<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB

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

        For  the  fiscal  year  ended  December  31,  2001

[ ]     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)

Securities  registered  pursuant  to  Section  12  (b)  of  the  Act:  NONE

Securities  registered pursuant to Section 12 (g) of the Act: 100,000,000 shares
of  common  stock

Check  whether  the  issuer  (1)  has  filed all reports required to be filed by
Section  13 or 15 (d) of the Exchange Act during the past 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. [X] Yes [   ]
No

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  is  not  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part iii of this Form 10-KSB
or  any  amendment  to  the  Form  10-KSB.  [   ]

Revenues  for  2001  were  $55,800.

The  aggregate  market value of the voting stock held by non-affiliates computed
by  reference  to  the last reported sale price of such stock as of February 28,
2002  is  $1,099,560.

The number of shares of the issuer's Common Stock outstanding as of February 28,
2002  is  21,316,808.

Transitional  Small  Business  Disclosure Format (check one):  Yes [  ]   No [X]

                                                                             1
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                                     PART I

This  report  contains  forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of  1934.  Actual  results  could  differ materially from those projected in the
forward-looking  statements  as  a  result of the risk-related factors set forth
herein.

ITEM  1.     Description  of  Business

Skinvisible,  Inc. (the "Company") is focused on the research and development of
innovative  topical  polymer-based delivery systems and related technologies for
sale  and/or  license to established product manufacturers or commercializers of
topically  administered  drug  and over-the-counter ("OTC") treatment, cosmetic,
and  skincare  formulations.  The  Company's  vision  is  to  develop  multiple
patentable  polymer-based  compositions  and methodologies for manufacturing and
production  designed to create or significantly enhance product capabilities for
existing  and  new customers.  In doing so, the Company works both independently
and in strategic alliances/collaborative ventures to investigate a wide range of
potential  value-added  products  and  applications.

Under its long-term strategy, the Company intends to direct its ongoing energies
and  resources  towards:

-    Expanding research and development of its polymer-based delivery systems
     and technologies;


-    Identifying additional applications and opportunities for its delivery
     systems, either independently or in collaboration with established
     manufacturing and/or marketing companies;

-    Maximizing efforts for the licensing of its technologies and sale of its
     delivery systems for topically administered prescription Rx, OTC, cosmetic
     and skincare products.

The  Company's  shorter  term strategy includes development and manufacturing of
private  label  skincare  and cosmetic products, including its clinically tested
sunscreen  formulation that allows labeling as "Very Water Resistant with an SPF
of  30"  in  accordance  with  FDA  Final  Sunscreen  Monograph  requirements.

At  the  heart of the Company's delivery systems and related technologies is its
proprietary  process for combining water soluble and insoluble polymers to carry
water  insoluble  active  ingredients in water-based products without the use of
alcohol,  silicones,  or  other  organic  solvents,  and  to  hold  these active
ingredients  in  close  contact with the skin for extended periods of time.  Its
delivery  systems  and  product  formulations  have  the  ability to bond active
ingredients  to  the  skin for up to four hours or more.  They are non-occlusive
and  allow  for  normal skin respiration and perspiration while moisturizing and
protecting against exposure from a wide variety of environmental irritants.  The
"invisible"  polymer  formulations  wear  off as part of the natural exfoliation
process  of  the skin's outer layer cells.  The Company's polymer-based delivery
systems  act  as  delivery  vehicles  for  a  variety  of  active  agents.

In  January  2002,  the  Company received trademark approval in the U.S. for the
name  "Invisicare" to identify its family of polymer delivery systems.  It plans
to  file this trade name with the Cosmetic, Fragrance and Toiletries Association
("CFTA")  as  an  ingredient  for  use  in  skincare  and cosmetic formulations.

The  Company  signed  numerous  Confidentiality/Non-Disclosure Agreements during
2001  and  is presently undergoing negotiations or actively working with various
customers,  including  established  pharmaceutical  and  cosmetic manufacturers,
relative  to  preliminary  research  and  development, sales of polymer delivery
systems,  and/or  production  of  formulations  incorporating  same.

                                                                             2
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Marketing  of  any or all existing or identified delivery systems, technologies,
and  formulations  is  subject  to  the  Company's  ability to obtain funding to
successfully  implement  its  corporate  strategies, to proceed with its planned
research  & development, and achieve positive results in laboratory and clinical
tests.

Results  of  Research  on  the  Company's  Products

The  Company,  through  its wholly owned subsidiary Skinvisible Pharmaceuticals,
Inc. ("SPI"), conducts in-house research, development and testing of its polymer
delivery  systems  and  a  variety  of  formulations which incorporate them.  In
addition,  where  appropriate  for  validation  and  independent verification of
marketing  claims,  it  utilizes  FDA-registered  independent  laboratories with
extensive  qualifications  for  carrying  out  investigative  product  studies,
utilizing  protocols  incorporating Good Lab Practice and Good Clinical Practice
("GLP/GCP")  standards.

To  date,  through  recognized  independent  laboratories,  the  Company  has
extensively  tested  its  antibacterial/anti-microbial  formulations  that
incorporate  its  proprietary  polymer  delivery  systems  and  technologies and
utilize the active ingredient Triclosan 1%. Tests undertaken include Persistence
(Duration  of Action); Adherence to Skin's External Surface; Desorption Studies;
Atomic  Force  Microscopy;  Permeation  Studies; Safety & Skin Sensitivity; Skin
Moisturizing  Ability; Antimicrobial Efficacy; Toxicology; and Product Stability
&  Aged  Product  Bio-Activity.

In  January 2001, clinical tests were performed by Suncare Research Laboratories
in  Memphis,  TN  revealing  that  the  Company's  sunscreen  formula  produced
successful  results which allow labeling as "Very Water Resistant with an SPF of
30"  in  accordance  with FDA Final Sunscreen Monograph requirements.  Under the
Monograph  the  labeled  SPF (Sun Protection Factor) of a "Very Water Resistant"
sunscreen  product  is  the  "largest  whole  number  that  is excluded by a 95%
confidence  interval for the mean SPF after 80 minutes of water immersion."  The
Company's  sunscreen  formulation  incorporating its proprietary delivery system
combines  water  soluble  and  insoluble polymers without requiring conventional
sunscreen  delivery ingredients such as petrolatum, silicones or waxes.  This is
anticipated  to  be  a  significant  advantage  for  sunscreen  providers,  and
accordingly  the  Company  is  actively  pursuing  major  established  sunscreen
manufacturers  to  license its technology and/or sell its polymer-based delivery
system  designed  for  sunscreens.

The  Company  is  currently  investigating  and  undergoing internal research to
demonstrate  the  capabilities of its polymer delivery systems for the following
topical  applications  that  have  been  identified  both  independently  and in
conjunction  with  established  product  manufacturers  or  marketers.

*     Cosmetic  skincare  creams  &  lotions
*     Acne  treatment
*     Anti-microbial  burn-care  treatment
*     Eczema  and  psoriasis  treatment
*     Anti-fungal  treatment
*     Lip-care  products
*     Nail-care  products
*     Insect  repellants

In  January  2000,  the  Company's  wholly  owned  subsidiary,  Skinvisible
Pharmaceuticals,  Inc.  filed  a patent application that focused on its delivery
technology  for  dermal  barrier  compositions.  In  August  2001  Skinvisible
Pharmaceuticals, Inc. filed an additional patent application that encompasses at
least  twelve  structural  variations  for  its  topical  polymer-based delivery
systems, related technologies and manufacturing methods.  The new application is
significantly more extensive and includes drugs or other substances intended for
the  diagnosis,  mitigation,  treatment  or  prevention  of  skin  diseases  and
conditions  and/or  skincare  moisturizers,  protectants,

                                                                             3
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and  repellants.  The  Company,  however,  can  provide no assurance that either
patent  application  will  be  approved  or  that  patents  will  be  issued.

