Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Sep. 30, 2015 | Jun. 07, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | PetVivo Holdings, Inc. | |
Entity Central Index Key | 1,512,922 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 8,884,806 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,016 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Sep. 30, 2015 | Mar. 31, 2015 |
Current Assets | ||
Cash | $ 1,752 | $ 39,863 |
Employee advance | 12,500 | |
Prepaids | 39,039 | $ 235,000 |
Total Current Assets | 53,291 | $ 274,863 |
Property and Equipment: | ||
Property & equipment | 103,504 | |
Less: accumulated depreciation | (99,296) | |
Total Fixed Assets | 4,208 | |
Other Assets: | ||
Goodwill | 13,575,419 | |
Trademark and Patents-Net | 3,997,667 | $ 488,000 |
Total Other Assets | 17,573,086 | 488,000 |
Total Assets | 17,630,585 | 762,863 |
Current Liabilities: | ||
Accounts Payable and Accrued Expenses | 1,114,586 | $ 71,315 |
Note Payable and accrued interest - Related Party | 106,714 | |
Note Payable | 172,256 | $ 55,326 |
Convertible Notes Payable, net of discount of $267,461 as of September 30, 2015 and $597,767 as of March 31, 2015, respectively | 839,789 | 189,235 |
Derivative Liability | 577,630 | 285,732 |
Total Current Liabilities | $ 2,810,975 | $ 601,608 |
Commitments and Contingencies | ||
Stockholders' Equity: | ||
Preferred stock, $0.001, 20,000,000 shares authorized, none shares and outstanding as of September 30, 2015 and March 31, 2015, respectively | ||
Common stock, par value $0.001, 250,000,000 shares authorized and 7,796,664and 7,700,289 shares issued and outstanding as of September 30, 2015 and March 31, 2015, respectively | $ 7,796 | $ 7,700 |
Additional Paid-In Capital | 26,760,451 | 26,381,094 |
Deficit Accumulated | (28,038,405) | (26,227,539) |
Total Petvivo Stockholders' (Deficit) Equity | (1,270,158) | $ 161,255 |
Noncontrolling interest | 16,089,768 | |
Total stockholder's equity | 14,819,610 | $ 161,255 |
Total Liabilities and Stockholders' (Deficit) Equity | $ 17,630,585 | $ 762,863 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 2015 | Mar. 31, 2015 |
Balance Sheets Parenthetical | ||
Convertible Notes Payable, net of discount | $ 267,461 | $ 597,767 |
Stockholders' Equity: | ||
Preferred Stock Par Value | $ 0.001 | $ 0.001 |
Preferred Stock Shares Authorized | 20,000,000 | 20,000,000 |
Preferred Stock Shares Issued | 0 | 0 |
Preferred Stock Shares Outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 7,796,664 | 7,700,289 |
Common Stock Shares Outstanding | 7,796,664 | 7,700,289 |
STATEMENTS OF OPERATIONS (UNAUD
STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Statements Of Operations | ||||
Revenues | $ 75,000 | |||
Cost of Sales | ||||
Gross Profit | $ 75,000 | |||
Operating Expenses: | ||||
Research and Development | $ 47,507 | $ 8,658 | 104,943 | $ 8,658 |
General and Administration | 139,970 | 945,971 | 1,167,136 | 1,016,701 |
Total Operating Expenses | 187,477 | 954,629 | 1,272,079 | 1,025,359 |
Operating Loss | $ (187,477) | (954,629) | (1,197,079) | (1,025,359) |
Other Income (Expense) | ||||
Gain on Settlement of Indebtedness | 35,326 | 154,644 | $ 414,368 | |
Change in Fair Value of Derivatives | $ 61,606 | 35,105 | 40,144 | |
Interest expense | (101,416) | $ (1,000) | (203,886) | $ (11,000) |
Amortization of Issue Costs | (325,774) | (780,245) | ||
Total Other Expense | (365,584) | $ 69,431 | (789,343) | 403,368 |
Net Income (Loss) before taxes | $ (553,061) | $ (885,198) | $ (1,986,422) | $ (621,991) |
Income Tax Provision | ||||
Net Income (Loss) | $ (553,061) | $ (885,198) | $ (1,986,422) | $ (621,991) |
Net loss attributable to noncontrolling Interest | 116,260 | 175,556 | ||
Net loss attributable to Petvivo | $ (436,801) | $ (885,198) | $ (1,810,866) | $ (621,991) |
Net Income (loss) per share- basic and diluted | $ (0.06) | $ (0.12) | $ (0.23) | $ (0.08) |
Weighted average common shares outstanding- basic and diluted | 7,795,824 | 7,545,938 | 7,791,872 | 7,573,741 |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT) (UNAUDITED) - USD ($) | Common Stock | Additional Paid-In Capital | Retained Earnings | Non- controlling Interest | Total |
Beginning Balance, Amount at Mar. 31, 2015 | $ 7,700 | $ 26,381,094 | $ (26,227,539) | $ 161,255 | |
Beginning Balance, Shares at Mar. 31, 2015 | 7,700,289 | ||||
Non-Controlling Interest | $ 16,683,000 | 16,683,000 | |||
Common stock issued for cash, Amount | $ 10 | $ 37,090 | 37,100 | ||
Common stock issued for cash, Shares | 10,600 | ||||
Common stock issued for services, Amount | $ 14 | 55,986 | 56,000 | ||
