Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Sep. 30, 2017 | Jan. 31, 2018 | |
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, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 18,279,075 | |
Trading Symbol | PETV | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2017 | Mar. 31, 2017 |
Current Assets | ||
Cash and cash equivalents | $ 193,159 | $ 25,434 |
Accounts receivable | 653 | 163 |
Prepaids | 9,734 | 8,590 |
Security Deposit | 8,201 | |
Total Current Assets | 211,747 | 34,187 |
Property and Equipment: | ||
Property & equipment | 103,504 | 103,503 |
Less: accumulated depreciation | (103,234) | (103,054) |
Total Fixed Assets | 270 | 449 |
Other Assets: | ||
Trademark and patents-net | 1,549,299 | 1,862,301 |
Total Other Assets | 1,549,299 | 1,862,301 |
Total Assets | 1,761,316 | 1,896,937 |
Current Liabilities | ||
Accounts payable & accrued expenses | 1,210,410 | 643,890 |
Note payable and accrued interest-related party | 202,770 | 197,055 |
Notes payable and line of credit loan | 121,826 | 131,247 |
Convertible notes payable | 112,491 | 105,000 |
Total Current Liabilities | 1,647,497 | 1,077,192 |
Stockholders' Equity: | ||
Common stock, par value $0.001, 250,000,000 shares authorized, issued 17,370,934 and 9,321,306 shares outstanding at September 30, 2017 and March 31, 2017 | 17,371 | 9,322 |
Common stock to be issued | 4,778 | 1,349,919 |
Additional Paid-In Capital | 46,324,973 | 30,567,761 |
Accumulated Deficit | (46,233,303) | (45,410,816) |
Total Stockholders' Equity | 113,819 | (13,483,814) |
Non-Controlling Interest | 14,303,559 | |
Total Stockholders' Equity | 113,819 | 819,745 |
Total Liabilities and Stockholders' Equity | $ 1,761,316 | $ 1,896,937 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2017 | Mar. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 17,370,934 | 9,321,306 |
Common stock, shares outstanding | 17,370,934 | 9,321,306 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Revenues | $ 327 | $ 2,907 | $ 1,510 | $ 4,916 |
Cost of Sales | ||||
Gross Profit | 327 | 2,907 | 1,510 | 4,916 |
Operating Expenses: | ||||
Research and Development | 22,293 | 69,546 | 46,159 | 75,043 |
General and Administration | 291,136 | 14,673,540 | 751,774 | 15,144,805 |
Total Operating Expenses | 313,429 | 14,743,086 | 797,933 | 15,219,848 |
Operating Loss | (313,102) | (14,740,179) | (796,423) | (15,214,932) |
Other Income (Expense) | ||||
Gain on Settlement of Debt | 24,460 | |||
Interest Expense | (8,354) | (6,854) | (26,064) | (167,016) |
Total Other Income (Expense) | (8,354) | (6,854) | (26,064) | (142,556) |
Net Loss before taxes | (321,456) | (14,747,033) | (822,487) | (15,357,488) |
Income Tax Provision | ||||
Net Loss | (321,456) | (14,747,033) | (822,487) | (15,357,488) |
Net Loss Attributable To Non-Controlling Interest | 268,595 | 547,702 | ||
Net loss attributable to PetVivo | $ (321,456) | $ (14,478,438) | $ (822,487) | $ (14,809,786) |
Net Loss Per Share- Basic And Diluted | $ (0.02) | $ (1.60) | $ (0.06) | $ (1.65) |
Weighted Average Common Shares Outstanding-Basic And Diluted | 17,292,456 | 9,023,564 | 14,327,965 | 8,958,410 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Non-controlling Interest [Member] | Stock to be Issued [Member] | Shareholder Receivable [Member] | Total |
Balance at Mar. 31, 2016 | $ 7,931 | $ 28,224,376 | $ (29,879,283) | $ 15,280,865 | $ 1,576,649 | $ 15,210,538 | |
Balance, shares at Mar. 31, 2016 | 7,931,639 | ||||||
Common stock to be issued | 1,349,919 | 1,349,919 | |||||
Common shares issued to settle debt | $ 789 | 1,575,860 | (1,576,649) | ||||
Common shares issued to settle debt, shares | 788,325 | ||||||
Common stock issued for cash | $ 67 | 99,684 | 99,751 | ||||
Common stock issued for cash, shares | 66,500 | ||||||
Common stock issued for services | $ 438 | 382,062 | 382,500 | ||||
Common stock issued for services, shares | 437,500 | ||||||
Common shares issued for interest | $ 97 | 151,379 | 151,476 | ||||
Common shares issued for interest, shares | 97,342 | ||||||
Common stock issued for services-Gel-Del | 12,859 | 12,859 | |||||
Warrants issued for services | 134,400 | 134,400 | |||||
Net loss | (15,531,533) | (990,165) | (16,521,698) | ||||
Balance at Mar. 31, 2017 | $ 9,322 | 30,567,761 | (45,410,816) | 14,303,559 | 1,349,919 | 819,745 | |
Balance, shares at Mar. 31, 2017 | 9,321,306 | ||||||
Common stock to be issued | 406,330 | 406,330 | |||||
Common stock issued for cash | $ 120 | 41,880 | (42,000) | ||||
Common stock issued for cash, shares | 120,000 | ||||||
Common stock issued for services | $ 379 | 156,446 | (156,825) | ||||
