Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Jun. 30, 2016 | Aug. 29, 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 | Jun. 30, 2016 | |
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? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 8,991,306 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,017 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Jun. 30, 2016 | Mar. 31, 2016 |
Current Assets | ||
Cash and Cash Equivalents | $ 522 | $ 258 |
Accounts Receivable | 1,014 | |
Employee Advance | 22,063 | 15,900 |
Prepaids | 13,454 | 19,121 |
Total Current Assets | 37,053 | 35,279 |
Property and Equipment: | ||
Property & equipment | 103,504 | 103,504 |
Less: accumulated depreciation | (102,786) | (102,694) |
Total Fixed Assets | 718 | 810 |
Other Assets: | ||
Goodwill | 13,407,693 | 13,407,693 |
Trademark and Patents-Net | 3,047,930 | 3,245,662 |
Total Other Assets | 16,455,623 | 16,653,355 |
Total Assets | 16,493,394 | 16,689,444 |
Current Liabilities: | ||
Accounts Payable and Accrued Expenses | 1,248,233 | 1,063,538 |
Note Payable and accrued interest - Related Party | 198,751 | 193,370 |
Notes payable | 152,598 | 165,849 |
Convertible Notes Payable, net of discount of $3,311 at March 31, 2016 | 31,689 | |
Derivative Liability | 24,460 | |
Total Current Liabilities | 1,599,582 | 1,478,906 |
Stockholders' equity: | ||
Common Stock, par value $0.001, 250,000,000 shares authorized, issued 8,884,806 and 7,931,639 outstanding at June 30, 2016 and March 31, 2016 | 8,885 | 7,931 |
Common Stock to be issued | 39,750 | 1,576,649 |
Additional Paid-In Capital | 30,054,047 | 28,224,376 |
Accumulated Deficit | (30,210,630) | (29,879,283) |
Total Petvivo Stockholders' (Deficit) Equity | (107,948) | (70,327) |
Noncontrolling interest | 15,001,760 | 15,280,865 |
Total stockholder's equity | 14,893,812 | 15,210,538 |
Total Liabilities and Stockholders' (Deficit) Equity | $ 16,493,394 | $ 16,689,444 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - USD ($) | Jun. 30, 2016 | Mar. 31, 2016 |
Balance Sheets Parenthetical | ||
Convertible Notes Payable, net of discount | $ 3,311 | $ 3,311 |
Stockholders' Equity: | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 250,000,000 | 250,000,000 |
Common Stock, Shares Issued | 8,884,806 | 7,931,639 |
Common Stock, Shares Outstanding | 8,884,806 | 7,931,639 |
STATEMENTS OF OPERATIONS (Unaud
STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Statements Of Operations | ||
Revenues | $ 2,009 | $ 75,000 |
Cost of Sales | ||
Gross Profit | 2,009 | 75,000 |
Operating Expenses: | ||
Research and Development | 5,497 | 57,436 |
General and Administration | 622,738 | 1,027,166 |
Total Operating Expenses | 628,235 | 1,084,602 |
Operating Loss | (626,226) | (1,009,602) |
Other Income (Expense) | ||
Gain on Settlement of Debt and Derivative | 24,460 | 154,644 |
Change in Fair Value of Derivatives | (21,462) | |
Interest expense | (8,686) | (102,470) |
Amortization of Issue Costs | (454,471) | |
Total Other Income (Expense) | 15,774 | (423,759) |
Net Loss before taxes | (610,452) | (1,433,361) |
Income Tax Provision | ||
Net Loss | (610,452) | (1,433,361) |
Net loss attributable to noncontrolling Interest | 279,105 | 59,296 |
Net loss attributable to Petvivo | $ (331,347) | $ (1,374,065) |
Net loss per share- basic and diluted | $ (0.04) | $ (0.18) |
Weighted average common shares outstanding- basic and diluted | 8,761,823 | 7,616,661 |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Retained Earnings | Non- controlling Interest | Stock to be Issued | 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 | $ 149 | 555,101 | 555,250 | |||
Common stock issued for services, Shares | 149,000 | |||||
Common shares issued to settle liabilities, Amount | $ 71 | 281,929 | 282,000 | |||
Common shares issued to settle liabilities, Shares | 70,500 | |||||
Issuance of Gel Del preferred stock for cash | 100,005 | 100,005 | ||||
Write off of Preacquisition liabilities | (423,282) | (423,282) | ||||
Common stock to be issued for conversion of debt | 1,576,649 | 1,576,649 | ||||
Stock issued to extend debt, Amount | $ 1 | 4,349 | 4,350 | |||
Stock issued to extend debt, Shares | 1,250 | |||||
Settlement of derivative liabilities | 427,870 | 427,870 | ||||
Inducement convert debt | 536,943 | 536,943 | ||||
Exercise of Gel Del common stock options | 195 | 195 | ||||
Net Loss | (3,651,744) | (1,079,053) | (4,730,797) | |||
Ending Balance, Amount at Mar. 31, 2016 | $ 7,931 | 28,224,376 | (29,879,283) | 15,280,865 | 1,576,649 | 15,210,538 |
Ending Balance, Shares at Mar. 31, 2016 | 7,931,639 | |||||
Common stock issued for cash, Amount | $ 40 | 59,960 | 60,000 | |||
Common stock issued for cash, Shares | 40,000 | |||||
Common stock issued for services, Amount | $ 125 | 193,851 | 193,976 | |||
Common stock issued for services, Shares | 124,842 | |||||
Stock issued to reduce debt, Amount | $ 789 | 1,575,860 | (1,576,649) | |||
