UNITED STATES

SECURITIES AND EXCHANGE COMMISSION ~~WASHINGTON, D.C. 20549~~

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
	For the fiscal year ended December 31, 2024
☐	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
~~For the transition period from _________ to ________~~	For the transition period from _________ to ________
~~Commission file number: 000-25911~~	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
6320 South Sandhill Road, Unit 9, 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

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

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

Indicate 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 [ ]

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.

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

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

Indicate by check mark whether the registrant 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 (1515U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

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. ☐

Indicate 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~~State the aggregate market value of the voting and non-voting common equity held by ~~check~~non-affiliates ~~mark~~computed ~~whether~~by reference to the ~~registrant~~price isat awhich ~~shell~~the ~~company~~common (equity was last sold, or the average bid and asked price of such common equity, as ~~defined~~of inthe ~~Rule~~last ~~12b-2~~business day of the ~~Exchange~~registrant’s ~~Act)~~most recently completed second fiscal quarter . $3,524,063

~~Yes~~Indicate ☐the number of shares outstanding Noof ☒each of the registrant’s classes of common stock, as of the latest practicable date. 5,316,843 common shares as of April 10, 2025

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

Indicate 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

TABLE OF CONTENTS

		Page
PART I	~~PART I~~
Item 1.	Business	3
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	14
Item 1C.	Cybersecurity	14
Item 2.	Properties	14
Item 3.	Legal Proceedings	14
Item 4.	Mine Safety Disclosures	14
PART II	~~PART II~~
Item 5.	Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities	15
Item 6.	[Reserved]	17
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 8.	Financial Statements and Supplementary Data	2120
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	2221
Item 9A.	Controls and Procedures	2221
Item 9B.	Other Information	2221
Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	2221
PART III	~~PART III~~
Item 10.	Directors, Executive Officers and Corporate Governance	2322
Item 11.	Executive Compensation	2524
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	2625
Item 13.	Certain Relationships and Related Transactions, and Director Independence	2725
Item 14.	Principal Accountant Fees and Services	2826
PART IV	~~PART IV~~
Item 15.	Exhibits, Financial Statement Schedules	2927
Item 16.	Form 10-K Summary	2927

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PART I

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~~We ~~Company~~are 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~~ 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~~ 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.

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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.

$1In addition,~~000,000)~~ (and upon the ~~“License~~successful ~~Fee”) and~~approval ~~will~~in ~~additionally~~the ~~pay~~US or European Union, whichever occurs first, Skinvisible is entitled to receive a single digit royalty percentage ~~interest~~ of ~~all~~Quoins net sales onrevenues ~~the~~for any licensed ~~products~~product ~~subject~~covered toby ~~adjustment~~the inpatent ~~certain~~rights ~~situations. The~~licensed ~~agreement~~under ~~also~~the ~~requires~~License ~~that~~Agreement. Plus, Quoin ~~make~~also aagreed ~~milestone~~to ~~payment~~pay Skinvisible 25% of $5any ~~million~~revenues tothey usreceive ~~upon~~as ~~achieving~~royalties in the ~~first~~event tothat ~~occur~~they ofsublicense ~~either~~any ~~FDA~~licensed orproducts ~~European~~to ~~Union~~a ~~regulatory~~third ~~approval for one product licensed~~party.

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.

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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.

On June 27, 2024, Quoin announced an International Expansion of ongoing clinical trials for Netherton Syndrome in Saudia Arabia. The site is currently treating Netherton patients who are eligible for recruitment into Quoin studies.

On October 22, 2024, Quoin announced further International Expansion of ongoing clinical trials for Netherton Syndrome with two additional clinical sites to be opened in the United Kingdom where both sites are recognized Centers of Excellence for Netherton Syndrome in the UK.

On November 5, 2024, Quoin Pharmaceuticals initiated clinical testing of its lead product in a pediatric Netherton Syndrome patient. This clinical assessment is being performed on a pediatric patient at children’s health Ireland in Dublin; the first evaluation of QRX003, powered by Skinvisible’s Invisicare technology, in a pediatric patient.

On December 19, 2024, Quoin Pharmaceuticals announced FDA clearance to initiate a new additional Netherton Syndrome (NS) clinical study for QRX003. The company further announced that the study will be conducted by Dr. Amy Paller, of Northwestern University. It is planned that up to eight subjects will be enrolled into the study and will have QRX003 applied twice daily to greater than 80% of their entire body surface area (BSA) over a 12-week period. By comparison, in Quoin’s ongoing open-label and double-blind clinical studies, QRX003 is applied to approximately 20% of the subject’s BSA, typically the arms and lower leg. This new study, designed to mimic how NS patients will use QRX003 if approved, represents the most extensive use of QRX003 in a clinical setting to date. It is anticipated that the data generated from this study will be used to supplement the data package to support the potential regulatory approval of QRX003 as a treatment for NS.

Quoin also announced other key developments, including:

	•	Significant clinical improvements in both open label and pediatric studies including subject's disease classification improved from "severe" to "mild" after 6 weeks dosing;
	•	No adverse events or safety concerns reported to date from each of Quoin's ongoing clinical studies in Netherton Syndrome subjects; and
	•	License of Netherton Syndrome product QRX003 with Invisicare delivery technology in 60 countries.

License Agreement with Ovation Science

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

On June 10, 2020, Ovation Science paid us the fee otherwise due in year 3 and in exchange we extended the term of Ovation Science’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 Science paid a $100,000 license fee. We completed the required assignments during the year ending December 31, 2020 and recognized $100,000 in revenue.

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Patent Applications for Transdermal Delivery for Obesity and Glucose-Controlling Agents

In May and June of 2024, we filed provisional patent applications covering formulations that leverage Invisicare for the transdermal administration of obesity drugs and glucose-controlling agents for diseases such as diabetes. The patents are titled "Transdermal Delivery Composition for Delivery of CB-1 Receptor Antagonists and/or GLP-1 Receptor Agonists, and Method of Delivery” and “Transdermal Delivery Composition for Delivery of at Least One Glucose Controlling Agent, and Method of Delivering at Least One Glucose Controlling Agent.”

The patent applications focus on the use of Invisicare in a transdermal delivery technology designed to incorporate CB-1 receptor antagonists and/or GPL-1 receptor agonists, with drugs known for their potential in obesity management and for glucose-controlling agents, into a lotion that is applied topically to the skin using a metered applicator. Studies have demonstrated the superior transdermal penetration and controlled release of other active compounds using Invisicare's innovative technology, with certain actives exhibiting up to a tenfold increase in transdermal delivery effectiveness. By utilizing Invisicare, we aim to not only offer patients a convenient and effective alternative to traditional oral or injectable therapies but to also enhance drug efficacy and potentially significantly reduce side effects as transdermal delivery avoids first-pass metabolism. Additionally, for long-term treatment of obesity and glucose controlling agents, a transdermal delivery system could feasibly provide a convenient method for administering maintenance doses for these medications.

We are actively pursuing strategic partnerships with pharmaceutical and/or biotech companies to facilitate the introduction of the first transdermal obesity therapies to market and to explore the application of its delivery platform across diverse disease domains.

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.

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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.

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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.

6Item 1A. Risk Factors

~~Table~~Risks ofRelated ~~Contents~~to Our Financial Condition and our Business

~~Item~~Our ~~1A.~~investors ~~Risk~~may ~~Factors~~lose their entire investment because our financial status creates a doubt whether we will continue as a going concern.

~~Risk~~We ~~Factors~~do ~~Associated~~not have ~~with~~sufficient ~~Covid~~cash 19nor 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 plan requires 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

~~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.~~7

~~The~~Table ~~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.Contents

~~The~~Our failure ~~extent~~ to ~~which~~raise ~~COVID-19~~additional ~~impacts~~capital ~~our~~or ~~business,~~generate ~~results of~~cash ~~operations~~flows ~~and~~necessary ~~financial~~to ~~condition~~expand ~~will~~our ~~depend~~operations oncould ~~future~~reduce ~~developments,~~our ~~which~~ability ~~are~~to ~~uncertain~~compete successfully and ~~cannot~~adversely beaffect ~~predicted,~~our ~~including,~~results ~~but not~~of ~~limited to:~~operations.

•We ~~the~~need to ~~duration~~raise ~~and~~additional ~~scope~~funds ofto ~~the~~achieve ~~pandemic;~~our •future ~~governmental~~strategic objectives, ~~business~~ and ~~individual~~we ~~actions~~may ~~taken~~not inbe ~~response~~able to ~~the~~obtain ~~pandemic~~additional ~~and~~debt ~~the~~or ~~impact~~equity ~~of those actions~~ financing on ~~global~~favorable ~~economic~~terms, ~~activity;~~if •at ~~the~~all. ~~actions~~If ~~taken~~we inengage ~~response to economic disruption; • the impact of business disruptions; • the increase~~ in ~~business~~debt ~~failures~~financing, ~~that~~ we may ~~utilize~~be asrequired ~~industry~~to ~~partners~~accept ~~and~~terms ~~the~~that ~~customers~~restrict weour ~~serve;~~ability ~~• uncertainty as~~ to ~~the~~incur additional ~~impact~~indebtedness, orforce ~~staff~~us ~~availability~~to ~~during~~maintain ~~and~~specified ~~post~~liquidity ~~the~~or ~~pandemic;~~other ~~and~~ratios •or restrict our ability to ~~provide~~pay ~~our~~dividends ~~services,~~or ~~including~~make asacquisitions. If awe ~~result~~need ofadditional ~~our~~capital ~~employees~~and orcannot ~~our~~raise ~~customers~~it ~~and~~on ~~suppliers~~acceptable ~~working~~terms, ~~remotely~~we ~~and/or~~may ~~closures~~not ofbe ~~offices~~able ~~and~~to, ~~facilities.~~among other things:

~~Even~~• ~~after~~launch, ~~the~~develop ~~coronavirus~~and ~~outbreak~~enhance ~~has subsided,~~our weexisting ~~may~~products; • continue to ~~experience~~expand ~~materially~~our ~~adverse~~product ~~impacts~~base, tosales ~~our~~and/or ~~business~~marketing asefforts; a• ~~result~~hire, oftrain ~~its~~and ~~global~~retain ~~economic~~employees; ~~impact,~~or ~~including any~~• ~~recession~~respond ~~that~~to ~~has~~competitive ~~occurred~~pressures or ~~may~~unanticipated ~~occur~~working incapital ~~the future~~requirements.

~~Risks~~Our ~~Related~~inability to do any of the foregoing could reduce our ability to ~~Our~~compete ~~Financial Condition~~successfully and adversely affect our ~~Business~~results of operations.

WeIf ~~have~~we ~~outstanding~~are ~~secured and~~unable ~~other~~to ~~debt~~generate ~~that~~revenues ~~has~~by implementing ~~matured~~our ~~and~~business weplan, ~~have~~you ~~not~~will ~~paid~~lose ~~off,~~your ~~which~~entire ~~could~~investment ~~negatively~~in ~~affect~~ our ~~ability to continue as a going concern~~company.

We ~~expect~~have ~~to experience high debt payments in the future as~~ a ~~result~~history of ~~our~~losses ~~outstanding~~from ~~secured~~inception and ~~unsecured liabilities. During the year ended December 31, 2021,~~ we ~~entered~~had ~~to settlement~~an ~~agreements~~accumulated todeficit ~~settle~~as ~~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,~~2024 ~~the Company has recorded a gain on settlement~~ of ~~the~~ ~~debt of~~ $~~109~~39,~~688 associated with the settlement of $298~~946,~~400 of principal~~142. ~~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~~not ~~in outstanding unsecured~~been ~~notes~~able ~~that are past due. If we are unable~~ to generate sufficient revenues ~~and/or~~from ~~additional financing to service this debt~~licensees, ~~there~~from ~~is a risk~~ the ~~lenders~~sale ~~will~~of ~~call~~our ~~the~~own ~~notes,~~products ~~secure~~or ~~our~~otherwise ~~assets, as~~ to ~~those~~cover ~~applicable~~our ~~secured~~expenses. ~~notes,~~If ~~and~~we ~~demand~~are ~~payment.~~unsuccessful in Ifgenerating ~~this happens~~revenues, we you could golose ~~out~~your ofentire ~~business~~investment.

~~Our investors~~If ~~may~~our ~~lose~~products ~~their~~or ~~entire~~products ~~investment~~that ~~because~~are licensed by our ~~financial~~licensees ~~status~~are ~~creates~~not deemed desirable and suitable for purchase and we cannot establish a ~~doubt~~customer ~~whether~~base, we ~~will~~may ~~continue~~not asbe able to generate sufficient revenues, which would result in a ~~going~~failure ~~concern~~of the business and a loss of any investment one makes in our company.

WeThe doacceptance ~~not have sufficient cash nor do we have a significant source~~ of ~~revenues to cover~~ our ~~operational~~products ~~costs~~is ~~and~~critically ~~allow us~~ important to ~~continue~~our ~~as a going concern~~success. ~~The~~We ~~Company~~cannot ~~anticipates generating~~be ~~revenues~~certain ~~through~~that the ~~licensing~~products ofthat ~~its~~we ~~core~~will ~~products~~be ~~and~~offering ifwill ~~that~~be isappealing ~~not~~and ~~sufficient~~as wea ~~may~~result ~~seek~~there tomay ~~raise~~not ~~additional~~be ~~operating~~any ~~capital~~demand tofor ~~implement~~these ~~our~~products ~~business~~and ~~plan~~our insales ancould ~~offering~~be oflimited ~~our~~and ~~common~~we ~~stock~~may ornever ~~debt.~~realize ~~Our~~any ~~company's~~significant ~~plan~~revenues. ~~specifies~~In aaddition, ~~minimum~~there ~~amount~~are ~~of $500,000~~no inassurances ~~additional~~that ~~operating~~if ~~capital~~we toalter ~~operate~~or ~~for~~change the ~~next~~products ~~twelve~~we ~~months.~~offer ~~However,~~in ~~there~~the ~~can~~future ~~be no assurance~~ that the ~~revenues~~demand ~~generated or~~for ~~that~~these ~~such~~new anproducts ~~offering~~ will bedevelop ~~successful.~~and ~~You~~this could ~~may~~adversely ~~lose~~affect ~~your~~our ~~entire~~business ~~investment~~and any possible revenues.

7If demand for the products that we offer or products that are licensed by our licensees slows, then our business would be materially affected.

~~Table~~Demand for our products and products of ~~Contents~~our licensees, depends on many factors, including:

~~Our~~• ~~failure~~the toeconomy, ~~raise~~and ~~additional capital~~in orperiods ~~generate~~of ~~cash~~rapidly ~~flows~~declining ~~necessary~~economic toconditions, ~~expand~~customers ~~our~~may ~~operations~~defer ~~could~~luxury ~~reduce~~purchases ~~our~~or ~~ability~~may tochoose ~~compete~~alternate ~~successfully and adversely affect our results of operations.~~products;

We• ~~need~~the tocompetitive ~~raise~~environment ~~additional~~in ~~funds to~~the ~~achieve~~skin ~~our~~care ~~future~~sector ~~strategic objectives, and we may not be able to obtain additional debt~~ or ~~equity~~sectors ~~financing on favorable terms, if at all. If we engage~~ in ~~debt~~which ~~financing,~~products weare introduced may ~~be required to accept terms that restrict our ability to incur additional indebtedness,~~ force us to ~~maintain~~reduce ~~specified~~prices ~~liquidity~~below ~~or other ratios or restrict~~ our ~~ability~~desired topricing ~~pay~~level ~~dividends~~ or ~~make~~increase ~~acquisitions.~~promotional ~~If we need additional capital and cannot raise it on acceptable terms, we may not be able to, among other things:~~spending;

• ~~launch, develop and enhance~~ our ~~existing~~ability ~~products; • continue~~ to ~~expand~~anticipate ~~our~~changes ~~product~~in ~~base,~~consumer ~~sales~~preferences and~~/or~~ ~~marketing~~to ~~efforts;~~meet •customers’ ~~hire,~~needs ~~train~~for ~~and~~skin ~~retain~~care ~~employees;~~products orin •a ~~respond~~timely tocost-effective ~~competitive pressures or unanticipated working capital requirements.~~manner;

~~Our~~• ~~inability~~our ability to domaintain ~~any~~efficient, oftimely ~~the~~and ~~foregoing could~~cost-effective ~~reduce~~production ~~our~~and ~~ability~~delivery toof ~~compete~~the ~~successfully~~products and ~~adversely~~services; ~~affect our results of operations.~~and,

If• weour ~~are~~ability ~~unable~~ to ~~generate revenues~~identify byand ~~implementing~~respond ~~our~~successfully ~~business~~to ~~plan,~~emerging ~~you~~trends ~~will~~in ~~lose~~the ~~your~~skin ~~entire~~care ~~investment~~and inpersonal ~~our~~care ~~company~~industries.

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.8

IfTable 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.~~Contents

~~The~~For ~~acceptance of our products is critically important to our success. We cannot be certain that~~ the ~~products~~long ~~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~~term, ~~there~~ ~~are no assurances that if we alter or change the products we offer in the future that the~~ demand for ~~these~~product ~~new products will develop~~offerings ~~and~~may ~~this~~be ~~could~~affected ~~adversely affect our business and any possible revenues.~~by:

If• ~~demand for~~ the ~~products that~~ability weto ~~offer~~establish, ormaintain ~~products~~and ~~that~~eventually ~~are~~grow ~~licensed~~market byshare ~~our~~in ~~licensees~~a ~~slows,~~competitive ~~then our business would be materially affected.~~environment;

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

• ~~the~~restrictions ~~economy,~~on ~~and~~access into ~~periods~~North ofAmerican ~~rapidly~~markets ~~declining~~and ~~economic conditions, customers may defer luxury purchases or may choose alternate products;~~supplies.

•All ~~the~~of ~~competitive~~these ~~environment~~factors incould ~~the~~result ~~skin~~in ~~care~~immediate and ~~sector~~longer orterm ~~sectors~~declines in ~~which~~the demand for products ~~are~~that ~~introduced~~we ~~may~~offer ~~force~~as uswell toas ~~reduce~~licensed ~~prices~~products, ~~below~~which ~~our~~could ~~desired~~adversely ~~pricing~~affect ~~level~~our orsales, cash ~~increase~~flows ~~promotional~~and ~~spending;~~overall financial condition.

•Because ~~our~~we ~~ability~~are tonew ~~anticipate changes~~ in ~~consumer~~the ~~preferences~~marketplace, ~~and~~we may tonot ~~meet~~be ~~customers’~~able ~~needs~~to ~~for~~compete ~~skin~~effectively ~~care~~and ~~products~~increase inmarket ~~a timely cost-effective manner;~~share.

•Our ~~our~~current ~~ability~~and topotential ~~maintain~~competitors ~~efficient~~may have longer operating histories, ~~timely~~significantly greater resources and ~~cost-effective~~name ~~production~~recognition, and ~~delivery~~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 ~~our~~we ~~ability~~rely on third parties to ~~identify~~manufacture our ~~and~~products, ~~respond~~we ~~successfully~~are subject to ~~emerging~~factors ~~trends~~outside inof ~~the~~our ~~skin~~control ~~care~~to ~~and~~meet ~~personal~~our ~~care~~standards ~~industries~~or timelines.

8Our 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.

