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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 September 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: 14,102,033 shares of
Common Stock as of October 31, 2000.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
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PART I FINANCIAL INFORMATION
Item 1. Financial Statements
GENERAL
The Company's unaudited financial statements for the nine months ended
September 30, 2000 are included with this Form 10-QSB. The unaudited
financial statements for the nine months ended September 30, 2000 include:
(a) Consolidated Balance Sheet as of September 30, 2000 and
September 30, 1999;
(b) Consolidated Statement of Operations and Accumulated Deficit -
Nine months ended September 30, 2000 and September 30, 1999;
(c) Consolidated Statement of Changes in Shareholders' Equity - Nine
months ended September 30, 2000 and September 30, 1999;
(d) Consolidated Statement of Cash flows - Nine months ended
September 30, 2000 and September 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 nine months ended September 30, 2000 are not
necessarily indicative of the results that can be expected for the year
ending December 31, 2000.
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SKINVISIBLE, INC.
AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
3
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To the Board of Directors
Skinvisible, Inc. and Subsidiaries
Las Vegas, Nevada
We have reviewed the accompanying consolidated balance sheet of
Skinvisible, Inc., and subsidiaries, as of September 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 nine
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
November 6, 2000
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SKINVISIBLE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
ASSETS SEPT 30
-------
2000 1999
-------------------
Current Assets
Cash $ 176,129 $ 52,668
Accounts Receivable 6,688 55,165
Inventory 146,451 148,150
Prepaid Expenses 15,500 0
Prepaid License Fee 50,000 50,000
---------- ---------
Total Current Assets 394,768 305,983
Property and Equipment
Furniture and Equipment 135,299 139,468
Laboratory Build-Out 323,518 277,806
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Total Property and Equipment 458,817 417,274
Less Accumulated Depreciation <97,583> <46,883>
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Net Property and Equipment 361,234 370,391
Other Assets - Exclusive Distribution Rights 200,000 200,000
- Prepaid Royalty 1,000,000 1,000,000
- Deposits 725 6,286
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TOTAL ASSETS $1,956,727 $1,882,660
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable
and Accrued Expenses $ 52,325 $ 519,942
Loan Payable 247,651 1,212,675
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Total Current Liabilities 299,976 1,732,617
Stockholders' Equity
Common Stock, $0.001 par value
100,000,000 shares authorized,
13,377,033 and 10,209,000 shares issued 13,377 10,209
Additional paid in capital 7,087,523 3,447,891
Accumulated Deficit <5,444,149> <3,308,057>
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Total Stockholders' Equity 1,656,751 150,043
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TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $1,956,727 $1,882,660
========== ==========
See Notes to Consolidated Financial Statements
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SKINVISIBLE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
NINE MONTHS
ENDED SEPT 30
2000 1999
-------------------
Revenues $ 34,900 $ 148,068
Cost of Sales
Beginning Inventory 149,150 47,530
Purchases 23,854 40,518
----------- -----------
Total Available 173,004 88,048
Less: Ending Inventory <146,451> <148,150>
Sample Distribution <11,384> 0
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Total Cost of Sales <15,169> <60,102>
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Gross Profit 19,731 87,966
Operating Expenses <1,313,789> <2,130,583>
----------- -----------
Loss Before Provision for Income Taxes <1,294,058> <2,042,617>
Provision for Income Taxes <0> <0>
----------- -----------
Net Loss <1,294,058> <2,042,617>
Accumulated Deficit, Beginning of Period <4,150,091> <1,265,440>
----------- -----------
Accumulated Deficit, End of Period $<5,444,149> $<3,308,057>
=========== ===========
Net Loss per Share $ <.11> $ <.20>
=========== ===========
Weighted Average Shares Outstanding 12,047,729 10,207,000
=========== ===========
See Notes to Consolidated Financial Statements
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SKINVISIBLE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
NINE MONTHS
ENDED SEPT 30
2000 1999
-------------------
Shares of Common Stock Issued:
Beginning Balance 11,453,000 8,200,000
Issuance Pursuant to:
Stock Offering 1,831,000 1,500,000
Royalty Payment Agreement 0 500,000
Stock Option Plan 37,333 9,000
Contract Settlements 55,700 0
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Ending Balance 13,377,033 10,209,000
=========== ===========
Common Stock Par Value
Beginning Balance $ 11,453 $ 8,200
Issuance Pursuant to:
Stock Offering 1,831 1,500
Royalty Payment Agreement 0 500
Stock Option Plan 37 9
Contract Settlements 56 0
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Ending Balance 13,377 10,209
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Additional Paid in Capital
Beginning Balance 5,983,747 936,400
Issuance Pursuant to:
Stock Offering 982,269 1,498,500
Royalty Payment Agreement 0 999,500
Stock Option Plan 87,963 13,491
Contract Settlements 33,544 0
----------- -----------
Ending Balance 7,087,523 3,447,891
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Accumulate Deficit
Beginning Balance <4,150,091> <1,265,440>
Net Loss <1,294,058> <2,042,617>
----------- -----------
Ending Balance <5,444,149> <3,308,057>
----------- -----------
Total Stockholders' Equity $1,656,751 $ 150,043
=========== ===========
See Notes to Consolidated Financial Statements
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SKINVISIBLE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
