UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB/A

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

               For the fiscal  year  ended  December  31,  2002

[  ]     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 2002 were $183,690.

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 December  31,
2002 is $1,051,865.

The number  of  shares  of the issuer's Common Stock outstanding as of December
31, 2002 is 38,789,808.

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


                                     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  development  of innovative
topical  polymer-based  delivery  systems  and technologies, incorporating  its
proprietary process for combining hydrophilic  and  hydrophobic  polymers  into
stable  water  emulsions.   The  Company's  primary marketing objectives are to
license its technologies and/or sell its delivery  systems to established brand
manufacturers  and  marketers  of  topical prescription  Rx,  over-the-counter,
cosmetic and skincare products to provide enhanced performance capabilities.

When topically applied, products incorporating  the  Company's delivery systems
adhere to the skin's outer layers, forming a protective  bond,  resisting wash-
off, and delivering targeted levels of therapeutic or cosmetic skincare  agents
to  the  skin.   Proven  or  potential  applications identified to date include
antimicrobial  hand  sanitizers,  suncare and  lipcare  formulations,  skincare
moisturizers, anti-fungals, insect  repellents,  and acne, eczema and psoriasis
treatment applications.

The  Company's  short-term strategy includes revenue  generation  from  private
label business opportunities for its antimicrobial hand sanitizer formulations.
The Company is also  offering  private  label  opportunities for its clinically
tested sunscreen formulation which allows labeling  as  "Very  Water  Resistant
with   an  SPF  of  30"  in  accordance  with  FDA  Final  Sunscreen  Monograph
requirements.

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

It  is  the  Company's  intention  to direct its ongoing energies and resources
towards:

Expanding  research and development of  its  Invisicare  delivery  systems  and
related technologies;

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

Maximizing efforts for the licensing of its  technologies  and/or  sale  of its
Invisicare   delivery   systems   to   manufacturers/marketers   of   topically
administered   Rx   prescription,   over-the-counter,  cosmetic,  and  skincare
products.

The Company is pursuing potential business  opportunities,  strategic alliances
and  collaborations  directly  and  through  sales  agents/brokers.    In  this
activity,   the  Company  has  targeted  Rx  pharmaceutical,  over-the-counter,
cosmetic, healthcare, and other brand manufacturers.

The  Company  has  entered  into  a  number  of  Confidentiality/Non-Disclosure
Agreements during  past  two  years and is presently undergoing negotiations or
actively working with a variety  of  existing  or  potential  customers for the
purpose of developing or selling its products.

Patent Applications:

The  Company  filed  a  patent  application  in  August 2001 for its Invisicare
topical compositions and its methodology for manufacturing  and  utilization of
numerous delivery systems and related applications.

In  January  2000  the Company filed a patent application for its antimicrobial
dermal barrier formulation,  which  utilized  one  of  the  Invisicare delivery
systems.   This  initial  application was intended to obtain patent  protection
for the  Company's original  finished  skin  protector  product.  This  company
received patent approval in February 2002.

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.   This  company  received  patent
approval in February  2002.   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, and repellants.

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."

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
          December 31, 2002          $ 5,000

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

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.  This manufacturer began
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 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 $11,667 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, which expired on May 31, 2002.
The Company is currently  leasing  on  a  month-to-month 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.

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

No  matters were submitted to a vote of  security  holders  during  the  fourth
quarter of the fiscal year ended December 31, 2002.


                                     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
1st Quarter 2002             $0.08          $0.08
2nd Quarter 2002             $0.07          $0.07
3rd Quarter 2002             $0.05          $0.05
4th Quarter 2002             $0.06          $0.05

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

As of December  31,  2002,  Skinvisible,  Inc. had approximately 192 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.

In January 2002, the  Company  issued a total of 264,775 shares of common stock
to four (4) employees and one (1)  consultant  upon the exercise of their stock
options granted pursuant to the Company's incentive  stock  option plan.  These
shares were issued at a price of $0.10 per share, for a total purchase price of
$26,477.50.

On  April 26, 2002, in consideration for services provided to  the  Company,  a
total  of 1,250,000 restricted common shares were issued to three (3) directors
and three (3) employees of the Company.

On April  26,  2002, as part of a loan conversion agreement, the Company issued
2,000,000 restricted common shares to one (1) accredited investor at a price of
$0.05 per share  as  well  as  warrants for the purchase of 1,000,000 shares of
common stock.