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

~~For the~~• ~~long~~Our ~~term,~~products ~~demand~~may ~~for~~fail ~~product~~to ~~offerings~~provide ~~may~~the beexpected ~~affected by:~~results;

• ~~the~~We ~~ability~~may toexperience ~~establish,~~limited ~~maintain~~availability ~~and~~of ~~eventually~~quality ~~grow~~ingredients ~~market~~for ~~share in a competitive environment~~manufacturing;

• ~~our~~We ~~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~~experience ~~the~~poor ~~cost~~quality ~~of items we purchase, create communication issues or render product delivery difficult which could have a material adverse effect on our sales and profitability~~manufacturing; ~~and~~

• ~~restrictions~~Our onproducts ~~access~~may have new competition from other companies attempting to ~~North~~duplicate ~~American~~our ~~markets~~formulas; and ~~supplies.~~

~~All of~~• ~~these~~Our ~~factors~~customers could ~~result~~experience inresults ~~immediate~~different ~~and~~from ~~longer term declines in the demand for products that we offer as well as licensed products, which could adversely affect~~ our ~~sales,~~test ~~cash flows and overall financial condition~~results.

~~Because~~Like weother ~~are~~retailers, ~~new~~distributors inand ~~the~~manufacturers of ~~marketplace~~skin care and personal care products, we ~~may~~face ~~not~~an beinherent ~~able~~risk of exposure to ~~compete~~product ~~effectively~~liability ~~and~~claims ~~increase~~in ~~market~~the ~~share~~event that the use of the products that we sell results in injury.

~~Our~~We ~~current~~may ~~and~~be ~~potential~~subjected ~~competitors~~to various product liability ~~may~~claims, ~~have~~including ~~longer~~claims ~~operating~~that ~~histories~~the products we sell contain contaminants, ~~significantly~~are ~~greater~~improperly ~~resources~~labeled ~~and~~or ~~name~~include ~~recognition,~~inadequate ~~and~~instructions aas to ~~larger~~use ~~base~~or ofinadequate ~~customers~~warnings ~~than~~concerning weside ~~have~~effects and interactions with other substances. ~~Our~~ ~~competitors~~In ~~may~~addition, ~~also~~we may be ~~able~~forced to ~~adopt~~defend lawsuits. ~~more~~We ~~aggressive~~cannot ~~pricing~~predict ~~policies~~whether ~~and~~product ~~devote~~liability ~~greater~~claims ~~resources~~will tobe ~~the~~brought ~~development,~~against ~~marketing and~~us ~~sale~~in ofthe ~~their~~future ~~products~~or ~~and~~the ~~services~~effect ~~than~~of weany ~~can.~~resulting adverse Topublicity beon ~~competitive~~the business. Moreover, we ~~must~~may ~~continue~~not tohave ~~invest~~adequate ~~significant~~ resources in ~~sales~~the ~~and marketing.~~event Weof ~~may~~a ~~not~~successful ~~have~~claim ~~sufficient~~against ~~resources~~us. toThe ~~make~~successful assertion ~~these~~of ~~investments~~product orliability toclaim ~~develop~~against ~~the~~us ~~technological~~could ~~advances~~result ~~necessary~~in topotentially besignificant ~~competitive~~monetary damages. In addition, ~~which~~ ininteractions ~~turn~~of the ~~will~~products ~~cause~~with ~~our~~other ~~business~~similar toproducts, ~~suffer~~prescription medicines and ~~restrict~~over-the-counter ~~our~~drugs ~~profitability~~have ~~potential~~not been fully explored.

~~Because~~We wemay ~~rely~~also onbe ~~third parties~~exposed to ~~manufacture~~claims relating to product advertising or product quality. People may purchase our products, weexpecting ~~are~~certain ~~subject~~physical results, unique to ~~factors~~skin ~~outside~~care ofand ~~our~~personal care ~~control~~products. If they do not perceive expected results to ~~meet~~occur, ~~our~~certain ~~standards~~individuals or ~~timelines~~groups of individuals may seek monetary retribution.

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.9

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

• If ~~Our~~our products ~~may~~become ~~fail~~contaminated, our tobusiness ~~provide~~could ~~the~~be ~~expected~~seriously ~~results;~~harmed.

• We have adopted various quality, environmental, health and safety standards. However, our products may ~~experience~~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 ~~availability~~recalls. Any of ~~quality~~these ~~ingredients~~failures ~~for~~or ~~manufacturing;~~occurrences could negatively affect our business and financial performance.

•Our Webusiness may ~~experience~~be ~~poor~~adversely ~~quality~~affected ~~manufacturing;~~by unfavorable publicity within the skin care markets.

•Management ~~Our~~believes ~~products~~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 ~~have~~not ~~new~~be ~~competition~~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 ~~attempting~~and tofuture ~~duplicate~~reports of research that are perceived as less favorable or that question earlier research, could have a material adverse effect on our ~~formulas;~~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 ~~Our~~we ~~customers~~conduct ~~could~~international ~~experience~~business ~~results~~transactions, we will be exposed to local business risks in different ~~from~~countries, which could have a material adverse effect on our ~~test~~financial condition or results of operations.

~~Like~~We ~~other~~promote ~~retailers, distributors~~ and ~~manufacturers~~sell ofour ~~skin~~products ~~care~~ internationally and ~~personal~~our ~~care~~licensees ~~products,~~do wethe ~~face~~same. anInternational ~~inherent~~operations ~~risk~~will ofbe ~~exposure~~subject to ~~product~~risks ~~liability~~inherent ~~claims~~ in ~~the~~doing ~~event~~business ~~that~~in ~~the~~foreign ~~use~~countries, ofincluding, but ~~the~~not ~~products~~necessarily ~~that~~limited ~~we sell results in injury.~~to:

We• ~~may~~new beand ~~subjected~~different tolegal 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~~regulatory ~~with~~requirements ~~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~~local 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.jurisdictions;

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

~~Table~~• risk of ~~Contents~~nationalization of private enterprises by foreign governments;

We• ~~may~~legal ~~also~~restrictions beon ~~exposed~~doing tobusiness ~~claims relating~~in ~~to product advertising~~ or ~~product~~with ~~quality. People may purchase our products expecting~~ certain ~~physical results~~nations, ~~unique~~certain toparties ~~skin care~~ and/or ~~personal~~certain ~~care~~ products.; ~~If they do not perceive expected results to occur~~and, ~~certain individuals or groups of individuals may seek monetary retribution.~~

If• ~~our~~local ~~products~~economic, ~~become~~political ~~contaminated~~and social conditions, ~~our~~ ~~business~~including ~~could~~the bepossibility ~~seriously~~of ~~harmed~~hyperinflationary conditions and political instability.

We ~~have adopted various quality, environmental, health and safety standards. However, our products~~ may ~~still~~ not ~~meet~~be ~~these~~successful ~~standards~~in ordeveloping ~~could~~and ~~otherwise become contaminated.~~implementing Apolicies ~~failure~~and strategies to ~~meet~~address ~~these~~the ~~standards~~foregoing orfactors ~~contamination could occur~~ in ~~our operations or those of our bottlers, manufacturers, distributors or suppliers. Such~~ a ~~failure~~timely orand ~~contamination~~effective ~~could~~manner ~~result~~ in ~~expensive~~the ~~production~~locations ~~interruptions,~~where ~~recalls~~we ~~and~~will ~~liability~~do ~~claims~~business. ~~Moreover,~~ ~~negative~~Consequently, ~~publicity~~the ~~could~~occurrence beof ~~generated~~one ~~even~~or ~~from~~more ~~false,~~of ~~unfounded~~the orforegoing ~~nominal~~factors ~~liability~~could ~~claims~~have ora ~~limited~~material ~~recalls.~~adverse ~~Any~~effect ofon ~~these~~our ~~failures or~~base ~~occurrences~~operations ~~could~~and upon ~~negatively affect~~ our ~~business~~financial condition and ~~financial~~results ~~performance~~of operations.

~~Our~~Since ~~business~~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 ~~adversely~~required to comply with certain laws and regulations of each country in which we conduct ~~affected~~business, byincluding ~~unfavorable~~laws ~~publicity~~and ~~within~~regulations currently in place or which may be enacted related to Internet services available to the ~~skin~~residents of ~~care~~each ~~markets~~country from online sites located elsewhere.

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.10

AsTable ~~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.~~Contents

WeBecause ~~promote~~of ~~and~~the ~~sell~~nature of our products, ~~internationally~~we ~~and~~may ~~our~~be ~~licensees~~subject doto ~~the~~government ~~same.~~regulations ~~International~~or ~~operations~~laws ~~will~~that beincrease ~~subject~~our tocosts ~~risks~~of ~~inherent~~operations inor ~~doing~~decrease ~~business~~our inability ~~foreign~~to ~~countries,~~generate ~~including, but~~income. ~~not necessarily limited to:~~

•Any ~~new~~failure ~~and~~by ~~different~~us, ~~legal~~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 ~~requirements~~authorities, could result in, ~~local~~among ~~jurisdictions;~~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 ~~potentially~~commercial ~~adverse~~success ~~tax~~depends ~~consequences,~~significantly on ~~including~~our ~~imposition~~ability orto ~~increase~~develop ofand ~~taxes~~commercialize onour ~~transactions~~potential orproducts ~~withholding~~without ~~and~~infringing ~~other~~the ~~taxes~~intellectual onproperty ~~remittances~~rights ~~and~~of ~~other~~third ~~payments by subsidiaries;~~parties.

•Our ~~risk~~commercial success will depend, in part, on operating our business without infringing the patents or proprietary rights of ~~nationalization~~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 ~~private~~products. ~~enterprises~~If bywe ~~foreign~~become ~~governments;~~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 ~~legal~~implementation ~~restrictions~~of our business plan relies on ~~doing~~our ~~business~~ability into ormanage ~~with~~growth. ~~certain~~If ~~nations,~~we ~~certain~~are ~~parties~~not ~~and/or~~able ~~certain~~to ~~products;~~manage ~~and~~the growth, our business plan may not be successfully implemented.

•We ~~local~~expect ~~economic~~to expand our operations by increasing our sales and marketing efforts, ~~political~~research and ~~social~~development ~~conditions~~activities, ~~including~~and escalating our services. The anticipated growth could place a significant strain on our management, and operational and financial resources. Effective management of the ~~possibility~~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 ~~hyperinflationary~~is ~~conditions~~especially challenging for a company with a short revenue generating history and ~~political~~limited ~~instability~~financial resources, and the failure to effectively manage growth could have a material adverse effect on our operations.

WeOur ~~may~~success ~~not~~depends beon ~~successful~~continuing into ~~developing~~hire and ~~implementing~~retain ~~policies~~qualified ~~and~~personnel, ~~strategies~~including toour ~~address~~director ~~the~~and ~~foregoing~~officers ~~factors in a timely~~ and ~~effective~~our ~~manner~~technical inpersonnel. If ~~the locations where~~ we ~~will do~~are ~~business.~~not ~~Consequently,~~successful ~~the~~in ~~occurrence of one or more of the foregoing factors could have a material adverse effect on our base operations~~attracting and ~~upon~~retaining ~~our~~these ~~financial~~personnel, ~~condition~~our ~~and~~business ~~results~~will ~~of operations~~suffer.

10Our 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.

~~Table of Contents~~11

~~Since~~Table 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.Contents

~~Because~~ If we ofare ~~the~~unable ~~nature~~to ~~of our~~attract ~~products~~new distributors and customers, weor ~~may~~if beour ~~subject~~existing distributors toand ~~government~~customers ~~regulations~~do ornot ~~laws~~purchase ~~that~~additional ~~increase~~products, ~~our~~the ~~costs~~growth of ~~operations~~our orbusiness and ~~decrease~~cash ~~our~~flows ~~ability~~will tobe ~~generate income~~adversely affected.

~~Any~~To ~~failure~~increase our byrevenues ~~us,~~and orcash byflows, ~~any~~we ~~third party~~must ~~that~~regularly ~~may~~add ~~manufacture~~distributors orand ~~market~~customers ~~our~~and sell additional products, to ~~comply~~our ~~with~~existing ~~the~~distributors ~~law,~~and ~~including~~customers. ~~statutes~~If ~~and~~we ~~regulations~~are ~~administered~~unable byto ~~the~~sell ~~FDA~~our products orto ~~other~~customers ~~U.S.~~that orhave ~~foreign~~been ~~regulatory~~referred ~~authorities~~to us, ~~could~~unable ~~result~~to ~~in,~~generate ~~among~~sufficient ~~other~~sales ~~things,~~leads ~~warning~~through ~~letters,~~our ~~fines~~marketing ~~and~~programs, ~~other~~or ~~civil~~if ~~penalties,~~our existing ~~suspension~~or ofnew ~~regulatory~~distributors ~~approvals~~ and ~~the~~customers ~~resulting~~do ~~requirement~~not ~~that~~perceive weour ~~suspend~~products ~~sales~~to be of ~~our~~sufficiently ~~products,~~high value ~~refusal~~and toquality, ~~approve~~we ~~pending~~may ~~applications or~~not ~~supplements~~be able to ~~approved~~increase ~~applications,~~sales ~~export~~and orour ~~import~~operating ~~restrictions,~~results ~~interruption~~would ofbe ~~production,~~adversely ~~operating~~affected. ~~restrictions~~In addition, ~~closure~~if ofwe fail ~~the~~to ~~facilities~~sell ~~used~~new byproducts usto orexisting ~~third~~distributors ~~parties~~and tocustomers ~~manufacture~~or ~~our~~new ~~product~~distributors ~~candidates~~and customers, ~~injunctions~~our oroperating ~~criminal~~results ~~prosecution.~~will ~~Any~~suffer, ofand ~~the~~our ~~foregoing actions~~revenue ~~could~~growth, ~~have~~cash aflows ~~material~~and ~~adverse~~profitability may ~~effect~~be onmaterially ~~our~~and ~~business~~adversely affected.

~~Our~~ Key ~~commercial~~management ~~success depends~~personnel ~~significantly~~may onleave us, ~~our~~which ~~ability~~could toadversely ~~develop~~affect ~~and commercialize~~ our ~~potential~~ability ~~products~~to ~~without~~continue ~~infringing the intellectual property rights of third parties~~operations.

~~Our~~We ~~commercial~~are ~~success~~entirely ~~will depend,~~dependent ~~in part,~~ on ~~operating our business without infringing~~ the ~~patents~~efforts orof ~~proprietary~~our management ~~rights~~because of ~~third~~the ~~parties.~~time ~~Third~~and ~~parties~~effort that ~~believe we~~they ~~are~~devote ~~infringing~~to ~~on their rights could bring actions against~~ us. ~~claiming~~They ~~damages~~oversee ~~and~~all ~~seeking to enjoin the~~ development strategies, ~~marketing~~supervise ~~and distribution of our products. If we become involved in~~ any/all ~~litigation,~~future ~~it could consume a substantial portion of our resources~~personnel, ~~regardless~~ ofand ~~the~~implement ~~outcome~~our ofbusiness ~~the litigation~~plan. IfTheir ~~any of these actions are successful~~loss, ~~we could be required to pay damages and/~~or toother ~~obtain~~key apersonnel ~~license to continue to develop or market our products,~~ in ~~which~~the ~~case we may be required to pay substantial royalties. However~~future, ~~any such license may not be available on terms acceptable to us or at all. Ultimately, we~~ could behave ~~prevented from commercializing~~ a ~~product~~material oradverse ~~forced~~effect ~~to cease~~on ~~some aspect of~~ our business, financial ~~operations~~condition, asand aresults ~~result~~ of ~~patent infringement claims, which would harm our business~~operations.

~~The~~We ~~implementation~~have ofidentified a material weakness in our ~~business~~internal ~~plan~~controls ~~relies~~over onfinancial ~~our~~reporting ~~ability~~and towe ~~manage~~cannot ~~growth.~~provide Ifassurances wethat ~~are~~this ~~not~~weakness ~~able~~will tobe ~~manage~~effectively ~~the~~remediated or ~~growth,~~that ~~our~~additional ~~business~~material ~~plan~~weaknesses ~~may~~will not beoccur ~~successfully implemented~~in the future.

WeA ~~expect~~material toweakness ~~expand~~is ~~our~~a ~~operations by~~deficiency, ~~increasing~~or ~~our~~a ~~sales~~combination ~~and~~of deficiencies, ~~marketing~~in ~~efforts,~~internal ~~research~~control ~~and~~over ~~development~~financial ~~activities~~reporting, ~~and~~such ~~escalating~~that ~~our~~there ~~services.~~is ~~The~~a ~~anticipated~~reasonable ~~growth could~~possibility ~~place~~that a ~~significant~~material ~~strain~~misstatement of onthe ~~our~~Company's ~~management,~~annual ~~and~~or ~~operational~~interim ~~and~~ financial ~~resources.~~statements ~~Effective~~will ~~management~~not ofbe ~~the~~prevented ~~anticipated~~or ~~growth shall~~detected ~~require~~on ~~expanding~~a ~~our~~timely ~~management~~basis. ~~and~~As ~~financial~~described ~~controls~~in Part II, ~~hiring~~Item ~~additional~~9A, ~~appropriate~~"Controls ~~personnel~~and ~~as required~~Procedures," ~~and~~management ~~developing~~identified ~~additional expertise~~a bymaterial ~~existing~~weakness ~~management~~as ~~personnel.~~of ~~However~~December 31, ~~there~~2024 ~~can~~relating beto nothe ~~assurances~~lack ~~that~~of ~~these~~an effective orrisk ~~other~~assessment ~~measures~~process wethat ~~may~~defined ~~implement~~clear ~~shall~~financial ~~effectively increase~~reporting ~~our~~objectives, ~~capabilities~~that toidentified ~~manage~~and ~~such~~evaluated ~~anticipated~~risks ~~growth~~of misstatement ordue to doerrors soover incertain afinancial ~~timely~~reporting ~~and~~processes, ~~cost-effective~~or ~~manner.~~that ~~Moreover,~~developed ~~management~~internal ~~of growth~~controls isto ~~especially~~mitigate ~~challenging~~those ~~for~~risks. As apart ~~company~~of ~~with~~management's aevaluation ~~short~~of ~~revenue~~this ~~generating~~material ~~history~~weakness, ~~and~~it ~~limited~~has ~~financial~~been ~~resources,~~identified ~~and~~that ~~the~~certain ~~failure to~~other ~~effectively~~deficiencies ~~manage~~in ~~growth~~control activities ~~could~~ have materialized as a ~~material~~result ~~adverse~~of ~~effect~~the ondeficiency ~~our~~in ~~operations~~the Company's risk assessment.

~~Our~~We ~~success~~are ~~depends~~actively onengaged in the planning ~~continuing~~for, and implementation of, remediation efforts to ~~hire~~address this material weakness, but there can be no assurance that those efforts will be successful. A material weakness will not be considered remediated until the updated controls have operated for a sufficient period of time and ~~retain~~management ~~qualified~~has ~~personnel~~concluded, ~~including~~through testing, that such controls are operating effectively. If we do not remediate this material weakness in a timely manner, or if additional material weaknesses in our ~~director~~internal control over financial reporting are discovered, they may adversely affect our ability to record, process, summarize and ~~officers~~report financial information timely and accurately and our ~~technical~~financial ~~personnel~~statements may contain material misstatements or omissions. IfIn addition, we ~~are~~may ~~not~~experience ~~successful~~delays or be unable to meet our reporting obligations or to comply with SEC rules and regulations, which could result in ~~attracting~~investigations and sanctions ~~retaining~~by regulatory authorities. Any of these ~~personnel~~results may, among other adverse consequences, cause investors to lose confidence in our reported financial information, incur the expense of remediation, result in regulatory scrutiny, litigation, investigations or enforcement actions, limit our ability to access the capital markets, lead to a decline in our stock price, and otherwise have a material adverse effect on our business, ~~will~~financial ~~suffer~~condition, results of operations and cash flows.