Common stock issued for services, Shares | 14,000 | ||||
Common shares issued to settle liabilities, Amount | $ 71 | $ 281,929 | $ 282,000 | ||
Common shares issued to settle liabilities, Shares | 70,500 | ||||
Stock issued to extend debt, Amount | |||||
Stock issued to extend debt, Shares | |||||
Write off of Preacquisition liabilities | |||||
Net loss | $ (1,374,065) | $ (59,296) | |||
Ending Balance, Amount at Jun. 30, 2015 | $ 7,795 | $ 26,756,099 | (27,601,604) | $ 16,623,704 | $ 15,785,994 |
Ending Balance, Shares at Jun. 30, 2015 | 7,795,389 | ||||
Beginning Balance, Amount at Mar. 31, 2015 | $ 7,700 | 26,381,094 | (26,227,539) | 161,255 | |
Beginning Balance, Shares at Mar. 31, 2015 | 7,700,289 | ||||
Net loss | (1,986,422) | ||||
Ending Balance, Amount at Sep. 30, 2015 | $ 7,796 | 26,760,451 | (28,038,405) | $ 16,089,768 | 14,819,610 |
Ending Balance, Shares at Sep. 30, 2015 | 7,796,639 | ||||
Beginning Balance, Amount at Jun. 30, 2015 | $ 7,795 | $ 26,756,099 | $ (27,601,604) | $ 16,623,704 | $ 15,785,994 |
Beginning Balance, Shares at Jun. 30, 2015 | 7,795,389 | ||||
Non-Controlling Interest | |||||
Common stock issued for cash, Amount | |||||
Common stock issued for cash, Shares | |||||
Common stock issued for services, Amount | |||||
Common stock issued for services, Shares | |||||
Common shares issued to settle liabilities, Amount | |||||
Common shares issued to settle liabilities, Shares | |||||
Stock issued to extend debt, Amount | $ 1 | $ 4,352 | $ 4,353 | ||
Stock issued to extend debt, Shares | 1,250 | ||||
Write off of Preacquisition liabilities | $ (417,676) | (417,676) | |||
Net loss | $ (436,801) | (116,260) | (553,061) | ||
Ending Balance, Amount at Sep. 30, 2015 | $ 7,796 | $ 26,760,451 | $ (28,038,405) | $ 16,089,768 | $ 14,819,610 |
Ending Balance, Shares at Sep. 30, 2015 | 7,796,639 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 6 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Income (loss) for the period | $ (1,810,866) | $ (621,991) |
Adjustments to reconcile net loss to net cash provided operating activities: | ||
Stock issued for services | 60,350 | $ 721,073 |
Depreciation and amortization | 47,851 | |
Amortization of debt issue cost | 780,245 | |
Derivative (gain) or loss adjustment | (40,143) | $ (185,059) |
Forgiveness of Debt | (154,644) | $ (35,326) |
License | 488,000 | |
Changes in Operating Assets and Liabilities | ||
Decrease in prepaid expense decrease in prepaid expense/increase in advances | 183,461 | |
Increase in accounts payable and accrued expense | 50,285 | $ 19,248 |
Net Cash Used in Operating Activities | $ (395,461) | $ (102,055) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Change of assets | ||
Net Cash (Used in) Provided by Investing Activities | ||
CASH FLOW FROM FINANCING ACTIVITIES: | ||
Proceeds from stock | $ 37,100 | |
Proceeds from convertible notes | $ 524,750 | |
Proceeds from loans | $ 68,000 | |
Repayments | $ (204,500) | |
Net Cash Provided by Financing Activities | 357,350 | $ 68,000 |
Net (Decrease) Increase in Cash | (38,111) | (34,055) |
Cash at Beginning of Period | 39,863 | 39,338 |
Cash at End of Period | $ 1,752 | $ 5,283 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid during the year for Interest | ||
Cash paid during the year for Income taxes paid | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Shares issued as payment of note payable | $ 1,362,246 | $ 183,850 |
Issuance of convertible note for consulting services | ||
Shares issued as payment for accrued salaries | $ 282,000 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION | 6 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION | (A) Basis of Presentation The accompanying condensed consolidated financial statements are unaudited. These unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and pursuant to the rules and regulations of the SEC. Certain information and note disclosures, which are included in annual financial statements, have been omitted pursuant to these rules and regulations. We believe the disclosures made in these interim unaudited financial statements are adequate to make the information not misleading. Although these interim financial statements as and for the three and six months ended September 30, 2015 and 2014 are unaudited, in the opinion of our management, such statements include all adjustments necessary to present fairly our financial position, results of operations and cash flows for the periods presented. The results for the three months and six months ended September 30, 2015 are not