 Common

 Terry Howlett (4)

 11,041,001 shares

 %

 Common

 David St. James (5)

 2,000 shares

 Less than 1

 %

 Total of All Directors
 and Executive Officers:

 11,043,001 shares

 %

 More Than 5% Beneficial
 Owners:

 Doreen McMorran (6)

 10,250,510 shares

 %

 (1)

 Except
 as otherwise indicated, the address of each person named in this table is c/o Skinvisible, Inc., 6320 South Sandhill Road, Suite
 10, Las Vegas, Nevada 89120.

 (2)

 As
 used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct
 the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power
 to dispose of, or to direct the disposition of, a security). In addition, for purposes of this table, a person
 is deemed, as of any date, to have "beneficial ownership" of any security that such person has the
 right to acquire within 60 days after such

 date.

 (3)

 Except as otherwise
 indicated, all shares are owned directly and the percentage shown is based on 4,539,843 shares of common stock issued and outstanding
 on March 12, 2024.

 (4)

 Includes
 154,466 shares held in his name as indicated on our shareholder list, and 10,886,535 shares of common stock held in derivative securities.

 (5)

 Includes
 an option to purchase 2,000 shares of common stock at $0.035 per share.

 (6)

 Includes
 36,000 shares held in her name as indicated on our shareholder list, and 10,214,510 shares of common stock held in derivative securities.

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

 Aside
from that which follows and in "Executive Compensation," none of our directors or executive officers, nor any proposed nominee
for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting
rights attached to all of our outstanding shares, nor any members of the immediate family (including spouse, parents, children, siblings,
and in-laws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction for the last two fiscal
years or in any presently proposed transaction which, in either case, has or will materially affect us.

 On
February 3, 2020, we entered into a License Agreement with Ovation Science, pursuant to which the Company granted to Ovation Science
Inc. a license for the manufacture and distribution rights to its hand sanitizer product, DermSafe. In exchange for the license, Ovation
Science Inc. agreed to pay to Skinvisible a percentage on all net sales on the licensed products subject to adjustment in certain situations
plus a license fee payable in year 3 of the agreement if it chooses to continue the license.

 On
June 10, 2020, Ovation Science Inc. paid the Company the fee otherwise due in year 3 and in exchange the Company extended the term of
Ovation's license to 6-years and granted Ovation additional rights to its hand sanitizer products and assigned Canadian Identification
Numbers 02310589 and 02355558, all DermSafe Trademarks, DermSafe clinical data and the right to patent DermSafe where not currently patented.
In exchange for these rights Ovation paid a $100,000 license fee. The Company completed the required assignments during the year ending
December 31, 2021 and recognized $100,000 in revenue.

 The
Company earned $[*] and $0 in royalties under the license agreement during the years ending December 31, 2023 and 2022, respectively.

 The
Company sold polymer products to Ovation Science Inc and earned $[*] and $0 as of December 31, 2023 and 2022, respectively.

 During
the year ended December 31, 2023, $[*] in advances were repaid to Mr. Howlett. During the year ended December 31, 2023, $[*] in advances
were repaid to Ms. McMorran.

 As
of December 31, 2023, $[*] and $[*] in advances remained due to Mr. Howlett and Ms. McMorran, respectively, and all other related party
notes have been extinguished or re-negotiated as convertible notes.

 The following
table details the notes that are outstanding for Terry Howlett and Doreen McMorran.

 Noteholder

 Date
 of Note

 Interest

 Maturity

 Outstanding
 Principal as of December 31, 2023

 Terry

 June
 30, 2019

 10%

 31,

 2024

 $[*]

 Terry

 June
 30, 2019

 10%

 31,

 2024

 $[*]

 Terry

 31, 2019

 10%

 31,

 2019

 $[*]

 Accrued
 Interest as of December 31, 2022

 Terry

 $[*]

 Noteholder

 Date
 of Note

 Interest

 Maturity

 Outstanding
 Principal as of December 31, 2023

 Doreen
 McMorran

 June
 30, 2019

 10%

 31,

 2024

 $[*]

 Doreen
 McMorran

 June
 30, 2019

 10%

 31,

 2024

 $[*]

 Accrued
 Interest as of December 31, 2023

 Doreen
 McMorran

 $[*]

 Item
14. Principal Accounting Fees and Services

 Below
is the table of Audit Fees (amounts in US$) billed by our auditor in connection with the audit of the Company's annual financial
statements for the years ended:

 Financial
 Statements for the

 Year Ended December 31

 Audit
 Services

 Audit
 Related Fees

 Tax
 Fees

 Other
 Fees

 2022

 $

 35,500

 $

 $

 $

 2023

 $

 19,000

 $

 $

 $

 PART
 IV

 Item
15. Exhibits, Financial Statements Schedules

 (a)
 Financial
 Statements and Schedules

 The
following financial statements and schedules listed below are included in this Form 10-K. Financial Statements (See Item 8)

 (b)
 Exhibits

 Exhibit Number

 Description

 2.1

 Agreement and Plan of Merger (4)

 2.2

 Termination and Release Agreement (6)

 3.1

 Articles of Incorporation, as amended (1)

 3.2

 Bylaws, as amended (1)

 3.3

 Certificate of Amendment (2)

 3.4

 Certificate of Change (5)

 14.1

 Code of Ethics (3)

 31.1

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

 31.2

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

 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

 by reference to the Registration Statement on Form 10SB12G filed on April; 30, 1999.

 by reference to the Report on Form 8-K filed on September 12, 2008.

 by reference to Current report on Form 10-KSB filed with the Securities and Exchange Commission on April 14, 2005.

 by reference to the Report on Form 8-K filed on March 29, 2018

 by reference to the Report on Form 8-K filed on January 22, 2019

 by reference to the Report on Form 8-K filed on October 22, 2019

 Item
16. Form 10-K Summary

 None.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the 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.

 By:

 /s/
 Terry Howlett

 Terry

 President,
 Chief Executive Officer, Principal Executive Officer,

 Chief
 Financial Officer, Principal Financial Officer, Principal Accounting Officer and Director

 April
 16, 2024

 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/
 Terry Howlett

 Terry

 President,
 Chief Executive Officer, Principal Executive Officer,

 Chief
 Financial Officer, Principal Financial Officer, Principal Accounting Officer and Director

 April
 16, 2024

 By:

 /s/
 David St. James

 David
 St. James

 Director

 April
16, 2024