~~Our~~Risks ~~success~~Related ~~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.Securities

11If a market for our common stock does not develop, shareholders may be unable to sell their shares.

~~Table~~Our ofcommon ~~Contents~~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.

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.12

ToTable 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.Contents

~~Key~~Because ~~management~~we ~~personnel~~are quoted on the OTCQB, our securities may ~~leave~~be usless liquid, ~~which~~receive ~~could~~less ~~adversely~~coverage ~~affect~~by ~~our~~security ~~ability~~analysts toand ~~continue~~news ~~operations~~media, and generate lower prices than might otherwise be obtained if they were listed on a national securities exchange.

WeOur securities are ~~entirely~~very ~~dependent~~thinly ontraded. ~~the~~Accordingly, ~~efforts~~it ofmay ~~our~~be ~~management~~difficult ~~because~~to ofsell ~~the~~shares ~~time~~of ~~and~~our ~~effort~~common ~~that~~stock ~~they~~without ~~devote~~significantly todepressing ~~us.~~the ~~They~~value ~~oversee~~of ~~all~~the ~~development~~stock. ~~strategies,~~Unless ~~supervise~~we ~~any/all~~are successful ~~future~~in ~~personnel,~~developing ~~and~~continued ~~implement~~investor ~~our~~interest ~~business~~in ~~plan.~~our ~~Their loss~~stock, orsales ~~other~~of ~~key~~our ~~personnel~~stock ~~in the future,~~ could ~~have~~continue ato ~~material~~result ~~adverse~~in ~~effect on~~major ~~our~~fluctuations ~~business,~~in ~~financial~~the ~~condition, and results~~ price of ~~operations~~the stock.

~~Risks~~Our ~~Related~~common tostock ~~Our~~price ~~Securities~~may be volatile and could fluctuate widely in price, which could result in substantial losses for investors.

IfThe a market ~~for~~price of our common stock ~~does~~is ~~not~~likely to ~~develop,~~be ~~shareholders~~highly ~~may~~volatile beand ~~unable~~could fluctuate widely in price in response to ~~sell~~various ~~their~~factors, ~~shares.~~many of which are beyond our control, including:

~~Our~~• ~~common~~technological ~~stock~~innovations isor ~~quoted~~new ~~under~~products ~~the~~and ~~symbol “SKVI”~~services ~~on the OTCQB operated~~ by ~~OTC~~us 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,~~our ~~that it will be sustained.~~competitors;

~~Because~~• wegovernment ~~are~~regulation ~~quoted~~of ~~on the OTCQB,~~ our ~~securities~~ ~~may~~products ~~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.~~services;

~~Our~~• ~~securities are very thinly traded. Accordingly, it may be difficult to sell shares of our common stock without significantly depressing~~ the ~~value~~establishment of ~~the~~partnerships ~~stock.~~with ~~Unless~~other ~~we are~~technology ~~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.~~companies;

~~Our~~• ~~common~~intellectual ~~stock~~property ~~price may be volatile and could fluctuate widely in price, which could result in substantial losses for investors.~~disputes;

~~The~~• ~~market~~additions ~~price~~or ofdepartures ~~our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many~~ of ~~which~~key ~~are beyond our control, including:~~personnel;

• ~~technological~~sales ~~innovations~~of ~~or new products and services by us or~~ our ~~competitors;~~common stock

• ~~government~~our ~~regulation~~ability ofto ~~our~~integrate operations, technology, products and services;

• ~~the~~our ~~establishment~~ability ofto ~~partnerships~~execute ~~with~~our ~~other~~business ~~technology companies~~plan;

• ~~intellectual~~operating ~~property~~results ~~disputes~~below expectations;

• ~~additions~~loss ~~or departures~~ of ~~key~~any ~~personnel~~strategic relationship;

• ~~sales~~industry ~~of our common stock~~developments;

• ~~our~~economic ~~ability~~and toother ~~integrate~~external ~~operations,~~factors; ~~technology, products~~ and ~~services;~~

• ~~our~~period ~~ability~~ to ~~execute~~period fluctuations in our ~~business~~financial ~~plan;~~results.

•Because ~~operating~~we ~~results~~have ~~below~~nominal ~~expectations;~~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 ~~loss~~addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of ~~any~~particular ~~strategic~~companies. These ~~relationship;~~market fluctuations may also materially and adversely affect the market price of our common stock.

•We ~~industry~~have ~~developments;~~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 ~~economic~~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 ~~external~~business and economic factors; ~~and~~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 ~~period~~a tonew ~~period~~investor, ~~fluctuations~~you inwill ~~our~~experience substantial ~~financial~~dilution ~~results~~as a result of future equity issuances.

12In 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.

~~Table~~Because we are subject to the “Penny Stock” rules, the level of ~~Contents~~trading activity in our stock may be reduced.

~~Because~~The Securities and Exchange Commission has adopted weregulations ~~have~~which ~~nominal~~generally ~~revenues~~define "penny stock" to ~~date~~be any listed, ~~you~~trading ~~should~~equity ~~consider~~security ~~any~~that ~~one~~has a market price less than $5.00 per share or an exercise price of ~~these~~less ~~factors~~than $5.00 per share, subject to becertain ~~material~~exemptions. ~~Our~~The penny stock ~~price~~rules ~~may~~require ~~fluctuate~~a ~~widely~~broker-dealer, prior asto 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 ~~result~~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 ~~any~~reducing the level of trading activity in the ~~above~~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.

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.13

~~We have~~Table ~~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.~~Contents

~~We have~~Provisions ~~never paid cash dividends on our common stock and do not anticipate paying cash dividends~~ in the ~~foreseeable~~Nevada ~~future.~~Revised ~~The payment~~Statutes ofand ~~cash dividends on~~ our ~~common~~Bylaws ~~stock~~could ~~will~~make ~~depend~~it onvery ~~earnings,~~difficult ~~financial~~for ~~condition~~an ~~and~~investor ~~other~~to ~~business~~bring ~~and~~any ~~economic~~legal ~~factors~~actions atagainst ~~such~~our ~~time as~~directors ~~the~~or ~~board~~officers for violations of ~~directors~~their ~~may~~fiduciary ~~consider~~duties ~~relevant.~~or Ifcould werequire dous ~~not~~to pay ~~cash~~any ~~dividends,~~amounts ~~our~~incurred ~~common~~by ~~stock~~our ~~may~~directors beor ~~less~~officers ~~valuable~~in ~~because~~any asuch ~~return on your investment will only occur if its stock price appreciates~~actions.

AsMembers of our board of directors and our officers will have no liability for breaches of their fiduciary duty of care as a ~~new~~director ~~investor~~or officer, ~~you~~except ~~will~~in ~~experience~~limited ~~substantial~~circumstances, ~~dilution~~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 ~~future~~any ~~equity~~act ~~issuances~~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.

InItem ~~the~~1B. ~~event~~Unresolved weStaff ~~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.~~Comments

~~Because we~~This ~~are~~information ~~subject~~is tonot ~~the~~required ~~“Penny~~for ~~Stock”~~smaller ~~rules, the level of trading activity in our stock may be reduced~~reporting companies.

~~The Securities~~Item ~~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~~1C.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.Cybersecurity

~~Provisions in~~We ~~the~~rely ~~Nevada~~on ~~Revised~~our ~~Statutes~~information ~~and~~technology to operate our ~~Bylaws~~business. ~~could~~As ~~make~~such, itwe ~~very~~have ~~difficult~~policies ~~for~~and anprocesses ~~investor~~designed to ~~bring~~protect ~~any legal actions against~~ our ~~directors or~~information ~~officers~~technology ~~for~~systems ~~violations~~and ofresolve ~~their~~issues ~~fiduciary~~in ~~duties~~a timely ormanner ~~could~~in ~~require~~the usevent toof ~~pay~~a ~~any~~cybersecurity ~~amounts~~threat ~~incurred by our directors~~ or ~~officers in any such actions~~incident.

~~Members of~~We ~~our~~have ~~board~~designed ~~of directors and~~ our ~~officers~~business ~~will~~applications ~~have no liability for breaches of their fiduciary duty of care as a director or officer,~~and ~~except~~hosting inservices ~~limited circumstances, pursuant~~ to ~~provisions~~minimize in the ~~Nevada~~impact ~~Revised Statutes and our Bylaws as authorized by the Nevada Revised Statutes. Specifically, Section 78.138 of the Nevada Revised Statutes provides~~ that acybersecurity ~~director~~incidents orcould ~~officer~~have ison ~~not~~our ~~individually~~business 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)~~have ~~his~~identified orback-up ~~her~~systems ~~breach of those duties involved intentional misconduct, fraud~~where ~~or a knowing violation of law~~appropriate. ~~This~~We ~~provision~~seek ~~is intended~~ to ~~afford~~further ~~directors~~mitigate ~~and~~cybersecurity ~~officers~~risks ~~protection~~through ~~against and to limit their potential liability for monetary damages resulting from suits alleging~~ a ~~breach~~combination of ~~the~~monitoring ~~duty~~and ofdetection ~~care by a director or officer. Accordingly~~activities, ~~you may~~use ~~be unable to prevail in a legal action against our directors or officers even if they have breached their fiduciary duty~~ of ~~care.~~anti-malware ~~In addition~~applications, ~~our~~quality ~~Bylaws~~audits ~~allow us to indemnify our directors~~ and ~~officers~~communication ~~from~~ and ~~against~~reporting ~~any and all costs~~structures, ~~charges~~among ~~and~~other ~~expenses resulting from their acting in such capacities with us~~processes. 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.

13As of December 31, 2024, we have not identified an indication of a cybersecurity incident that would have a material impact on our business and consolidated financial statements.

~~Table~~Item of2. ~~Contents~~Properties

~~Item 1B.~~Currently, ~~Unresolved~~we ~~Staff~~do ~~Comments~~not own any or lease any real estate.

~~This information~~Item is3. ~~not~~Legal ~~required for smaller reporting companies.~~Proceedings

~~Item 1C~~We are not a party to any pending legal proceeding. We ~~Cybersecurity~~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.

~~We rely~~Item ~~on our information technology to operate our business~~4. AsMine ~~such,~~Safety ~~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.~~Disclosures

~~We have~~Not 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.Applicable

~~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.~~14

~~Item 2.~~Table ~~Properties~~of Contents

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

~~We are~~Market 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.Information

~~Item~~Our common stock is quoted under the symbol “SKVI” 4.on ~~Mine~~the ~~Safety~~OTCQB ~~Disclosures~~operated by OTC Markets Group, Inc.

~~Not~~The OTCQB is a quotation service that displays ~~Applicable~~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.

14Trading 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.

~~Table~~The offollowing ~~Contents~~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.

PART II

	High		Low
Fiscal Year Ended December 31, 2024
First Quarter	$	.09	$	.06
Second Quarter	$	.21	$	.06
Third Quarter	$	.85	$	.35
Fourth Quarter	$	.82	$	.34

Fiscal Year Ended December 31, 2023
First Quarter	$	.08	$	.08
Second Quarter	$	.10	$	.10
Third Quarter	$	.07	$	.07
Fourth Quarter	$	.08	$	.08

~~Item 5.~~Penny ~~Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities~~Stock

~~Market~~The SEC has adopted rules that regulate broker-dealer ~~Information~~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.

~~Our common stock is quoted under the symbol “SKVI” on the OTCQB operated by OTC Markets Group, Inc.~~15

~~The OTCQB~~Table isof 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.Contents

~~Trading~~The broker-dealer also must provide, prior to effecting any transaction in ~~stocks~~a ~~quoted~~penny onstock, the ~~OTCQB~~customer iswith ~~often~~(a) ~~thin~~bid and isoffer ~~characterized~~quotations byfor ~~wide~~the ~~fluctuations~~penny instock; ~~trading~~(b) ~~prices~~the ~~due~~compensation of tothe ~~many~~broker-dealer ~~factors~~and ~~that~~its ~~may be~~salesperson ~~unrelated~~in the transaction; (c) the number of shares to awhich ~~company’s~~such ~~operations~~bid orand ~~business~~ask ~~prospects.~~prices Weapply, ~~cannot~~or ~~assure~~other comparable ~~you~~information ~~that~~relating ~~there~~to ~~will~~the bedepth aand ~~market~~liquidity inof the ~~future~~market for such stock; and (d) a monthly account statement showing ~~our~~the ~~common~~market value of each penny stock held in the customer’s account.

~~The~~In addition, the penny stock rules require that ~~following~~prior ~~table~~to ~~sets~~a ~~forth,~~transaction ~~for~~in ~~the~~a ~~fiscal~~penny ~~quarters~~stock ~~indicated~~not otherwise exempt from those rules, the ~~high~~broker-dealer ~~and~~must ~~low~~make ~~bid~~a ~~information~~special ~~for~~written ~~our~~determination that ~~common~~the penny stock, asis ~~reported~~a on suitable investment for the ~~OTCQB.~~purchaser ~~The~~and ~~following~~receive ~~quotations~~the ~~reflect~~purchaser’s ~~inter-dealer~~written ~~prices,~~acknowledgment ~~without~~of ~~retail~~the ~~mark-up~~receipt of a risk disclosure statement, ~~mark-~~a ~~down~~written oragreement ~~commission~~as to transactions involving penny stocks, and ~~may~~a ~~not~~signed ~~represent~~and dated copy of a written ~~actual~~suitability ~~transactions~~statement.

	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

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

~~Penny~~ Holders of Our Common Stock

~~The SEC~~As ~~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~~April ~~than $5.00~~10, ~~other than securities registered on certain national securities exchanges or quoted on the NASDAQ system~~2025, ~~provided~~we ~~that~~had ~~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~~5, ~~prior to a transaction in a penny stock~~316,843 ~~to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and~~shares ~~level~~ of ~~risk~~our incommon ~~the~~stock ~~market~~issued ~~for penny stocks in both public offerings~~ and ~~secondary~~outstanding, ~~trading;~~held ~~(b)~~by ~~contains~~___ ashareholders ~~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 briefrecord, 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~~than ~~and~~those isheld in ~~such~~street ~~form, including language, type size and format, as the SEC shall require by rule or regulation~~name.

15Dividends

~~Table~~There are no restrictions in our articles of ~~Contents~~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:

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;

	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.

~~(c) the~~We ~~number~~have ofnot ~~shares~~declared toany ~~which~~dividends ~~such bid~~ and ~~ask~~we ~~prices~~do ~~apply,~~not plan ~~or other comparable information relating~~ to ~~the~~declare ~~depth~~any ~~and~~dividends ~~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~~foreseeable future.

~~In addition,~~Recent ~~the~~Sales 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~~Unregistered ~~receipt~~Securities ~~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~~The ~~requirements~~Company ~~may~~is ~~have~~authorized ~~the~~to ~~effect~~issue 200,000,000 shares of ~~reducing~~$0.001 ~~the~~par ~~trading~~value ~~activity for our~~ common stock. ~~Therefore~~The Company had 5,316,843 ~~stockholders~~and ~~may~~4,539,843 ~~have~~issued ~~difficulty~~and outstanding shares of common stock as of ~~selling~~December ~~our~~31, ~~securities~~2024 and 2023, respectively.

~~Holders~~On February 5, 2024, the Company issued 300,000 units consisting of ~~Our~~one ~~Common~~share ~~Stock~~of common stock and one-half two-year warrant exercisable at $0.10 valued at $208,000 for the conversion of notes payable.

~~As of~~During ~~April~~the ~~15,~~year ~~2024~~ended December 31, 2024, wethe Company ~~had~~sold 4402,~~539,843~~000 ~~shares~~units consisting of ~~our~~one share of common stock ~~issued~~ and ~~outstanding~~one half, ~~held~~one byyear ~~shareholders~~warrant exercisable at $0.20 for $66,000, of which ~~record~~25,000 ~~other~~shares ~~than those~~sold ~~held~~for $10,000 were not issued and included in ~~street~~stock ~~name~~payable.

~~Dividends~~On August 26, 2024, the Company issued 50,000 warrants valued at $26,000 for services.

~~There are~~On noOctober ~~restrictions~~14, in2024, ~~our~~the ~~articles~~Company ofissued ~~incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes~~75,000 ~~however,~~shares dovalued ~~prohibit~~at us$42,750 ~~from~~for ~~declaring dividends where after giving effect to the distribution of the dividend:~~services.

	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.

These securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 and/or Regulation S promulgated thereunder. The investor represented the intention to acquire the securities for investment only and not with a view towards distribution. The investor was given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.

~~We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.~~16

~~Recent Sales~~Table of ~~Unregistered Securities~~Contents

~~During the~~Securities ~~years~~Authorized ~~ended~~for ~~December~~Issuance ~~31,~~under ~~2023~~Equity Compensation ~~and 2022 and to the date of filing this Annual Report, we have not issued any of our securities.~~Plans

~~Securities~~The following table provides information about ~~Authorized~~our ~~for~~compensation ~~Issuance~~plans under ~~Equity~~which ~~Compensation~~shares ~~Plans~~of common stock may be issued upon the exercise of options as of December 31, 2024.

~~The~~In ~~following~~July 2006, we adopted the 2006 Skinvisible, ~~table~~Inc. Stock Option Plan, which provides ~~information~~for ~~about~~the ~~our~~grant ~~compensation~~of ~~plans~~incentive ~~under~~stock ~~which~~options, non-qualified stock options, stock appreciation rights, restricted stock, performance shares ofand ~~common~~performance units, and stock ~~may~~awards beour ~~issued~~officers, ~~upon~~directors ~~the~~or ~~exercise~~employees of, ~~options~~ as ofwell ~~December~~as 31advisers and consultants. This plan was confirmed by our stockholders on August 7, ~~2023~~2006 at the annual shareholders meeting.

~~In July~~Under ~~2006, we adopted~~ the 2006 Skinvisible, Inc. Stock Option Plan, ~~which~~we ~~provides~~reserved ~~for the grant of incentive stock options~~200,000 ~~non-qualified stock options, stock appreciation rights, restricted stock, performance~~ shares ~~and~~of ~~performance~~common ~~units, and~~ stock ~~awards~~for ~~our~~the ~~officers, directors~~granting ~~or employees~~ of, asoptions ~~well as advisers~~ and ~~consultants~~rights. ~~This plan was confirmed by our stockholders on August 7, 2006 at the annual shareholders meeting.~~

~~Under the~~We ~~2006~~currently ~~Skinvisible,~~have ~~Inc.~~no ~~Stock Option Plan, we reserved 200,000~~ shares ofunder ~~common~~our ~~stock~~Stock ~~for~~Option ~~the granting of options and rights~~Plan.

16Item 6. Selected Financial Data

~~Table~~A ofsmaller ~~Contents~~reporting company is not required to provide the information required by this Item.

