<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended June 30, 2000
[ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from __________ to __________
Commission File Number 0-25911
SKINVISIBLE, INC.
-----------------
(Exact name of Small Business Issuer as specified in its charter)
Nevada 88-0344219
------------------------------- ----------
(State or other jurisdiction of (IRS Employer
incorporation) Identification No.)
6320 South Sandhill Road, Suite 10, Las Vegas, Nevada 89120
-----------------------------------------------------------
(Address of principal executive offices)
702-433-7154
------------
(Issuer's telephone number)
--------------------------------------------------------------
(Former name, former address and former fiscal year if changed
since last report)
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
11,702,033 shares of Common Stock as of June 30, 2000.
------------------------------------------------------
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
1
<PAGE>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
GENERAL
The Company's unaudited financial statements for the six months ended June
30, 2000 are included with this Form 10-QSB. The unaudited financial
statements for the six months ended June 30, 2000 include:
(a) Consolidated Balance Sheet as of June 30, 2000 and June 30, 1999;
(b) Consolidated Statement of Operations and Accumulated Deficit -
Six months ended June 30, 2000 and June 30, 1999;
(c) Consolidated Statement of Changes in Shareholders' Equity - Six
months ended June 30, 2000 and June 30, 1999;
(d) Consolidated Statement of Cash flows - Six months ended June 30,
2000 and June 30, 1999;
(e) Notes to Consolidated Financial Statements
The unaudited financial statements have been prepared in accordance with
the instructions to Form 10-QSB and, therefore, do not include all
information and footnotes necessary for a complete presentation of
financial position, results of operations, cash flows, and stockholders'
equity in conformity with generally accepted accounting principles. In the
opinion of management, all adjustments considered necessary for a fair
presentation of the results of operations and financial position have been
included and all such adjustments are of a normal recurring nature.
Operating results for the six months ended June 30, 2000 are not
necessarily indicative of the results that can be expected for the year
ending December 31, 2000.
2
<PAGE>
SKINVISIBLE, INC.
AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000
3
<PAGE>
To the Board of Directors
Skinvisible, Inc. and Subsidiary
Las Vegas, Nevada
We have reviewed the accompanying consolidated balance sheet of
Skinvisible, Inc., and subsidiaries, as of June 30, 2000 and 1999 and the
related consolidated statements of operations and accumulated deficit,
changes in stockholders' equity, and statement of cash flows for the six
months then ended, in accordance with standards established by the American
Institute of Certified Public Accountants. All information included in
these financial statements is the representation of the management of
Skinvisible, Inc.
A review consists principally of inquiries of Company personnel and
analytical procedures applied to financial data. It is substantially less
in scope than an examination in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion regarding
the financial statements taken as a whole. Accordingly, we do not express
such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial statements in order for them
to be in conformity with generally accepted accounting principles.