necessarily indicative of the results to be expected for the year ended March 31, 2016 or for any future period. These unaudited interim financial statements should be read and considered in conjunction with our audited financial statements and the notes thereto for the year ended March 31, 2015, included in our annual report on Form 10-K filed with the SEC. PetVivo Inc. was originally incorporated under the laws of the state of Minnesota on August 1, 2013. The financials are the result of a merger between Technologies Scan Corp., a corporation incorporated in the State of Nevada on March 31, 2009 now known as PetVivo Holdings, Inc. and PetVivo Inc. For accounting purposes the Company is treating the merger as a reverse merger whereby the financials presented are those of the surviving entity, which is PetVivo. The merger occurred on March 14, 2014. PetVivo is in the business of distribution of medical devices and biomaterials for the treatment of afflictions and diseases in animals. On April 10, 2015 the Company agreed to acquire Gel-Del Technologies. Issuances of the shares to consummate the transaction are dependent on certain conditions precedent. (B) Principles of Consolidation The accompanying consolidated financial statements include the accounts of PetVivo Holdings, Inc. and its wholly owned operating subsidiary, PetVivo Inc. as well as its variable interest entity (VIE) Gel-Del Technologies and its subsidiary Cosmeta Corp. Inc. All intercompany accounts have been eliminated upon consolidation. The consolidation including the VIE is included due to the fact that PetVivo controls the entity as well as the fact an agreement for acquisition has occurred. The accounting for the acquisition of Gel-Del Technologies on April 10, 2015 was as follows: The Company will issue 4,150,000 shares valued at market at $4.02 per share, which equaled $16,683,000 on the date of closing. The assets of Gel-Del equaled $295,716 and its liabilities were $2,295,462 or a difference of $1,999,746 that resulted in a total purchase consideration of $18,682,746, which was allocated between goodwill and the value of patents & trademarks. (C) Use of Estimates In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include estimated useful lives and potential impairment of property and equipment, estimate of fair value of share based payments and derivative instruments and recorded debt discount, valuation of deferred tax assets and valuation of in-kind contribution of services and interest. (D) Cash and Cash Equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At September 30, 2015 and March 31, 2015, the Company had no cash equivalents. (E) Loss Per Share In accordance with the accounting guidance now codified as FASB ASC Topic 260, "Earnings per Share" basic loss per share is computed by dividing net loss by weighted average number of shares of common stock outstanding during each period. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. (F) Revenue Recognition The Company will recognize revenue on arrangements in accordance with FASB ASC No. 605, "Revenue Recognition". In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. (G) Fair Value of Financial Instruments The Company applies the accounting guidance under Financial Accounting Standards Board ("FASB") ASC 820-10, "Fair Value Measurements" The guidance also establishes a fair value hierarchy for measurements of fair value as follows: ● Level 1 - quoted market prices in active markets for identical assets or liabilities. ● Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company's financial instruments consist of accounts payable, accrued expenses, notes payable, notes payable - related party, loan payable - related party and convertible notes payable. The carrying amount of the Company's financial instruments approximates their fair value as of September 30, 2015 and March 31, 2015, due to the short-term nature of these instruments. