UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) NOVEMBER 22, 2002 SKINVISIBLE, INC. ----------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHAPTER) NEVADA 000-25911 88-0344219 ------ --------- ---------- (STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.) 6320 S. SANDHILL RD, STE 10, LAS VEGAS, NV 89120 ------------------------------------------------ (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE 702-433-7154 __________________________________________________________ (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) ITEM 1. CHANGES IN CONTROL OF REGISTRANT NONE ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS NONE ITEM 3. BANKRUPTCY OR RECEIVERSHIP NONE ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT NONE ITEM 5. OTHER EVENTS ON NOVEMBER 18, 2002, THE COMPANY COMPLETED THE CONVERSION OF OUTSTANDING DEBT AND RETROACTIVE PAYROLL PAYABLE TO ITS PRESIDENT AND CEO, TERRY HOWLETT. AN AGGREGATE TOTAL OF $200,000 WAS CONVERTED BY MR. HOWLETT AND THE COMPANY AT $0.05 PER SHARE FOR A TOTAL OF 4,000,000 SHARES OF COMMON STOCK OF THE COMPANY. IN ADDITION, MR. HOWLETT WAS ISSUED A WARRANT AGREEMENT WITH THE RIGHT TO PURCHASE UP TO AN ADDITIONAL 2,000,000 SHARES OF COMMON STOCK AT $0.15 PER SHARE IF EXERCISED IN YEAR ONE, AND $0.20 PER SHARE IF EXERCISED BEFORE THREE (3) YEARS HAVE EXPIRED. ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS NONE ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS THE MOST RECENT FINANCIAL INFORMATION FOR THE COMPANY CAN BE FOUND IN ITS FORM 10-QSB FILED ON NOVEMBER 14, 2002. SUCH INFORMATION IS INCORPORATED BY REFERENCE HEREIN. ITEM 8. CHANGE IN FISCAL YEAR NONE ITEM 9. REGULATION FD DISCLOSURE NONE SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED HEREUNTO DULY AUTHORIZED. DATE: NOVEMBER 25, 2002 BY:/S/ TERRY HARVEY HOWLETT,PRESIDENT ------------------- ---------------------------------------- TERRY HARVEY HOWLETT PRESIDENT & CEO, SKINVISIBLE, INC.