On June 7, 2002, as part of a loan  conversion  agreement,  the  Company issued
3,000,000 restricted common shares to one (1) accredited investor at a price of
$0.05  per  share as well as warrants for the purchase of 1,500,000  shares  of
common stock.

On November 12, 2002, the Company completed an offering of 6,478,000 restricted
shares of the common stock at a price of $0.05 per share to a total of nineteen
(19) accredited investors pursuant to Rule 506 of Regulation D of the 1933 Act.
Skinvisible,  Inc. also issued warrants for the purchase of 3,239,000 shares of
the common stock.   A commission in the amount of $25,900 was paid to 3 parties
in connection with the completion of this offering.

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

The following is a discussion of certain factors affecting Registrant's results
of operations, liquidity  and capital resources.  You should read the following
discussion  and analysis in  conjunction  with  the  Registrant's  consolidated
financial statements  and  related  notes that are included herein under Item 7
below.

CAUTIONARY STATEMENTS FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995.

The statements contained in the section captioned Management's Discussion and
Analysis of Financial Condition and Results  of Operations which are historical
are  "forward-looking statements" within the meaning  of  Section  27A  of  the
Securities  Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934,  as  amended.   These  forward-looking  statements  represent  the
Registrant's  present  expectations  or  beliefs concerning future events.  The
Registrant  cautions that such forward-looking  statements  involve  known  and
unknown risks,  uncertainties  and  other  factors  which  may cause the actual
results,  performance  or  achievements  of  the  Registrant  to be  materially
different  from  any future results, performance or achievements  expressed  or
implied by such forward-looking  statements.  Such factors include, among other
things,  the  uncertainty  as  to the Registrant's  future  profitability;  the
uncertainty as to the demand for  Registrant's services; increasing competition
in the markets that Registrant conducts  business;  the Registrant's ability to
hire, train and retain sufficient qualified personnel; the Registrant's ability
to obtain financing on acceptable terms to finance its growth strategy; and the
Registrant's ability to develop and implement operational and financial systems
to manage its growth.

Skinvisible, Inc. (the "Company") is focused on the development  of  innovative
topical  polymer-based  delivery  systems  and technologies, incorporating  its
proprietary process for combining hydrophilic  and  hydrophobic  polymers  into
stable  water  emulsions.   The  Company's  primary marketing objectives are to
license its technologies and/or sell its delivery  systems to established brand
manufacturers  and  marketers  of  topical prescription  Rx,  over-the-counter,
cosmetic and skincare products to provide enhanced performance capabilities.

When topically applied, products incorporating  the  Company's delivery systems
adhere to the skin's outer layers, forming a protective  bond,  resisting wash-
off, and delivering targeted levels of therapeutic or cosmetic skincare  agents
to  the  skin.   Proven  or  potential  applications identified to date include
antimicrobial  hand  sanitizers,  suncare and  lipcare  formulations,  skincare
moisturizers, anti-fungals, insect  repellents,  and acne, eczema and psoriasis
treatment applications.

The  Company's  short-term strategy includes revenue  generation  from  private
label business opportunities for its antimicrobial hand sanitizer formulations.
The Company is also  offering  private  label  opportunities for its clinically
tested sunscreen formulation which allows labeling  as  "Very  Water  Resistant
with   an  SPF  of  30"  in  accordance  with  FDA  Final  Sunscreen  Monograph
requirements.

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

It  is  the  Company's  intention  to direct its ongoing energies and resources
towards:

Expanding  research and development of  its  Invisicare  delivery  systems  and
related technologies;

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

Maximizing efforts for the licensing of its  technologies  and/or  sale  of its
Invisicare   delivery   systems   to   manufacturers/marketers   of   topically
administered   Rx   prescription,   over-the-counter,  cosmetic,  and  skincare
products.

The Company is pursuing potential business  opportunities,  strategic alliances
and  collaborations  directly  and  through  sales  agents/brokers.    In  this
activity,   the  Company  has  targeted  Rx  pharmaceutical,  over-the-counter,
cosmetic, healthcare, and other brand manufacturers.

The  Company  has  entered  into  a  number  of  Confidentiality/Non-Disclosure
Agreements during  past  two  years and is presently undergoing negotiations or
actively working with a variety  of  existing  or  potential  customers for the
purpose of developing or selling its products.

Patent Applications:

The  Company  filed  a  patent  application  in  August 2001 for its Invisicare
topical compositions and its methodology for manufacturing  and  utilization of
numerous delivery systems and related applications.