Corporate  History  and  Subsidiaries

The Company is a Nevada corporation that was incorporated on March 5, 1998 under
the  name  "Microbial Solutions, Inc.".  On February 26, 1999, the Company filed
an  amendment  to  its  articles of incorporation changing its corporate name to
"Skinvisible,  Inc."

The  Company carries on its business through three wholly owned subsidiaries, as
described  below:

Name of Subsidiary       Date of Incorporation     Jurisdiction of Incorporation
--------------------     ---------------------     -----------------------------
Skinvisible
Pharmaceuticals,  Inc.   June  30, 1995                 Nevada
(formerly  Manloe
Labs  Inc.)

Safe4Hours,  Inc.        April  20,  2000               Nevada

Skinvisible
Pharmaceuticals
(Canada) Inc.            October 20, 1998               Canada
(federal)

The  Company's  primary business activities, including all research, development
and  manufacturing  of  its  products,  are  carried  on  through  Skinvisible
Pharmaceuticals,  Inc. ("SPI").  The name of this subsidiary company was changed
from  "Manloe  Labs  Inc."  to  "Skinvisible  Pharmaceuticals,  Inc."  effective
February  22, 1999.  Marketing and sales are also performed by SPI in the United
States  and  Skinvisible Pharmaceuticals (Canada) Inc. ("SPCI") as applicable in
Canada.

Scientific  Advisory  Committee

The  Company  formed  a  Scientific  Advisory  Committee  to advise its Board of
Directors  on research and development matters and scientific issues relative to
the  Company's products.   The Company's Scientific Advisory Committee currently
consists  of  Dr.  Stuart  Maddin,  MD,  FRCPC, Dr. Jim Roszell, PhD., and Bruce
Jezior.  Dr.  Maddin,  a  resident  of  Vancouver, British Columbia, is with the
Faculty  of  Medicine,  Division  of  Dermatology  at  the University of British
Columbia.  Dr.  Roszell,  the Company's full-time Chemist, is a doctoral chemist
with  experience  in  product  formulation,  experimental  design, analysis, and
method  validation.  Bruce  Jezior  is  the inventor of the original proprietary
polymer-based  technology.

Members of the Scientific Advisory Committee, with the exception of Dr. Roszell,
the  Company's  Chemist,  spend only a minimal portion of their business time on
the Company's business.  They are consulted by the Company on an as needed basis
relative  to  research  and  development  matters.   Members  of  the Scientific
Advisory  Committee  do not conduct any research or development activity for the
Company's  products.  Research  and  development  of  the  Company's products is
carried  on  by  the  Company  itself  and  through independent laboratories, as
discussed  above  in  the section titled - "Results of Research on the Company's
Products."

                                                                             4
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Research  and  Development  Expenditures

Since  the acquisition of Skinvisible Pharmaceuticals, Inc. in 1998, the Company
spent  the  following  amounts  on  research  and  development  activities:

          Year  Ended
          -----------
          December  31,  1998          $ 384,550
          December  31,  1999          $  68,228
          December  31,  2000          $  68,626
          December  31,  2001          $  39,840


Manufacturing  of  the  Skinvisible  Products

Manufacturing is performed by SPI at its facility at 6320 S. Sandhill Road, Unit
#10,  Las  Vegas,  Nevada  89120.  The  manufacturing  process  consists  of the
manufacture  of  proprietary  polymer-based  delivery  systems  or  product
formulations  incorporating  the  delivery  systems  and  additional ingredients
including  active  agents  for specific applications.  The manufacturing process
starts  with the delivery system ingredients and other ingredients in accordance
with  the  amounts  and  the process prescribed by the proprietary formula.  The
combined ingredients are heated to critical temperatures as required to complete
the  manufacturing  of  the  final  polymer delivery system or formulation.  The
product is ready for bottling once the final polymer delivery system ingredients
or  product  formulation has cooled.   Once manufactured, the delivery system or
product  formulations  utilizing  it  are  stored  on  site  pending  shipment.

SPI  has the capacity to produce approximately 500 gallons of formulated product
per  day.

The  various  ingredients  used for the Company's formulations are supplied by a
number  of  different  chemical manufacturers.  Neither the Company nor SPI have
any  long-term  contractual arrangements with any of its suppliers.  Ingredients
are available from alternate suppliers in the event that the Company is not able
to  obtain  ingredients  from  its  current  suppliers.

Marketing  Efforts  and  Distribution  Methods  of  the  Products

On  April  18,  2000,  the  Company's  wholly owned subsidiary SPCI received its
Establishment  License from Health Canada - Therapeutic Products Program - which
allows  it  to import and distribute SPI's polymer-based delivery system product
formulations  in Canada.  SPCI entered into a Warehouse & Distribution Agreement
with  Western  Drug  Distribution  Center Limited ("WDDC"), whereby that company
provided  warehouse  facilities  and  services  in  Edmonton, Alberta for SPCI's
imported  products,  and  acted  on its behalf for Canadian product distribution
requirements.  SPCI entered into a separate agreement dated April 14, 2000, with
WDDC whereby it would sell its Medical Formula antimicrobial skin care protector
to  WDDC  on  a  wholesale  basis,  and they in turn would retail the product to
veterinarian  clinics  in  Western  Canada.  Canadian  sales  were  less  than
anticipated during the term of the contracts and both agreements were terminated
consistent  with  the  cancellation  provisions  in  November  30,  2001.

During  the  quarter  ended  March  31,  2000,  the  Company  completed clinical
laboratory  tests  for  a  new  spray  formulation  of its brand name Safe4Hours
Antibacterial  Hand  Sanitizer.  On  April  20,  2000,  the  Company  formed  a
subsidiary  named  Safe4Hours,  Inc.  for  the  purpose  of marketing Safe4Hours
products,  initially  targeting  retail  markets.

In  October  2000, the Company commenced a retail test-marketing program for its
Safe4Hours  2oz.  spray  formula  in  250 corporate-owned outlets of a specialty
retailer  of  vitamins  and  nutritional  supplements.   In

                                                                             5
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February  2001, the program was discontinued by the retailer due to the negative
economic  climate  and  a  significant  downturn  in  its  overall  sales.

The  Company is currently re-evaluating its short-term strategies, in particular
the  viability  of directly pursuing the highly competitive retail market versus
focusing  on  the  pursuit of private label business opportunities with existing
retail  suppliers/distributors  that  may  offer  higher  revenue  potential and
significantly  less  strain  on  the  Company's  resources.

The  Company  has  three  Sales  Agent  Agreements  with  Minnesota  based Glenn
Corporation,  New  Jersey  based Ultra Chemical Inc., and California based Coast
Chemical, Inc. for the marketing and sales of its polymer-based delivery systems
to established manufacturers and providers of topically administered products in
the  cosmetic  and  personal  care  industries.

Through  one  of  its Sales Agents, the Company has received and shipped several
orders  for one of its polymer delivery systems to a major cosmetic manufacturer
for  pilot  testing  of lip care and skincare products.  The Company anticipates
that  this manufacturer will begin purchasing production quantities in the third
quarter  of  2002.