NINE MONTHS
ENDED SEPT 30
2000 1999
-------------------
Cash Flows from Operating Activities:
Net Loss $<1,294,058> $<2,042,617>
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities
Depreciation 38,025 38,025
<Increase> Decrease in:
Accounts Receivable 1,195 <50,130>
Inventory 2,699 <100,620>
Advances <427> <620>
Other Assets - Prepaid Royalty 0 <1,000,000>
- Prepaid Expenses <15,500> <6,286>
- Deposits 4,786 0
Increase <Decrease> in:
Accounts Payable and
Accrued Expenses <40,719> 396,220
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Net Cash Used by Operating Activities <1,303,999> <2,766,028>
Cash Flows from Investing Activities:
Purchases of Property and Equipment <36,268> <293,254>
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Net Cash Used by Investing Activities <36,268> <293,254>
Cash Flows from Financing Activities:
Payment of Loan Principal <487,762> 487,674
Net Proceeds from the Issuance of
Common Stock 1,105,700 2,513,500
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Net Cash Provided by Financing Activities 617,938 3,001,174
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Net Increase <Decrease> in Cash <722,329> <58,108>
Cash at Beginning of Period 898,458 110,776
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Cash at End of Period $ 176,129 $ 52,668
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Supplemental Disclosure:
Interest Paid $ 13,584 $ 68,258
=========== ===========
See Notes to Consolidated Financial Statements
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SKINVISIBLE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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General
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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") is focused on the development and manufacture of
innovative topical 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. Skinvisible's
antibacterial/antimicrobial hand sanitizer formulations, developed for
private label commercialization opportunities, offer skincare solutions for
the healthcare, food service, industrial, cosmetic and salon industries, as
well as for personal use in the retail marketplace. 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., Skinvisible
Pharmaceuticals (Canada), Inc., and Safe4Hours, 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.
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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. 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 September 30, 2000.
Inventories
-----------
Inventories are accounted for on an average cost basis. Inventory at any
given time consists of raw materials, products and packaging held for
resale.
Property and Equipment
----------------------
Property and equipment are stated at historical cost.
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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.
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SKINVISIBLE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - PROVISION FOR INCOME TAXES
-----------------------------------
The provision for income taxes for the periods ended September 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 September 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 September 30,
2000, the Company has outstanding loans payable with interest in the amount
of $247,651.
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
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SKINVISIBLE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 - COMMITMENTS AND CONTINGENCIES - CONTINUED
--------------------------------------------------
Litigation
----------
In July 2000, the Company was 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 was of the opinion that
the facts in relation to Skinvisible, Inc. were misrepresented and that
Skinvisible, Inc. should not have been a party to this litigation. A
hearing for the case was held on November 3, 2000 and the case was
dismissed.
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 September 30, 2000, the company has future royalty payment commitments
totaling approximately $826,000.
NOTE 5 - STOCK OPTIONS
----------------------
During the period ended September 30, 2000 the Company had outstanding
stock options with exercise prices ranging from $0.50 to $1.00 per share,
as incentives for employee and consultant performance. Options on
2,104,000 shares of common stock were outstanding at September 30, 2000.
The exercise of any or all of these options would cause reported losses per
share to decrease.
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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 marketing its
innovative topical polymer-based delivery system
technologies and formulations incorporating its patent-
pending formula/process for combining hydrophilic and
hydrophobic polymer emulsions.
The Company's line of antibacterial/antimicrobial skin
protection formulations are 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. These 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.
During the quarter ended March 31, 2000, the Company
completed clinical laboratory tests for its new Safe4HoursT
Antibacterial Hand Sanitizer. This new product will be
marketed 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.
Safe4HoursT is alcohol-free and has persistent antibacterial
/ anti-microbial activity that can last for up to 4 hours
regardless of repeated hand washing. In October 2000, the
Company commenced test marketing Safe4HoursT in 250 General
Nutrition Centers (GNC) across the United States.
Skinvisible is also actively pursuing private label
commercialization opportunities for its
antibacterial/antimicrobial hand sanitizer formulations,
which offer skincare solutions for the healthcare, food
service, industrial, cosmetic and salon industries, as well
as for personal use in the retail marketplace.
The Company continues to research and develop potential new
products for applications within the cosmetic, personal
skincare, over-the-counter and pharmaceutical industries.