In  January  2000  the Company filed a patent application for its antimicrobial
dermal barrier formulation,  which  utilized  one  of  the  Invisicare delivery
systems.   This  initial  application was intended to obtain patent  protection
for the  Company's original  finished  skin  protector  product.  This  company
received patent approval in February 2002.

Results of Operations

Net revenue for the twelve months ended December 31, 2002 increased to $183,690
from $55,800  for  the twelve months ended December 31, 2001.  This increase in
revenue was mainly due to private label sales, product development fees charged
to other pharmaceutical  companies, and polymer sales to cosmetic manufacturers
through the Company's sales  agent/broker  network.   This  is in line with the
Company's  re-directed  focus  of  directly  pursuing  private  label  business
opportunities with existing retail suppliers/distributors, as well  as  selling
or  licensing  its  delivery  systems to established manufacturers for enhanced
product formulations and applications  in  the  cosmetic, over-the-counter, and
pharmaceutical skincare markets.

Gross  profit  for  the  twelve months ended December  31,  2002  increased  to
$133,559 from $47,515 for the twelve months ended December 31, 2001.

The Company's operating expenses  decreased  to  $989,215 for the twelve months
ended December 31, 2002 from $1,606,207 for the twelve  months  ended  December
31, 2001.  This decrease in expenses was due to management's continuing efforts
to  reduce  costs.  The Company incurred marketing and selling expenses in  the
amount of $8,124  for  the  twelve months ended December 31, 2002 compared with
$26,408 for the twelve months ended December 31, 2001.

The Company incurred general and administrative costs in the amount of $981,091
for the twelve months ended December  31, 2002 compared with $1,579,799 for the
twelve  months  ended  December  31,  2001.    Some   of   these   general  and
administrative  costs included the following:  Professional fees in the  amount
of $36,449 for the  twelve  months  ended December 31, 2002 compared to $42,418
for the same period in 2001; Salaries and Wages which decreased to $407,575 for
the twelve months ended December 31,  2002,  compared  with  $540,128  for  the
twelve  months ended December 31, 2001; and Outside Management Consultant costs
in the amount  of  $30,824  for  the  twelve  months  ended  December 31, 2002,
compared to $342,559 for the twelve months ended December 31, 2001.

The Company had net losses of $855,656 for the twelve months ended December 31,
2002, down from $1,558,692 for the same period ended December  31,  2001.   The
losses  were  funded by various financings and short-term loans obtained during
the period.  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 twelve
months ended December 31, 2002, was $0.03, down from a loss of $0.09  per share
for the same period in 2001.

During  the  period  ended  December 31, 2002 the Company retired and abandoned
leasehold improvements and an outdated computer system with an original cost of
$64,599 and accumulated depreciation  of  $64,169  resulting  in  a net loss of
$430.

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

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 $4,622 as of December  31,  2002, compared to $2,335 as
of December 31, 2001.  The Company has outstanding loans  payable with interest
in the amount of $149,124 as of December 31, 2002.

The Company had accounts payable and accrued expenses in the amount of $463,187
as of December 31, 2002, compared to $424,094 as of December  31,  2001.  Until
revenues increase or the Company receives additional funding, certain creditors
and   employees   have  agreed  to  defer  receipt  of  payments  or  salaries,
respectively.  This  accounts  for the rise in our accounts payable and accrued
expenses.

Cash used in operating activities for the twelve months ended December 31, 2002
decreased  to   $786,066 down from  $1,186,289  for  the  twelve  months  ended
December 31, 2001.   This  can be mainly attributed to a decrease in the use of
outside consultants, a decrease  in  staffing,  and  an  increase  in  accounts
payable and accrued expenses as outlined in the previous paragraph.

Cash used in investing activities for the twelve months ended December 31, 2002
and 2001, was $16,907 and $26,467 respectively.