In  January  2002,  the  Company  received and shipped a private label order for
twelve  55-gallon  drums  of  its  sunscreen formulations, as well as three skin
moisturizing  products  incorporating  its  proprietary  polymer  system.  The
purchaser,  a  direct  sales  company,  has requested the Company to reformulate
twenty  additional  products.  The  Company  earns  product development fees for
products  formulated.

In  the  fourth  quarter  of  2001, the Company entered into an agreement with a
Biotech company to incorporate their active ingredient into one of the Company's
proprietary  polymer  systems.  This  new product development continued into the
first  quarter  of  2002.

The  Company  continues  to pursue its primary long-term marketing objectives of
licensing  its  delivery system technologies and/or selling its delivery systems
to  established manufacturers for enhanced product formulations and applications
in  the  cosmetic,  over-the-counter,  and  pharmaceutical skincare markets.  In
doing  so, the Company presently relies on direct/internal sales efforts as well
as  a  sales  agent/broker  network.

As  part  of  its  short-term  strategy,  the Company also continues to actively
pursue private label business opportunities for its hand sanitizer and sunscreen
formulations.

Competition

In  terms  of  its  current  focus and long-term strategy, the Company's primary
products  have  been  identified  as the licensing of its polymer-based delivery
system  technologies  and  sale  of  its  delivery  systems  as  ingredients for
topically  administered finished product applications in the prescription Rx and
OTC  treatment,  cosmetic, and skincare formulations. Market research undertaken
to  date  has  indicated that at present there is reasonably limited competition
for  the Company's polymer-based delivery systems and related technologies; more
specifically  for  delivery  vehicles  and  technologies  that  offer  the  same
performance  capabilities  for  topically  administered  products.  Two products
and/or  product  developers identified as significant competitors have both been
acquired  by  larger  organizations  during the past three years - in one case a
competitive  company  was purchased by a significantly larger corporation who is
presently  utilizing  the delivery system and technologies for internal finished
product  development;  and  in  the second case, a competitive skincare delivery
system  and  technology  product  was  acquired by another company for continued
marketing  and  sales  purposes.

In  terms  of its short-term strategy for Safe4Hours antibacterial/antimicrobial
hand  sanitizers and private label business opportunities for the hand sanitizer
formulations,  it has been determined that the retail and commercial

                                                                             6
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markets  for  hand  care/instant  hand  sanitizers  are  highly  competitive and
dominated  by  large, established manufacturers. There are currently a number of
products in the marketplace that make claims similar to the claims allowable for
the  Company's hand sanitizer products under the FDA's OTC Healthcare Antiseptic
Tentative  Final  Monograph.  In  most  cases,  these  products  are  offered by
companies  with  well  established  and  specialized  distribution  channels and
significantly  greater  financial resources, thereby posing a strong competitive
threat  and  creating  a  formidable  barrier to the Company's direct entry into
these  markets.

In  the  medical  and  healthcare  arena,  the  market  is  largely dominated by
competitive  instant  hand  sanitizer  products  such  as  Prevacare  (Johnson &
Johnson) and Purell (GOJO Industries).  Other identified competitive products in
this  arena  include  Pure  Guard  and  BioShield.

Key  Employees

The  Company  has  1  employee,  its  President  and  SPI  currently  employs  3
individuals.  All  employees  of  the  Company  and SPI are full-time employees.

Mr.  Terry  Howlett,  President  of the Company, is paid a salary of $10,000 per
month.  The  Company  also  reimburses  Mr.  Howlett  for  expenses  incurred in
connection  with  his  duties  as  President  of  the  Company.

Any  growth  in the number of employees will be largely dependent on the success
of  the  Company's  continuing  sales  efforts.

None  of  the  employees  of  the  Company  or  its  subsidiaries are subject to
collective bargaining agreements, nor have they been on strike, or threatened to
strike,  within  the  past  three  years.

Government  Approvals  and  Regulation

State  and  federal  authorities,  most  notably  the  Federal  Food  and  Drug
Administration,  regulate  the  Company's  products  as  they  are used in final
product  formulations  in  both  the  Pharmaceutical  and  Cosmetic  industries.

The  Company  is  not  subject  to  any  significant  or  material environmental
regulation  in  the  normal  operation  of  its  business.

ITEM  2.     Description  of  Property

The  Company's  head  office  is located in premises leased by SPI at 6320 South
Sandhill  Road, Suite 10, Las Vegas, Nevada 89120, where research & development,
manufacturing,  marketing  and  operational  activities  are  carried  on.  The
premises  are  comprised  of  8,556 square feet of a mixed office and industrial
facility,  and  are  leased  for a term of 4 years expiring on May 31, 2002.  In
connection  with the lease arrangement, SPI is obligated to make rental payments
of  $7,095  per  month  with  minimal  annual  increases  of 3%.  Minimum rental
commitments  under  the  lease  for this property for the period from January 1,
2002  to  May  31,  2002 are $35,475.  Negotiations are currently underway for a
renewal  of  the  lease  for  these  premises.

The Company does not lease or own any real estate or personal property, however;
SPI  leases  its telephone systems and owns a number of personal property items,
including  certain  manufacturing  and  laboratory  equipment,  computers,  fax
machines,  office  furniture  and  furnishings.

ITEM  3.     Legal  Proceedings

The  Company  is  not  a  party  to  any  material legal proceedings and, to the
company's  knowledge,  no  such  proceedings  are  threatened  or  contemplated.

                                                                             7
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ITEM  4.     Submission  of  Matters  to  a  Vote  of  Security  Holders

The  Company's  Annual  General Meeting of the Shareholders of Skinvisible, Inc.
was  held  on  July 20, 2001, at the corporate office in Las Vegas, Nevada.  The
purpose  of  the  meeting  was  as  follows:

1.     To  elect  directors.
2.     To approve the amendment to the articles of incorporation to authorize 10
       million  preferred  shares  of  Skinvisible,  Inc.

At June 11, 2001, the record date for this meeting, there were 15,632,033 shares
issued  and outstanding. There were 1,831,530 shares represented in person or by
proxy  at  this  meeting.

1.     Terry  Howlett
2.     Jost  Steinbruchel
3.     Carol  Patterson  Neves

The  following  was  the  result  of  the  election  of  directors:

                 Votes        Votes    Votes                      Broker
Nominee          For          Against  Withheld       Abstentions Non-Votes

Terry
Howlett          1,826,330    0         100           5,100        0

Jost
Steinbruchel     1,826,430    0           0           5,100        0

Carol
Patterson
Neves            1,825,280    0       1,150           5,100        0

It  was  resolved  by  a  majority vote of the shareholders that the individuals
listed above be elected to serve on the board of directors until the next annual
meeting  of the shareholders, or until removed by other action as allowed by the
corporate  bylaws.

It  was  resolved  further,  that  the  articles  of incorporation be amended to
authorize  10 million preferred shares of Skinvisible, Inc. There were 1,818,780
shares  voted  in  favor  of  the amendment to the articles of incorporation and
12,350  shares voted in opposition. In addition, there were 400 shares voting in
abstention.

No  other  matters  were submitted to our security holders for a vote during the
fiscal  year  ending  December  31,  2001.

The  Company's  next  annual  meeting  of shareholders is anticipated to be held
sometime  in  May  2002.