Stock issued to reduce debt, Shares | 788,325 | |||||
Stock to be issued | 39,750 | 39,750 | ||||
Net Loss | (331,347) | (279,105) | (610,452) | |||
Ending Balance, Amount at Jun. 30, 2016 | $ 8,885 | $ 30,054,047 | $ (30,210,630) | $ 15,001,760 | $ 39,750 | $ 14,893,812 |
Ending Balance, Shares at Jun. 30, 2016 | 8,884,806 |
STATEMENTS OF CASH FLOWS (Unaud
STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | Mar. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss for the period | $ (610,452) | $ (1,433,361) | $ (4,730,797) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Stock issued for services | 193,976 | 56,000 | |
Depreciation and amortization | 197,824 | 24,125 | |
Amortization of debt issue cost | 3,311 | 513,767 | |
Derivative (gain) or loss adjustment | (24,460) | 21,462 | |
Forgiveness of Debt | (229,644) | ||
License | 488,000 | ||
Changes in Operating Assets and Liabilities | |||
Increase in advances and receivables | (7,177) | ||
Decrease in prepaid expense | 5,667 | 124,682 | |
Increase in accounts payable and accrued expense | 190,076 | 53,688 | |
Net Cash Used in Operating Activities | (51,235) | (381,281) | |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Change of assets | |||
Net Cash (Used in) Provided by Investing Activities | |||
CASH FLOW FROM FINANCING ACTIVITIES: | |||
Proceeds from stock | 60,000 | 37,100 | |
Proceeds from convertible notes | 524,750 | ||
Cash received from common stock subscription | 39,750 | ||
Repayments of convertible notes | (35,000) | ||
Repayments of loan | (13,251) | (204,500) | |
Net Cash Provided by Financing Activities | 51,499 | 357,350 | |
Net Increase (Decrease) in Cash | 264 | (23,931) | |
Cash at Beginning of Period | 258 | 39,863 | 39,863 |
Cash at End of Period | 522 | 15,932 | $ 258 |
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 | 1,576,649 | 1,362,246 | |
Shares issued as payment for accrued salaries | $ 282,000 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION | 3 Months Ended |
Jun. 30, 2016 | |
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 months ended June 30, 2016 and 2015 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 ended June 30, 2016 are not necessarily indicative of the results to be expected for the year ended March 31, 2017 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, 2016, 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 that, which is PetVivo Holdings, Inc. 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. The issuances of the shares to consummate the transaction has not been finalized however the financials presented are those of the combined entities under common control. (B) Principles of Consolidation The accompanying condensed 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, Inc. and its subsidiary, Cosmeta Corp. 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 June 30, 2016 and March 31, 2016, the Company had no cash equivalents. (E) Concentration-Risk The Company maintains its cash with various financial institutions, which may exceed federally insured limits throughout the period. (F) Machinery & Equipment Machinery and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation of furniture fixtures and equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful life of five (3) years for equipment, (5) years for automobile, and (7) years for furniture and fixtures. Upon sale or retirement of computer equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations. (G) Patents and Trademarks The company capitalizes direct costs for their maintenance and advancement of their patents and trademarks and amortize these costs over a useful life of 60 months. (H) Income Taxes The Company accounts for income taxes under ASC Topic 740. Deferred tax assets and liabilities are determined based upon differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (Section 740-10-25) with regards to uncertainty in income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its assets and/or liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. The Company is not currently under examination by any federal or state jurisdiction. The Company's policy is to record tax-related interest and penalties as a component of operating expenses. (I) 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. (J) 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. (K) Research and Development The Company expenses research and development costs as incurred. (L) 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 June 30, 2016 and March 31, 2016, 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 June 30, 2016: Description Level 1 Level 2 Level 3 Notes payable at fair value $ - $ - $ - The following assets and liabilities are measured on the condensed 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 Change New Fair Value April 1, in fair Convertible June 30, 2016 Value Notes Payments 2016 