~~Equity Compensation~~Item ~~Plans~~7. asManagement’s Discussion and Analysis of ~~December~~Financial ~~31,~~Condition ~~2023~~and Results of Operations

~~A B C Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted~~Forward-~~average~~Looking 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 — $ — —Statements

~~Item~~This quarterly report 6contains forward-looking statements. ~~[Reserved]~~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:

~~Item 7.~~• ~~Management’s~~the ~~Discussion~~uncertainty ~~and Analysis~~ of ~~Financial~~profitability ~~Condition~~based ~~and~~upon ~~Results~~our history of ~~Operations Forward-Looking Statements~~losses;

~~This quarterly~~• ~~report~~legislative ~~contains forward-looking statements. Forward-looking statements are projections of events, revenues, income, future economic performance~~ or ~~management’s~~regulatory ~~plans~~changes ~~and~~concerning ~~objectives~~skincare ~~for~~research 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:therapies;

• ~~the~~risks ~~uncertainty~~related ofto ~~profitability~~failure ~~based~~to ~~upon~~obtain ~~our~~adequate ~~history~~financing ofon ~~losses~~a timely basis and on acceptable terms to continue as going concern;

• ~~legislative~~risks orrelated ~~regulatory~~to ~~changes~~our ~~concerning~~operations ~~skincare~~and ~~research~~uncertainties related to our business plan and ~~therapies~~business strategy;

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

• ~~risks~~uncertainty ~~related~~with respect to ~~our~~intellectual ~~operations~~property ~~and~~rights, ~~uncertainties~~protecting ~~related~~those torights ~~our~~and ~~business~~claims ~~plan~~of ~~and~~infringement ~~business~~of ~~strategy~~other’s intellectual property;

• ~~changes in economic conditions~~competition; and

• ~~uncertainty~~cybersecurity ~~with respect to intellectual property rights, protecting those rights and claims of infringement of other’s intellectual property;~~concerns

•This ~~competition;~~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 ~~cybersecurity~~financial ~~concerns~~statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

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.17

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

17Results of Operations for the Years Ended December 31, 2024 and 2023

~~Table of Contents~~Revenues

~~Results~~Our revenue, which we combine from product ofsales, ~~Operations~~royalties on patent licenses and license fees (product development fees), was $20,000 for each of the ~~Years~~years ~~Ended~~ended December 31, ~~2023~~2024 and ~~2022~~2023.

~~Revenues~~We hope to generate more revenues from our licenses with Quoin and Ovation in 2025. We also plan to enter into commercial arrangements with pharma and biotech companies to exploit our patent applications that were recently filed, and we hope to generate revenue from these efforts in the future.

~~Our revenue,~~ Gross 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.Profit

~~The~~We ~~20,000~~had $0 in ~~revenue~~cost of revenues for the year ended ~~December~~ December 31, 2024 and 2023, so our gross profit was ~~primarily~~$20,000, ~~the~~or ~~result~~100% of ~~licensing~~sales ~~fees~~for 2024 and 2023.

~~Gross Profit~~Operating Expenses

WeOperating ~~had~~expenses $0increased into ~~cost~~$609,589 ~~of revenues~~ for the year ended December 31, ~~2023~~2024, asfrom ~~compared with~~ $4510,~~808~~375 ~~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~~operating ~~profit~~expenses infor ~~2023~~all ~~was~~periods ~~due to~~consisted ~~licensing~~mainly ~~revenue~~of selling, ~~and~~general ~~we hope to generate more revenues from our licenses with Quoin~~ and ~~Ovation~~administrative ~~for the rest of 2024~~expenses.

~~Operating~~Our ~~Expenses~~selling, general and administrative expenses for the year December 31, 2024, consisted mainly of accrued salaries and wages of $351,269 and audit and accounting of $56,857. In comparison, 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.

~~Operating~~We expect our operating expenses ~~decreased~~will toincrease ~~$510,375~~in ~~for~~ the ~~year~~future ~~ended~~as ~~December 31, 2023, from $512,919 for~~ the ~~same~~Company ~~period~~begins ~~ended~~to ~~December~~generate ~~31,~~more ~~2022~~licensing revenue.

~~Our operating~~Other ~~expenses~~Income ~~for all periods consisted mainly of selling, general and administrative expenses.~~(Expenses)

~~Our selling,~~We ~~general~~had ~~and~~other ~~administrative~~income ~~expenses~~of $23,935 for the year ended December 31, ~~2023~~2024, ~~consisted~~as ~~mainly~~compared ofwith ~~accrued~~other ~~salaries~~expenses ~~and wages~~ of $~~356~~1,~~272 and audit and accounting of $40~~892,~~638.~~065 ~~In comparison, Our selling, general and administrative expenses~~ for the year ended December 31, ~~2022 consisted mainly of accrued salaries and wages of $328,769 and audit and accounting of $53,638~~2023.

~~Other~~Our other income for the year ~~Expenses~~ended December 31, 2024, consisted mainly of interest expense netted against a gain on settlement of debt. Our other expenses for the year ended December 31, 2023 consisted mainly of interest expense, netted against and gain on derivative liability changes.

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

We recorded a net loss of $~~986~~565,~~455~~654 for the year ended December 31, 2024, as compared with a net loss of $2,382,440 for the year ended December 31, ~~2022~~2023.

~~Our other~~Liquidity ~~expenses for the year ended December 31, 2023, consisted mainly of interest expense, netted against a gain on settlement of debt~~ and ~~gain~~Capital 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.Resources

~~Net~~Going concern – The accompanying financial ~~Loss~~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 $39,946,142 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.

~~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.~~18

18Table of Contents

~~Table~~As of ~~Contents~~December 31, 2024, we had total current assets of $42,028 and total assets in the amount of $158,217. Our total current liabilities as of December 31, 2024, were $3,719,687. We had a working capital deficit of $3,677,659 as of December 31, 2024, compared with a working capital deficit of $3,476,947 as of December 31, 2023.

~~Liquidity~~Operating activities used $69,834 in cash for the year ended December 31, 2024, as compared with $75,969 used for the year ended December 31, 2023. Our negative operating cash flows for 2024 was the result of our net loss for the year, mainly offset by changes in operating assets and ~~Capital~~liabilities ~~Resources~~and the amortization of debt discount. 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.

~~Going~~We ~~concern~~used –cash ~~The~~of ~~accompanying financial statements have been prepared on a going concern basis~~$9,218 ~~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~~ $3910,~~380,488~~521 ~~since~~in ~~its inception and requires~~investing ~~capital~~activities for ~~its contemplated operational and marketing activities to take place. The Company’s ability to generate~~ the ~~necessary funds~~years ~~through~~ended ~~licensing~~December ~~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~~31, ~~the~~2024 ~~successful development of the Company’s contemplated plan of operations,~~ and ~~its transition~~2023, ~~ultimately~~respectively, ~~to the attainment of profitable operations are necessary~~ for the ~~Company~~purchase ~~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~~fixed ~~Company~~and dointangible ~~not include any adjustments that may result from the outcome of these aforementioned uncertainties~~assets.

AsCash offlows ~~December~~provided ~~31,~~by ~~2023,~~financing weactivities ~~had total~~during ~~current~~the ~~assets~~year ofended ~~$35~~December 31,~~460~~ ~~and~~2024 ~~total~~amounted ~~assets~~to in$88,500, ~~the~~as ~~amount~~compared with cash provided of $~~162~~6,~~869.~~000 ~~Our~~for ~~total~~the ~~current~~year ~~liabilities~~ended ~~as of~~ December 31, 2023~~, were $3,512,407~~. WeOur ~~had~~positive afinancing ~~working~~cash ~~capital~~flow ~~deficit~~for ofthe ~~$3,476,947~~year asended of December 31, ~~2023,~~2024 ~~compared~~resulted ~~with~~from acommon ~~working~~stock ~~capital~~issued ~~deficit~~for ofcash ~~$3,535,040~~and asproceeds offrom ~~December~~notes payable. Our positive financing cash flow for the year ended December 31, ~~2022~~2023 resulted from proceeds from related part notes.

~~Operating activities~~The ~~used~~features ~~$75,969~~of ~~in cash for~~ the ~~year~~debt ~~ended~~instruments ~~December~~and ~~31, 2023, as compared with $45,170 provided for the year ended December 31,~~payables ~~2022.~~concerning ~~Our negative operating cash flows for 2023 was the result of~~ our ~~net~~financing ~~loss~~activities ~~for~~are ~~the~~detailed ~~year, mainly offset by changes~~ in ~~operating assets and liabilities and~~ the ~~amortization~~footnotes ofto ~~debt~~our ~~discount.~~financial ~~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~~statements.

WeBased upon our current financial condition, we ~~used~~do not have sufficient cash ofto ~~$10,521~~operate ~~and~~our ~~$2,530~~business inat ~~investing~~the ~~activities~~current level for the ~~years~~next ~~ended~~twelve ~~December~~months. ~~31,~~We ~~2023~~intend to fund operations through increased sales and ~~2022,~~debt ~~respectively~~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 ~~the~~operations. ~~purchase~~There can be no assurance that we ofwill ~~intangible~~be ~~assets~~successful in raising additional capital.

~~Cash flows~~Off ~~provided~~Balance bySheet 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.Arrangements

~~The features~~As of ~~the~~December ~~debt~~31, ~~instruments~~2024, ~~and~~there ~~payables~~were ~~concerning~~no ~~our~~off-balance sheet ~~financing activities are detailed in the footnotes to our financial statements~~arrangements.

~~Based upon~~Critical ~~our~~Accounting 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.Policies

~~Off~~In December 2001, the SEC requested ~~Balance~~that ~~Sheet~~all ~~Arrangements~~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.

AsProduct sales – Revenues from the sale of ~~December~~products ~~31,~~(Invisicare® ~~2023,~~polymers) ~~there~~are ~~were~~recognized when title to the products are transferred to the customer and only when no ~~off-balance~~further ~~sheet~~contingencies ~~arrangements~~or material performance obligations are warranted, and thereby have earned the right to receive reasonably assured payments for products sold and delivered.

~~Critical~~Royalty sales – We also ~~Accounting~~recognize ~~Policies~~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.

~~In December~~Distribution ~~2001,~~and ~~the~~license ~~SEC~~rights sales ~~requested~~– ~~that~~We ~~all~~also ~~registrants~~recognize ~~list~~revenue ~~their~~from ~~most~~distribution ~~“critical~~and ~~accounting~~license ~~polices”~~rights inonly ~~the~~when ~~Management~~earned ~~Discussion~~ (and ~~Analysis.~~are ~~The~~amortized ~~SEC~~over ~~indicated that~~ a ~~“critical~~five-year period), ~~accounting~~with ~~policy”~~no isfurther ~~one~~contingencies ~~which~~or ismaterial ~~both~~performance ~~important~~obligations toare ~~the portrayal of a company’s financial condition and results~~warranted, and ~~requires~~thereby ~~management’s~~have ~~most~~earned ~~difficult, subjective or complex judgments, often as a result of~~ the ~~need~~right to ~~make~~receive and ~~estimates~~retain ~~about~~reasonably ~~the~~assured ~~effect of matters that are inherently uncertain~~payments.

19Costs 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.

~~Table of Contents~~19

~~Product sales~~Table ~~– 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.Contents

~~Royalty sales~~Accounts Receivable – WeAccounts ~~also~~receivable ~~recognize~~is ~~royalty~~comprised ~~revenue~~of uncollateralized customer obligations due under normal trade terms requiring payment within 30 days from ~~licensing~~the ~~our~~invoice ~~patented~~date. ~~product~~The ~~formulations~~carrying ~~only~~amount ~~when~~of ~~earned~~accounts receivable is reviewed periodically for collectability. If management determines that collection is unlikely, ~~with~~an noallowance ~~further~~that reflects management’s best estimate of the amounts that ~~contingencies~~will ornot ~~material~~be ~~performance~~collected ~~obligations~~is ~~are~~recorded. ~~warranted,~~Management reviews each accounts receivable balance that exceeds 30 days from the invoice date and, ~~thereby~~based ~~have~~on ~~earned~~an assessment of creditworthiness, estimates the ~~right~~portion, toif ~~receive~~any, ~~and~~of ~~retain~~the ~~reasonably~~balance ~~assured~~that will not be collected. As of ~~payments~~December 31, 2024, we had not recorded a reserve for doubtful accounts.

~~Distribution and~~Recently ~~license~~Issued ~~rights~~Accounting 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.Pronouncements

~~Costs~~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 ~~Revenue~~its overall –simplification ~~Cost~~initiative to reduce costs and complexity of ~~revenue~~applying ~~includes~~accounting ~~raw~~standards ~~materials~~while maintaining or improving the usefulness of the information provided to users of financial statements. Among other changes, ~~component~~the ~~parts~~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 ~~shipping~~accounted ~~supplies~~for as a derivative or the debt is issued at a substantial premium. ~~Shipping~~As a result, after adopting the guidance, entities will no longer separately present such embedded conversion features in equity, and ~~handling~~will ~~costs~~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 ~~not~~under athe ~~significant~~current ~~portion~~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 ~~cost~~fiscal year. The Company is currently evaluating the impact the adoption of ~~revenue~~ASU 2020-06 will have on the Company’s financial statements.

~~Accounts Receivable~~In –November ~~Accounts~~2023, ~~receivable~~the isFASB ~~comprised~~issued ofASU ~~uncollateralized~~2023-07, ~~customer~~Segment ~~obligations~~Reporting ~~due~~(Topic ~~under~~280): ~~normal~~Improvements ~~trade~~to ~~terms~~Reportable ~~requiring~~Segment Disclosures. The amendments ~~payment~~in ~~within~~this 30ASU ~~days~~require ~~from~~disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the ~~invoice~~chief operating ~~date.~~decision ~~The~~maker ~~carrying~~(“CODM”), as well as the aggregate amount of ~~accounts~~other ~~receivable~~segment isitems ~~reviewed~~included ~~periodically~~in ~~for~~the ~~collectability.~~reported measure Ifof ~~management~~segment ~~determines~~profit or loss. This ASU requires that ~~collection~~a ispublic ~~unlikely,~~entity andisclose ~~allowance~~the ~~that~~title ~~reflects~~and ~~management’s~~position ~~best~~of ~~estimate~~the CODM and an explanation of how the ~~amounts~~CODM ~~that~~uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. ~~will~~This ~~not~~ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The amendments in this ASU should be ~~collected~~applied isretrospectively ~~recorded~~to all prior periods presented in the financial statements. The ~~Management~~Company ~~reviews~~adopted ~~each~~the ~~accounts~~ASU ~~receivable~~and ~~balance~~determined that ~~exceeds~~its 30adoption ~~days~~did ~~from~~not have a material impact on the ~~invoice~~Company’s ~~date~~consolidated ~~and,~~financial ~~based~~statements onand anrelated ~~assessment~~disclosures. ofAs ~~creditworthiness,~~defined ~~estimates~~in the ~~portion~~ASU, ifoperating ~~any,~~segments are components of an enterprise about which discrete financial information is regularly provided to the ~~balance~~CODM ~~that~~in ~~will~~making ~~not~~decisions beon ~~collected~~how to allocate resources and assess performance for the organization. The AsCompany ofoperates ~~December~~and manages its business as one reportable and operating segment. The Company’s CODM is the Chief Executive ~~31,~~Officer. ~~2023,~~The weCompany’s ~~had~~CODM ~~not~~reviews ~~recorded~~consolidated aoperating ~~reserve~~results to make decisions about allocating resources and assessing performance for ~~doubtful~~the ~~accounts~~entire Company.

~~Recently~~The Company does not believe that other standards, which have been issued but are not yet effective, will have ~~Issued~~a ~~Accounting~~significant ~~Pronouncements~~impact on its financial statements.

InItem 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 statements7A. ~~Among~~Quantitative ~~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~~Qualitative ~~component, unless~~Disclosures ~~the~~About ~~conversion~~Market 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.Risk

~~Item~~A smaller ~~7A.~~reporting ~~Quantitative~~company ~~and~~is ~~Qualitative~~not ~~Disclosures~~required ~~About~~to ~~Market~~provide ~~Risk~~the information required by this Item.

AItem ~~smaller~~8. ~~reporting~~Financial ~~company~~Statements isand ~~not~~Supplementary ~~required to provide the information required by this Item.~~Data

20Index to Financial Statements Required by Article 8 of Regulation S-X:

~~Table~~Audited Financial ~~of Contents~~Statements:

Item 8. Financial Statements and Supplementary Data

F-1	Reports of Independent Registered Public Accounting Firms
F-3	Consolidated Balance Sheets as of December 31, 2024 and 2023
F-3	Consolidated Statements of Operations for the years ended December 31, 2024 and 2023
F-4	Consolidated Statement of Stockholders’ Deficit for the years ended December 31, 2024 and 2023
F-5	Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023
F-6	Notes to Consolidated Financial Statements

~~Index to Financial Statements Required by Article 8 of Regulation S-X:~~20

~~Audited Financial~~Table ~~Statements:~~of Contents

F-1	Report of Independent Registered Public Accounting Firm (GreenGrowth CPAs PCOAB #6580)
F-2	Report of Independent Registered Public Accounting Firm (Gries & Associates, LLC)
F-3	Consolidated Balance Sheets as of December 31, 2023 and 2022
F-3	Consolidated Statements of Operations for the years ended December 31, 2023 and 2022
F-4	Consolidated Statement of Stockholders’ Deficit for the years ended December 31, 2023 and 2022
F-5	Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022
F-6	Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

21To the Board of Directors and Shareholders

~~Table~~ of ~~Contents~~Skinvisible, Inc

~~PCA~~Opinion ~~(5/23)~~on the Financial Statements

~~REPORT~~We OFhave ~~INDEPENDENT~~audited ~~REGISTERED~~the ~~PUBLIC~~accompanying ~~ACCOUNTING~~consolidated balance ~~FIRM~~sheet of Skinvisible, Inc. (the Company) as of December 31, 2024 and 2023, and the related consolidated statement of operations, stockholders’ deficit, and cash flows for the years then ended and the related notes (collectively referred to as the financial statements).

~~Board~~In our opinion, the financial statements present fairly, in all material respects, the financial position of ~~Directors~~the Company as of December 31, 2024 and ~~Stockholders~~2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

~~Skinvisible,~~Going ~~Inc~~Concern Considerations

~~Opinion~~The onaccompanying financial statements have been prepared assuming that the ~~Financial~~Company ~~Statements~~will continue as a going concern. The Company has suffered recurring losses since inception and has not achieved profitable operations, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

WeBasis 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).~~Opinion

InThese ~~our~~financial ~~opinion,~~statements are the ~~financial~~responsibility of ~~statements~~the ~~present fairly,~~Company’s inmanagement. ~~all~~Our ~~material~~responsibility ~~respects,~~is ~~the~~to ~~financial~~express ~~position~~an ofopinion on the Company’s asfinancial ofstatements ~~December~~based ~~31,~~on ~~2023,~~our audits. ~~and~~We are a public accounting firm registered with the ~~results~~Public ofCompany ~~its~~Accounting ~~operations~~Oversight Board (United States) (PCAOB) and are ~~its~~required ~~cash~~to ~~flows~~be ~~for~~independent ~~each~~with ofrespect to the ~~years~~Company in ~~the~~accordance ~~period~~with ~~ended~~the ~~December~~U.S. ~~31,~~federal ~~2023,~~securities inlaws ~~conformity~~and ~~with~~the ~~accounting~~applicable ~~principles~~rules ~~generally accepted~~and inregulations of the ~~United~~Securities ~~States~~and ofExchange ~~America~~Commission and the PCAOB.

~~The~~We ~~financial~~conducted ~~statements~~our audits in accordance with the standards of the ~~Company~~PCAOB. asThose ofstandards ~~December~~require that we plan and perform the audit to obtain reasonable assurance about whether the financial 31statements are free of material misstatement, ~~2022~~whether due to error or fraud. The Company is not required to have, nor were ~~audited~~we byengaged to ~~other~~perform, ~~auditors~~an ~~whose~~audit ~~report~~of ~~dated~~its ~~March~~internal ~~28,~~control ~~2023~~over financial reporting. As part of our audits, ~~expressed~~we are required to obtain an ~~unqualified~~understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on ~~those~~the ~~statements~~effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~Basis~~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 ~~Opinion~~our opinion.