                                                                             8
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                                     PART II

ITEM  5.     Market  for  Registrant's  Common  Equity  and Related Stockholders
Matters

Market  Information

The  shares of Skinvisible, Inc. are currently trading on the OTC Bulletin Board
under the stock symbol SKVI.  The first day in which the Company's shares traded
was  January  8,  1999.  The  high and the low bids for the Company's shares for
each  quarter  of  actual  trading  were:

Quarter                      High          Low
----------                  ------        ------
1st  Quarter  2000          $4.13          $2.13
2nd  Quarter  2000          $2.38          $0.44
3rd  Quarter  2000          $1.06          $0.28
4th  Quarter  2000          $1.25          $0.31
1st  Quarter  2001          $0.66          $0.22
2nd  Quarter  2001          $0.40          $0.13
3rd  Quarter  2001          $0.28          $0.08
4th  Quarter  2001          $0.22          $0.08

The  quotations reflect inter-dealer prices, without retail mark-up, markdown or
commission  and  may  not  represent  actual  transactions.

As  of  February  28,  2002,  Skinvisible, Inc. had approximately 165 registered
shareholders.  The  Company has never issued any dividends and is unlikely to do
so in the near future.  There are no legal restrictions on the Company's ability
to  pay  dividends  on  its  common  stock.

Recent  Sales  of  Unregistered  Securities
The  following  is  a list of unregistered securities sold by the Company within
the  past  fiscal  year.

On  February  27, 2001, the Company completed the issuance of 260,000 restricted
shares  of the common stock at a price of $0.40 per share to a total of thirteen
(13)  accredited investors pursuant to Rule 506 of Regulation D of the 1933 Act.
Skinvisible, Inc. also issued warrants for the purchase of 129,000 shares of the
common  stock.  A  commission  in  the  amount of $10,400 was paid to 1 party in
connection  with  the  completion  of  this  offering.

On  March  29,  2001, as part of a loan conversion agreement, the Company issued
1,250,000  restricted common shares to one (1) accredited investor at a price of
$0.40 per share as well as warrants for the purchase of 625,000 shares of common
stock  pursuant  to  Section  4(2)  of  the  1933  Act.

On  June  1,  2001,  as  part of a loan conversion agreement, the Company issued
250,000  restricted  common  shares to one (1) accredited investor at a price of
$0.20 per share as well as warrants for the purchase of 125,000 shares of common
stock,  pursuant  to  Section  4(2)  of  the  1933  Act.

On  June  10,  2001,  as part of a loan conversion agreement, the Company issued
750,000  restricted  common  shares to one (1) accredited investor at a price of
$0.20 per share as well as warrants for the purchase of 325,000 shares of common
stock,  pursuant  to  Section  4(2)  of  the  1933  Act.

On June 19, 2001, in consideration for services provided to the Company, a total
of 220,000 restricted common shares were issued to two (2) employees and one (1)
consultant  pursuant  to  Section  4(2)  of  the  1933  Act.

                                                                             9
<PAGE>

On July 13, 2001, in consideration for services provided to the Company, a total
of  200,000 restricted common shares were issued to one (1) director and one (1)
consultant  pursuant  to  Section  4(2)  of  the  1933  Act.

On  October  5, 2001, as part of a loan conversion agreement, the Company issued
3,000,000 restricted common shares to two (2) accredited investors at a price of
$0.10  per  share  as  well  as warrants for the purchase of 1,500,000 shares of
common  stock,  pursuant  to  Section  4(2)  of  the  1933  Act.

On December 19, 2001, as part of a loan conversion agreement, the Company issued
1,000,000  restricted common shares to one (1) accredited investor at a price of
$0.10 per share as well as warrants for the purchase of 500,000 shares of common
stock,  pursuant  to  Section  4(2)  of  the  1933  Act.

ITEM  6.     Management's  Discussion  and  Analysis  or  Plan  of  Operation

The  Company currently intends to pursue the following plan of operations during
the  twelve-month  period  ending  December  31,  2002:

1.     The  Company  will continue to closely examine the benefits and qualities
of  its  proprietary  delivery  systems  and  related  technologies  and monitor
differences and similarities to products developed by the Company's competitors.

2.     The  Company will focus on its long-term strategy to pursue opportunities
to  sell  its  polymer-based  delivery  systems  and/or  license  its  related
technologies  to  major corporations for use in their products as an enhancement
or  alternative  delivery  vehicle  to  those  now  being  used  in
topically-administered  OTC  skincare  preparations  and  pharmaceuticals.

3.     The Company will continue its short-term strategy to pursue private label
business  opportunities  with  various  companies  seeking to commercialize hand
sanitizer  or  sunscreen  formulations.

4.     The  Company  will  revise  its business plan and corporate strategies as
required  to  adapt  to  its  ongoing  findings  under  Items  1-3  above.

5.     The  Company  will  continue  research  and  development into new product
applications  for  its  proprietary  delivery  systems and related technologies.

The Company is presently undertaking a search for additional equity financing to
cover anticipated expenses and expected operational losses; however, the Company
cannot  offer  any  assurance  that  such  financing  will  be  available.

In  the  event  the  Company  is not successful in obtaining any further debt or
equity financing, the Company anticipates that it could not sustain its business
operations  based  on  the  Company's  current  cash  position  and  revenues.

The  actual  expenditures  and business plan of the Company may differ from that
stated  in  the above Plan of Operations.  The Board of Directors of the Company
may  decide  not to pursue the stated Business Plan of Operations.  In addition,
the  Company  may  modify  the  stated Plan of Operations based on the available
amounts  of  financing in the event that the Company cannot achieve the required
financings  to  complete  the  stated  Plan  of  Operations.

The  Company  believes  the  above statements may be forward-looking statements.
Actual  results  of  the Company and the Company's actual plan of operations may
differ materially from what is stated above.  Factors

                                                                             10
<PAGE>


which  may  cause  the  actual  results  of  the  Company  or its actual plan of
operations  to  vary  include,  among  other  things,  decisions of the board of
directors  not  to pursue a specific course of action based on its re-assessment
of  the facts or  new facts,  changes  in the  cosmetic and skincare business or
general economic  conditions  and  those  other factors  identified herein.  The
Company relies upon  the protection afforded forward-looking statements provided
by the laws and regulations provided under the  United  States Securities Act of
1933 and the Securities  and  Exchange  Act  of  1934.

The  financial  statements for the year 2001, which are a part of this document,
present  the  Company's  combined  activities  with  those  of  its wholly owned
subsidiaries.

Results  of  Operations

Fiscal  Year  End  December 31, 2001, Compared with Fiscal Year End December 31,
2000

The  Company  incurred  general  and  administrative  costs  in  the  amount  of
$1,212,610  for the year 2001 compared with $1,281,661 for the year 2000.  These
general  and  administrative  costs  included professional fees in the amount of
$42,418  for  the  year  2001, and $119,574 for the year 2000.  Also included in
theses  costs were outside management consultant costs in the amount of $342,559
for  the  year 2001, compared with $469,781 for the year 2000.  Management plans
to  take  aggressive  measures  to  reduce  costs  to  a  manageable  level.

Research  and  development  expenses were $39,840 for the year 2001, compared to
$68,626  for the same period in 2000.  The Company anticipates that research and
development  expenses  will  increase  slightly during the year 2002, due to the
testing  of  newly  developed  polymers  and  other  polymer-based formulations.

The  Company had accounts payable and accrued expenses in the amount of $424,094
as  of  December  31,  2001,  compared  to  $159,503  as  of  December 31, 2000.