Sarna & Company
Westlake Village, California
August 1, 2000
4
<PAGE>
SKINVISIBLE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
ASSETS JUNE 30
-------
2000 1999
------------------
Current Assets
Cash $ 14,910 $ 63,310
Accounts Receivable 12,619 7,368
Inventory 147,960 167,537
Prepaid Expenses 11,550 0
Prepaid License Fee 50,000 50,000
---------- ----------
Total Current Assets 237,039 288,215
Property and Equipment
Furniture and Equipment 135,299 92,894
Laboratory Build-Out 314,633 306,048
---------- ----------
Total Property and Equipment 449,932 398,942
Less Accumulated Depreciation <84,908> <34,208>
---------- ----------
Net Property and Equipment 365,024 364,734
Other Assets - Exclusive Distribution Rights 200,000 200,000
- Prepaid Royalty 1,000,000 1,000,000
- Deposits 500 5,886
---------- ----------
TOTAL ASSETS $1,802,563 $1,858,835
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable
and Accrued Expenses $ 122,369 $ 381,786
Loan Payable 257,781 715,000
---------- ----------
Total Current Liabilities 380,150 1,096,786
Stockholders' Equity
Common Stock, $0.001 par value
100,000,000 shares authorized,
11,702,033 and 10,200,000 shares issued 11,702 10,203
Additional paid in capital 6,479,198 3,438,897
Accumulated Deficit <5,068,487> <2,687,051>
---------- ----------
Total Stockholders' Equity 1,422,413 762,049
---------- ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $1,802,563 $1,858,835
========== ==========
See Notes to Consolidated Financial Statements
5
<PAGE>
SKINVISIBLE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
SIX MONTHS
ENDED JUNE 30
2000 1999
------------------
Revenues $ 24,889 $ 48,125
Cost of Sales
Beginning Inventory 149,150 47,530
Purchases 14,742 136,153
----------- -----------
Total Available 163,892 183,683
Less: Ending Inventory <151,420> <167,537>
Sample Distribution 0 0
----------- -----------
Total Cost of Sales <12,472> <16,146>
----------- -----------
Gross Profit 12,417 31,979
Operating Expenses <930,813> <1,453,590>
----------- -----------
Loss Before Provision for Income Taxes <918,396> <1,421,611>
Provision for Income Taxes <0> <0>
----------- -----------
Net Loss <918,396> <1,421,611>
Accumulated Deficit, Beginning of Period <4,150,091> <1,265,440>
----------- -----------
Accumulated Deficit, End of Period $<5,068,487> $<2,687,051>
=========== ===========
Net Loss per Share $ <.08> $ <.14>
=========== ===========
Weighted Average Shares Outstanding 11,691,411 10,202,000
=========== ===========
See Notes to Consolidated Financial Statements
6
<PAGE>
SKINVISIBLE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
SIX MONTHS
ENDED JUNE 30
2000 1999
------------------
Shares of Common Stock Issued:
Beginning Balance 11,453,000 8,200,000
Issuance Pursuant to:
Stock Offering 206,000 1,500,000
Royalty Payment Agreement 0 500,000
Stock Option Plan 37,333 3,000
Contract Settlements 5,700 0
----------- -----------
Ending Balance 11,702,033 10,203,000
=========== ===========
Common Stock Par Value
Beginning Balance $ 11,453 $ 8,200
Issuance Pursuant to:
Stock Offering 206 1,500
Royalty Payment Agreement 0 500
Stock Option Plan 37 3
Contract Settlements 6 0
----------- -----------
Ending Balance 11,702 10,200
----------- -----------
Additional Paid in Capital
Beginning Balance 5,983,747 936,400
Issuance Pursuant to:
Stock Offering 398,944 1,498,500
Royalty Payment Agreement 0 999,500
Stock Option Plan 87,963 4,497
Contract Settlements 8,544 0
----------- -----------
Ending Balance 6,479,198 3,438,897
----------- -----------
Accumulate Deficit
Beginning Balance <4,150,091> <1,265,440>
Net Loss <918,396> <1,421,611>
----------- -----------
Ending Balance <5,068,487> <2,687,051>
----------- -----------
Total Stockholders' Equity $1,422,413 $ 762,049
=========== ===========
See Notes to Consolidated Financial Statements
7
<PAGE>
SKINVISIBLE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
SIX MONTHS
ENDED JUNE 30
2000 1999
------------------
Cash Flows from Operating Activities:
Net Loss $ <918,396> $<1,421,611>
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities
Depreciation 25,350 25,350
<Increase> Decrease in:
Accounts Receivable <4,067> <2,953>
Inventory 1,190 <120,007>
Advances <1,096> 0
Other Assets - Prepaid Royalty 0 <1,000,000>
- Prepaid Expenses <11,550> <5,886>
- Deposits 5,011 0
Increase <Decrease> in:
Accounts Payable and
Accrued Expenses 22,455 258,063
----------- -----------
Net Cash Used by Operating Activities <881,103> <2,267,044>
Cash Flows from Investing Activities:
Purchases of Property and Equipment <27,383> <274,922>
Net Cash Used by Investing Activities <27,383> <274,922>
----------- -----------
Cash Flows from Financing Activities:
Payment of Loan Principal <470,762> <10,000>
Net Proceeds from the Issuance of
Common Stock 495,700 2,504,500
----------- -----------
Net Cash Provided by Financing Activities 24,938 2,494,500
----------- -----------
Net Increase <Decrease> in Cash <883,548> <47,466>
Cash at Beginning of Period 898,458 110,776
----------- -----------
Cash at End of Period $ 14,910 $ 63,310
=========== ===========
Supplemental Disclosure:
Interest Paid $ 6,378 $ 29,455
=========== ===========
See Notes to Consolidated Financial Statements
8
<PAGE>
SKINVISIBLE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------
General
-------
Skinvisible, Inc. (formerly Microbial Solutions, Inc.) was incorporated on
March 6, 1998 in the state of Nevada. Skinvisible, Inc. immediately
acquired 100% ownership of Skinvisible Pharmaceutical, Inc. (formerly
Manloe Labs, Inc.) also a Nevada corporation.