Notes payable at fair value $ 31,689 $ 3,311 $ - $ (35,000 ) $ - (M) 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. (N) 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. (O) 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. (P) 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. (Q) 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. (R) Recent Accounting Pronouncements On March 30, 2016, the Financial Accounting Standards Board (FASB) released Accounting Standards Update on Stock Compensation Improvements to Employee Share-Based Payment Accounting (Topic 718). The objective of this update is to simplify several aspects of the accounting for employee share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The update becomes effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the new guidance to determine the impact it may have on its consolidated financial statements. The Company does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, will have a material effect on the Companys consolidated financial position, results of operations, or cash flows. |
DERIVATIVE LIABILITY_NOTES PAYA
DERIVATIVE LIABILITY/NOTES PAYABLE CONVERTIBLE DEBENTURES | 3 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
NOTE 2 - DERIVATIVE LIABILITY/NOTES PAYABLE CONVERTIBLE DEBENTURES | In April of 2016 the Companys sole convertible debenture was paid in full for $35,000. |
RELATED PARTY PAYABLE
RELATED PARTY PAYABLE | 3 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
NOTE 3 - RELATED PARTY PAYABLE | At June 30, 2016, the company is obligated for unpaid officer salaries and advances of $198,751. |
NOTE PAYABLE
NOTE PAYABLE | 3 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Note 4 - NOTE PAYABLE | The Company is obligated on the following notes: 1. Third Party Individuals 55,326 2. Bank Credit Line 70,708 3. Bank Loan 26,564 Total $ 152,598 The Company has a bank credit line available up to $75,000 At June 30, 2016 there was $4,292 of unused credit. Interest is at 6.25%. The Company is indebted on a note bearing interest at prime plus 5.5% to a bank with a monthly payment of $2,786 and expiring in January, 2017. All assets of Gel-Del are pledged as collateral. |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Jun. 30, 2016 | |
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 through 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 | 3 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
NOTE 6 - COMMON STOCK | From April 1, 2016 to June 30, 2016 the Company issued 953,142 shares of which 788,325 were issued to satisfy debt of $1,575,649, 40,000 shares for cash of $60,000 and the remainder of 124,842 shares for services valued at market for $193,976. In June 2016, the Company agreed to issue 26,500 shares for cash of $39,750. The actual shares issuance occurred in July, 2016. |
STOCK EXCHANGE AGREEMENT
STOCK EXCHANGE AGREEMENT | 3 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
NOTE 7 - 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"). |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
NOTE 8 - SUBSEQUENT EVENTS | Subsequent to June 30, 2016, the Company issued 106,500 shares of restricted common stock, which was issued as follows: i) 80,000 shares for services, and ii) 26,500 shares at a per share price of $1.50 for aggregate proceeds of $39,750 pursuant to a subscription agreement. |
SUMMARY OF SIGNIFICANT ACCOUN15
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Policies) | 3 Months Ended |
Jun. 30, 2016 | |
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 months ended June 30, 2016 and 2015 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 ended June 30, 2016 are not necessarily indicative of the results to be expected for the year ended March 31, 2017 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, 2016, 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 that, which is PetVivo Holdings, Inc. 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. The issuances of the shares to consummate the transaction has not been finalized however the financials presented are those of the combined entities under common control. |
Principles of Consolidation | The accompanying condensed 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, Inc. and its subsidiary, Cosmeta Corp. 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 June 30, 2016 and March 31, 2016, the Company had no cash equivalents. |
Concentration-Risk | The Company maintains its cash with various financial institutions, which may exceed federally insured limits throughout the period. |
Machinery & Equipment | Machinery and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation of furniture fixtures and equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful life of five (3) years for equipment, (5) years for automobile, and (7) years for furniture and fixtures. Upon sale or retirement of computer equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations. |