~~These~~Critical ~~financial~~Audit 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.Matter

WeThe ~~conducted~~critical ~~our~~audit ~~audits~~matter incommunicated ~~accordance~~below ~~with the~~is ~~standards~~a ofmatter ~~the~~arising ~~PCAOB.~~from ~~Those~~the ~~standards~~current ~~require~~period ~~that~~audit weof ~~plan~~the ~~and~~financial ~~perform~~statements ~~the~~that ~~audit~~was tocommunicated ~~obtain~~or ~~reasonable~~required ~~assurance~~to ~~about~~be ~~whether~~communicated ~~the~~to ~~financial~~the ~~statements~~audit ~~are~~committee ~~free~~and ofthat: ~~material~~(1) ~~misstatement,~~relates ~~whether due~~ to ~~error~~accounts or ~~fraud.~~disclosures ~~The~~that ~~Company~~are ismaterial ~~not~~to ~~required~~the tofinancial ~~have,~~statements ~~nor~~and ~~were~~(2) weinvolved ~~engaged~~our especially tochallenging, ~~perform~~subjective, anor ~~audit~~complex ofjudgments. ~~its~~The ~~internal~~communication ~~control~~of ~~over~~a ~~financial~~critical ~~reporting.~~audit Asmatter ~~part~~does ofnot ~~our~~alter ~~audits,~~in weany ~~are~~way ~~required~~our toopinion ~~obtain~~on ~~an understanding~~the offinancial ~~internal~~statements, ~~control~~taken ~~over~~as ~~financial~~a ~~reporting~~whole, ~~but~~and we are not, ~~for~~by communicating the ~~purpose~~critical ofaudit ~~expressing~~matter anbelow, providing separate opinion on the ~~effectiveness~~critical ofaudit ~~the~~matter ~~Company’s internal~~or ~~control~~on ~~over~~the ~~financial~~accounts ~~reporting.~~or ~~Accordingly,~~disclosures weto ~~express~~which noit ~~such opinion~~relates.

~~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~~I. ~~Such~~Accounting 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~~Convertible ~~opinion.~~Notes

Critical Audit ~~Matters~~Matter Description

~~The~~As ~~critical~~discussed ~~audit~~in ~~matters~~Note ~~communicated~~11 ~~below~~to ~~are matters arising from~~ the ~~current~~consolidated ~~period audit of the~~ financial statements, ~~that were communicated or required to be communicated to~~ the ~~audit~~ ~~committee~~Company ~~and~~issued ~~that:~~a ~~(1)~~convertible ~~relate~~note toduring ~~accounts or disclosures that are material to the financial statements and (2) involved our especially challenging~~2024, ~~subjective,~~which orcontained ~~complex~~embedded ~~judgments~~features. ~~The~~Under ~~communication~~ASC ~~of critical audit matters does not alter in any way our opinion on the financial statements~~815, ~~taken~~Derivatives ~~as a whole,~~ and ~~we are not~~Hedging, management byis ~~communicating~~required ~~the~~to ~~critical~~assess ~~audit~~whether ~~matters~~these ~~below,~~embedded ~~providing~~features ~~separate~~should ~~opinions on~~be ~~the~~bifurcated ~~critical~~and ~~audit~~accounted ~~matters~~for orseparately onas ~~the~~derivative ~~accounts or disclosures to which they relate~~liabilities.

~~Emphasis~~The auditing of ~~Matter~~the ~~Regarding~~Company ~~Going~~convertible ~~Concern~~note involved especially challenging auditor judgment due to the complexity of the embedded features and the application of complex accounting guidance and consideration of various terms and conditions within the convertible note agreement.

~~The~~Audit 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.Response

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 convertible 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.

Our audit procedures to address the accounting of the convertible note included the following, among others:

~~/s/~~- ~~GreenGrowth~~We ~~CPAs~~obtained ~~Los~~and ~~Angeles,~~read CAthe ~~April~~terms ~~15,~~and ~~2024~~conditions Weof ~~have~~the ~~served~~convertible asnote issued to understand the ~~Company´s~~various ~~auditor~~features ~~since~~associated ~~2023~~with the convertible note.

~~APPENDIX~~- 9BWe assessed whether the embedded features met the bifurcation criteria under ASC 815, including the evaluation of whether these features were clearly and closely related to the debt host.

F-1 We evaluated management’s application of ASC 815-15 and ASC 480 to determine whether the identified embedded features should be classified as derivatives and assessed the appropriateness of their conclusions.

~~Table~~- We evaluated the competency and objectivity of ~~Contents~~management’s expert engaged by the Company to assist in the accounting analysis of the convertible note.

~~Gries~~/s/ &GreenGrowth ~~Associates, LLC Certified Public Accountants 501 S. Cherry Street Ste 1100 Denver, Colorado 80246~~CPAs

~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING~~April ~~FIRM~~14, 2025

ToWe have ~~the~~served ~~Board~~as ofthe ~~Directors~~Company’s ~~and~~auditor ~~Stockholders Skinvisible,~~since ~~Inc~~2023.

~~Opinion~~Los Angeles, ~~on the Financial Statements~~California

~~We have audited the accompanying balance sheets~~PCAOB ofID ~~Skinvisible,~~Number 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.6580

~~Basis for Opinion~~F-1

~~These~~Table ~~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.Contents

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 misstatementSKINVISIBLE, ~~whether due to error or fraud~~INC. 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~~CONSOLIDATED ~~audits~~BALANCE 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.SHEETS

~~Critical Audit Matter~~(AUDITED)

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.

	December 31, 2024			December 31, 2023
ASSETS
Current assets
Cash	$	10,336		$	888
Accounts receivable		5,000			5,000
Due from related party		17,592			21,592
Prepaid expense and other current assets		9,100			7,980
Total current assets		42,028			35,460

Patents and trademarks, net		116,189			127,409

Total assets	$	158,217		$	162,869

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	858,993		$	438,668
Accrued interest payable		2,784,909			2,575,595
Loans from related party		13,364			6,000
Loans payable		—			433,600
Convertible notes payable, net of unamortized debt discount of $0 and $63,785, respectively		—			40,000
Derivative liability		22,420			18,544
Total current liabilities		3,679,686			3,512,407

Convertible notes payable related party, net of unamortized discount of $0 and $0 respectively		5,372,403			5,372,403
Convertible notes payable		352,075			301,102

Total liabilities		9,404,164			9,185,912

Stockholders' deficit
Common stock; $0.001 par value; 200,000,000 shares authorized; 5,316,843 and 4,539,843 shares issued and outstanding at December 31, 2024 and 2023, respectively		5,317			4,540
Shares payable		10,000			—
Additional paid-in capital		30,684,878			30,352,905
Accumulated deficit		(39,946,142	)		(39,380,488	)
Total stockholders' deficit		(9,245,947	)		(9,023,043	)

Total liabilities and stockholders' deficit	$	158,217		$	162,869

~~Emphasis~~See ofAccompanying ~~Matter~~Notes ~~Regarding~~to ~~Going~~Consolidated ~~Concern~~Financial Statements.

~~The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note~~ F-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~~Table of ~~Matters-Risks and Uncertainties~~Contents

~~The Company is not able to predict the ultimate impact that COVID -19 will have on its business. However~~SKINVISIBLE, 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 operateINC.

~~/s/~~CONSOLIDATED ~~Gries~~STATEMENT &OF ~~Associates, LLC~~OPERATIONS

~~We have served as the Company’s auditor since 2021. Denver, Colorado March 28, 2023~~(AUDITED)

F-2


	Years ended
	December 31, 2024			December 31, 2023


Revenues	$	20,000		$	20,000

Cost of revenues		—			—

Gross profit		20,000			20,000

Operating expenses
Depreciation and amortization		20,438			18,771
Selling general and administrative		589,151			491,604
Total operating expenses		609,589			510,375

Loss from operations		(589,589	)		(490,375	)

Other income and (expense)
Gain/(loss) on settlement of debt		697,249			—
Interest expense		(669,438	)		(1,887,150	)
Gain/(loss) on change in derivative liability		(3,876	)		(4,915	)
Total other income (expense)		23,935			(1,892,065	)

Net loss	$	(565,654	)	$	(2,382,440	)

Basic loss per common share	$	(0.11	)	$	(0.52	)

Fully diluted loss per common share	$	(0.11	)	$	(0.52	)

Basic weighted average common shares outstanding		5,061,350			4,539,843

Fully diluted weighted average common shares outstanding		5,061,350			4,539,843

~~Table~~See ofAccompanying ~~Contents~~Notes to Consolidated Financial Statements.

~~SKINVISIBLE, INC.~~F-3

~~CONSOLIDATED BALANCE~~Table ~~SHEETS~~of Contents

~~(AUDITED)~~SKINVISIBLE, INC.

	December 31, 2023			December 31, 2022
ASSETS
Current assets
Cash	$	888		$	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		40,000			40,000
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		30,352,905			30,352,905
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

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

~~See Accompanying Notes to Consolidated Financial Statements.~~(AUDITED)

F-3


	Common Stock
	Shares		Amount		Additional Paid-in Capital		Shares payable		Accumulated Deficit			Total Stockholders' Deficit
Balance, December 31, 2022		4,539,843	$	4,540	$	30,352,905	$	—	$	(36,998,048	)	$	(6,640,603	)
Net loss		—		—		—		—		(2,382,440	)		(2,382,440	)
Balance, December 31, 2023	$	4,539,843	$	4,540	$	30,352,905	$	—	$	(39,380,488	)	$	(9,023,043	)
Shares issued for conversion of notes payable		300,000		300		207,700		—		—			208,000
Shares and warrants issued for services		75,000		75		68,675		—		—			68,750
Units issued for cash		402,000		402		55,598		10,000		—			66,000
Net loss		—		—		—		—		(565,654	)		(565,654	)
Balance, December 31, 2024		5,316,843		5,317		30,684,878		10,000		(39,946,142	)		(9,245,947	)

~~Table~~See ofAccompanying ~~Contents~~Notes to Consolidated Financial Statements.

~~SKINVISIBLE, INC.~~F-4

~~CONSOLIDATED STATEMENTS~~Table OFof ~~OPERATIONS~~Contents

~~(AUDITED)~~SKINVISIBLE, INC.

	Years ended
	December 31, 2023			December 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		4,539,843			4,539,843
Fully diluted weighted average common shares outstanding		4,539,843			4,539,843

CONSOLIDATED STATEMENT OF CASH FLOWS

~~See Accompanying Notes to Consolidated Financial Statements.~~(AUDITED)

F-4


		Years ended
	December 31, 2024			December 31, 2023

Cash flows from operating activities:
Net loss		(565,654	)	$	(2,382,440	)
Adjustments to reconcile net loss to net cash provided (used) by operating activities:					—
Shares issued for services		68,750			—
Allowance for doubtful accounts					21,592
Depreciation and amortization		20,438			18,771
Amortization of debt discount		50,973			1,278,901
(Gain)/loss on settlement of debt		(697,249	)		—
(Gain)/loss on change in derivative liability		3,876			4,915
Changes in operating assets and liabilities:
Decrease (Increase) in prepaid assets		(1,120	)		1,515
Decrease (Increase) in due from related party		4,000			—
Increase (decrease) in accounts payable and accrued liabilities		420,325			388,926
Decrease in due to related party		7,364			(29,111	)
Increase in accrued interest		618,463			619,774
Net cash provided used in operating activities		(69,834	)		(77,157	)

Cash flows from investing activities:
Purchase of intangible assets		(9,218	)		(9,333	)
Net cash used in investing activities		(9,218	)		(9,333	)

Cash flows from financing activities:
Common stock issued for cash		66,000			—
Proceeds on related party loans		—			6,000
Repayment on related party loans		—			—
Proceeds from convertible notes payable		22,500			—
Net cash provided by (used in) financing activities		88,500			6,000

Net change in cash		9,448			(80,490	)

Cash, beginning of period		888			81,378

Cash, end of period		10,336		$	888

Supplemental disclosure of cash flow information:
Cash paid for interest		—		$	—
Cash paid for tax		—		$	—

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Non-cash investing and financing activities:
Accrued salary settled with Convertible notes payable related party		—			1,152,194

~~Table~~See Accompanying ofNotes ~~Contents~~to Consolidated Financial Statements.

~~SKINVISIBLE, INC.~~F-5

~~CONSOLIDATED STATEMENT~~Table OFof ~~STOCKHOLDERS' DEFICIT~~Contents

~~(AUDITED)~~ SKINVISIBLE, INC.

	Common Stock
	Shares		Amount		Additional Paid-in Capital		Shares payable		Accumulated Deficit			Total Stockholders' Deficit
Balance, December 31, 2021		4,539,843		4,540		30,352,905		—		(35,773,161	)		(5,415,716	)
Net loss		—		—		—		—		(1,224,887	)		(1,224,887	)
Balance, December 31, 2022		4,539,843		4,540		30,352,905		—		(36,998,048	)		(6,640,603	)
Net loss		—		—		—		—		(2,382,440	)		(2,382,440	)
Balance, December 31, 2023		4,539,843	$	4,540	$	30,352,905	$	—	$	(39,380,488	)	$	(9,023,043	)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~See~~1. DESCRIPTION ~~Accompanying~~OF ~~Notes to Consolidated~~BUSINESS ~~Financial~~AND ~~Statements.~~HISTORY

~~F-5~~Description of business

~~Table~~Skinvisible, Inc., (referred to as the “Company”) is focused on the development, manufacture and sales of ~~Contents~~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.

~~SKINVISIBLE, INC.~~History

~~CONSOLIDATED~~The Company was incorporated in ~~STATEMENTS~~Nevada OFon ~~CASH~~March ~~FLOWS~~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.

~~(AUDITED)~~ Skinvisible, Inc., together with its subsidiaries, shall herein be collectively referred to as the “Company.”

	Years ended
	December 31, 2023			December 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	$	888		$	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			—

2. BASIS OF PRESENTATION AND GOING CONCERN

~~See~~Basis ~~Accompanying~~of ~~Notes to Consolidated Financial Statements.~~ presentation

~~F-6~~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.

~~Table~~Going ~~of Contents~~concern

~~SKINVISIBLE~~The accompanying financial statements have been prepared on a going concern basis, ~~INC~~which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. For the year ended December 31, 2024, the Company had a net loss of $565,654 The Company has also incurred cumulative net losses of $39,946,142 since its inception and requires capital for its contemplated operational and marketing activities to take place. These factors, among others, raises substantial doubt about the Company’s ability to continue as a going concern within one year from the date of filing. Managements plans for the Company are to generate the necessary funding through licensing of its core products and to seek additional debt and equity funding. However, the Company’s ability to generate the necessary funds through licensing or raise additional capital through the future issuances of common stock or debt is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

~~NOTES~~3. SUMMARY TOOF ~~CONSOLIDATED FINANCIAL STATEMENTS~~SIGNIFICANT POLICIES

1This summary of significant accounting policies of Skinvisible Inc. ~~DESCRIPTION~~ OFis ~~BUSINESS~~presented to assist in understanding the Company’s consolidated financial statements. The consolidated financial ~~AND~~statements ~~HISTORY~~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.

~~Description~~Principles of ~~business~~consolidation

~~Skinvisible,~~The ~~Inc.,~~consolidated ~~(referred~~financial tostatements asinclude the ~~“Company”)~~accounts isof ~~focused on~~ the ~~development,~~Company ~~manufacture~~ and ~~sales of innovative topical, transdermal and mucosal polymer-based delivery system technologies and formulations incorporating~~ its ~~patent-pending~~subsidiary ~~formula/process~~Skinvisible ~~for~~Pharmaceuticals ~~combining hydrophilic and hydrophobic polymer emulsions~~Inc. ~~The~~All ~~technologies and formulations have broad industry applications within the pharmaceutical,~~significant ~~over-the-counter,~~intercompany ~~personal~~balances ~~skincare~~ and ~~cosmetic~~transactions ~~arenas.~~have ~~Additionally,~~been ~~the Company’s non-dermatological formulations offer solutions for a broad spectrum of markets including women’s health, pain management, and others~~eliminated. ~~The Company maintains executive and sales offices in Las Vegas, Nevada.~~

~~History~~F-6

~~The~~Table ~~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.Contents

~~Skinvisible,~~Use ~~Inc.,~~of ~~together with its subsidiaries, shall herein be collectively referred to as the “Company.”~~estimates

2The 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. ~~BASIS~~ OFActual ~~PRESENTATION~~results ~~AND~~could ~~GOING~~differ ~~CONCERN~~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.

~~Basis~~Cash ofand ~~presentation~~cash equivalents

~~The~~For ~~accompanying audited~~purposes ~~financial statements~~ of the ~~Company~~statement ~~have been prepared in accordance with accounting principles generally accepted in the United States~~ of ~~America.~~cash Inflows, the ~~opinion~~Company ofconsiders ~~management,~~ all ~~adjustments,~~highly ~~consisting~~liquid ofinvestments ~~normal~~and ~~recurring~~short-term ~~adjustments,~~instruments ~~necessary~~with ~~for~~original ~~a fair presentation~~maturities of ~~financial~~three ~~position~~months ~~and~~or ~~the~~less ~~results~~to ofbe ~~operations~~cash ~~for the period presented have been reflected herein~~equivalents.

~~Going~~Fair ~~concern~~Value of financial instruments

The ~~accompanying financial statements have been~~ ~~prepared~~carrying onvalue aof ~~going concern basis~~cash, ~~which~~accounts ~~contemplates~~payable ~~the~~and ~~realization~~accrued ofexpenses, ~~assets~~ and ~~the~~debt ~~satisfaction~~(See ofNotes ~~liabilities~~6 in& ~~the~~8) ~~normal~~approximate ~~course of~~their ~~business.~~fair ~~For~~values ~~the~~because ~~year ended December 31, 2023,~~ of the ~~Company~~short-term ~~had~~nature ~~a net loss~~ of ~~$2,382,440.~~these ~~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~~instruments. ~~These~~ ~~factors,~~Management ~~among~~believes ~~others, raises substantial doubt about~~ the Company’s ~~ability~~is tonot ~~continue~~exposed asto asignificant ~~going~~interest ~~concern~~or ~~within~~credit ~~one~~risks ~~year~~arising from ~~the~~these ~~date~~financial ~~of filing~~instruments. ~~Managements~~The ~~plans~~carrying ~~for~~amount ~~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~~convertible ~~to generate the necessary funds through licensing or raise additional capital through the future issuances of common stock or~~ debt is ~~unknown. The~~also ~~obtainment~~stated ofat ~~additional~~a ~~financing,~~fair ~~the~~value ~~successful development~~ of ~~the Company’s contemplated plan of operations~~$5, ~~and its transition~~724,477 ~~ultimately,~~since to the ~~attainment~~stated ofrate ~~profitable operations are necessary for the Company to continue operations. The consolidated financial statements~~ of ~~the~~interest ~~Company~~approximates domarket ~~not include any adjustments that may result from the outcome of these aforementioned uncertainties~~rates.

