UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ________)*
SKINVISIBLE, INC.
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(NAME OF ISSUER)
COMMON STOCK
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(TITLE OF CLASS OF SECURITIES)
830703 10 4
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(CUSIP NUMBER)
TERRY HOWLETT, 6320 S. SANDHILL RD, STE 10, LAS VEGAS, NV 89120
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
NOVEMBER 22, 2002
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
IF THE FILING PERSON HAS PREVIOUSLY FILED A STATEMENT ON SCHEDULE 13G TO REPORT
THE ACQUISITION THAT IS THE SUBJECT OF THIS SCHEDULE 13D, AND IS FILING THIS
SCHEDULE BECAUSE OF 240.13D-1(E), 240.13D-1(F) OR 240.13D-1(G), CHECK THE
FOLLOWING BOX. [ ]
*THE REMAINDER OF THIS COVER PAGE SHALL BE FILLED OUT FOR A REPORTING PERSON'S
INITIAL FILING ON THIS FORM WITH RESPECT TO THE SUBJECT CLASS OF SECURITIES, AND
FOR ANY SUBSEQUENT AMENDMENT CONTAINING INFORMATION WHICH WOULD ALTER
DISCLOSURES PROVIDED IN A PRIOR COVER PAGE.
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CUSIP NO. 830703 10 4
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1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY).
TERRY HARVEY HOWLETT
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A)
(B)
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (SEE INSTRUCTIONS) PF
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION CANADIAN
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NUMBER OF
SHARES
BENEFICIALLY 7. SOLE VOTING POWER 8,325,000 SHARES
OWNED BY 8. SHARED VOTING POWER N/A
EACH 9. SOLE DISPOSITIVE POWER 8,325,000 SHARES
REPORTING 10. SHARED DISPOSITIVE POWER N/A
PERSON
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,325,000
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.1%.
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14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN (INDIVIDUAL)
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ITEM 1. SECURITY AND ISSUER
THIS STATEMENT ON SCHEDULE 13D (THIS "STATEMENT") RELATES TO THE COMMON SHARES
OF SKINVISIBLE, INC., A NEVADA CORPORATION (SOMETIMES REFERRED TO HEREIN AS
"ISSUER" OR "SKVI"). THE PRINCIPAL EXECUTIVE OFFICES OF SKVI ARE LOCATED AT 6320
S. SANDHILL RD, STE 10, LAS VEGAS NV 89120.
ITEM 2. IDENTITY AND BACKGROUND
(A) TERRY HARVEY HOWLETT
(B) 6320 S. SANDHILL RD, STE 10, LAS VEGAS NV 89120
(C) PRESIDENT & CEO OF SKINVISIBLE, INC. 6320 S. SANDHILL RD, STE 10, LAS VEGAS
NV 89120
(D) DURING THE LAST FIVE YEARS, TERRY HARVEY HOWLETT HAS NOT BEEN CONVICTED IN
A CRIMINAL PROCEEDING(EXCLUDING TRAFFIC VIOLATIONS OR SIMILAR
MISDEMEANORS).
(E) DURING THE LAST FIVE YEARS, TERRY HARVEY HOWLETT HAS NOT BEEN A PARTY TO A
CIVIL PROCEEDING OF A JUDICIAL OR ADMINISTRATIVE BODY OF COMPETENT
JURISDICTION AND AS A RESULT OF SUCH PROCEEDING WAS OR IS SUBJECT TO A
JUDGMENT, DECREE OR FINAL ORDER ENJOINING FUTURE VIOLATIONS OF, OR
PROHIBITING OR MANDATING ACTIVITIES SUBJECT TO, FEDERAL OR STATE
SECURITIES LAWS OR FINDING ANY VIOLATION WITH RESPECT TO SUCH LAWS.
(F) TERRY HARVEY HOWLETT IS A CANADIAN CITIZEN.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
THE CONSIDERATION FOR THE TRANSACTION STATED IN THIS STATEMENT IS TWO HUNDRED
THOUSAND DOLLARS ($200,000) OF OUTSTANDING LOANS AND RETROACTIVE PAYROLL
PAYABLE TO TERRY HARVEY HOWLETT.