Depreciation  and  amortization expenses for the year 2001 were $78,798 compared
to  $76,278 for the same period in 2000.  The increase was partially a result of
the  acquisition  of  some  additional  property  and  equipment  as  well  as a
re-evaluation  of  the  Company's  depreciation  schedule  for  its property and
equipment.  The  Company  does  not  anticipate  the  need  to  purchase any new
equipment  in  the  foreseeable  future.

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 the difficult and slower than
anticipated  penetration  into the highly competitive retail marketplace for its
Safe4Hours brand antibacterial hand sanitizer.  The Company anticipates spending
approximately $940,000 over the twelve-month period ending December 31, 2002, in
pursuing  its  plan of operations.  Of this amount, the Company anticipates that
approximately  $747,000 will be realized from operating revenues after deduction
of costs of goods sold, and existing cash reserves.  These revenues are expected
to  be  obtained  through private label sales of the polymer-based formulations,
product development fees, as well as sales of its polymer-based delivery systems
or  licensing of its polymer-based delivery system technologies.  The additional
$193,000  will  be  raised  by  additional  debt  or  equity  financing.

The Company is presently undertaking a search for additional equity financing to
cover  these  anticipated expenses and expected operational losses; however, the
Company  has  not, as yet, formalized or entered into any such arrangements, and
cannot  offer  any assurance that such financing will be available.  The failure
to  obtain  such  financing in a timely manner would have a significant negative
effect  on  the  future operations and may result in the Company being forced to
cease  operations.

                                                                             11
<PAGE>

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 net losses of $1,558,692 for the year ended December 31, 2001,
down  from  $1,881,540  for  the  year ended December 31, 2000.  The losses were
funded  by  various  financings  and  short-term loans obtained during the year.
Generally,  the  reduction  in  net  losses  was  the result of the cost savings
realized  by  the Company's change in marketing focus and its continuing efforts
to  trim operating expenditures.  The loss per share for the year ended December
31,  2001,  was  $0.09,  down  from a loss of $0.15 per share for the year ended
December  31,  2000.

The  Company  anticipates  that losses will likely continue into the foreseeable
future,  until  sufficient revenues are generated to cover its reduced operating
expenditures.

Total  assets  as of December 31, 2001, were $1,659,263 compared with $1,747,146
at  December  31,  2000.  The  Company  had  cash  of approximately $2,235 as of
December  31,  2001,  representing a decrease of $6,538 from cash as of December
31,  2000.  During  the  twelve months ended December 31, 2001, the Company used
$143,874  to pay off unsecured loans.  The Company has outstanding loans payable
with  interest in the amount of $242,992 as of December 31, 2001.  As difficulty
continues  with  generating sufficient revenues to support operating costs, cash
accounts  will  continue  to  decline.

Forward-Looking  Statements

Many  statements made in this report are forward-looking statements that are not
based  on  historical  facts.  Because  these forward-looking statements involve
risks  and  uncertainties,  there  are important factors that could cause actual
results  to  differ  materially  from  those  expressed  or  implied  by  these
forward-looking  statements.  The forward-looking statements made in this report
relate  only  to  events  as  of  the  date  on  which  the statements are made.

ITEM  7.     Financial  Statements

The  information  required  by this item is set forth in Item 13 of this Report.

ITEM  8.     Changes  in  and  Disagreements  with Accountants on Accounting and
Financial  Disclosure

The  Company  had  no  changes  in  or  disagreements  with  its  accountants on
accounting  or  financial  disclosures.

                                                                             12
<PAGE>
                                    PART III

Item  9.     Directors,  Executive  Officers,  Promoters  and  Control  Persons;
Compliance  with  Section  16(a)  of  the  Exchange  Act

The  following  information  sets forth the names of the officers and directors,
their  present  positions,  and  some  brief information about their background.

Skinvisible,  Inc.
------------------

Name                                        Office(s)  Held
----                                        ---------------

Terry  Howlett                              Director,  President
Carol  Patterson  Neves                     Director
Jost  Steinbruchel                          Director
Jim  Pesklevits                             Secretary  &  Treasurer

Skinvisible  Pharmaceuticals,  Inc.
-----------------------------------

Name                                        Office(s)  Held
----                                        ---------------

Terry  Howlett                              Director,  President
Jim  Pesklevits                             Secretary  &  Treasurer

Safe4Hours,  Inc.
-----------------

Name                                        Office(s)  Held
----                                        ---------------

Terry Howlett                               Director, President, Secretary &
                                            Treasurer

Skinvisible  Pharmaceuticals  (Canada)  Inc.
--------------------------------------------

Name                                        Office(s)  Held
----                                        ---------------

Terry  Howlett                              President
Cheryl  Claeys                              Director, Secretary & Treasurer

Mr. Terry H. Howlett, (age 54) has been the Company's President & Director since
March  5,  1998.  Mr.  Howlett  has  a  diversified  background  in  market
initialization and development, sales and venture capital financing for emerging
growth  companies.  He has held senior management, marketing and sales positions
with  various  companies,  including  the  Canadian  Federation  of  Independent
Business,  Family  Life  Insurance,  and  Avacare  of Canada and founded Presley
Laboratories,  Inc.  which  marketed cosmetic and skin care products on a direct
sales  basis.  For the ten years prior to becoming President of the Company, Mr.
Howlett was the President and CEO of Voice-it Solutions, Inc., a publicly traded
company  on  the  Vancouver Stock exchange that made voice response software for
order  entry  systems.

Ms.  Carol  Patterson  Neves,  (age  66)  has  been the Company's Director since
October  31,  2000.  Ms.  Neves  has  over  40  years of experience in financial
markets.  She  worked with Merrill Lynch, Pierce, Fenner & Smith (New York) from
1955,  to  1996,  in  a  number  of  capacities  including  ten  years  as  Vice
President/Senior  Research  Analyst  and subsequently another ten years as First
Vice  President.  She  is a graduate of the Harvard Business School and received
her  MBA  in  Finance  from  New  York  University.  Ms.  Neves  was  elected to

                                                                             13
<PAGE>

``Institutional  Investor  Magazine's  All-American Research Team'' for thirteen
consecutive  years; and in 1989 was named one of the world's top eight financial
analysts  by  UK's ``Corporate Finance'' magazine.  Ms. Neves currently provides
financial  analysis  and  conclusions  to  clients  on  a  contractual fee basis

Jost  Steinbruchel,  (age 61) has been the Company's Director since February 17,
1999.  Mr.  Steinbruchel  has  operated  his  own  company since 1984, in Geneva
Switzerland  specializing  in  financial  engineering  in  international  trade
throughout  a  wide  network of banking relations, principally in Europe, China,
Australia  and  Africa. Previously, he spent 20 years of his professional career
as  an  executive  in  international banking with Lloyds of London, Citicorp and
Credit  Suisse.  Mr.  Steinbruchel  has  a  law  degree  from  Sorboure,  Paris.