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The valuation of the Company's notes recorded at fair value is determined using Level 3 inputs, which consider (i) time value, (ii) current market and (iii) contractual prices. The following table represents the Company's assets and liabilities by level measured at fair value on a recurring basis at September 30, 2015: Description Level 1 Level 2 Level 3 Notes payable at fair value $ $ $ 839,789 The following assets and liabilities are measured on the consolidated balance sheets at fair value on a recurring basis utilizing significant unobservable inputs or Level 3 assumptions in their valuation. The following tables provide a reconciliation of the beginning and ending balances of the liabilities: Fair Value April 1, 2015 Change in fair Value New Convertible Notes Conversions Fair Value Sept. 30, 2015 Notes payable at fair value $ 189,325 $ 330,214 $ 524,750 $ (204,500 ) $ 839,789 (H) Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt under ASC 815 "Derivatives and Hedging" to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 "Debt with Conversion and Other Options" for consideration of any beneficial conversion features. (I) Derivative Financial Instruments Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model. (J) Beneficial Conversion Feature For conventional convertible debt where the rate of conversion is below market value, the Company records a "beneficial conversion feature" ("BCF") and related debt discount. When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument (offset to additional paid in capital) and amortized to interest expense over the life of the debt. (K) Debt Issue Costs and Debt Discount The Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. (L) Stock-Based Compensation - Non-Employees Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of Sub-topic 505-50 of the FASB Accounting Standards Codification ("Sub-topic 505-50"). Pursuant to ASC Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. If the Company is a newly formed corporation or shares of the Company are thinly traded the use of share prices established in the Company's most recent private placement memorandum ("PPM"), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. The fair value of share options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows: ● Expected term of share options and similar instruments: Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holder's expected exercise behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate holder's expected exercise behavior. If the Company is a newly formed corporation or shares of the Company are thinly traded the contractual term of the share options and similar instruments is used as the expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. ● Expected volatility of the entity's shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. ● Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company's current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. ● Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments. Pursuant to Paragraphs 505-50-25-8 and 505-50-25-9, an entity may grant fully vested, non-forfeitable equity instruments that are exercisable by the grantee only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the same manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with, or using, the equity instruments. A recognized asset, expense, or sales discount shall not be reversed if a share option and similar instrument that the counterparty has the right to exercise expires unexercised. Pursuant to ASC paragraph 505-50-30-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should be recorded. (M) Recent Accounting Pronouncements In June 2014, FASB issued Accounting Standards Update ("ASU") No. 2014-12, "Compensation Stock Compensation (Topic718); Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period". The amendments in this ASU apply to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. For all entities, the amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. Entities may apply the amendments in this ASU either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. If retrospective transition is adopted, the cumulative effect of applying this Update as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date. Additionally, if retrospective transition is adopted, an entity may use hindsight in measuring and recognizing the compensation cost. This updated guidance is not expected to have a material impact on our results of operations, cash flows or financial condition. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. In August 2014, the FASB issued Accounting Standards Update "ASU" 2014-15 on "Presentation of Financial Statements Going Concern (Subtopic 205-40) Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern". Currently, there is no guidance in U.S. GAAP about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity's ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management's plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management's plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable. |
DERIVATIVE LIABILITY_NOTES PAYA