~~The~~Fair ~~Company's~~value ~~operations~~is ~~and~~defined ~~business~~as ~~have experienced disruption due to~~ the ~~unprecedented~~exchange ~~conditions~~price ~~surrounding~~that would ~~the~~be ~~COVID-19~~received ~~pandemic~~for ~~spreading~~an ~~throughout~~asset ~~the~~or ~~United~~paid ~~States~~to ~~and~~transfer ~~elsewhere. The~~a ~~spread~~liability of(an ~~COVID-19~~exit ~~has~~price) ~~caused a change~~ in the ~~availability~~principal ofor ~~our~~most ~~staff~~advantageous ~~and~~market ~~support~~for ~~services. Due to~~ the ~~COVID-19 pandemic, there~~asset ~~has~~or ~~been~~liability ~~uncertainty and disruption~~ in ~~the~~an ~~global~~orderly ~~economy~~transaction ~~and~~between ~~financial~~market ~~markets.~~participants ~~The~~on ~~Company~~the ismeasurement ~~not~~date. ~~aware~~Valuation oftechniques ~~any~~used ~~specific~~to ~~event~~measure ~~or circumstance~~fair ~~that~~value ~~would~~maximize ~~require~~the anuse ~~update~~of toobservable ~~its~~inputs ~~estimates~~and orminimize ~~judgments~~the oruse ~~a revision~~ of ~~the~~unobservable ~~carrying~~inputs. ~~value~~The ofCompany ~~its~~utilizes ~~assets~~a orfair ~~liabilities~~value ashierarchy based ofon ~~the date~~three levels of ~~issuance~~inputs, of ~~this~~which ~~filing. These estimates could change in~~ the ~~future,~~first astwo ~~new~~are ~~events~~considered ~~occur,~~observable orand ~~additional~~the ~~information~~last ~~is obtained~~unobservable.

F• Level 1 Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-7time 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.

~~Table~~• 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 ~~Contents~~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. ~~SUMMARY~~ OFThese ~~SIGNIFICANT POLICIES~~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.

~~This~~Revenue 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. recognition

~~Principles~~We ofrecognize ~~consolidation~~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.

~~The~~Product ~~consolidated~~sales – ~~financial~~Revenues ~~statements~~from ~~include~~ the ~~accounts~~sale of products (Invisicare® polymers) are recognized when title to the ~~Company~~products are transferred to the customer and ~~its~~only ~~subsidiary~~when ~~Skinvisible~~no ~~Pharmaceuticals~~further ~~Inc.~~contingencies ~~All~~or ~~significant~~material ~~intercompany balances~~performance obligations are warranted, and ~~transactions~~thereby have ~~been~~earned ~~eliminated~~the right to receive reasonably assured payments for products sold and delivered.

~~Use~~Royalty ofsales – We ~~estimates~~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.

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 longF-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.7

~~Cash~~Table ~~and~~of ~~cash equivalents~~Contents

~~For~~Distribution ~~purposes~~and oflicense ~~the~~rights ~~statement~~sales – ofWe ~~cash~~also ~~flows,~~recognize ~~the~~revenue ~~Company~~from ~~considers~~distribution ~~all~~and ~~highly~~license ~~liquid~~rights ~~investments~~when ~~and~~no ~~short-term~~further ~~instruments~~contingencies ~~with~~or material ~~original~~performance ~~maturities of~~obligations ~~three~~are ~~months~~warranted, orand ~~less~~thereby have earned the right to bereceive ~~cash~~and ~~equivalents~~retain reasonably assured payments.

~~Fair~~The ~~Value~~Company has made an accounting policy election to exclude from the measurement of ~~financial~~the ~~instruments~~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).

~~The carrying~~Accounts 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.Receivable

~~Fair~~Accounts ~~value~~ receivable is ~~defined~~comprised asof ~~the~~uncollateralized ~~exchange~~customer ~~price~~obligations ~~that~~due ~~would be~~under ~~received~~normal ~~for~~trade anterms ~~asset~~requiring orpayment ~~paid~~within to30 ~~transfer~~days afrom ~~liability~~the ~~(an~~invoice date. ~~exit~~The ~~price)~~carrying inamount ~~the~~of ~~principal~~accounts orreceivable ~~most~~is ~~advantageous~~reviewed ~~market~~periodically for ~~the~~collectability. ~~asset~~If ormanagement determines that collection ~~liability~~is inunlikely, an ~~orderly~~allowance ~~transaction~~that ~~between~~reflects ~~market~~management’s ~~participants~~best onestimate of the ~~measurement~~amounts ~~date.~~that ~~Valuation~~will ~~techniques~~not ~~used~~be tocollected ~~measure~~is ~~fair~~recorded. ~~value~~Management ~~maximize~~reviews ~~the~~each ~~use~~accounts ofreceivable ~~observable~~balance ~~inputs~~that ~~and~~exceeds ~~minimize~~30 days from the ~~use~~invoice date and, based on an assessment of ~~unobservable~~creditworthiness, estimates ~~inputs.~~the ~~The~~portion, ~~Company~~if ~~utilizes~~any, aof ~~fair~~the ~~value~~balance ~~hierarchy~~that ~~based~~will ~~on three~~not ~~levels~~be collected. As of ~~inputs~~December 31, of2024 ~~which~~and 2023, the ~~first~~Company ~~two~~had ~~are~~determined it ~~considered~~was ~~observable~~not ~~and~~necessary ~~the~~to ~~last~~recognize ~~unobservable~~a reserve for doubtful accounts.

•Intangible ~~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.

•The ~~Level~~Company 2follows Financial ~~Quoted~~Accounting ~~prices~~Standard ~~for~~Board’s ~~similar~~(FASB) ~~assets~~Codification ~~and~~Topic ~~liabilities~~350-10 in(“ASC ~~active~~350-10”), ~~markets;~~“Intangibles ~~quoted~~– Goodwill ~~prices~~and ~~included~~Other”. ~~for~~According ~~identical~~to orthis ~~similar~~statement, intangible assets ~~and~~with ~~liabilities~~indefinite ~~that~~lives are ~~not~~no ~~active;~~longer ~~and~~subject ~~model-derived~~to ~~valuations~~amortization, but inrather ~~which~~an ~~all~~annual ~~significant~~assessment ~~inputs~~of ~~and~~impairment ~~significant~~by ~~value~~applying ~~drivers~~a ~~are~~fair-value ~~observable~~based ~~in active markets~~test. Under ~~These~~ASC ~~are~~350-10, ~~typically~~the ~~obtained~~carrying ~~from~~value ~~readily~~of ~~available~~assets are ~~pricing~~calculated ~~sources~~at ~~for~~the ~~comparable~~lowest ~~instruments.~~level ~~The Company did not rely on any Level 2 measurements~~ for ~~any~~which ofthere ~~its~~are ~~transactions~~identifiable incash ~~the periods included in these financial statements~~flows.

•Income 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.taxes

FThe Company accounts for its income taxes in accordance with FASB Codification Topic ASC 740-810, “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.

~~Table~~Stock-based ~~of Contents~~compensation

~~Revenue~~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.

WeEarnings ~~recognize revenue in accordance with generally accepted accounting principles as outlined in the Financial Accounting Standard Board's~~ (~~“FASB”~~loss) ~~Accounting~~ ~~Standards~~per 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.share

~~Product~~The ~~sales –~~Company ~~Revenues~~reports ~~from~~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 ~~sale~~weighted average number of ~~products~~common shares available. Diluted earnings (~~Invisicare®~~loss) ~~polymers~~per share is computed similar to basic earnings (loss) ~~are~~per ~~recognized~~share ~~when~~except ~~title~~that the denominator is increased to include the ~~products~~number ~~are~~of ~~transferred~~additional tocommon shares that would have been outstanding if the ~~customer~~ potential common shares had been issued and if ~~only~~the ~~when~~additional nocommon ~~further~~shares ~~contingencies~~were ordilutive. ~~material~~Diluted ~~performance~~earnings ~~obligations~~(loss) ~~are~~per ~~warranted~~share has not been presented for the year ending December 31, ~~and~~2024 ~~thereby~~since ~~have~~the ~~earned~~effect of the ~~right~~assumed exercise of options and warrants to ~~receive~~purchase common shares (common stock equivalents) would ~~reasonably~~have ~~assured~~an ~~payments~~anti-dilutive ~~for~~effect. ~~products~~There ~~sold~~82,346,405 additional shares issuable in connection with outstanding options, warrants, stock payable and ~~delivered~~convertible debts as of December 31, 2024 The shares issuable under each instrument is as follows; 82,346,405 shares issuable under convertible notes.

Royalty sales – We also recognize royalty revenue from licensing our patented product formulations only when earned, with no further contingencies or material performance obligations are warranted, and thereby have earned the right to receive and retain reasonably assured payments.F-8

~~Distribution~~Table ~~and~~of 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.Contents

~~The~~Recently ~~Company~~issued ~~has made an~~ accounting ~~policy~~pronouncements 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~~In ~~Receivable~~August 2020, the FASB issued ASU 2020-06, “Debt - Debt with Conversion and Other Options (subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (subtopic 815-40),” which reduces the number of accounting models in ASC 470-20 that require separate accounting for embedded conversion features. As a result, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost as long as no other features require bifurcation and recognition as derivatives. By removing those separation models, the effective interest rate of convertible debt instruments will be closer to the coupon interest rate. Further, the diluted net income per share calculation for convertible instruments will require the Company to use the if-converted method. The treasury stock method should no longer be used to calculate diluted net income per share for convertible instruments. The amendment will be effective for the Company for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. We adopted this ASU for the year ended December 31 ,2022. This ASU had no impact on our financial statements for the years ended December 31, 2024 and 2023, respectively.

~~Accounts~~In ~~receivable~~November is2023, ~~comprised~~the ofFASB ~~uncollateralized~~issued ASU 2023-07, Segment Reporting (Topic 280): Improvements ~~customer~~to ~~obligations~~Reportable ~~due~~Segment ~~under~~Disclosures. ~~normal~~The ~~trade~~amendments ~~terms~~in ~~requiring~~this ~~payment~~ASU ~~within~~require 30disclosures, ~~days~~on ~~from~~an annual and interim basis, of significant segment expenses that are regularly provided to the ~~invoice~~chief ~~date.~~operating ~~The~~decision ~~carrying~~maker (“CODM”), as well as the aggregate amount of ~~accounts~~other ~~receivable~~segment isitems ~~reviewed~~included ~~periodically~~in ~~for~~the ~~collectability~~reported measure of segment profit or loss. IfThis ~~management~~ASU ~~determines~~requires that ~~collection~~a ispublic ~~unlikely,~~entity andisclose ~~allowance~~the ~~that~~title ~~reflects~~and ~~management’s~~position ~~best~~of ~~estimate~~the CODM and an explanation of how the ~~amounts~~CODM ~~that~~uses ~~will~~the ~~not~~reported bemeasure(s) ~~collected~~of issegment ~~recorded.~~profit ~~Management~~or ~~reviews~~loss ~~each~~in ~~accounts~~assessing ~~receivable~~segment ~~balance~~performance ~~that~~and ~~exceeds~~deciding 30how ~~days~~to ~~from~~allocate ~~the~~resources. ~~invoice~~This ~~date~~ASU ~~and~~is effective for fiscal years beginning after December 15, ~~based~~2023, onincluding aninterim ~~assessment~~periods within ofthose ~~creditworthiness~~fiscal years, ~~estimates~~with early adoption permitted. The amendments in this ASU should be applied retrospectively to all prior periods presented in the ~~portion,~~financial ifstatements. ~~any,~~The ofCompany adopted the ~~balance~~ ASU and determined that ~~will~~its adoption did not behave ~~collected~~a material impact on the Company’s consolidated financial statements and related disclosures. As ofdefined ~~December~~in 31the ASU, ~~2023~~operating segments are components of an enterprise about which discrete financial information is regularly provided to the CODM in making decisions on how to allocate resources and ~~2022,~~assess performance for the organization. The Company ~~had~~operates ~~recorded~~and ~~allowances~~manages ~~for~~its ~~doubtful~~business ~~receivables~~as inone reportable and operating segment. The Company’s CODM is the ~~amounts~~Chief Executive Officer. The Company’s CODM reviews consolidated operating results to make decisions ofabout ~~21,592~~allocating resources and ~~$0,~~assessing ~~respectively~~performance for the entire Company.

~~Intangible~~The ~~assets~~Company does not believe that other standards, which have been issued but are not yet effective, will have a significant impact on its financial statements.

~~The Company follows Financial Accounting Standard Board’s (FASB) Codification Topic 350-10 (“ASC 350-10”), “Intangibles – Goodwill and Other”~~4. INTANGIBLE ~~According~~AND toOTHER 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.ASSETS

~~Income~~Patents ~~taxes~~and other intangible assets are capitalized at their historical cost and are amortized over their estimated useful lives. As of December 31, 2024 intangible assets total $116,189, net of $187,483 of accumulated amortization. As of December 31, 2023, intangible assets total $127,409, net of $167,045 of accumulated amortization.

~~The~~License ~~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~~distributor ~~for~~rights ~~future~~were ~~tax~~acquired ~~consequences attributable to differences between~~ by the ~~financial~~Company ~~statement~~in ~~carrying amounts~~January of1999 ~~existing assets~~ and ~~liabilities~~provide ~~and~~exclusive ~~their~~use ~~respective~~distribution ~~tax~~of ~~bases~~polymers and ~~tax~~polymer ~~credit~~based ~~carry-forwards~~products. ~~Deferred~~The ~~tax~~Company ~~assets~~has ~~and~~a ~~liabilities~~non-expiring ~~are~~term ~~measured~~on ~~using~~the ~~enacted~~license ~~tax~~and ~~rates~~distribution ~~expected~~rights. toAccordingly, ~~apply to taxable income in~~ the ~~years~~Company inannually ~~which~~assesses ~~those~~this ~~temporary~~license ~~differences~~and ~~are~~distribution ~~expected to~~rights befor ~~recovered or settled. The effect on deferred tax assets~~ impairment and ~~liabilities~~has ofdetermined athat ~~change~~no inimpairment ~~tax~~write-down ~~rates~~ is ~~recognized~~considered innecessary ~~income~~as inof ~~the period~~December ~~that~~31, ~~includes the enactment date~~2024.

~~F-9~~5. RELATED PARTY TRANSACTIONS

~~Table~~Convertible ofNotes ~~Contents~~Related Party

Stock-based compensation


Convertible Notes Payable Related Party consists of the following:	December 31, 2024		December 31, 2023
On January 31, 2023, the Company negotiated accrued salaries, vacation, and outstanding convertible notes for its two officers. Under the terms of the agreements, all outstanding notes totaling $4,220,209, accrued salaries of $1,062,000, accrued vacation of $90,193 were converted to promissory notes convertible into common stock with a warrant feature. The convertible promissory notes are unsecured, due five years from issuance, and bear an interest rate of 10%. At the investor’s option until the repayment date, the note may be converted to shares of the Company’s common stock at a fixed price of $0.10 per share along with warrants to purchase one share for every two shares issued at the exercise price of $0.15 per share for three years after the conversion date.
		5,372,403		5,372,403
		—		—
Total, net of unamortized discount	$	5,372,403	$	5,372,403

~~The Company follows the guidelines in FASB Codification Topic ASC 718~~F-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.9

~~Earnings~~Table ~~(loss)~~of ~~per share~~Contents

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 available6. NOTES 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.PAYABLE

~~Recently~~Secured ~~issued~~debt ~~accounting pronouncements~~ offering

InDuring ~~August 2020,~~ the ~~FASB~~period ~~issued~~from ~~ASU~~May ~~2020-06~~22, ~~“Debt~~ -2013 ~~Debt with Conversion~~ and ~~Other Options (subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity~~December ~~(subtopic~~31, ~~815-40)~~2018,” ~~which reduces~~ the ~~number~~Company ofentered ~~accounting~~into ~~models~~a 9% notes payable into ~~ASC~~nineteen ~~470-20~~investors ~~that~~and ~~require~~received ~~separate~~proceeds ~~accounting for embedded conversion features~~of $552,000. The Asnotes awere ~~result,~~due two ayears from ~~convertible~~the ~~debt~~anniversary ~~instrument~~date ~~will~~of beexecution. ~~accounted~~The ~~for~~Notes asare asecured ~~single~~by ~~liability~~the ~~measured~~US atPatent ~~its~~rights ~~amortized cost as long~~granted asfor nothe ~~other~~Company's ~~features~~Sunscreen ~~require~~Products: ~~bifurcation~~US ~~and~~patent ~~recognition~~number as#8,128,913: ~~derivatives.~~"Sunscreen ByComposition ~~removing~~with ~~those~~Enhanced ~~separation~~UV-A ~~models,~~Absorber ~~the effective interest rate~~Stability ofand ~~convertible~~Methods.” ~~debt~~The ~~instruments~~Company ~~will~~determined bethat ~~closer~~all to the ~~coupon~~outstanding ~~interest~~notes ~~rate.~~had ~~Further,~~met the ~~diluted~~statue ~~net~~of ~~income~~limitations ~~per~~and ~~share~~as ~~calculation~~such ~~for convertible instruments will require~~ the Company ~~to use the if-converted method. The treasury stock method should~~ was no longer belegally ~~used~~obligated to ~~calculate~~ ~~diluted~~pay ~~net~~the ~~income per share for convertible instruments~~notes. ~~The~~As ~~amendment~~such, ~~will be effective for~~ the Company ~~for~~wrote ~~fiscal~~the ~~years~~entire ~~beginning after~~balance ~~December~~of ~~15,~~the ~~2021,~~notes ~~including~~of ~~interim periods within those fiscal years. Early adoption is permitted~~$433,600 and ~~but~~accrued nointerest ~~earlier~~of ~~than fiscal~~$407,343 ~~years~~to ~~beginning~~gain ~~after~~on ~~December~~settlement ~~15,~~of ~~2020,~~debt ~~including~~on ~~interim~~the ~~periods~~Statement ~~within~~of ~~those fiscal years~~Operations.

47. ~~INTANGIBLE~~CONVERTIBLE ~~AND~~NOTES ~~OTHER ASSETS~~PAYABLE

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.

Convertible Notes Payable consists of the following:	December 31,		December 31,
	2024		2023
$40,000 face value 9% secured notes payable to investors, due in 2015. At the investor’s option until the repayment date, the note and related interest may be converted to shares of the Company’s common stock a discount of 90% of the current share price after the first anniversary of the note. The notes are secured by the accounts receivable of a license agreement the Company has with Womens Choice Pharmaceuticals, LLC on its proprietary prescription product, ProCort®. The Company determined that all the outstanding notes had met the statue of limitations and as such the Company was no longer legally obligated to pay the notes. As such, the Company wrote entire balance of the notes and accrued interest to gain on settlement of debt on the Statement of Operations.		—		40,000
Original issue discount		—		—
Unamortized debt discount		—		—
Total, net of unamortized discount		—		40,000

On June 30, 2019, the Company renegotiated accrued salaries and interest and outstanding convertible notes for a former employee. Under the terms of the agreements, all outstanding notes totaling $224,064, accrued interest of $119,278, accrued salaries of $7,260 and accrued vacation of $1,473 were converted to a promissory note convertible into common stock with a warrant feature. The convertible promissory note is unsecured, due five years from issuance, and bears an interest rate of 10%. At the noteholder’s option until the repayment date, the note may be converted to shares of the Company’s common stock at a fixed price of $0.20 per share along with warrants to purchase one share for every two shares issued at the exercise price of $0.30 per share for three years after the conversion date. The Company has determined the value associated with the beneficial conversion feature in connection with the notes to be $152,642 as valued under the intrinsic value method. The aggregate beneficial conversion feature has been accreted and charged to interest expenses in the amount of $50,973 and $50,863 for the years ended December 31, 2024 and 2023, respectively.		352,075		352,075
Unamortized debt discount		—		(50,973)
Total, net of unamortized discount		352,075		301,102
Total Convertible Notes	$	352,075	$	341,102
Current portion:		—		40,000
Total long-term convertible notes	$	352,075	$	301,102

~~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~~F-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, 2023.10

~~F-10~~Table of Contents

~~Table~~8. COMMITMENTS ofAND ~~Contents~~CONTINGENCIES

~~5. RELATED PARTY TRANSACTIONS~~License Agreement

~~Convertible~~On October ~~Notes~~17, ~~Related~~2019, ~~Party~~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.