Cheryl  J.  Claeys,  (age  50)  has been the Director and Secretary-Treasurer of
Skinvisible  Pharmaceuticals (Canada), Inc. since July 31, 2000.  Ms. Claeys has
worked  as a business consultant to a variety of companies for the past thirteen
years,  predominately  in  the  areas  of  corporate  development,  writing  &
communications; lease negotiation & management; project & facilities management;
marketing; and general business organization.   Previous to that she worked with
a national real estate developer in Canada in a variety of capacities, including
lease  manager,  corporate  officer  and  manager of office services, and with a
major  telephone  communications  company  as  sales  representative/consultant

Jim Pesklevits, (age 41) has been the Secretary & Treasurer of Skinvisible, Inc.
and  Skinvisible  Pharmaceuticals,  Inc.  since  March 30, 2001.  Mr. Pesklevits
studied  at  the  University  of  British  Columbia  with  the Certified General
Accountants  Association.  He  has  worked  as  Office/Warehouse Manager for the
three  Western  Canadian  offices  of  W.S.  Tyler  (Canada),  Inc. where he was
responsible  for  the  planning and implementation of a new fabrication plant in
British  Columbia.  He  was  employed  as  Commissions  Manager  for  Pure  Life
International  Products  before  relocating to Nashville, Tennessee in 1994.  In
Nashville,  Mr.  Pesklevits worked as the Manager of Royalty Accounting for Word
Entertainment,  Inc.  He was responsible for contract administration to artists,
producers,  publishers,  songwriters  and other record companies, as well as the
administration  of  over  $40  million  in  royalties  annually.  Mr. Pesklevits
currently  works  full  time  for  the  Company.

Terms  of  Office

The  Company's  directors  are appointed for one year terms to hold office until
the next annual general meeting of the stockholders or until removed from office
in accordance with the Company's by-laws.  Officers of the Company are appointed
by  its  board  of  directors  and  hold  office  until  removed  by  the board.

Significant  Employees

The  Company  does not have any employees who are not directors or officers that
are  expected  to  make  a  significant  contribution  to  the  business.

                                                                             14
<PAGE>

Section  16(a)  Beneficial  Ownership  Reporting  Compliance

The  following  persons  have  failed to file, on a timely basis, the identified
reports  required  by  section  16(a) of the Exchange Act during the most recent
fiscal  year.
--------------------------------------------------------------------------------
                                 Number      Transactions   Known  Failures
                                 of  Late    Not  Timely    To  File  a
Name and principal position      Reports     Reported       Required Form
--------------------------------------------------------------------------------
Terry  Howlett,  Director,          1          0            None
President,  CEO

Carol  Patterson  Neves,            1          0            None
Director

Jost  Steinbruchel,                 1          0            None
Director

James  Pesklevits
Secretary  &  Treasurer             1          0            None
--------------------------------------------------------------------------------

ITEM  10.     Executive  Compensation

The  following  table sets forth certain information as to the Company's highest
paid  executive  officers  and  directors  for  the  last  three  fiscal  years.


                           Annual Compensation Table
--------------------------------------------------------------------------------
                         Annual Compensation       Long Term Compensation
                    ----------------------------  ------------------------
                                          Other                             All
                                          Annual                           Other
                                            Com-                            Com-
                                            pen-  Restricted                pen-
                     Fiscal                 sa-   Stock   Options/  LTIP    sa-
Name      Title      Year  Salary   Bonus   tion  Awarded SARs*(#)payouts($)tion
----      -----      ----  ------   -----  ------ ------- ------- --------- ----
Terry
Howlett   President  1999  $120,000 $0  $10,785       0   300,000     0      0
          Director   2000   120,000  0        0       0   300,000     0      0
                     2001    66,568  0        0       0   300,000     0      0

Carol     Director   2000  $      0  0        0       0    50,000     0      0
Patterson            2001         0  0        0       0         0     0      0
Neves

Jost      Director   1999  $      0  0  $11,000       0    50,000     0      0
Steinbruchel         2000         0  0        0       0    50,000     0      0
                     2001         0  0        0 100,000   100,000     0      0



                                                                             15
<PAGE>



Jan       Director   2000  $      0  0        0       0    50,000     0      0
Mellegers*           2001         0  0        0       0         0     0      0

James     Sec. Treas.2001    62,869 $0        0  60,000    50,000     0      0
Pesklevits

Cheryl    Director,  2000  $      0  0  $58,718       0    60,000     0      0
Claeys**  Sec. Treas.2001  $      0  0   54,225  60,000         0     0      0
(Canada)

Anthony   Past       1999  $      0  0   11,000       0    50,000     0      0
St. John  Director   2000  $      0  0        0       0         0     0      0

Jerry     Past       1999  $      0  0   12,000       0    50,000     0      0
Hodge     Director   2000  $      0  0        0       0         0     0      0

Howard    Past       1999  $      0  0   19,607       0    50,000     0      0
Thomson   Director   2000  $      0  0        0       0         0     0      0
          Sec. Treas.


In  addition,  certain  of the officers are provided an automobile allowance for
use  of  their  vehicles for Company business and have and/or will receive stock
options  to  purchase  shares  of  the  Company.

Stock  options  that  were  granted  to  previous officers and directors expired
shortly  days  after  their  respective  resignation  dates.
---------------

*  Jan  Mellegers  did  not  run  for re-election as a Director at the Company's
Annual General Meeting of the Shareholders of Skinvisible, Inc. held on July 20,
2001.

**  The  annual  compensation listed above for Cheryl Claeys was in exchange for
services  rendered  relative  to business consulting, corporate development, and
general  communications,  and  was  paid  to  her  company  CJ Claeys Consulting
Services.

ITEM  11.     Security  Ownership  of  Certain  Beneficial Owners and Management

The  following  table  sets  forth,  as  of  February  28,  2002, the beneficial
ownership  of  the Company's Common Stock by each person known by the Company to
beneficially  own  more  than 5% of the Company's Common Stock outstanding as of
such date and by the officers and directors of the Company individually and as a
group.  Except  as  otherwise  indicated,  all  shares  are  owned  directly.



                   Name and address        Amount of             Percent
Title of class     of beneficial owner     beneficial ownership  of class(1)
--------------     -------------------     --------------------  -----------
Common             Terry Howlett           1,075,000             5.04%
                   Director, President

Common             Carol Patterson Neves      50,000             0.23%
                   Director

Common             Jost Steinbruchel         400,000             1.88%
                   Director

Common             James Pesklevits          106,875             0.50%
                   Sec. Treasurer

                                                                             16
<PAGE>

Common             Cheryl Claeys              60,100             0.28%
                   Director (Canada)

Common             Lutz Family Trust.      6,117,500             28.70%

Common             All Officers and
                   Directors               1,691,975             7.94%
                   as a Group ( 4 persons)



(1)  Based  on  21,316,808  shares  of common stock issued and outstanding as of
February  28,  2002
--------------------------------------------------------------------------------
The  following  table shows the issued and outstanding stock options held by the
officers and directors of the Company as of February 28, 2002.  The options were
granted  in accordance with the adoption of the Stock Option plan of the Company
on  January  8,  1999.
                       Exercise
Name                   Price             No.  of  Options        Term of Option
----                   ---------------   ----------------        -------------
Terry  Howlett          $0.10               900,000              5  years
Carol Patterson Neves   $0.10                50,000              5  years
Jost  Steinbruchel      $0.10               200,000              5  years
Jim  Pesklevits         $0.10                50,000              5  years
Cheryl  Claeys          $0.10                60,000              5  years

ITEM  12.     Certain  Relationships  and  Related  Transactions

None  of  the  following persons has any direct or indirect material interest in
any  transaction  to which the Company is a party since the incorporation of the
Company  in  March, 1998, or in any transaction to which the Company is proposed
to  be  a  party:

(a)  any director or officer;
(b)  any proposed nominee for election as a director;
(c)  any person who beneficially owns, directly or indirectly, shares carrying
     more than 10% of the voting rights attached to the Company's common stock;
     or
(d)  any relative or spouse of any of the foregoing persons, or any relative of
     such spouse, who has the same house as such person or who is a director or
     officer of any parent or subsidiary

The  Company's  policy regarding related transactions requires that any director
or  officer who has an interest in any transaction disclose the presence and the
nature  of  the  interest to the board of directors prior to any approval of the
transaction  by the board of directors.  The transaction may then be approved by
a  majority of the disinterested directors, provided that an interested director
may  be  counted  in  determining the presence of a quorum at the meeting of the
board  of  directors to approve the transaction.  The Company's policy regarding
compensation  for  directors  and  officers  is that the board of directors may,
without regard to personal interest, establish the compensation of directors for
services  in  any  capacity.