DERIVATIVE LIABILITY/NOTES PAYABLE CONVERTIBLE DEBENTURES | 6 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
NOTE 2 - DERIVATIVE LIABILITY/NOTES PAYABLE CONVERTIBLE DEBENTURES | 1. The company at September 30, 2015 had six convertible debentures outstanding totaling $647,250 which resulted in an accrued derivative of $577,630. 2. On February 11, 2015 the Company received an OID loan in the form of a debenture for $460,000 due in seven months. The above two liabilities are shown net of discount or 839,789. |
RELATED PARTY PAYABLE
RELATED PARTY PAYABLE | 6 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
NOTE 3 - RELATED PARTY PAYABLE | At September 30, 2015 the company is obligated for unpaid officer salaries of $106,714. |
NOTE PAYABLE
NOTE PAYABLE | 6 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Note 4 - NOTE PAYABLE | The Company is obligated on the following notes: 1. Third Party Individual 55,326 2. Bank Credit Line 71,444 3. Due to Corporation net of discount of $7,336 $ 45,486 Total $ 172,256 |
GOING CONCERN
GOING CONCERN | 6 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
NOTE 5 - GOING CONCERN | As reflected in the accompanying financial statements, the Company had no revenue and had a negative equity and a material loss. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management intends to raise additional funds either through a private placement or thru the public process. Management believes that the actions presently being taken to further implement its business plan will enable the Company to continue as a going concern. While the Company believes in the viability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company's ability to further implement its business plan and generate funds. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
COMMON STOCK
COMMON STOCK | 6 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
NOTE 6 - COMMON STOCK | The Company issued 95,100 shares of common stock in the quarter ended June 30, 2015, of which 14,000 shares were for services valued at market for $56,000. 70,500 shares were issued for debt reduction of $282,000 and 10,600 shares for cash of $37,100. From July 1, 2015 to September 30, 2015 the Company issued 1,250 shares for an extension of a convertible debt consideration valued at market for an expense of $4,350. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Note 7 - SUBSEQUENT EVENTS | On March 31, 2016 the Company recognized increases to paid-in capital for convertible debt payoffs of $460,916 and recognized $354,000 in beneficial conversion feature related to financing and warrants. |
STOCK EXCHANGE AGREEMENT
STOCK EXCHANGE AGREEMENT | 6 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
NOTE 8 - STOCK EXCHANGE AGREEMENT | The Stock Exchange Agreement provided for certain material conditions to be satisfied or waived by closing, including: (i) we shall have secured at least $l,500,000 in equity financing through a private placement on terms governed by the Stock Exchange Agreement; (ii) we shall have maintained our status as a DTC eligible publicly traded company and filed all reports to the SEC required by our status as a registered reporting company; (iii) all outstanding preferred shares and any other convertible securities, warrants, and options of Gel-Del shall be converted, exercised or canceled prior to closing; (iv) Gel-Del must obtain audited financial statements complying with the requirements of U.S. federal securities laws; (v) completion and execution of post-merger employment contracts for our principal executive officers and those of Gel-Del; and (vi) election and designated positions of directors and principal officers for the post-merger combined companies. Additional terms of the Stock Exchange Agreement include guidelines for post-merger management salaries and related employment provisions, approval of a post-merger operations budget, numerous standard warranties and representations of both parties, and standard termination and indemnification provisions, all as detailed in the Stock Exchange Agreement. The Stock Exchange Agreement also requires our Chief Executive Officer, John Lai, to escrow 50% of our shares of common stock owned by him until we have either obtained $5 Million equity financing or has become listed on Nasdaq or the New York Stock Exchange. Upon satisfying one of these conditions, Mr. Lai must remain employed by us to recover his shares from escrow, provided that one-eighth of the escrowed shares will be released to him each quarter of a following two-year period. If Mr. Lai voluntarily terminates his employment or is terminated