Common stock issued for services, shares | 379,500 | ||||||
Common shares issued for interest | |||||||
Common stock issued for services-Gel-Del | 32,171 | 32,171 | |||||
Common stock issued to reduce accrued salaries | $ 2,100 | 1,207,819 | (1,209,919) | ||||
Common stock issued to reduce accrued salaries, shares | 2,100,128 | ||||||
Shareholder receivable | (342,727) | (342,727) | |||||
Warrant compensation | 20,787 | 20,787 | |||||
Change in ownership in VIE | $ 5,450 | 14,330,280 | (14,335,730) | ||||
Change in ownership in VIE, shares | 5,450,000 | ||||||
Net loss | (822,487) | (822,487) | |||||
Balance at Sep. 30, 2017 | $ 17,371 | $ 46,324,973 | $ (46,233,303) | $ 347,505 | $ (342,727) | $ 113,819 | |
Balance, shares at Sep. 30, 2017 | 17,370,934 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Mar. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Net Loss For The Period | $ (321,456) | $ (14,747,033) | $ (822,487) | $ (15,357,488) | $ (16,521,698) |
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: | |||||
Stock issued for services | 118,825 | 232,501 | |||
Stock issued for interest | 151,476 | (151,476) | |||
Depreciation and amortization | 323,582 | 419,982 | |||
Goodwill and patent impairment loss | 14,081,031 | ||||
Forgiveness of debt | (24,460) | ||||
Changes in Operating Assets and Liabilities | |||||
Increase (decrease) in prepaid expense | (1,143) | 23,570 | |||
Decrease in advances and receivables | (490) | (407) | |||
Increase in accounts payable and accrued expense | 459,219 | 389,854 | |||
Net Cash Provided By (Used In) Operating Activities | 77,506 | (83,941) | |||
CASH FLOWS FROM INVESTING ACTIVITIES | |||||
Increase in security deposit | (8,201) | ||||
Change in Assets | (10,401) | (27,478) | |||
Net Cash Used in Investing Activities | (18,602) | (27,478) | |||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Proceeds from stock sale | 42,000 | 99,750 | |||
Increase in convertible notes payable | 7,491 | ||||
Increase in notes to related parties | 3,563 | ||||
Proceeds from loan | 7,500 | ||||
Common stock subscribed | 74,562 | 60,000 | |||
Repayments of convertible notes | (35,000) | ||||
Repayments of loans and line of credit | (15,232) | (19,137) | |||
Net Cash Provided by Financing Activities | 108,821 | 116,676 | |||
Net Increase in Cash | 167,725 | 5,257 | |||
Cash at Beginning of Period | 25,434 | 258 | 258 | ||
Cash at End of Period | $ 193,159 | $ 5,515 | 193,159 | 5,515 | $ 25,434 |
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 for accrued salaries | 1,209,919 | ||||
Change in variable interest equity | $ 14,335,730 |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Organization | 6 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Significant Accounting Policies and Organization | NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (A) Basis of Presentation PetVivo Holdings, Inc. (the “Company”) was incorporated in Nevada under a former name in 2009, and entered its current business in 2014 through a stock exchange reverse merger with PetVivo, Inc., a Minnesota corporation. This merger resulted in Minnesota PetVivo becoming a wholly-owned subsidiary of the Company. In April 2017, the Company acquired another Minnesota corporation, Gel-Del Technologies, Inc., through a statutory merger, which is also a wholly owned subsidiary of the Company. 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 at September 30, 2017 and for the six months ended September 30, 2017 and 2016 are unaudited, in the opinion of our management, such statements include all adjustments (consisting of normal recurring entries) necessary to present fairly our financial position, results of operations and cash flows for the periods presented. The results for the three months ended September 30, 2017 are not necessarily indicative of the results to be expected for the year ended March 31, 2018 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, 2017, included in our annual report on Form 10-K filed with the SEC. The Company is in the business of distribution of medical devices and biomaterials for the treatment of afflictions and diseases in animals. The Company’s management development and other operations are conducted from its headquarter facilities in suburban Minneapolis, Minnesota. (B) Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its two wholly-owned Minnesota corporations. All intercompany accounts have been eliminated upon consolidation. The accounting for the acquisition of Gel-Del Technologies, began with the closing of the Security