Skinvisible, Inc. and its subsidiaries, (collectively referred to as the
"Company" or "SKVI") develops and sells various licensed anti-bacterial
and anti-viral protectants and formulations to numerous industries. The
Company maintains manufacturing, executive and sales offices at Las Vegas,
Nevada.
Name Change
-----------
On February 26, 1999, the company completed the legal process of changing
its name from Microbial Solutions, Inc. to Skinvisible, Inc. The
subsidiary's name of Manloe Labs, Inc. was also changed on February 26,
1999 to Skinvisible Pharmaceutical, Inc.
During 1999, the company also formed a subsidiary titled Skinvisible
International, Inc. and Skinvisible Pharmaceuticals (Canada), Inc. On
January 1, 2000 the Company decided to discontinue operations of its
subsidiary, Skinvisible International, Inc.
On April 20, 2000, the Company formed a subsidiary titled Safe4Hours, Inc.
Basis of Presentation
---------------------
The consolidated financial statements include the accounts of Skinvisible,
Inc. and it's subsidiaries, Skinvisible Pharmaceutical, Inc., and
Skinvisible Pharmaceuticals (Canada), Inc. All material intercompany
balances have been eliminated.
The Company reports revenue and expenses using the accrual method of
accounting for financial and tax reporting purposes. All reported amounts
are in US dollars.
9
<PAGE>
SKINVISIBLE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
---------------------------------------------------------------
Use of Estimates
----------------
Management uses estimates and assumptions in preparing these financial
statements in accordance with generally accepted accounting principles.
Those estimates and assumptions affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities, and the
reported revenues and expenses.
Pro Forma Compensation Expense
------------------------------
SKVI accounts for costs of stock-based compensation in accordance with APB
No. 25, "Accounting for Stock Based Compensation" instead of the fair value
based method in SFAS No. 123. Stock options issued by SKVI carry exercise
prices in excess of prices that shares can currently be purchased for.
Accordingly, no pro forma compensation expense is reported in these
financial statements with the exception of the expense recorded on the
exercise of options on 37,333 shares during the period ended June 30, 2000.
Inventories
-----------
Inventories are accounted for on an average cost basis. Inventory at any
given time consists of raw materials and products and packaging held for
resale.
Property and Equipment
----------------------
Property and equipment are stated at historical cost.
10
<PAGE>
SKINVISIBLE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
---------------------------------------------------------------
Depreciation, Amortization and Capitalization
---------------------------------------------
The Company records depreciation and amortization using both straight-line
and declining balance methods over the estimated useful life of the assets
(five to seven years).
Expenditures for maintenance and repairs are charged to expense as
incurred. Additions, major renewals and replacements that increase the
property's useful life are capitalized. Property sold or retired, together
with the related accumulated depreciation, is removed from the appropriate
accounts and the resultant gain or loss is included in net income.
Income Taxes
------------
The company accounts for its income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes".