for cause during this two-year period, he must forfeit to us any remaining shares. Through this stock exchange, we acquire all of Gel-Del's technology and related patents and other intellectual property (IP) and production techniques, as well as Gel-Del's modern and secure biomedical product manufacturing facilities in St. Paul, Minnesota. Although the Stock Exchange Agreement has been closed, the shares of common stock will not be issued by us to the Gel-Del Shareholders until 20 days from the date of the mailing of the Information Statement to our shareholders of record which takes place after the filing of a definitive Information Statement with the Securities and Exchange Commission and upon the filing of the Plan of Exchange with the Nevada Secretary of State. See "-- Information Statements"). |
SUMMARY OF SIGNIFICANT ACCOUN15
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Policies) | 6 Months Ended |
Sep. 30, 2015 | |
Summary Of Significant Accounting Policies And Organization Policies | |
Basis of Presentation | The accompanying condensed consolidated financial statements are unaudited. These unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and pursuant to the rules and regulations of the SEC. Certain information and note disclosures, which are included in annual financial statements, have been omitted pursuant to these rules and regulations. We believe the disclosures made in these interim unaudited financial statements are adequate to make the information not misleading. Although these interim financial statements as and for the three and six months ended September 30, 2015 and 2014 are unaudited, in the opinion of our management, such statements include all adjustments necessary to present fairly our financial position, results of operations and cash flows for the periods presented. The results for the three months and six months ended September 30, 2015 are not necessarily indicative of the results to be expected for the year ended March 31, 2016 or for any future period. These unaudited interim financial statements should be read and considered in conjunction with our audited financial statements and the notes thereto for the year ended March 31, 2015, included in our annual report on Form 10-K filed with the SEC. PetVivo Inc. was originally incorporated under the laws of the state of Minnesota on August 1, 2013. The financials are the result of a merger between Technologies Scan Corp., a corporation incorporated in the State of Nevada on March 31, 2009 now known as PetVivo Holdings, Inc. and PetVivo Inc. For accounting purposes the Company is treating the merger as a reverse merger whereby the financials presented are those of the surviving entity, which is PetVivo. The merger occurred on March 14, 2014. PetVivo is in the business of distribution of medical devices and biomaterials for the treatment of afflictions and diseases in animals. On April 10, 2015 the Company agreed to acquire Gel-Del Technologies. Issuances of the shares to consummate the transaction are dependent on certain conditions precedent. |
Principles of Consolidation | The accompanying consolidated financial statements include the accounts of PetVivo Holdings, Inc. and its wholly owned operating subsidiary, PetVivo Inc. as well as its variable interest entity (VIE) Gel-Del Technologies and its subsidiary Cosmeta Corp. Inc. All intercompany accounts have been eliminated upon consolidation. The consolidation including the VIE is included due to the fact that PetVivo controls the entity as well as the fact an agreement for acquisition has occurred. The accounting for the acquisition of Gel-Del Technologies on April 10, 2015 was as follows: The Company will issue 4,150,000 shares valued at market at $4.02 per share, which equaled $16,683,000 on the date of closing. The assets of Gel-Del equaled $295,716 and its liabilities were $2,295,462 or a difference of $1,999,746 that resulted in a total purchase consideration of $18,682,746, which was allocated between goodwill and the value of patents & trademarks. |
Use of Estimates | In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include estimated useful lives and potential impairment of property and equipment, estimate of fair value of share based payments and derivative instruments and recorded debt discount, valuation of deferred tax assets and valuation of in-kind contribution of services and interest. |
Cash and Cash Equivalents | The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At September 30, 2015 and March 31, 2015, the Company had no cash equivalents. |