Exchange Agreement on April 10, 2015 and completed with the Agreement and Plan of Merger on April 10, 2017, with the Company’s previously issued 5,450,000 shares valued at market at $0.40 per share, which equaled $2,180,000 on the date of completion (April 10, 2017). (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, 2017, the Company had $193,159 in cash equivalents. (E) Concentration-Risk The Company maintains its cash with various financial institutions, which at times may exceed federally insured limits. (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. (G) Patents and Trademarks The company capitalizes direct costs for the maintenance and advancement of their patents and trademarks and amortizes these costs over a useful life of 60 months. (H) Loss 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. The Company has 883,250 warrants outstanding as of September 30, 2017 with varying exercise prices ranging from $3.50 to $0.30/share. The weighted average exercise price for these warrants is $ 0.63 per share. These warrants are excluded from the weighted average number of shares because they are considered anti-dilutive. (I) 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. Revenues consist of Kush product sales to veterinary clinics. (J) Research and Development The Company expenses research and development costs as incurred. (K) 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 receivable, accounts payable, accrued expenses, notes payable, notes payable - related party, and convertible notes payable. The carrying amount of the Company’s financial instruments approximates their fair value as of September 30, 2017 and March 31, 2017, 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 Company had no assets and liabilities measured at fair value on a recurring basis at September 30, 2017 and March 31, 2017. (L)Recent Accounting Pronouncements The FASB issued ASC 606 as guidance on the recognition of revenue from contracts with customers in May 2014 with amendments in 2015 and 2016. Revenue recognition will depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented, or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The company will adopt the guidance on April 1, 2018 and apply the cumulative catchup transition method. The transition adjustment to be recorded to stockholders’ equity upon adoption of the new standard is not expected to be material. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Topic 842 affects any entity that enters into a lease, with some specified scope exemptions. The guidance in this ASU supersedes Topic 840, Leases. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use (“ROU”) asset representing its right to use the underlying asset for the lease term. For public companies, the amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company expects to recognize ROU assets and related obligations upon adoption of ASU 2016-02. All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable. |
Convertible Notes Payable
Convertible Notes Payable | 6 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | NOTE 2 - CONVERTIBLE NOTES PAYABLE The Company has one convertible note outstanding as of September 30, 2017 in the amount of $105,000 plus accrued interest of $7,491. The note terms include: twelve percent annual interest rate with the stipulation including upon completion of the Company’s next qualified equity financing round the note holder shall be allowed to exchange this note pursuant to the same terms and conditions offered in the qualified offering. |
Related Party Payable
Related Party Payable | 6 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Payable | NOTE 3 - RELATED PARTY PAYABLE At September 30, 2017, the company is obligated for officers’ notes payable, accounts payable and accrued interest in the total amount of $202,770. The note payable to officer terms are accrual of interest at eight percent annually, with a stipulation including if the Company receives additional financing in the amount greater than $1,400,000, the Company will immediately pay the officer the principal amount of the note along with all interest due. |
Note Payable
Note Payable | 6 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Note Payable | NOTE 4 - NOTE PAYABLE The Company is obligated on the following notes at September 30, 2017: 1. Third Party Individuals $ 78,493 2. Bank Credit Line 43,333 Total $ 121,826 |
Going Concern