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

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.

~~F-11~~On June 14, 2021, the Company entered into an amendment to change the terms of the license Fee as shown below.

~~Table~~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 ~~Contents~~one million USD dollars ($1,000,000).

69. ~~NOTES~~ INCOME ~~PAYABLE~~TAXES

~~Secured~~The ~~debt~~Company ~~offering~~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.

~~During~~FASB ASC 740 requires the ~~period~~reduction ~~from~~of ~~May~~deferred tax ~~22,~~assets ~~2013~~by ~~and~~a ~~December 31~~valuation allowance, ~~2018~~if, based on the ~~Company~~weight ~~entered~~of ~~into~~available ~~a 9% notes~~evidence, ~~payable~~it tois ~~nineteen~~more ~~investors~~likely ~~and~~than ~~received~~not ~~proceeds~~that some or all of ~~$552,000~~ the deferred tax assets will not be realized. ~~The~~In ~~notes~~the Company’s opinion, it is uncertain whether they will generate sufficient taxable ~~were~~income ~~due two~~in ~~years from~~the future to fully utilize the ~~anniversary~~net ~~date~~deferred oftax ~~execution~~asset. ~~The~~Accordingly, ~~Notes~~a ~~are~~valuation ~~secured~~allowance byequal to the USdeferred ~~Patent~~tax ~~rights~~asset has ~~granted~~been ~~for~~recorded. ~~the~~The ~~Company's Sunscreen~~total ~~Products:~~deferred UStax ~~patent~~asset ~~number~~is #approximately $8.4 million as of December 31,~~128,913:~~ ~~"Sunscreen~~2024 ~~Composition~~which ~~with~~is ~~Enhanced~~calculated ~~UV-A~~by ~~Absorber~~multiplying a ~~Stability~~21% ~~and~~estimated ~~Methods~~tax rate by the cumulative net operating loss (NOL) of approximately $40.”0 million.

AsDue to the enactment of ~~December~~the ~~31,~~Tax ~~2023,~~Reform ~~$433,600~~ Act of ~~the~~2017, ~~outstanding~~we ~~notes~~have ~~payable~~calculated ~~are~~our ~~past~~deferred ~~due~~tax ~~and~~assets inusing ~~default~~an estimated corporate tax rate of 21%. US Tax codes and laws may be subject to further reform or adjustment which may have ~~been~~a ~~classified~~material asimpact ~~current~~to ~~notes~~the ~~payable~~Company’s deferred tax assets and liabilities.

7The Company will recognize interest and penalties related to uncertain tax positions as a component of income tax expense. ~~CONVERTIBLE~~ ~~NOTES~~As of December 31, 2024, the Company had no accrued interest ~~PAYABLE~~or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s statement of operations.

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.		40,000			40,000
Original issue discount		—			—
Unamortized debt discount		—			—
Total, net of unamortized discount		40,000			40,000
On June 30, 2019, the Company renegotiated accrued salaries and interest and outstanding convertible notes for a former employee. Under the terms of the agreements, all outstanding notes totaling $224,064, accrued interest of $119,278, accrued salaries of $7,260 and accrued vacation of $1,473 were converted to a promissory note convertible into common stock with a warrant feature. The convertible promissory note is unsecured, due five years from issuance, and bears an interest rate of 10%. At the noteholder’s option until the repayment date, the note may be converted to shares of the Company’s common stock at a fixed price of $0.20 per share along with warrants to purchase one share for every two shares issued at the exercise price of $0.30 per share for three years after the conversion date. The Company has determined the value associated with the beneficial conversion feature in connection with the notes to be $152,642 as valued under the intrinsic value method. The aggregate beneficial conversion feature has been accreted and charged to interest expenses in the amount of $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:		40,000			40,000
Total long-term convertible notes	$	301,102		$	250,267

The significant components of the Company's deferred tax assets and liabilities as of December 31, 2024 and 2023 are as follows:

F-12

As of December 31,	2024			2023
Cumulative tax net operating losses (in millions)	$	40.0		$	39.0

Deferred tax asset (in millions)	$	8.4		$	8.3
Valuation allowance (in millions)		(8.4	)		(8.3)
Current taxes payable		—			—
Income tax expense	$	—		$	—

~~Table of Contents~~F-11

~~8. COMMITMENTS~~Table ~~AND~~of ~~CONTINGENCIES~~Contents

~~License~~As ~~Agreement~~of December 31, 2024 and 2023, the Company had gross federal net operating loss carryforwards of approximately $39.0 million and $40.0 million, respectively.

OnThe Company plans ~~October~~to ~~17,~~file ~~2019,~~its ~~Skinvisible~~U.S. ~~entered~~federal anreturn ~~Exclusive~~for ~~License~~the ~~Agreement~~year ~~with~~ended ~~Quoin~~December ~~pursuant~~31, to2024 ~~which~~upon ~~Skinvisible~~the ~~granted~~issuance toof ~~Quoin~~this afiling. ~~license to~~Upon ~~certain~~filing ~~patents~~of the tax return for the ~~development~~year ofended ~~products~~December ~~for~~31, ~~commercial~~2024 ~~sale.~~the Inactual ~~exchange~~deferred ~~for~~tax ~~the~~asset ~~license,~~and ~~Quoin~~associated ~~agreed~~valuation toallowance ~~pay~~available to ~~Skinvisible a~~the ~~license~~Company ~~fee~~may differ ~~of $1,000,000 and~~from amanagement’s ~~royalty~~estimates. ~~percentage~~The ontax ~~all~~years ~~net~~2020-2024 ~~sales~~remained onopen ~~the~~to ~~licensed~~examination ~~products~~for ~~subject~~federal toincome ~~adjustment~~tax inpurposes ~~certain~~by ~~situations.~~the ~~The~~major ~~agreement~~tax ~~also~~jurisdictions ~~requires~~to ~~that~~which ~~Quoin~~the ~~make~~Company ~~certain~~is ~~milestone~~subject. ~~payments~~No totax ~~Skinvisible~~returns ~~upon~~are ~~achieving~~currently ~~regulatory~~under ~~approval~~examination ~~milestones for~~by ~~certain~~any ~~drug products~~tax authorities.

~~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~~10. STOCK 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.WARRANTS

~~On June~~The ~~14,~~following ~~2021,~~is ~~the~~a ~~Company~~summary ~~entered~~of ~~into~~stock anwarrant ~~amendment~~activity toduring ~~change~~ the ~~terms~~years ofended ~~the~~December ~~license~~31, ~~Fee~~2024 asand ~~shown below.~~2023:

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).

	Warrants		Weighted average exercise price
Outstanding December 31, 2022		—	$	—
Granted		—	$	—
Outstanding December 31, 2023		—	$	—
Granted		452,000	$	0.27
Outstanding December 31, 2024		452,000	$	0.27

9On February 5, 2024, the Company issued 300,000 units consisting of one share of common stock and one-half one-year warrant exercisable at $0. ~~INCOME~~10 ~~TAXES~~ valued at $208,000. The warrants were valued using the Binomial pricing model using the inputs stock price: $0.43, discount rate 4.22%, volatility 214.32%.

~~The~~During the ~~Company~~year ~~provides~~ended ~~for~~December ~~income~~31, ~~taxes under FASB ASC 740~~2024, ~~Accounting~~the ~~for~~Company ~~Income~~sold ~~Taxes.~~402,000 ~~FASB~~units ~~ASC~~consisting ~~740 requires~~of ~~the~~one ~~use~~share of ancommon ~~asset~~stock and ~~liability~~one ~~approach~~half inone ~~accounting for income~~year ~~taxes.~~warrant ~~Deferred~~exercisable ~~tax~~at ~~assets~~$0.20 ~~and~~for ~~liabilities~~$66,000, ~~are~~of ~~recorded~~which ~~based~~25,000 onshare ~~the~~sold ~~differences~~for ~~between~~$10,000 ~~the~~were ~~financial~~not ~~statement~~issued and ~~tax~~included ~~bases of assets and liabilities and the tax rates~~ in ~~effect currently~~stock payable.

~~FASB ASC 740 requires the reduction of~~On ~~deferred~~August ~~tax assets by a valuation allowance~~26, if2024, ~~based on~~ the ~~weight~~Company ofissued ~~available evidence~~50,000 itwarrants isvalued ~~more~~at ~~likely than not that some or all of the deferred tax assets will not be realized. In the Company’s opinion~~$26,000 itfor ~~is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset~~services. ~~Accordingly,~~The awarrants ~~valuation~~were ~~allowance~~valued ~~equal~~using to the ~~deferred~~Binomial ~~tax~~pricing ~~asset~~model ~~has~~using ~~been~~the ~~recorded.~~inputs ~~The~~stock ~~total~~price: ~~deferred tax asset is approximately~~ $80.~~3 million as of December 31~~57, ~~2023~~discount ~~which~~rate ~~is calculated by multiplying a 21~~3.95%, ~~estimated~~volatility ~~tax rate by the cumulative net operating loss (NOL) of approximately $39~~206.~~0 million~~04%.

~~Due to the enactment~~ As of ~~the~~December ~~Tax~~31, ~~Reform Act of 2017~~2024, wethe ~~have~~outstanding ~~calculated~~warrants ~~our~~had ~~deferred~~a ~~tax~~remaining ~~assets~~term ~~using an estimated corporate tax rate~~ of ~~21%~~0.75 USyears ~~Tax codes~~ and ~~laws~~an ~~may~~intrinsic bevalue ~~subject to~~of ~~further reform or adjustment which may have a material impact to the Company’s deferred tax assets and liabilities~~$0.

~~The Company will recognize interest and penalties related to uncertain tax positions as a component of income tax expense~~11. ~~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~~ STOCKHOLDERS’s ~~statement of operations.~~DEFICIT

~~F-13~~The Company is authorized to issue 200,000,000 shares of $0.001 par value common stock. The Company had 5,316,843 and 4,539,843 issued and outstanding shares of common stock as of December 31, 2024 and 2023, respectively.

~~Table~~On February 5, 2024, the Company issued 300,000 units consisting of ~~Contents~~one share of common stock and one-half one-year warrant exercisable at $0.10 valued at $208,000 for the conversion of debt.

~~The~~During ~~significant~~the ~~components~~year ofended ~~the~~December ~~Company's~~31, 2024, the ~~deferred~~Company ~~tax~~sold ~~assets~~402,000 units consisting of one share of common stock and ~~liabilities~~one ashalf one year warrant exercisable at $0.20 for $66,000, of which ~~December~~25,000 31share sold for $10,000 ~~2023~~were not issued and ~~2022~~included ~~are~~in asstock ~~follows:~~payable.

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	$	—		$	—

On August 26, 2024, the Company issued 50,000 warrants valued at $26,000 for services.

AsOn ofOctober ~~December 31~~14, ~~2023 and 2022~~2024, the Company ~~had~~issued ~~gross~~75,000 shares ~~federal~~valued ~~net~~at ~~operating loss carryforwards of approximately~~ $~~39.0~~42,750 ~~million and~~for ~~$37~~services.~~0 million, respectively.~~

~~The Company plans to file its U~~12.S. SUBSEQUENT 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.EVENTS

In accordance with ASC Topic 855-10~~. STOCKHOLDERS’~~, the ~~DEFICIT~~Company has analyzed its operations subsequent to December 31, 2024 to the date these financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these financial statements.

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.F-12

~~11. SUBSEQUENT~~Table ~~EVENTS~~of Contents

InItem ~~accordance~~9. ~~with~~Changes ~~ASC~~In ~~Topic~~and ~~855-10, the Company has analyzed~~Disagreements ~~its~~with ~~operations~~Accountants ~~subsequent~~on toAccounting ~~December 31, 2023 to the date these financial statements were available to be issued~~ and ~~has~~Financial ~~determined that it does not have any material subsequent events to disclose in these financial statements.~~ Disclosure

~~F-14~~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.

~~Table~~Item 9A. ofControls ~~Contents~~and Procedures

~~Item~~As required 9.by ~~Changes~~Rule In13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and ~~Disagreements~~procedures as of the end of the period covered by this annual report, being December 31, 2024. This evaluation was carried out under the supervision and with ~~Accountants~~the onparticipation ~~Accounting~~of our management, including our Chief Executive Officer and Chief Financial ~~Disclosure~~Officer.

WeDisclosure ~~(the~~controls ~~“Company”)~~and ~~were~~procedures ~~informed~~are ~~that~~controls ~~Gries~~and &other ~~Associates,~~procedures ~~LLC~~that ~~(“Gries”)~~are ~~had~~designed ~~sold~~to ~~its~~ensure ~~business~~that information required to ~~GreenGrowth~~be disclosed in our ~~CPAs~~reports ~~(“GreenGrowth”).~~filed Onor ~~October~~submitted 17under the Securities Exchange Act of 1934 is recorded, ~~2023~~processed, wesummarized ~~engaged~~ and ~~executed~~reported, anwithin ~~agreement~~the ~~with~~time periods ~~GreenGrowth,~~specified asin the ~~Company~~Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls ~~new~~and ~~independent~~procedures ~~accountant~~designed to ~~replace~~ensure ~~Gries.~~that ~~The~~information ~~engagement~~required to be disclosed in our company’s reports filed under the Securities Exchange Act of ~~GreenGrowth~~1934 ~~was~~is ~~approved~~accumulated byand communicated to management, including our ~~Board~~Chief ofExecutive ~~Directors~~Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

~~Item~~Based upon ~~9A.~~that ~~Controls~~evaluation, including our Chief Executive Officer and ~~Procedures~~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.

AsManagement’s ~~required~~Annual byReport ~~Rule~~on ~~13a-15~~Internal ~~under~~Control ~~the~~over ~~Securities~~Financing 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.Reporting

~~Disclosure~~Our management ~~controls~~is ~~and~~responsible ~~procedures~~for ~~are~~establishing ~~controls~~ and ~~other~~maintaining ~~procedures~~adequate ~~that~~internal ~~are~~control ~~designed~~over tofinancial ~~ensure~~reporting ~~that~~(as ~~information~~defined ~~required to be disclosed~~ in ~~our reports~~Rule ~~filed~~13a-15(f) ~~or submitted~~ under the Securities Exchange Act of 1934). isManagement ~~recorded,~~has ~~processed,~~assessed ~~summarized~~the ~~and~~effectiveness ~~reported,~~of ~~within~~our ~~the~~internal ~~time~~control over financial reporting as of ~~periods~~December ~~specified~~31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the ~~Securities~~Committee ~~and~~of ~~Exchange~~Sponsoring ~~Commission’s~~Organizations of ~~rules~~the ~~and~~Treadway ~~forms~~Commission. ~~Disclosure~~As ~~controls~~a ~~and~~result ~~procedures~~of ~~include~~this ~~controls~~assessment, management concluded that, as of December 31, 2024, our internal control ~~and~~over ~~procedures~~financial ~~designed~~reporting towas ~~ensure~~not ~~that~~effective. ~~information~~Our ~~required~~management toidentified bethe ~~disclosed~~following material weaknesses in our ~~company’s~~internal ~~reports~~control ~~filed~~over financial ~~under~~reporting, ~~the~~which ~~Securities Exchange~~are ~~Act~~indicative of ~~1934~~many issmall ~~accumulated~~companies with small staff: (i) inadequate segregation of duties and ~~communicated~~effective risk toassessment; ~~management,~~and ~~including~~(ii) ~~our~~insufficient ~~Chief~~written ~~Executive~~policies ~~Officer~~and procedures for accounting and ~~Chief~~financial ~~Financial~~reporting ~~Officer,~~ with respect to ~~allow~~the ~~timely~~requirements and ~~decisions~~application ~~regarding~~of ~~required~~both ~~disclosure~~US GAAP and SEC guidelines.

~~Based~~We plan ~~upon~~to ~~that~~take ~~evaluation,~~steps ~~including~~to enhance and improve the design of our ~~Chief~~internal ~~Executive~~control ~~Officer~~over ~~and~~financial ~~Chief~~reporting. ~~Financial~~During ~~Officer~~the period covered by this annual report on Form 10-K, we have ~~concluded~~not ~~that~~been able to remediate the material weaknesses identified above. To remediate such weaknesses, we hope to implement the following changes during our ~~disclosure~~fiscal ~~controls~~year ending December 31, 2025: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures ~~were~~for ~~ineffective~~accounting and asfinancial ofreporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the ~~end~~costs of implementing the ~~period~~changes ~~covered~~required. byIf ~~this~~we ~~annual~~are ~~report~~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 ~~Annual~~filers ~~Report~~set onforth ~~Internal~~in ~~Control~~Section ~~over~~989G ~~Financing~~of ~~Reporting~~the Dodd-Frank Wall Street Reform and Consumer Protection Act.

~~Our~~Item ~~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)~~9B. ~~Management~~Other 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.Information

~~We plan to take steps to enhance and improve the design of our internal control over financial reporting~~None. 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~~Item ~~report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting~~9C. ~~Management’s~~Disclosure ~~report~~Regarding ~~was~~Foreign ~~not~~Jurisdictions ~~subject~~that toPrevent ~~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~~Inspections.

~~Item 9B~~None. ~~Other Information~~

~~None~~21

~~Item 9C.~~Table ~~Disclosure~~of ~~Regarding Foreign Jurisdictions that Prevent Inspections.~~Contents

~~None~~PART III

22Item 10. Directors, Executive Officers and Corporate Governance

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

PART III

Name	Age	Position(s) and Office(s) Held
Terry Howlett	76	Chief Executive Officer, Chief Financial Officer, and Director
David St. James	50	Director

~~Item~~Set forth ~~10.~~below ~~Directors,~~is ~~Executive~~a ~~Officers~~brief description of the background and ~~Corporate~~business ~~Governance~~experience of each of our current executive officers and directors.

~~The~~Mr. ~~following~~Terry ~~information~~H. ~~sets~~Howlett, ~~forth~~has ~~the~~been ~~names~~our Chief Executive Officer and Director since March 5, ~~ages~~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 ~~our~~Independent ~~current~~Business, Family ~~directors~~Life Insurance, and ~~executive~~Avacare ~~officers~~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.

Name	Age	Position(s) and Office(s) Held
Terry Howlett	76	Chief Executive Officer, Chief Financial Officer, and Director
David St. James	51	Director

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.

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

~~Mr. Terry~~Our ~~H. Howlett, has been our Chief Executive Officer and Director since March 5, 1998. Mr. Howlett has a diversified background~~bylaws inauthorize ~~market~~no ~~initialization~~less ~~and~~than ~~development,~~one ~~sales~~(1) and ~~venture~~more ~~capital~~than ~~financing~~twelve ~~for~~(12) ~~emerging growth companies~~directors. HeWe ~~has~~currently ~~held~~have ~~senior~~two 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, Incdirectors., 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.~~Term ~~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.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.

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

~~Term~~Ms. Doreen McMorran, is head of ~~Office~~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.