ITEM 4. PURPOSE OF TRANSACTION
(A) AS PRESIDENT AND CEO OF THE ISSUER, MR. HOWLETT'S PURPOSE OF THE
ACQUISITION OF SECURITIES OF THE ISSUER IS TO SUBSTANTIALLY
REDUCE THE CURRENT LIABILITIES OF SKVI.
(B) NOT APPLICABLE;
(C) NOT APPLICABLE;
(D) NOT APPLICABLE;
(E) NOT APPLICABLE;
(F) NOT APPLICABLE;
(G) NOT APPLICABLE;
(H) NOT APPLICABLE;
(I) NOT APPLICABLE;
(J) NOT APPLICABLE;
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(A) TERRY HARVEY HOWLETT IS THE BENEFICIAL OWNER OF 8,425,000 SHARES
OF COMMON STOCK OF THE ISSUER. SUCH COMMON SHARES CONSTITUTE
APPROXIMATELY 19.1% OF THE ISSUED AND OUTSTANDING SKVI SHARES
BASED ON THE NUMBER OF SKVI COMMON SHARES OUTSTANDING AS OF
NOVEMBER 21, 2002. INCLUDED IN THE BENEFICIAL OWNERSHIP OF THE
AFOREMENTIONED SHARES OF COMMON STOCK OF SKVI, MR. HOWLETT HAS
A WARRANT AGREEMENT THAT GIVES HEM THE RIGHT TO PURCHASE
2,000,000 SHARES OF COMMON STOCK OF SKVI AS WELL AS INCENTIVE
STOCK OPTIONS TO PURCHASE 900,000 SHARES OF COMMON STOCK OF SKVI;
(B) MR. HOWLETT HAS THE SOLE POWER TO VOTE OR TO DIRECT THE VOTE,
DISPOSE OR TO DIRECT THE DISPOSITION OF ALL OF THE COMMON
SHARES OF SKVI MENTIONED IN ITEM 5, PARAGRAPH (A);
(C) AS DESCRIBED IN ITEM 3 AND 4 OF THIS STATEMENT, MR. HOWLETT AND
THE ISSUER AGREED WITHIN THE LAST 60 DAYS TO CONVERT TWO HUNDRED
THOUSAND DOLLARS ($200,000) OF OUTSTANDING LOANS AND RETROACTIVE
PAYROLL PAYABLE TO MR. HOWLETT BY THE ISSUER, INTO FOUR MILLION
(4,000,000) SHARES OF COMMON STOCK OF SKVI AT FIVE CENTS($0.05)PER
SHARE OF COMMON STOCK OF SKVI. 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;
(D) NOT APPLICABLE;
(E) NOT APPLICABLE;
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
OTHER THAN THE CONVERSION OF THE OUTSTANDING LOANS AND RETROACTIVE PAYROLL
PAYABLE TO TERRY HARVEY HOWLETT, THERE ARE NOT ANY CONTRACTS, ARRANGEMENTS,
UNDERSTANDINGS OR RELATIONSHIPS (LEGAL OR OTHERWISE) AMONG THE PERSONS NAMED IN
ITEM 2 AND BETWEEN SUCH PERSONS AND ANY PERSON WITH RESPECT TO ANY SECURITIES
OF THE ISSUER, INCLUDING BUT NOT LIMITED TO TRANSFER OR VOTING OF ANY OF THE
SECURITIES, FINDER'S FEES, JOINT VENTURES, LOAN OR OPTION ARRANGEMENTS, PUTS OR
CALLS, GUARANTEES OF PROFITS, DIVISION OF PROFITS OR LOSS, OR THE GIVING OR
WITHHOLDING OF PROXIES.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
NOT APPLICABLE.
SIGNATURE
AFTER REASONABLE INQUIRY AND TO THE BEST OF MY KNOWLEDGE AND BELIEF, I CERTIFY
THAT THE INFORMATION SET FORTH IN THIS STATEMENT IS TRUE, COMPLETE AND CORRECT.
DATE: NOVEMBER 25, 2002 BY:/S/ TERRY HOWLETT, PRESIDENT
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TERRY HARVEY HOWLETT
PRESIDENT & CEO, SKINVISIBLE, INC.