Going Concern | 6 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 5 - GOING CONCERN As reflected in the accompanying condensed consolidated financial statements, the Company had no significant revenue and had a negative equity and recurring material losses. 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 public offering of its equity securities. 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 its 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 raise additional funds. These 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, 2017 | |
Equity [Abstract] | |
Common Stock | NOTE 6 - COMMON STOCK From April 1, 2017 to September 30, 2017, the Company issued 8,049,628 shares of common stock of which 2,100,128 were issued to reduce accrued salaries valued at $1,209,919; 379,500 shares were for services valued at market for $156,825; and120,000 shares for cash of $42,000. In addition, 5,450,000 shares were issued as part of the Company’s merger of Gel-Del Technologies, Inc. As of September 30, 2017, the Company had 883,250 warrants outstanding. On August 5, 2015, 40,000 warrants were issued as settlement for business advising, management consulting, fund raising and public relations consulting at exercise price of $3.50/share for a five year term. On April 11, 2016, 20,000 warrants were issued as part of subscription agreements at an exercise price of $2.00/share for a term of five years. On June 7, 2016, 13,250 warrants were issued as part of a subscription agreement at an exercise price of $2.00/share for a term of five years. On September 19, 2016, 60,000 warrants were issued as part of a subscription agreement at an exercise price of $1.50/share for a term of five years. On July 28, 2017, 750,000 warrants were issued as an incentive for the President to raise operating capital and other duties at an exercise price of $0.30/share for a vesting term of two years. |
Agreement and Plan of Merger
Agreement and Plan of Merger | 6 Months Ended |
Sep. 30, 2017 | |
Agreement And Plan Of Merger | |
Agreement and Plan of Merger | NOTE 7 - AGREEMENT AND PLAN OF MERGER In April 10, 2017, the Agreement and Plan of Merger completed by the Company’s subsidiary, PetVivo Holdings Newco Inc. (“Newco”) and Gel-Del Technologies, Inc. with Gel-Del being the surviving corporation and becoming a wholly-owned subsidiary of the Company. Under the Merger Agreement, all shareholders of Gel-Del exchanged their shares for 5,540,000 shares of the Company’s restricted common stock, which represented approximately 30% of the total issued and outstanding shares of the Company’s common stock post-merger. Through this Merger, the Company acquired 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 under construction in Edina, Minnesota. |
Income Taxes
Income Taxes | 6 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 8 – INCOME TAXES The Company has not filed tax returns for 2014, 2015, 2016, and 2017. The Company’s subsidiaries, Gel-Del Technologies, Inc., and Cosmeta Corp have not filed tax returns for tax years 2013, 2014, 2015, 2016, and 2017. It should be noted that the tax liability for all the companies for those years is likely to be none or minimal as a result of net operating losses recorded in those years. Gel-Del Technologies, Inc. and Cosmeta Corp file consolidated returns. There are penalties for not filing timely returns. These penalties have not been determined at this time, however, due to the operating losses, penalties are expected to be minimal. The Company is now in the process of filing all untimely returns, which will soon be submitted as required. |
Lease and Commitments
Lease and Commitments | 6 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lease and Commitments | NOTE 9 – LEASE AND COMMITMENTS The Company entered into an eighty-four month lease for 3,577 square feet of newly constructed office, laboratory and warehouse space located in Edina, Minnesota on May 3, 2017. The base rent is $2,078 per month and the Company is responsible for its proportional share of common space expenses, property taxes, and building insurance. Future minimum rental commitments are as follows: 2017 $ 3,186 2018 24,932 2019 24,932 2020 24,932 2021 24,932 2022 24,932 2023 24,932 2024 21,774 $ 174,552 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10 – SUBSEQUENT EVENTS In September 2017, In November 2017 In December 2017 In December 2017 In December 2017 In December 2017 All of the foregoing securities issuances were unregistered and made as non-public transactions, and accordingly exempt from registration in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies and Organization (Policies) | 6 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | (A) Basis of Presentation PetVivo Holdings, Inc. (the “Company”) was incorporated in Nevada under a former name in 2009, and entered its current business in 2014 through a stock exchange reverse merger with PetVivo, Inc., a Minnesota corporation. This merger resulted in Minnesota PetVivo becoming a wholly-owned subsidiary of the Company. In April 2017, the Company acquired another Minnesota corporation, Gel-Del Technologies, Inc., through a statutory merger, which is also a wholly owned subsidiary of the Company. 