Future issuances of the Company's equity or debt securities will be required in
order for the Company to clear up some of its debt and continue to finance  its
operations,  as  the  Company's  present  revenues  are  insufficient  to  meet
operating  expenses.   Present  revenues  have  increased  slightly  due to the
Company's  re-directed  focus of pursuing private label business opportunities,
charging product development  fees,  as  well  as sales of its polymer delivery
systems.   The  Company  will continue with these efforts  as  well  as  pursue
possible licensing of its  delivery systems to established manufacturers in the
cosmetic, over-the-counter,  and  pharmaceutical skincare markets.  The Company
periodically revises its plan of operations  as new situations arise.  Over the
next twelve months ending December 31, 2003, the  Company  expects  to  realize
approximately  $897,000  from  operating  revenues  after deduction of costs of
goods sold.  These projected revenues are comprised of  private  label sales of
the polymer-based formulations, product development fees, royalties, as well as
sales  of  its polymer-based delivery systems or licensing of its polymer-based
delivery system  technologies.   In  that same twelve-month period, the Company
anticipates incurring approximately $745,000 in operating expenses.  Additional
debt or equity financing may need to be  raised  if the company has a shortfall
in projected operating revenue to cover the projected operating expenses.

The Company is presently undertaking a search for  additional  equity financing
in  the  form  of  a private placement to cover these anticipated expenses  and
expected operational  losses  as  well  a pay accounts payable.  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.

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.


                                    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,
                                          Secretary,Treasurer
Carol Patterson Neves                     Director
Jost Steinbruchel                         Director

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

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

Terry Howlett                             Director, President
                                          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, Director,
                                          Secretary & Treasurer

Mr. Terry  H.  Howlett,  (age  55)  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 67) 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
``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 62) 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.


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.

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,          0          0            None
President, CEO

Carol Patterson Neves,            0          0            None
Director

Jost Steinbruchel,                0          0            None
Director

James Pesklevits
Secretary  &  Treasurer           0          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  2000   120,000  0        0       0   300,000     0
          Director   2001    66,568  0        0       0   300,000     0
                     2002    27,836  0        0       0         0     0


Carol     Director   2000  $      0  0        0       0    50,000     0
Patterson            2001         0  0        0       0         0     0
Neves                2002         0  0        0       0         0     0

Jost      Director   2000  $      0  0        0       0    50,000     0
Steinbruchel         2001         0  0        0 100,000   100,000     0
                     2002         0  0        0       0         0     0


Jan       Director   2000  $      0  0        0       0    50,000     0
Mellegers*           2001         0  0        0       0         0     0
                     2002         0  0        0       0         0     0


James     Past Sec.  2001    62,869 $0        0  60,000    50,000     0
PesklevitsTreas.     2002         0  0        0       0         0     0

Cheryl    Past Dir., 2000  $      0  0  $58,718       0    60,000     0
Claeys**  Sec. Treas.2001  $      0  0   54,225  60,000         0     0
(Canada)             2002         0  0        0       0         0     0

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  December 31, 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           5,425,000             15.6%
                   Director, President
                   Secretary, Treasurer

Common             Carol Patterson Neves     150,000             0.39%
                   Director

Common             Jost Steinbruchel         750,000             1.93%
                   Director

Common             Lutz Family Trust.     11,117,500             31.09%

Common             All Officers and
                   Directors               6,635,000             17.92%
                   as a Group ( 3 persons)



(1) Based on 38,789,808 shares of common stock issued and outstanding as of
December 31, 2002.
-----------------------------------------------------------------------------
The following table shows the issued and outstanding stock options held by  the
officers  and  directors  of  the Company as of December 31, 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          $0.05               900,000              5  years
Carol Patterson Neves   $0.05               150,000              5  years
Jost  Steinbruchel      $0.05               200,000              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.

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, 2002, and 2001, 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

                                SKINVISIBLE, INC.
                                AND SUBSIDIARIES

                          CONSOLIDATED FINANCIAL STATEMENTS

                            DECEMBER 31, 2002 AND 2001

                                       WITH

                        INDEPENDENT AUDITOR'S REPORT THEREON


                         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,  2002,  and  2001  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,  2002,  and 2001, and the results of their
operations, changes in stockholders' equity and  cash  flows for the year ended
December 31, 2002, and 2001, 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  7  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 7.  The financial statements do not include any adjustments  that might
result from the outcome of this uncertainty.