                                                                             17
<PAGE>

Item  13.  Exhibits,  Financial  Statement  Schedules  and  Reports  on Form 8-K

Exhibits  and  Reports  Filed  on  Form  8K

None

Financial  Statements

The  Company's  audited  financial  statements  as described below, are attached
hereto.

1.     Audited Consolidated Financial Statements for the periods ending December
31,  2001,  and  2000,  including:

  (a)   Independent  Auditors'  Report;

  (b)   Consolidated  Balance  Sheet;

  (c)   Consolidated  Statement  of  Operations  and  Accumulated  Deficit;

  (d)   Consolidated  Statement  of  Changes  in  Shareholders'  Equity;

  (e)   Consolidated  Statement  of  Cash  flows;

  (f)   Notes  to  Consolidated  Financial  Statements

                                                                             18
<PAGE>
                                SKINVISIBLE, INC.
                                AND SUBSIDIARIES

                          CONSOLIDATED FINANCIAL STATEMENTS

                            DECEMBER 31, 2001 AND 2000

                                       WITH

                        INDEPENDENT AUDITOR'S REPORT THEREON

                                                                             19
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To  the  Board  of  Directors
Skinvisible,  Inc.

We  have  audited  the  accompanying  consolidated balance sheet of Skinvisible,
Inc.,  and  subsidiaries  as  of  December  31,  2001,  and 2000 and the related
consolidated  statements  of  operations  and  accumulated  deficit,  changes in
stockholders'  equity,  and  statement  of  cash flows for the years then ended.
These  consolidated  financial  statements are the responsibility of management.
Our  responsibility  is  to  express  an opinion on these consolidated financial
statements  based  on  our  audits.

We  conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts and disclosures in the consolidated financial statements.  An audit
also includes assessing the accounting principles used and significant estimates
made  by  management,  as  well  as  evaluating  the overall financial statement
presentation.  We  believe  that  our  audits provide a reasonable basis for our
opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all  material respects, the financial position of Skinvisible, Inc.
and  subsidiaries  as  of  December 31, 2001, and 2000, and the results of their
operations,  changes  in  stockholders' equity and cash flows for the year ended
December  31,  2001,  and 2000, in conformity with generally accepted accounting
principles.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 6 to the
financial statements, the Company has suffered recurring losses from operations,
which  raise substantial doubt about its ability to continue as a going concern.
Management's  plans  regarding  those matters also are described in Note 6.  The
financial  statements  do not include any adjustments that might result from the
outcome  of  this  uncertainty.


Sarna  &  Company
Westlake  Village,  California
March  20,  2002



                                                                             20
<PAGE>



                  SKINVISIBLE,  INC.  AND  SUBSIDIARIES
                      CONSOLIDATED BALANCE SHEET

                               ASSETS
                                              DECEMBER  31
                                              ------------
                                          2001           2000
                                          -------------------
Current Assets
  Cash                                    $   2,335  $    8,873
  Accounts Receivable                         7,904      10,441
  Inventory                                 124,328     141,354
  Prepaid Expenses                            3,321      12,772
  Prepaid License Fee                        50,000      50,000
----------------------------------------------------------------
    Total Current Assets                    187,888     223,440
Property and Equipment
  Furniture and Equipment                   135,434     135,299
  Laboratory Build-Out                      332,318     323,518
----------------------------------------------------------------
    Total Property and Equipment            467,752     458,817
    Less Accumulated Depreciation          (214,634)   (135,836)
                                          ----------------------
     Net Property and Equipment             253,118     322,981

Other Assets
       - Exclusive Distribution Rights      200,000     200,000
       - Patents & Trademarks                17,532           0
       - Prepaid Royalty                  1,000,000   1,000,000
       - Deposits                               725         725
                                          ----------------------
  Total Other Assets                      1,218,257   1,200,725
                                          ----------------------
TOTAL ASSETS                              1,659,263  $1,747,146
                                          ======================


                 LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Accounts Payable
   and Accrued Expenses                    $424,094 $   159,503
  Loan Payable                              242,992     243,374
                                           ---------------------
    Total Current Liabilities               667,086     402,877
Stockholders' Equity
  Common Stock, $0.001 par value
    100,000,000 shares authorized,
    21,052,033 and 14,122,033
    shares issued                            21,052      14,122
  Additional paid in capital              8,561,448   7,361,778
  Accumulated Deficit                    (7,590,323) (6,031,631)
                                          ----------------------
    Total Stockholders' Equity              992,177   1,344,269

TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY                    1,659,263 $ 1,747,146
                                          ======================


                 See Notes to Consolidated Financial Statements
                                                                             21
<PAGE>

<TABLE>
<CAPTION>

                     SKINVISIBLE,  INC.  AND  SUBSIDIARIES
      CONSOLIDATED  STATEMENT  OF  OPERATIONS  AND  ACCUMULATED  DEFICIT


                                                          YEAR  ENDED
                                                          DECEMBER  31
                                                        2001        2000
                                                      ----------------------
<S>                                                   <C>        <C>
Revenues                                               $ 55,800  $   37,629

Cost of Sales
  Beginning Inventory                                   141,354     149,150
  Purchases                                              12,888      24,095
                                                      ----------------------
  Total Available                                       154,242     173,245
  Less:  Ending Inventory                              (124,328)   (141,354)
         Sample Distribution                            (21,629)    (15,021)
                                                      ----------------------
Total Cost of Sales                                       8,285      16,870
                                                      ----------------------

Gross Profit                                             47,515      20,759
Operating Expenses                                   (1,606,207) (1,902,299)
                                                     -----------------------
Loss Before Provision for
  Income Taxes                                       (1,558,692) (1,881,540)
Provision for Income Taxes                                   (0)         (0)
                                                     -----------------------
Net Loss                                             (1,558,692) (1,881,540)

Accumulated Deficit, Beginning
  of Year                                            (6,031,631) (4,150,091)
                                                     -----------------------

Accumulated Deficit, End of Year                     (7,590,323)$(6,031,631)
                                                     =======================

Net Loss per Share                                   $    (0.09)$     (0.15)
                                                     =======================

Weighted Average Shares Outstanding                  16,992,033  12,562,972
                                                     =======================
</TABLE>

                 See Notes to Consolidated Financial Statements
                                                                             22
<PAGE>

<TABLE>
<CAPTION>

                     SKINVISIBLE,  INC.  AND  SUBSIDIARIES
      CONSOLIDATED  STATEMENT  OF  CHANGES  IN  STOCKHOLDERS'  EQUITY

                                                     YEAR  ENDED
                                                    DECEMBER  31
                                                  2001       2000
-------------------------------------------------------------------------
<S>                                               <C>        <C>
Shares of Common Stock Issued:
  Beginning Balance                               14,122,000 11,453,000
    Issuance Pursuant to:
       Stock Offering                              6,930,000  2,556,000
       Stock Option Plan                                   0     57,333
       Contract Settlements                                0     55,700
                                                  ---------- -----------

  Ending Balance                                  21,052,033 14,122,033
                                                  ========== ===========