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 at September 30, 2017 and for the six months ended September 30, 2017 and 2016 are unaudited, in the opinion of our management, such statements include all adjustments (consisting of normal recurring entries) necessary to present fairly our financial position, results of operations and cash flows for the periods presented. The results for the three months ended September 30, 2017 are not necessarily indicative of the results to be expected for the year ended March 31, 2018 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, 2017, included in our annual report on Form 10-K filed with the SEC. The Company is in the business of distribution of medical devices and biomaterials for the treatment of afflictions and diseases in animals. The Company’s management development and other operations are conducted from its headquarter facilities in suburban Minneapolis, Minnesota. |
Principles of Consolidation | (B) Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its two wholly-owned Minnesota corporations. All intercompany accounts have been eliminated upon consolidation. The accounting for the acquisition of Gel-Del Technologies, began with the closing of the Security Exchange Agreement on April 10, 2015 and completed with the Agreement and Plan of Merger on April 10, 2017, with the Company’s previously issued 5,450,000 shares valued at market at $0.40 per share, which equaled $2,180,000 on the date of completion (April 10, 2017). |
Use of Estimates | (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. |
Cash and Cash Equivalents | (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, 2017, the Company had $193,159 in cash equivalents. |
Concentration-Risk | (E) Concentration-Risk The Company maintains its cash with various financial institutions, which at times may exceed federally insured limits. |
Machinery & Equipment | (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. |
Patents and Trademarks | (G) Patents and Trademarks The company capitalizes direct costs for the maintenance and advancement of their patents and trademarks and amortizes these costs over a useful life of 60 months. |
Loss Per Share | (H) Loss 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. The Company has 883,250 warrants outstanding as of September 30, 2017 with varying exercise prices ranging from $3.50 to $0.30/share. The weighted average exercise price for these warrants is $ 0.63 per share. These warrants are excluded from the weighted average number of shares because they are considered anti-dilutive. |
Revenue Recognition | (I) 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. Revenues consist of Kush product sales to veterinary clinics. |
Research and Development | (J) Research and Development The Company expenses research and development costs as incurred. |
Fair Value of Financial Instruments | (K) 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 receivable, accounts payable, accrued expenses, notes payable, notes payable - related party, and convertible notes payable. The carrying amount of the Company’s financial instruments approximates their fair value as of September 30, 2017 and March 31, 2017, 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 Company had no assets and liabilities measured at fair value on a recurring basis at September 30, 2017 and March 31, 2017. |
Recent Accounting Pronouncements | (L)Recent Accounting Pronouncements The FASB issued ASC 606 as guidance on the recognition of revenue from contracts with customers in May 2014 with amendments in 2015 and 2016. Revenue recognition will depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented, or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The company will adopt the guidance on April 1, 2018 and apply the cumulative catchup transition method. The transition adjustment to be recorded to stockholders’ equity upon adoption of the new standard is not expected to be material. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Topic 842 affects any entity that enters into a lease, with some specified scope exemptions. The guidance in this ASU supersedes Topic 840, Leases. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use (“ROU”) asset representing its right to use the underlying asset for the lease term. For public companies, the amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company expects to recognize ROU assets and related obligations upon adoption of ASU 2016-02. All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable. |