Sarna & Company
Westlake Village, California
March 28, 2003




SKINVISIBLE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET


                                ASSETS                         DECEMBER 31
                                                             2002       2001
Current Assets
  Cash                                                   $   4,622  $    2,335
  Accounts Receivable                                       44,773       7,904
  Inventory                                                123,706     124,328
  Prepaid Expenses                                           3,088       3,321
  Prepaid License Fee                                       50,000      50,000
        Total Current Assets                               226,189     187,888
Property and Equipment
  Furniture and Equipment                                  138,767     135,434
  Laboratory Build-Out                                     268,754     332,318
    Total Property and Equipment                           407,521     467,752
    Less Accumulated Depreciation                         (216,046)   (214,634)
Net Property and Equipment                                 191,475     253,118

Other Assets - Exclusive Distribution Rights               200,000     200,000
   - Patents & Trademarks                                   30,071      17,532
   - Prepaid Royalty                                     1,000,000   1,000,000
   - Deposits                                                  225         725
        Total Other Assets                               1,230,296   1,218,257

TOTAL ASSETS                                            $1,647,960  $1,659,263


        LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Accounts Payable
and Accrued Expenses                                   	$  463,187  $  424,094
Loan Payable                                               149,124     242,992
Total Current Liabilities                                  612,311     667,086
Stockholders' Equity
  Common Stock, $0.001 par value
    100,000,000 shares authorized,
    38,789,808 and 21,052,033 shares issued                 38,790      21,052
  Additional paid in capital                             9,442,838   8,561,448
  Accumulated Deficit                                   (8,445,979) (7,590,323)
Total Stockholders' Equity                               1,035,649     992,177

TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY                                  $1,647,960  $1,659,263



SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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


                                                          YEAR ENDED
                                                          DECEMBER 31
                                                         2002        2001

Revenues                                         $    183,690  $   55,800

Cost of Sales
  Beginning Inventory                                 124,328      141,354
  Purchases                                            51,723       12,888
        Total Available                               176,051      154,242
  Less:  Ending Inventory                            (123,706)    (124,328)
         Sample Distribution                           (2,214)     (21,629)
Total Cost of Sales                                    50,131        8,285

Gross Profit                                          133,559       47,515
Operating Expenses                                   (989,215)  (1,606,207)
Loss Before Provision for
  Income Taxes                                       (855,656)  (1,558,692)

Provision for Income Taxes                                 (0)          (0)

Net Loss                                             (855,656)  (1,558,692)

Accumulated Deficit, Beginning
  of Year                                          (7,590,323)  (6,031,631)

Accumulated Deficit, End of Year                  $(8,445,979) $(7,590,323)

Net Loss per Share                                $     (0.03) $     (0.09)

Weighted Average Shares Outstanding                25,658,525   16,992,033














SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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

                                                        YEAR ENDED
                                                        DECEMBER 31
                                                      2002       2001

Shares of Common Stock Issued:
  Beginning Balance                               21,052,033 14,122,033
    Issuance Pursuant to:
       Stock Offering                             17,448,000  6,930,000
       Stock Option Plan                                   0          0
       Contract Settlements                          289,775          0

  Ending Balance                                  38,789,808 21,052,033


Common Stock Par Value
  Beginning Balance                               $   21,052  $   14,122
    Issuance Pursuant to:
       Stock Offering                                 17,448       6,930
       Stock Option Plan                                 290           0

  Ending Balance                                      38,790      21,052


Additional Paid in Capital
  Beginning Balance                                8,561,448   7,361,778
    Issuance Pursuant to:
       Stock Offering                                853,952   1,199,670
       Stock Option Plan                              27,438           0

  Ending Balance                                   9,442,838   8,561,448


Accumulate Deficit
  Beginning Balance                               (7,590,323) (6,031,631)
  Net Loss                                        (  855,656) (1,558,692)
  Ending Balance                                  (8,445,979) (7,590,323)

Total Stockholders' Equity                        $1,035,649  $  992,177









SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

DECEMBER 31
                                                       2002       2001
Cash Flows from Operating Activities:

   Net Loss                                      $(  855,656) $(1,558,692)
   Adjustments to Reconcile Net Income to
     Net Cash Provided by Operating Activities
       Depreciation                                   65,581       78,798
          Loss on Disposal of Fixed Assets               430            0
         (Increase) Decrease in:
           Accounts Receivable                       (37,121)       3,992
           Inventory                                     622       17,026
           Advances                                      252       (1,455)
                Other Assets - Deposits                  500            0
                        - Prepaid Expenses               233        9,451
           Increase (Decrease) in:
           Accounts Payable and
             Accrued Expenses                         39,093      264,591

     Net Cash Used by Operating Activities        (  786,066)  (1,186,289)

Cash Flows from Investing Activities:

   Purchases of Property and Equipment                (4,368)      (8,935)
   Patents & Trademarks
(12,539)     (17,532)

     Net Cash Used by Investing Activities           (16,907)     (26,467)

Cash Flows from Financing Activities:

   Payment of Loan Principal                         (93,868)        (382)
   Net Proceeds from the Issuance of
     Common Stock                                    899,128    1,206,600
     Net Cash Provided by Financing Activities       805,260    1,206,218

Net Increase (Decrease) in Cash                        2,287       (6,538)

Cash at Beginning of Year                              2,335        8,873

Cash at End of Year                                $   4,622    $   2,335

Supplemental Disclosure:
   Interest Paid                                   $  31,627    $  29,722

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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
Pharmaceuticals, 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   Pharmaceuticals,  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.