Loss Per Share | In accordance with the accounting guidance now codified as FASB ASC Topic 260, "Earnings per Share" basic loss per share is computed by dividing net loss by weighted average number of shares of common stock outstanding during each period. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. |
Revenue Recognition | The Company will recognize revenue on arrangements in accordance with FASB ASC No. 605, "Revenue Recognition". In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. |
Fair value of financial instruments | The Company applies the accounting guidance under Financial Accounting Standards Board ("FASB") ASC 820-10, "Fair Value Measurements" The guidance also establishes a fair value hierarchy for measurements of fair value as follows: ● Level 1 - quoted market prices in active markets for identical assets or liabilities. ● Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company's financial instruments consist of accounts payable, accrued expenses, notes payable, notes payable - related party, loan payable - related party and convertible notes payable. The carrying amount of the Company's financial instruments approximates their fair value as of September 30, 2015 and March 31, 2015, due to the short-term nature of these instruments. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The valuation of the Company's notes recorded at fair value is determined using Level 3 inputs, which consider (i) time value, (ii) current market and (iii) contractual prices. The following table represents the Company's assets and liabilities by level measured at fair value on a recurring basis at September 30, 2015: Description Level 1 Level 2 Level 3 Notes payable at fair value $ $ $ 839,789 The following assets and liabilities are measured on the consolidated balance sheets at fair value on a recurring basis utilizing significant unobservable inputs or Level 3 assumptions in their valuation. The following tables provide a reconciliation of the beginning and ending balances of the liabilities: Fair Value April 1, 2015 Change in fair Value New Convertible Notes Conversions Fair Value Sept. 30, 2015 Notes payable at fair value $ 189,325 $ 330,214 $ 524,750 $ (204,500 ) $ 839,789 |
Embedded Conversion Features | The Company evaluates embedded conversion features within convertible debt under ASC 815 "Derivatives and Hedging" to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 "Debt with Conversion and Other Options" for consideration of any beneficial conversion features. |
Derivative Financial Instruments | Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model. |
Beneficial Conversion Feature | For conventional convertible debt where the rate of conversion is below market value, the Company records a "beneficial conversion feature" ("BCF") and related debt discount. When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument (offset to additional paid in capital) and amortized to interest expense over the life of the debt. |
Debt Issue Costs and Debt Discount | The Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. |
Stock-Based Compensation - Non Employees | Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of Sub-topic 505-50 of the FASB Accounting Standards Codification ("Sub-topic 505-50"). Pursuant to ASC Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. If the Company is a newly formed corporation or shares of the Company are thinly traded the use of share prices established in the Company's most recent private placement memorandum ("PPM"), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. The fair value of share options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows: ● Expected term of share options and similar instruments: Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holder's expected exercise behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate holder's expected exercise behavior. If the Company is a newly formed corporation or shares of the Company are thinly traded the contractual term of the share options and similar instruments is used as the expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. ● Expected volatility of the entity's shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. ● Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company's current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. ● Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments. Pursuant to Paragraphs 505-50-25-8 and 505-50-25-9, an entity may grant fully vested, non-forfeitable equity instruments that are exercisable by the grantee only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the same manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with, or using, the equity instruments. A recognized asset, expense, or sales discount shall not be reversed if a share option and similar instrument that the counterparty has the right to exercise expires unexercised. Pursuant to ASC paragraph 505-50-30-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should be recorded. |