Patents and Trademarks | The company capitalizes direct costs for their maintenance and advancement of their patents and trademarks and amortize these costs over a useful life of 60 months. |
Income Taxes | The Company accounts for income taxes under ASC Topic 740. Deferred tax assets and liabilities are determined based upon differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (Section 740-10-25) with regards to uncertainty in income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its assets and/or liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25. The Company is not currently under examination by any federal or state jurisdiction. The Company's policy is to record tax-related interest and penalties as a component of operating expenses. |
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. |
Research and Development | The Company expenses research and development costs as incurred. |
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 June 30, 2016 and March 31, 2016, 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 June 30, 2016: Description Level 1 Level 2 Level 3 Notes payable at fair value $ - $ - $ - The following assets and liabilities are measured on the condensed 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 Change New Fair Value April 1, in fair Convertible June 30, 2016 Value Notes Payments 2016 Notes payable at fair value $ 31,689 $ 3,311 $ - $ (35,000 ) $ - |
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 | On March 30, 2016, the Financial Accounting Standards Board (FASB) released Accounting Standards Update on Stock Compensation Improvements to Employee Share-Based Payment Accounting (Topic 718). The objective of this update is to simplify several aspects of the accounting for employee share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The update becomes effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the new guidance to determine the impact it may have on its consolidated financial statements. The Company does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, will have a material effect on the Companys consolidated financial position, results of operations, or cash flows. |
SUMMARY OF SIGNIFICANT ACCOUN16
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Tables) | 3 Months Ended |
Jun. 30, 2016 | |
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 $ - $ - $ - |
Significant unobservable inputs | Fair Value Change New Fair Value April 1, in fair Convertible June 30, 2016 Value Notes Payments 2016 Notes payable at fair value $ 31,689 $ 3,311 $ - $ (35,000 ) $ - |
NOTE PAYABLE (Tables)
NOTE PAYABLE (Tables) | 3 Months Ended |
Jun. 30, 2016 | |
Note Payable Tables | |
Note Payable | 1. Third Party Individuals 55,326 2. Bank Credit Line 70,708 3. Bank Loan 26,564 Total $ 152,598 |
SUMMARY OF SIGNIFICANT ACCOUN18
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Details) - USD ($) | Jun. 30, 2016 | Mar. 31, 2016 |
Notes payable at fair value | $ 31,689 | |
Level 1 | ||
Notes payable at fair value | ||
Level 2 | ||
Notes payable at fair value | ||
Level 3 | ||
Notes payable at fair value |
SUMMARY OF SIGNIFICANT ACCOUN19
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Details 1) | 3 Months Ended |
Jun. 30, 2016USD ($) | |
Summary Of Significant Accounting Policies And Organization Details 1 | |
Notes payable at fair value | $ 31,689 |
Change in fair value | 3,311 |
New convertible notes | |
Payments | (35,000) |
Notes payable at fair value |
DERIVATIVE LIABILITY_NOTES PA20
DERIVATIVE LIABILITY/NOTES PAYABLE CONVERTIBLE DEBENTURES (Details Narrative) | Jun. 30, 2016USD ($) |
Derivative Liabilitynotes Payable Convertible Debentures Details Narrative | |
Convertible debentures outstanding | $ 35,000 |
RELATED PARTY PAYABLE (Details
RELATED PARTY PAYABLE (Details Narrative) - USD ($) | Jun. 30, 2016 | Mar. 31, 2016 |
Related Party Payable Details Narrative | ||
Note Payable and accrued interest - Related Party | $ 198,751 | $ 193,370 |
NOTE PAYABLE (Details)
NOTE PAYABLE (Details) - USD ($) | Jun. 30, 2016 | Mar. 31, 2016 |
Note Payable Details | ||
Third Party Individual | $ 55,326 | |
Bank Credit Line | 70,708 | |
Bank Loan | 26,564 | |
Total | $ 152,598 | $ 165,849 |
NOTE PAYABLE (Details Narrative
NOTE PAYABLE (Details Narrative) | Jun. 30, 2016USD ($) |
Note Payable Details Narrative | |
Unused credit | $ 4,292 |
Interest rate | 6.25% |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Mar. 31, 2016 | |
Common Stock Details Narrative | ||
Common stock issued | 953,142 | |
Stock issued to reduce debt, Amount | $ 1,575,649 | |
Stock issued to reduce debt, Shares | 788,325 | |
Common stock issued for cash, Amount | $ 60,000 | $ 37,100 |
Common stock issued for cash, Shares | 40,000 | |
Common stock issued for services, Amount | $ 193,976 | $ 555,250 |
Common stock issued for services, Shares | 124,842 |