Under Statement 109, a liability method is used whereby deferred tax assets
and liabilities are determined based on temporary differences between basis
used for financial reporting and income tax reporting purposes. Income
taxes are provided based on tax rates in effect at the time such temporary
differences are expected to reverse. A valuation allowance is provided for
certain deferred tax assets if it is more likely than not, that the Company
will not realize the tax assets through future operations.
Fair Value of Financial Instruments
-----------------------------------
Financial accounting Standards Statement No. 107, "Disclosures About Fair
Value of Financial Instruments", requires the Company to disclose, when
reasonably attainable, the fair market values of its assets and liabilities
which are deemed to be financial instruments. The Company's financial
instruments consist primarily of cash and certain investments.
Per Share Information
---------------------
The Company computes per share information by dividing the net loss for the
period presented by the weighted average number of shares outstanding
during such period. The effect of common stock equivalents would be
antidilutive and is not included in net loss per share calculations.
11
<PAGE>
SKINVISIBLE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - PROVISION FOR INCOME TAXES
-----------------------------------
The provision for income taxes for the periods ended June 30, 2000 and 1999
represents the minimum state income tax expense of the Company, which is
not considered significant.
NOTE 3 - LOAN PAYABLE
---------------------
During the period ended June 30, 2000 the Company had an unsecured loan
payable bearing an interest rate of 10% per annum. During the quarter
ended March 31, 2000, the Company used approximately $725,000 to pay off
loans that were outstanding as of December 31, 1999. The Company has since
obtained additional loans to finance its operations. As of June 30, 2000,
the Company has outstanding loans payable with interest in the amount of
$257,781.
NOTE 4 - COMMITMENTS AND CONTINGENCIES
--------------------------------------
Operating Leases
----------------
The company leases 8556 square feet of manufacturing and office space under
a non-cancelable operating lease. This operating lease terminates on April
14, 2002. In connection with the lease arrangement, the Company is
obligated to make rental payments of $6464 per month with annual increases
of 3%.
Future annual minimum rental commitments are as follows:
Year
----
2000 $ 76,848
2001 $ 78,935
2002 $ 26,540
12
<PAGE>
SKINVISIBLE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 - COMMITMENTS AND CONTINGENCIES - CONTINUED
--------------------------------------------------
Litigation
----------
The Company has been served as a defendant in a lawsuit case involving S&S
PARTNERS, JAZOR LABORATORY GROUP, INC./BRUCE JEIZOR, and MANLOE, INC./ROGER
HOCKING; however, the Company is of the opinion that the facts in relation
to Skinvisible, Inc. are misrepresented and that Skinvisible, Inc. should
not be a party to this litigation. In the event that Skinvisible is
affected by this lawsuit, the Company does not believe that the outcome
will have any material financial impact.
Licensing, Royalty and Consulting Agreements
--------------------------------------------
The Company has currently entered into, and will continue to enter into,
product licensing, royalty and consulting agreements that the Company's
board of directors determines will enhance the Company's ability to market
innovative products in a competitive field.
At June 30, 2000, the company has future royalty payment commitments
totaling approximately $844,000.
NOTE 5 - STOCK OPTIONS
----------------------
During the period ended June 30, 2000 the Company had outstanding stock
options with exercise prices ranging from $1.50 to $4.00 per share, as
incentives for employee and consultant performance. Options on 1,141,167
shares of common stock were outstanding at June 30, 2000. The exercise of
any or all of these options would cause reported losses per share to
decrease.
13
<PAGE>
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
GENERAL
Skinvisible, Inc. (the "Company") is in the business of
developing, manufacturing, licensing and selling
antimicrobial skin protection products and topical delivery
technology designed to form a skin barrier that provides
persistent activity against a broad spectrum of pathogens
and aids in reducing contact infection and cross-
contamination. The Company's products are also designed to
promote healthy skin, condition the hands and assist in
reducing dryness, irritation and chapping as well as
Occupational Hand Disease. The Company has completed the
development of its products and has commenced limited
production and sales. The Company continues to research and
develop potential additional products.