Recent Accounting Pronouncements | In June 2014, FASB issued Accounting Standards Update ("ASU") No. 2014-12, "Compensation Stock Compensation (Topic718); Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period". The amendments in this ASU apply to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. For all entities, the amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. Entities may apply the amendments in this ASU either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. If retrospective transition is adopted, the cumulative effect of applying this Update as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date. Additionally, if retrospective transition is adopted, an entity may use hindsight in measuring and recognizing the compensation cost. This updated guidance is not expected to have a material impact on our results of operations, cash flows or financial condition. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. In August 2014, the FASB issued Accounting Standards Update "ASU" 2014-15 on "Presentation of Financial Statements Going Concern (Subtopic 205-40) Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern". Currently, there is no guidance in U.S. GAAP about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity's ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management's plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management's plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition. All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable. |
SUMMARY OF SIGNIFICANT ACCOUN16
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Tables) | 6 Months Ended |
Sep. 30, 2015 | |
Summary Of Significant Accounting Policies And Organization Tables | |
Fair value on a recurring basis | Description Level 1 Level 2 Level 3 Notes payable at fair value $ $ $ 839,789 |
Significant unobservable inputs | Fair Value April 1, 2015 Change in fair Value New Convertible Notes Conversions Fair Value Sept. 30, 2015 Notes payable at fair value $ 189,325 $ 330,214 $ 524,750 $ (204,500 ) $ 839,789 |
NOTE PAYABLE (Table)
NOTE PAYABLE (Table) | 6 Months Ended |
Sep. 30, 2015 | |
Note Payable Table | |
Note Payable | 1. Third Party Individual 55,326 2. Bank Credit Line 71,444 3. Due to Corporation net of discount of $7,336 $ 45,486 Total $ 172,256 |
SUMMARY OF SIGNIFICANT ACCOUN18
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Details) - USD ($) | Sep. 30, 2015 | Mar. 31, 2015 |
Notes payable at fair value | $ 839,789 | $ 189,325 |
Level 1 | ||
Notes payable at fair value | ||
Level 2 | ||
Notes payable at fair value | ||
Level 3 | ||
Notes payable at fair value | $ 839,789 |
SUMMARY OF SIGNIFICANT ACCOUN19
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Details 1) | 6 Months Ended |
Sep. 30, 2015USD ($) | |
Summary Of Significant Accounting Policies And Organization Details 1 | |
Notes payable at fair value | $ 189,325 |
Change in fair value | 330,214 |
New convertible notes | 524,750 |
Conversions | (204,500) |
Notes payable at fair value | $ 839,789 |
DERIVATIVE LIABILITY_NOTES PA20
DERIVATIVE LIABILITY/NOTES PAYABLE CONVERTIBLE DEBENTURES (Details Narrative) - USD ($) | Sep. 30, 2015 | Mar. 31, 2015 |
Derivative Liabilitynotes Payable Convertible Debentures Details Narrative | ||
Convertible debentures outstanding | $ 647,250 | |
Derivative liability | 577,630 | $ 285,732 |
Convertible Notes Payable, net of discount | $ 839,789 | $ 189,235 |
RELATED PARTY PAYABLE (Details
RELATED PARTY PAYABLE (Details Narrative) | 6 Months Ended |
Sep. 30, 2015USD ($) | |
Related Party Payable Details Narrative | |
Unpaid officer salaries | $ 106,714 |
NOTE PAYABLE (Details)
NOTE PAYABLE (Details) - USD ($) | Sep. 30, 2015 | Mar. 31, 2015 |
Note Payable Details | ||
Third Party Individual | $ 55,326 | |
Bank Credit Line | 71,444 | |
Due to Corporation net of discount of $7,336 | 45,486 | |
Total | $ 172,256 | $ 55,326 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) | 3 Months Ended |
Sep. 30, 2015USD ($)shares | |
Common Stock Details Narrative | |
Common stock issued | shares | 1,250 |
Convertible debt consideration valued for expense | $ | $ 4,350 |