Common Stock Par Value
  Beginning Balance                               $   14,122 $   11,453
    Issuance Pursuant to:
       Stock Offering                                  6,930      2,556
       Royalty Payment Agreement                           0          0
       Stock Option Plan                                   0         57
       Contract Settlements                                0         56
                                                  ---------- -----------
  Ending Balance                                      21,052     14,122
                                                  ---------- -----------
Additional Paid in Capital
  Beginning Balance                                7,361,778   5,983,747
    Issuance Pursuant to:
       Stock Offering                              1,199,670   1,246,594
       Stock Option Plan                                   0      97,943
       Contract Settlements                                0      33,494
                                                  ---------- -----------
  Ending Balance                                   8,561,448   7,361,778
                                                  ---------- -----------
Accumulate Deficit
  Beginning Balance                               (6,031,631) (4,150,091)
  Net Loss                                        (1,558,692) (1,881,540)
                                                  ---------- -----------
  Ending Balance                                  (7,590,323) (6,031,631)
                                                  ---------- -----------
Total Stockholders' Equity                        $  992,177 $ 1,344,269
                                                  ========== ===========
</TABLE>


                 See Notes to Consolidated Financial Statements

                                                                             23
<PAGE>


                    SKINVISIBLE,  INC.  AND  SUBSIDIARIES
                  CONSOLIDATED  STATEMENT  OF  CASH  FLOWS
                                                           YEAR  ENDED
                                                           DECEMBER  31
------------------------------------------------------------------------

Cash Flows from Operating Activities:
   Net Loss                                      $(1,558,692) $(1,881,540)
   Adjustments to Reconcile Net Income to
     Net Cash Provided by Operating Activities
       Depreciation                                   78,798       76,278
         (Increase) Decrease in:
           Accounts Receivable                         3,992         (363)
           Inventory                                  17,026        7,796
           Advances                                   (1,455)      (2,622)
     Other Assets - Prepaid Expenses                   9,451      (12,772)
                        - Prepaid Expenses           (12,772)           0
                        - Deposits                         0        4,786
           Increase (Decrease) in:
           Accounts Payable and
             Accrued Expenses                        264,591       72,182
                                                   -----------------------
     Net Cash Used by Operating Activities        (1,186,289)  (1,736,255)
Cash Flows from Investing Activities:
   Purchases of Property and Equipment                (8,935)     (36,268)
   Patents & Trademarks                              (17,532)           0
                                                   -----------------------
     Net Cash Used by Investing Activities           (26,467)     (36,268)

Cash Flows from Financing Activities:

   Payment of Loan Principal                            (382)    (497,762)
   Net Proceeds from the Issuance of
     Common Stock                                  1,206,600    1,380,700
                                                   -----------------------
     Net Cash Provided by Financing Activities     1,206,218      882,938
                                                   -----------------------

Net Increase (Decrease) in Cash                       (6,538)    (889,585)
Cash at Beginning of Year                              8,873      898,458
                                                   -----------------------
Cash at End of Year                                $   2,335    $   8,873
                                                   =======================
Supplemental Disclosure:
   Interest Paid                                   $  29,722    $  19,379
                                                   =======================

                 See Notes to Consolidated Financial Statements

                                                                             24
<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") 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,  available  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. for
the  purpose  of  marketing  its  own  proprietary  brands  of  products.

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

                                                                             25
<PAGE>

are in US dollars.

                       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  for  the  period  ended  December  31,  2001.

Inventories
-----------

Inventories  are  accounted  for  on  an  average cost first-in first-out 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.

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.


                                                                             26
<PAGE>


                      SKINVISIBLE, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  -  CONTINUED
------------------------------------------------------------------------

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.


NOTE  2  -  PROVISION  FOR  INCOME  TAXES
-----------------------------------------

The provision for income taxes for the periods ended December 31, 2001, and 2000
represents  the  minimum  state  income tax expense of the Company, which is not
considered  significant.


NOTE  3  -  LOAN  PAYABLE
-------------------------

During  the  periods ended December 31, 2001, and 2000 the Company had unsecured
loans  payable with an interest rate of 10% per annum.  As of December 31, 2001,
outstanding  loans  payable  with  interest  were  in  the  amount  of $242,991.



                                                                             27
<PAGE>


                       SKINVISIBLE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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 May 31,
2002.  In  connection  with  the  lease arrangement, the Company is obligated to
make rental payments of $7095 per month until the termination date of the lease.

As at December 31, 2001, the total future rental commitment for the remainder of
the  lease  term  is  in  the  amount  of  $35,475.

The  company  is  currently  negotiating  a  renewal  of  the  lease.

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; however, the case was pending an appeal.  The
appeal for the plaintiff was unsuccessful and the Company has been provided with
a  general  release,  which  concludes  this  matter.

In  September 2001, the Company was served as a defendant in a lawsuit involving
Great America Leasing Corporation.  The case relates to the lease of a telephone
system  and  is  expected  to  be  settled  out  of  court.  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  December  31,  2001,  the  company  has  future  royalty payment commitments
totaling  approximately  $784,000.

NOTE  5  -  STOCK  OPTIONS
--------------------------

During  the  period  ended  December 31, 2001, the Company had outstanding stock
options  with  exercise  prices  ranging  from  $0.10  to  $1.00  per  share,

                                                                             28
<PAGE>


as  incentives  for  employee  and  consultant performance. Options on 1,807,000
shares of  common  stock were outstanding at December 31, 2001.  The exercise of
any or all of these options would cause reported losses per share to decrease.

NOTE  6  -  GOING  CONCERN
--------------------------

Future  issuances of the Company's 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 difficult and slower than anticipated penetration
into  the  highly  competitive  retail  marketplace  for  its  Safe4Hours  brand
antibacterial  hand  sanitizer.

The  Company  anticipates  spending approximately $940,000 over the twelve-month
period  ending  December  31,  2002, in pursuing its plan of operations. Of this
amount,  the  Company  anticipates  that approximately $747,000 will be realized
from  operating  revenues  after  deduction of costs of goods sold, and existing
cash  reserves.  These  revenues  are anticipated to be obtained through private
label  sales  of  the  polymer-based  formulations  as  well  as  sales  of  its
polymer-based  delivery  systems  or  licensing  of  its  polymer-based delivery
systems  technologies.  The  additional  $193,000  will  need  to  be  raised by
additional  debt  or  equity  financing.

The Company is presently undertaking a search for additional equity financing to
cover  these  anticipated expenses and expected operational losses; however, the
Company  has  not, as yet, formalized or entered into any such arrangements, and
cannot  offer  any  assurance that such financing will be available when needed.
The failure to obtain such financing in a timely manner would have a significant
negative  effect  on  the  future operations and may result in the Company being
forced  to  cease  operations.



                                                                             29

<PAGE>



                                   SIGNATURES

In  accordance  with  Section  13  or  15(d) 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
     ___________________________________
     By:  Terry  Howlett,  Director,  President  and  CEO
     Date:     April  9,  2002



In  accordance  with  the  Securities  Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and  on  the  dates  indicated.



     /s/ Jost  Steinbruchel
     ___________________________________
     Jost  Steinbruchel,  Director
     Date:     April  9,  2002



     /s/ Carol  Patterson  Neves
     ___________________________________
     Carol  Patterson  Neves,  Director
     Date:     April  9,  2002


     /s/ Jim  Pesklevits
     ___________________________________
     Jim  Pesklevits,  Principal  Financial  Officer
     Date:     April  9,  2002


                                                                             29