In January 2000, the Company's wholly owned subsidiary
Skinvisible Pharmaceuticals, Inc., filed a patent
application for its topical delivery technology.
During the quarter ended March 31, 2000, the Company
completed clinical laboratory tests for a new antibacterial
hand sanitizer. This new product will be marketed under the
name Safe4Hours to commercial and retail outlets by the
Company's newly formed, wholly owned subsidiary, Safe4Hours,
Inc. The Company developed this new antibacterial hand
sanitizer to meet perceived market demand for a sanitizer
that offers longer-term protection without drying out the
skin. Most other products on the market contain alcohol,
which dry the skin and must be reapplied after each hand
washing. Safe4Hours is alcohol-free and has persistent
anti-microbial activity that can last for up to 4 hours
regardless of repeated hand washing.
Skinvisible Pharmaceuticals signed two new agreements dated
February 3, 2000 with British Columbia based network
marketer, Essentially Yours Industries Corp. ("EYI") that
replaced agreements signed in July 1999 with Essentially
Yours and EYI International Limited for product
distribution. Under the new agreements, EYI will purchase
the Company's proprietary polymer base composition and
acquire a license to manufacture and sell a private line of
antimicrobial skin protector products utilizing the
Company's patent-pending topical delivery technology. The
terms of the license allows EYI to use the Company's
delivery technology in developing other products beyond the
antimicrobial skin protectant. This move is consistent with
the Company's long-term strategy of focusing on its core
topical delivery system technology.
The Company's wholly owned subsidiary, Skinvisible
Pharmaceuticals (Canada), Inc., entered into an agreement
dated April 14, 2000 with Alberta-based Western Drug
Distribution Center Limited ("WDDC") whereby Skinvisible
will sell its Medical Formula anti-microbial skin care
lotion to WDDC, who in turn will retail the product to over
900 member and non-member veterinarian clinics in Western
Canada.
The Company received its Canadian import license on April
18, 2000.
14
<PAGE>
RESULTS OF OPERATIONS
Net sales for the six months ended June 30, 2000 decreased
to $24,889 from $48,125 for the six months ended June 30,
1999. This decrease in sales was due to the Company's
change in marketing focus at the beginning of the year. In
1999, the Company's marketing efforts were focused around a
network-marketing plan that was abandoned in favor of a
private label sales program as well as licensing of its
proprietary polymers and topical delivery system technology.
As a result, gross profit for the six months ended June 30,
2000 decreased to $12,417 or 49.9% of sales from $31,979 or
66.4% of sales for the six months ended June 30, 1999.
Management anticipates that sales will increase in future
quarters as re-directed marketing efforts become effective.
These re-directed marketing efforts are anticipated to
include:
* the Company's offer to provide private label sales
opportunities to other companies;
* the Company's plan to license its proprietary polymers;
and
* the commercial and retail sales of Safe4Hours.
The Company's operating expenses decreased to $930,813 for
the six months ended June 30, 2000 from $1,453,590 for the
six months ended June 30, 1999. This decrease in expenses
was due to management's change in marketing focus. The
Company incurred marketing and selling expenses in the
amount of $237,254 for the six months ended June 30, 2000
compared with $673,885 for the six months ended June 30,
1999.
The Company incurred general and administrative costs in the
amount of $693,559 for the six months ended June 30, 2000
compared with $779,705 for the six months ended June 30,
1999.
Salaries and wages increased to $322,947 for the six months
ended June 30, 2000, compared with $319,952 for the six
months ended June 30, 1999.
The Company's net loss decreased to $918,396 for the six
months ended June 30, 2000 compared to $1,421,611 for the
six months ended June 30, 1999. Generally, the reduction in
the net loss was the result of the cost savings realized by
the Company's change in marketing focus.
LIQUIDITY AND CAPITAL RESOURCES
The Company's operations have been financed principally
through a combination of private sales of the Company's
equity securities and short-term loans.