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, 2002.

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.






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,  2002,  and
2001 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, 2002, and 2001 the Company had unsecured
loans payable with an interest rate of 10% per annum.  As of December 31, 2002,
outstanding loans payable with interest were in the amount of $149,124.





SKINVISIBLE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 - LOSS ON DISPOSAL OF ASSETS

During the period ended September 30,  2002  the  Company retired and abandoned
leasehold improvements and an outdated computer system with an original cost of
$64,599 and accumulated depreciation of $64,169 resulting  in  a  net  loss  of
$430.

NOTE 5 - COMMITMENTS AND CONTINGENCIES

Operating Leases

The company presently leases 8556 square feet of manufacturing and office space
on a month-to-month basis.  The company's operating lease terminated on May 31,
2002  and  negotiations  are  currently underway for a renewal of the lease for
these premises.

Litigation

In September 2001, the Company was served as a defendant in a lawsuit involving
Great  America Leasing Corporation.   The  case  related  to  the  lease  of  a
telephone  system and was settled out of court in October 2002.  The settlement
did not have any material financial impact on the Company.

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,  2002,  the  company  has  future royalty payment commitments
totaling approximately $778,000.

NOTE 6 - STOCK OPTIONS

During the period ended December 31, 2002, the  Company  had  outstanding stock
options with exercise prices of $0.05 per share, as incentives for employee and
consultant  performance.   Options  on  1,732,000 shares of common  stock  were
outstanding at December 31, 2002.  The exercise  of any or all of these options
would cause reported losses per share to decrease.








SKINVISIBLE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 7 - 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.

The  consolidated  financial  statements  of  the  Company  have  been prepared
assuming that the Company will continue as a going concern, which contemplates,
among  other  things,  the  realization  of  assets  and  the  satisfaction  of
liabilities  in  the  normal  course  of  business.   The  Company has incurred
cumulative  net losses of $8,445,979 since its inception and  requires  capital
for its contemplated  operational  and marketing activities to take place.  The
Company's ability to raise additional  capital  through the future issuances of
common  stock  is  unknown.   The  obtainment  of  additional   financing,  the
successful  development  of the Company's contemplated plan of operations,  and
its transition, ultimately,  to  the  attainment  of  profitable operations are
necessary for the Company to continue operations.  The  ability to successfully
resolve  these factors raise substantial doubt about the Company's  ability  to
continue as  a  going  concern.  The  consolidated  financial statements of the
Company  do not include any adjustments that may result  from  the  outcome  of
these aforementioned uncertainties.


                                                                            29

<PAGE>



SIGNATURES

Pursuant to  the  requirements  of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused  this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

Skinvisible, Inc.

/s/ Terry Howlett
- - -------------------
Terry Howlett,
President and Director



Date: March 31, 2003



Pursuant  to  the requirements of the Securities  Exchange  Act  of  1934,  the
following persons  on behalf of the registrant and in the capacities and on the
dates indicated have signed this report below.

Nutek, Inc.

/s/  Terry Howlett
- - ------------------------
Terry Howlett, President
Date:  March 31, 2003





             CONSENTS OF EXPERTS AND COUNSEL


Sarna & Company
Certified Public Accountants
Street address
West Lake Village, CA

INDEPENDENT AUDITORS' REPORT
Board of Directors

Skinvisible, Inc.
6320 S. Sandhill Rd.d, Suite #10
Las Vegas, Nevada 89120

March 31, 2003

To Whom It May Concern:

Sarna & Company., consents  to the inclusion of our report of March 28, 2003 on
the Financial Statements of Skinvisible,  Inc.,  as  of  December  31, 2002 and
2001, in any filings that are necessary now or in the near future with the U.S.
Securities and Exchange Commission.

Very Truly yours,

/s/  Sarna & Company
- - --------------------------------
Sarna & Company