~~Our~~Family 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.Relationships

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

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.22

23Table of Contents

~~Table~~Involvement in ofCertain ~~Contents~~Legal Proceedings

~~Family~~To the best ~~Relationships~~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.

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

~~Involvement~~We do innot ~~Certain~~have ~~Legal~~a ~~Proceedings~~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.

~~To the~~We ~~best~~do ofnot have ~~our~~an ~~knowledge,~~audit ~~during~~committee ~~the~~financial ~~past~~expert ~~ten~~because ~~years, none~~ of the ~~following~~size ~~occurred~~of ~~with~~our ~~respect~~company toand aour ~~present~~board ~~or former director, executive officer, or employee: (1) any bankruptcy petition filed by or against any business~~ of ~~which~~directors ~~such person was a general partner or executive officer either~~ at ~~the~~this time. ofWe ~~the~~believe ~~bankruptcy or within two years prior to~~ that ~~time; (2) any conviction in a~~ ~~criminal~~we ~~proceeding~~do ~~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~~require ~~reversed,~~an ~~suspended~~audit orcommittee ~~vacated,~~financial ofexpert ~~any~~at ~~court~~this oftime ~~competent jurisdiction,~~because ~~permanently~~we orretain ~~temporarily~~outside ~~enjoining,~~consultants ~~barring,~~who ~~suspending~~possess orthese ~~otherwise limiting his or her involvement in any type of~~attributes ~~business,~~as 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 vacatedneeded.

~~Audit~~For the ~~Committee~~fiscal year ending December 31, 2024, the board of directors:

~~We do~~1. ~~not~~Reviewed ~~have~~and adiscussed ~~separately~~the ~~designated~~audited ~~standing~~financial ~~audit~~statements ~~committee.~~with ~~The~~management, ~~entire~~and ~~board~~2. ofReviewed ~~directors~~and ~~performs~~discussed the ~~functions of an audit committee, but no~~ written ~~charter~~disclosures ~~governs~~and the ~~actions~~letter offrom ~~the~~our ~~board~~independent ofauditors ~~directors~~on ~~when performing~~ the ~~functions~~matters ofrelating ~~that~~to ~~would~~the ~~generally~~auditor’s beindependence. ~~performed by~~3. anBased ~~audit~~upon ~~committee.~~the ~~The~~ board of directors’ ~~approves~~review ~~the~~and ~~selection~~discussion of ~~our independent accountants and meets and interacts with~~ the ~~independent~~ ~~accountants~~matters ~~to discuss issues related to financial reporting. In addition~~above, the board of directors ~~reviews~~authorized ~~the~~inclusion ~~scope and results~~ of the ~~audit~~audited ~~with~~financial ~~the~~statements ~~independent~~for ~~accountants, reviews with management and~~ the ~~independent~~year ~~accountants~~ended ~~our~~December ~~annual~~31, ~~operating results~~2024, ~~considers~~ ~~the~~to ~~adequacy~~be ofincluded ~~our~~in ~~internal~~this ~~accounting~~Annual ~~procedures~~Report ~~and~~on ~~considers~~Form ~~other~~10-K ~~auditing~~ and ~~accounting~~filed ~~matters~~with ~~including fees to be paid to~~ the ~~independent~~Securities ~~auditor~~ and ~~the~~Exchange ~~performance of the independent auditor~~Commission.

WeSection do16(a) ~~not~~Beneficial ~~have~~Ownership anReporting 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.Compliance

~~For~~Section 16(a) of the ~~fiscal~~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 ~~ending~~ended December 31, ~~2023~~2024, all ~~the~~filings ~~board~~were oftimely ~~directors:~~made.

	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.

Code of Ethics

~~Based~~We ~~upon~~adopted a ~~the~~Code ~~board~~ of ~~directors’ review~~Ethics ~~and~~for ~~discussion~~Financial ofExecutives, ~~the~~which ~~matters~~include ~~above~~our principal executive officer, ~~the~~principal ~~board~~financial ofofficer, ~~directors~~principal ~~authorized~~accounting officer ~~inclusion~~or ofcontroller, ~~the~~or ~~audited~~persons ~~financial~~performing ~~statements~~similar ~~for~~functions. ~~the~~The ~~year ended~~Code ~~December~~of ~~31,~~Ethics ~~2023,~~was tofiled beas ~~included~~an inexhibit ~~this~~to ~~Annual~~the ~~Report~~annual report on Form 10KSB ~~10-K~~for the fiscal year ended December 31, 2004 and filed with the ~~Securities~~SEC ~~and~~on ~~Exchange~~April ~~Commission~~14, 2005.

~~Section 16(a) Beneficial Ownership Reporting Compliance~~23

~~Section 16(a)~~Table 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.Contents

24Item 11. Executive Compensation

~~Table~~Compensation Discussion ofand ~~Contents~~Analysis

~~Code~~Currently, the objective of ~~Ethics~~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.

~~We adopted~~In ~~a Code of Ethics for Financial Executives~~addition, ~~which include~~ our ~~principal~~sole executive officer, ~~principal~~holds ~~financial~~substantial ~~officer,~~ownership ~~principal accounting~~in ~~officer~~the orcompany ~~controller,~~and oris ~~persons~~generally ~~performing~~motivated ~~similar~~by ~~functions.~~a ~~The~~strong ~~Code~~entrepreneurial ofinterest in ~~Ethics~~expanding ~~was~~our ~~filed~~operations asand anrevenue ~~exhibit~~base to the ~~annual~~best ~~report on~~of ~~Form~~his ~~10KSB for the fiscal year ended December 31, 2004 and filed with the SEC on April 14, 2005~~ability.

~~Item~~Summary ~~11. Executive~~ Compensation ~~Compensation Discussion and Analysis~~Table

~~Currently,~~The table ~~the~~below ~~objective~~summarizes ofall ~~the cash~~ compensation ~~paid~~awarded ~~by the company is~~ to, ~~provide~~earned ~~fair reimbursement for the time spent~~ by, ~~our~~or ~~executive~~paid ~~officer and independent directors~~ to ~~the extent feasible within the financial constraints faced by~~ our ~~developing~~former ~~business.~~or ~~The~~current ~~stock options granted to our~~ executive ~~officer~~officers ~~and~~for ~~to our independent directors are intended to provide these individuals with incentives to pursue~~ the ~~growth~~fiscal 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~~ended ~~provides~~December 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 exercised31, ~~the~~2024 ~~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~~2023.

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

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

2024

2023

180,000

—

180,000⁽¹⁾

180,000⁽²⁾

~~Summary~~(1) ~~Compensation~~Due ~~Table~~to financial constraints, however, the total paid to Mr. Howlett during the fiscal year ended December 31, 2024 was $0.

~~The~~(2) ~~table~~Due ~~below~~to ~~summarizes~~financial ~~all~~constraints, ~~compensation awarded to~~however, ~~earned~~the ~~by,~~total orsalary paid to ~~our~~Mr. ~~former~~Howlett orduring ~~current executive officers for~~ the fiscal ~~years~~ year ended December 31, 2023 ~~and~~was ~~2022~~$0.

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)

Narrative Disclosure to the Summary Compensation Table

~~(1) Due~~We granted Mr. Howlett the right to ~~financial~~convert ~~constraints~~his accrued compensation of $180,000 ~~however~~and $180,000 ~~the~~as ~~total~~of ~~paid~~December 31, 2024 and 2023 into our common stock at $0.10 per share at any totime Mruntil 2028. ~~Howlett~~If ~~during~~exercised, ~~the~~we ~~fiscal~~also agreed to issue one three-year ~~ended~~warrant ~~December~~for ~~31,~~every ~~2023~~two ~~was~~shares converted by Mr. Howlett exercisable at $0.15 per share.

~~(2)~~ Outstanding ~~Due~~Equity toAwards ~~financial~~at ~~constraints,~~Fiscal ~~however, the total salary paid to Mr. Howlett during the fiscal year ended December 31, 2022 was $0.~~Year-End

~~Narrative~~There were ~~Disclosure~~no tounexercised ~~the~~options, ~~Summary~~stock ~~Compensation~~that ~~Table~~has not vested, or equity incentive plan awards as of December 31, 2024.

WeThe table ~~granted~~below ~~Mr.~~summarizes ~~Howlett~~all ~~the right to convert his accrued~~ compensation of $0our ~~and~~directors ~~$630,000~~ as of December 31, ~~2023 and 2022 into our common stock at $0~~2024.~~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.~~

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

~~Table of Contents~~24

~~Outstanding Equity~~Table ~~Awards~~of ~~at Fiscal Year-End~~Contents

~~There~~Narrative ~~were~~Disclosure noto ~~unexercised~~the ~~options,~~Director ~~stock~~Compensation ~~that has not vested, or equity incentive plan awards as of December 31, 2023.~~Table

~~The~~All the ~~table~~fees ~~below~~earned ~~summarizes~~or ~~all~~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 offor ~~our~~his ~~directors~~service as a member of ~~December~~our ~~31,~~board ~~2023~~of directors.

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	-	-	-	-	-	-

Mr St. James was paid $6,000 for his services during the year ended December 31, 2024.

~~Narrative~~Item ~~Disclosure~~12. toSecurity ~~the~~Ownership ~~Director~~of ~~Compensation~~Certain ~~Table~~Beneficial Owners and Management and Related Stockholder Matters

~~All~~The following ~~the~~table ~~fees~~sets ~~earned~~forth, oras ~~paid~~of inApril ~~cash~~10, ~~and~~2025, ~~stock~~the ~~options~~beneficial ~~awards~~ownership ~~granted~~of toour ~~Terry~~common ~~Howlett~~stock ~~were~~by ~~earned~~each inexecutive ~~connection~~officer ~~with~~and ~~his~~director, ~~service~~by each asperson anknown ~~executive officer.~~by ~~Mr.~~us ~~Howlett~~to ~~received~~beneficially noown ~~compensation~~more ~~for~~than ~~his~~5% ~~service~~of asour acommon ~~member~~stock ofand ~~our~~by ~~board~~the ofexecutive officers and directors as a group.

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

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		68	%
Common	David St. James⁽⁵⁾		2,000 shares		Less than 1	%
Total of All Directors and Executive Officers:			11,043,001 shares		68	%

More Than 5% Beneficial Owners:
Doreen McMorran⁽⁶⁾			10,250,510 shares		65	%

~~On September~~(1) ~~22,~~Except ~~2018,~~as weotherwise ~~granted an option to purchase 2~~indicated,~~000~~ ~~shares~~the ofaddress ~~our common stock to Mr. St. James. The options have a strike price~~ of ~~$1.75.~~each ~~The~~person ~~stock~~named ~~options~~in ~~were~~this ~~exercisable~~table ~~upon~~is ~~grant~~c/o ~~and~~Skinvisible, ~~have a life of 5 years~~Inc., ~~The~~6320 ~~stock~~South ~~options~~Sandhill ~~were~~Road, ~~valued~~Unit ~~at $35~~9,~~497~~ ~~using~~Las ~~the Black-Scholes~~Vegas, ~~option~~Nevada ~~pricing model~~89120. ~~These options expired on September 21, 2023.~~

~~Item 12~~(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., ~~Security~~the ~~Ownership~~power to dispose of, ~~Certain~~or ~~Beneficial~~to ~~Owners~~direct ~~and~~the ~~Management~~disposition ~~and~~of, ~~Related~~a ~~Stockholder~~security). ~~Matters~~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.

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.

⁽³⁾

Except as otherwise indicated, all shares are owned directly and the percentage shown is based on 5,316,843 shares of common stock issued and outstanding on April 10, 2025

⁽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.

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		40	%
Common	David St. James(5)		2,000 shares		Less than 1	%
Total of All Directors and Executive Officers:			11,043,001 shares		40	%
More Than 5% Beneficial Owners:
Doreen McMorran(6)			10,250,510 shares		37	%

⁽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.

	(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

26Aside 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.

~~Table~~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 ~~Contents~~the agreement if it chooses to continue the license.

~~Item 13. Certain Relationships and Related Transactions, and Director Independence~~25

~~Aside from~~Table ~~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.Contents

On ~~February~~ 3June 10, 2020, weOvation ~~entered~~Science ~~into~~Inc. apaid ~~License~~the Company ~~Agreement~~the ~~with~~fee ~~Ovation~~otherwise ~~Science,~~due ~~pursuant~~in toyear ~~which~~3 and in exchange the Company ~~granted~~extended tothe ~~Ovation~~term ~~Science Inc.~~of aOvation’s license ~~for~~to ~~the~~6-years ~~manufacture~~ and ~~distribution~~granted Ovation additional rights to its hand sanitizer ~~product,~~products ~~DermSafe.~~and Inassigned ~~exchange~~Canadian ~~for~~Identification ~~the~~Numbers ~~license,~~02310589 ~~Ovation Science~~and ~~Inc.~~02355558, ~~agreed~~all toDermSafe Trademarks, ~~pay~~DermSafe toclinical ~~Skinvisible~~data aand ~~percentage~~the onright ~~all~~to ~~net~~patent ~~sales~~DermSafe onwhere ~~the~~not ~~licensed~~currently ~~products~~patented. ~~subject~~In toexchange ~~adjustment~~for inthese ~~certain~~rights ~~situations~~Ovation ~~plus~~paid a $100,000 license fee. ~~payable~~The inCompany ~~year~~completed 3the ofrequired assignments during the ~~agreement~~year ifending itDecember ~~chooses~~31, to2021 ~~continue~~and ~~the~~recognized ~~license~~$100,000 in revenue.

~~On June~~The ~~10, 2020, Ovation Science Inc. paid the~~ Company ~~the~~earned ~~fee~~$0 ~~otherwise~~and ~~due~~$0 in ~~year~~royalties 3under ~~and in exchange~~ the ~~Company extended the term of Ovation’s~~ license toagreement 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~~years ending December 31, ~~2021~~2024 and ~~recognized $100~~2023,~~000~~ ~~in revenue~~respectively.

The Company ~~earned~~sold ~~$[*]~~polymer ~~and~~products $0to inOvation Science ~~royalties~~Inc ~~under~~and ~~the~~earned ~~license~~$0 ~~agreement~~and ~~during~~$0 ~~the~~as ~~years~~of ~~ending~~ December 31, ~~2023~~2024 and ~~2022~~2023, respectively.

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

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.

On January 31, 2023, the Company negotiated accrued salaries, vacation, and outstanding convertible notes for its two officers. Under the terms of the agreements, all outstanding notes totaling $4,220,209, accrued salaries of $1,062,000, accrued vacation of $90,193 were converted to promissory notes convertible into common stock with a warrant feature. The convertible promissory notes are unsecured, due five years from issuance, and bear an interest rate of 10%. At the investor’s option until the repayment date, the note may be converted to shares of the Company’s common stock at a fixed price of $0.10 per share along with warrants to purchase one share for every two shares issued at the exercise price of $0.15 per share for three years after the conversion date.
		5,372,403		5,372,403
		—		—
Total, net of unamortized discount	$	5,372,403	$	5,372,403

AsItem ~~of December 31, 2023, $[*] and $[*] in advances remained due to Mr~~14. ~~Howlett~~Principal ~~and~~Accounting ~~Ms.~~Fees ~~McMorran, respectively,~~ and ~~all other related party notes have been extinguished or re-negotiated as convertible notes.~~Services

~~The~~Below ~~following~~is the table ~~details~~of Audit Fees (amounts in US$) billed by our auditor in connection with the ~~notes~~audit ~~that~~of ~~are~~the ~~outstanding~~Company’s ~~for~~annual ~~Terry~~financial ~~Howlett~~statements for ~~and~~the ~~Doreen~~years ~~McMorran.~~ended:

Noteholder	Date of Note	Interest	Maturity	Outstanding Principal as of December 31, 2023
Financial Statements for the Year Ended December 31			Audit Services		Audit Related Fees		Tax Fees		Other Fees
Terry Howlett	June 30, 2019	10%	December 31, 2024	$[*]
2023			$	19,000	$	0	$	0	$	0
Terry Howlett	June 30, 2019	10%	December 31, 2024	$[*]
2024			$	33,500	$	0	$	0	$	0
Terry Howlett	December 31, 2019	10%	December 31, 2019	$[*]
				Accrued Interest as of December 31, 2022
Terry Howlett				$[*]

2726

Table of Contents

Noteholder	Date of Note	Interest	Maturity	Outstanding Principal as of December 31, 2023
Doreen McMorran	June 30, 2019	10%	December 31, 2024	$[*]
Doreen McMorran	June 30, 2019	10%	December 31, 2024	$[*]
				Accrued Interest as of December 31, 2023
Doreen McMorran				$[*]

PART IV

Item 1415. ~~Principal~~Exhibits, ~~Accounting~~Financial ~~Fees~~Statements ~~and~~Schedules ~~Services~~

~~Below is the table of Audit Fees~~ (~~amounts in US$~~a) ~~billed~~Financial byStatements ~~our~~and ~~auditor in connection with the audit of the Company’s annual financial statements for the years ended:~~Schedules

Financial Statements for the Year Ended December 31	Audit Services		Audit Related Fees		Tax Fees		Other Fees
2022	$	35,500	$	0	$	0	$	0
2023	$	19,000	$	0	$	0	$	0

The following financial statements and schedules listed below are included in this Form 10-K.

28Financial Statements (See Item 8)

~~Table~~(b) ~~of Contents~~Exhibits

PART IV

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

~~Item 15.~~1 ~~Exhibits,~~Incorporated ~~Financial~~by ~~Statements~~reference ~~Schedules~~to the Registration Statement on Form 10SB12G filed on April; 30, 1999.

~~(a)~~2 ~~Financial~~Incorporated ~~Statements~~by ~~and~~reference ~~Schedules~~to the Report on Form 8-K filed on September 12, 2008.

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

	³	Incorporated by reference to Current report on Form 10-KSB filed with the Securities and Exchange Commission on April 14, 2005.
	⁴	Incorporated by reference to the Report on Form 8-K filed on March 29, 2018
	⁵	Incorporated by reference to the Report on Form 8-K filed on January 22, 2019
	⁶	Incorporated by reference to the Report on Form 8-K filed on October 22, 2019

~~(b)~~Item ~~Exhibits~~16. Form 10-K Summary

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

None.

1	Incorporated by reference to the Registration Statement on Form 10SB12G filed on April; 30, 1999.
2	Incorporated by reference to the Report on Form 8-K filed on September 12, 2008.
3	Incorporated by reference to Current report on Form 10-KSB filed with the Securities and Exchange Commission on April 14, 2005.
4	Incorporated by reference to the Report on Form 8-K filed on March 29, 2018
5	Incorporated by reference to the Report on Form 8-K filed on January 22, 2019
6	Incorporated by reference to the Report on Form 8-K filed on October 22, 2019

~~Item 16.~~Table ~~Form~~of ~~10-K Summary~~Contents

~~None.~~SIGNATURES

29Pursuant 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.

Table of Contents

	Skinvisible, Inc.
By:	/s/ Terry Howlett
	Terry Howlett President, Chief Executive Officer, Principal Executive Officer, Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer and Director
	April 14, 2024

~~SIGNATURES~~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.

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.

By:	/s/ Terry Howlett
	Terry Howlett
	President, Chief Executive Officer, Principal Executive Officer, Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer and Director
	April 14, 2025

	Skinvisible, Inc.
By:	/s/ David St. James
By:	/s/ Terry Howlett
	David St. James
	Terry Howlett President, Chief Executive Officer, Principal Executive Officer, Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer and Director
	Director
	April 16, 2024
	April 14, 2025

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.28

By:	/s/ Terry Howlett
	Terry Howlett
	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

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