The Company had cash of $14,910 as of June 30, 2000,
representing a decrease of
15
<PAGE>
$883,548 from cash as of December 31, 1999. During the six
months ended June 30, 2000 the Company used $729,059 to pay off an
unsecured loan. The Company has outstanding loans payable with
interest in the amount of $257,781 as of June 30, 2000.
The Company had accounts payable and accrued expenses in the
amount of $122,369 as of June 30, 2000, compared to $381,786
as of June 30, 1999.
Cash used in operating activities for the six months ended
June 30, 2000 was $881,103 compared to $2,267,044 for the
six months ended June 30, 1999. This difference is
primarily attributable to a pre-payment on the Company's
royalty agreement to Bruce Jezior and Jazior Laboratory
Group, Inc. of 500,000 shares at a deemed price of $2 per
share in February 1999.
Cash used in investing activities for the six months ended
June 30, 2000 and 1999, was $27,383 and $274,922,
respectively.
The Company anticipates that future issuances of its equity
or debt securities will be required in order for the Company
to continue to finance its operations, as the Company's
present revenues are insufficient to meet operating
expenses. The Company anticipates spending approximately
$895,000 over the next six-month period in pursuing its plan
of operations. Of this amount, the Company anticipates that
$432,000 will be realized from operating revenues, after
deduction of costs of goods sold, and existing cash
reserves, and $463,000 will be raised by additional debt or
equity financing.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company has been served as a defendant in a lawsuit case
involving S&S Partners, Jazor Laboratory Group, Inc./Bruce
Jeizor, and Manloe, Inc./Roger Hocking; however, management
is of the opinion that the action in relation to the Company
is immaterial.
Item 2. Changes in Securities and Use of Proceeds
The Company issued a total of 249,033 shares of the
Company's common stock during the period from January 1,
2000 to June 30, 2000, the period covered by this report.
Of the shares issued, 206,000 were issued at a price of
$2.25 to a total of 6 accredited investors pursuant to Rule
506 of Regulation D of the 1933 Act. The shares issued to
the investors were "restricted securities", as defined in
the 1933 Act. The Company paid commissions to 3 parties in
connection with the shares issued to the investors.
The Company issued 37,333 shares of common stock to 3
employees upon the exercise of their stock options granted
pursuant to the Company's incentive employee stock option
16
<PAGE>
plan. These shares were issued at a price of $1.50 to $2.50
per share, for a total purchase price of $88,000.
The Company issued 5,700 shares of common stock to a total
of 57 eligible Independent Representatives of Skinvisible
International, Inc. as a contract settlement wherein the
Independent Representatives terminated and rescinded an
agreement between them and Skinvisible International, Inc.
The Company is currently in the process of completing a
private offering of shares of common stock with warrants.
The selling period for this offering began on July 1, 2000
and will continue until September 1, 2000. The securities
offered consist of a maximum of 3,000,000 shares of common
stock of the Company sold at a purchase price of $0.40 US
per share. Every two shares of common stock sold will come
with a warrant giving the holder the right to purchase
another share of common stock within a one year period at a
price of $0.60 US per share or after the first year but
before the end of the second year at a price of $1.00 per
share. As of July 28, 2000, the Company has received funds
for the subscription of 500,000 shares.
Item 3. Defaults Upon Senior Securities: None
Item 4. Submission of Matters to a Vote of Security
Holders: None
Item 5. Other Information: Resignation of Directors
During the six months ended June 30, 2000, the following
officers or directors resigned their positions with the
Company:
Director/Officer Position Held Date of Resignation
---------------- ------------- -------------------
Jerry M. Hodge Director April 18, 2000
Howard Thomson Director, July 31, 2000
Sec. Treas.
The Company has not replaced these officers or directors.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit - Financial Data Schedule
(b) Reports on Form 8-K: A report on form 8-K was
filed on May 3, 2000 to announce the resignation
of Director Jerry Hodge.
17
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
SKINVISIBLE, INC.
Date: August 14, 2000 By: /s/ Terry Howlett
------------------
Terry Howlett
President
18
<PAGE>