In January 2000, the Company's wholly owned subsidiary
Skinvisible Pharmaceuticals, Inc., filed a patent
application for its topical delivery technology.
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
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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.
On August 30, 2000 the Company entered into an investment-
banking agreement with Berthel Fisher & Company Financial
Services, Inc. (BFC) an Iowa Corporation.
The initial term of the agreement is for six months,
however; the parties may by mutual agreement, extend the
period for an additional ninety days. BFC proposes to raise
equity financing by selling the Company's securities through
private placement in the fourth quarter of 2000.
RESULTS OF OPERATIONS
Net sales for the nine months ended September 30, 2000
decreased to $34,900 from $148,068 for the nine months ended
September 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, commercial and retail
sales of its Safe4HoursT brand antibacterial hand sanitizer,
as well as licensing of its proprietary polymers and topical
delivery system technology.
During this transition in marketing focus, gross profit for
the nine months ended September 30, 2000 decreased to
$19,731 or 56.5% of sales from $87,966 or 59.4% of sales for
the nine months ended September 30, 1999.
Management hopes 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 plan to sell its proprietary polymers;
and/or license its technologies;
* the Company's offer to provide private label sales
opportunities to other companies;
* the commercial and retail sales of Safe4Hours tm
The Company's operating expenses decreased to $1,313,789 for
the nine months ended September 30, 2000 from $2,130,583 for
the nine months ended September 30, 1999. This decrease of
approximately 38.34% in expenses was due to management's
change in marketing focus. The Company incurred marketing
and selling expenses in the amount of $387,062 for the nine
months ended September 30, 2000 compared with $724,037 for
the nine months ended September 30, 1999.
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The Company incurred general and administrative costs in the
amount of $926,727 for the nine months ended September 30,
2000 compared with $1,405,546 for the nine months ended
September 30, 1999. These general and administrative costs
included professional fees in the amount of $224,358 for the
nine months ended September 30, 2000, and $413,470 for the
nine month period ending September 30, 1999.
Also included in the general and administrative costs were
salaries and wages which decreased to $451,556 for the nine
months ended September 30, 2000, compared with $534,739 for
the nine months ended September 30, 1999.
The Company's net loss decreased to $1,294,058 for the nine
months ended September 30, 2000 compared to $2,042,617 for
the nine months ended Sept 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 $176,129 as of September 30, 2000,
representing a decrease of $722,329 from cash as of December
31, 1999. During the nine months ended September 30, 2000
the Company used $769,059 to pay off an unsecured loan. The
Company has outstanding loans payable with interest in the
amount of $247,651 as of September 30, 2000.
The Company had accounts payable and accrued expenses in the
amount of $52,325 as of September 30, 2000, compared to
$519,943 as of September 30, 1999.
Cash used in operating activities for the nine months ended
September 30, 2000 was $1,303,999 compared to $2,766,028 for
the nine months ended September 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 nine months ended
September 30, 2000 and 1999, was $36,268 and $293,254,
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. Present revenues are lower than expected due to a
slower than anticipated penetration into the retail
marketplace for its Safe4HoursT brand antibacterial hand
sanitizer. The Company anticipates spending approximately
$521,000 over the next three-month period in pursuing its
plan of operations. Of this amount, the Company anticipates
that approximately $102,000 will
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be realized from operating revenues after deduction of costs
of goods sold. Existing cash reserves as well as additional
debt or equity financing will be needed to fund the balance.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company had 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
was of the opinion that the action in relation to the
Company was immaterial. A hearing for the case was held on
November 3, 2000 and the case was dismissed.
Item 2. Changes in Securities and Use of Proceeds
The Company issued a total of 1,924,033 shares of the
Company's common stock during the period from January 1,
2000 to September 30, 2000, the period covered by this
report.
Of the shares issued, 206,000 were issued at a price of
$2.25 per share, and 1,625,000 were issued at a price of
$0.40 per share to a total of 8 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
4 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
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.
Pursuant to an Investment Banking Agreement with Berthel
Fisher & Company Financial Services, Inc., 50,000 shares of
restricted common stock were issued as part of an
investment-banking fee.
The Company has completed a private offering that began on
July 1, 2000. The securities sold consisted of a 2,350,000
shares of common stock of the Company sold at a purchase
price of $0.40 US per share. 725,000 of these shares were
issued subsequent to September 30, 2000. Every two shares
of common stock were sold 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.
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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 current fiscal year, 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, Sec. Treas. July 31, 2000
Anthony St. John Director October 31, 2000
The Company replaced two of these directors with the
election of Mr. Jan Mellegers of Amsterdam and Ms. Carol
Patterson Neves of New York at the Company's board meeting
held on October 31, 2000.
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.
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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.
/s/ Terry Howlett
Date: November 13, 2000 By: ____________________________
Terry Howlett
President
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