Note Payable (Tables)
Note Payable (Tables) | 6 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Summary of Note Payable | The Company is obligated on the following notes at September 30, 2017: 1. Third Party Individuals $ 78,493 2. Bank Credit Line 43,333 Total $ 121,826 |
Lease and Commitments (Tables)
Lease and Commitments (Tables) | 6 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Commitments | Future minimum rental commitments are as follows: 2017 $ 3,186 2018 24,932 2019 24,932 2020 24,932 2021 24,932 2022 24,932 2023 24,932 2024 21,774 $ 174,552 |
Summary of Significant Accoun20
Summary of Significant Accounting Policies and Organization (Details Narrative) - USD ($) | Apr. 10, 2017 | Sep. 30, 2017 | Jul. 28, 2017 | Sep. 19, 2016 | Jun. 07, 2016 | Apr. 11, 2016 | Aug. 05, 2015 |
Cash equivalents | $ 193,159 | ||||||
Estimated useful life of assets | 5 years | ||||||
Warrants outstanding | 883,250 | 750,000 | 60,000 | 13,250 | 20,000 | 40,000 | |
Weighted average exercise price of warrants price per share | $ 0.63 | $ 0.30 | $ 1.50 | $ 2 | $ 2 | $ 3.50 | |
Patents And Trademarks [Member] | |||||||
Estimated useful life of assets | 60 months | ||||||
Equipment [Member] | |||||||
Estimated useful life of assets | 3 years | ||||||
Automobiles [Member] | |||||||
Estimated useful life of assets | 5 years | ||||||
Furniture and Fixtures [Member] | |||||||
Estimated useful life of assets | 7 years | ||||||
Minimum [Member] | |||||||
Weighted average exercise price of warrants price per share | $ 0.30 | ||||||
Maximum [Member] | |||||||
Weighted average exercise price of warrants price per share | $ 3.50 | ||||||
Gel-Del Technologies [Member] | |||||||
Number of shares issued during period | 5,450,000 | ||||||
Market price per share | $ 0.40 | ||||||
Issued shares equaled value | $ 2,180,000 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) | Sep. 30, 2017USD ($) |
Debt instrument, interest rate, percentage | 8.00% |
Convertible Notes Payable [Member] | |
Convertible note face amount | $ 105,000 |
Accrued interest | $ 7,491 |
Debt instrument, interest rate, percentage | 12.00% |
Related Party Payable (Details
Related Party Payable (Details Narrative) - USD ($) | Sep. 30, 2017 | Mar. 31, 2017 |
Note payable and accrued interest | $ 202,770 | $ 197,055 |
Debt instrument, interest rate, percentage | 8.00% | |
Minimum [Member] | ||
Additional financing | $ 1,400,000 |
Note Payable - Summary of Note
Note Payable - Summary of Note Payable (Details) - USD ($) | Sep. 30, 2017 | Mar. 31, 2017 |
Debt Disclosure [Abstract] | ||
Third Party Individuals | $ 78,493 | |
Bank Credit Line | 43,333 | |
Total | $ 121,826 | $ 131,247 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | Jul. 28, 2017 | Sep. 19, 2016 | Jun. 07, 2016 | Apr. 11, 2016 | Aug. 05, 2015 | Sep. 30, 2017 | Mar. 31, 2017 |
Stock issued to reduce accrued salaries | |||||||
Number of shares issued during period | $ (99,751) | ||||||
Number of shares issued during period for services | |||||||
Number of shares issued during period for services, value | $ (382,500) | ||||||
Warrants outstanding | 750,000 | 60,000 | 13,250 | 20,000 | 40,000 | 883,250 | |
Exercise price per share of warrants | $ 0.30 | $ 1.50 | $ 2 | $ 2 | $ 3.50 | $ 0.63 | |
Warrant term | 2 years | 5 years | 5 years | 5 years | 5 years | ||
Common Stock [Member] | |||||||
Number of shares issued, shares | 8,049,628 | ||||||
Number of shares issued during period, shares | 120,000 | 66,500 | |||||
Stock issued to reduce accrued salaries, shares | 2,100,128 | ||||||
Stock issued to reduce accrued salaries | $ 2,100 | ||||||
Number of shares issued during period | $ (120) | $ (67) | |||||
Number of shares issued during period for services | 379,500 | 437,500 | |||||
Number of shares issued during period for services, value | $ (379) | $ (438) | |||||
Stock Issued During Period, Shares, Acquisitions | 5,450,000 | ||||||
Stock to be Issued [Member] | |||||||
Stock issued to reduce accrued salaries | $ (1,209,919) | ||||||
Number of shares issued during period | 42,000 | ||||||
Number of shares issued during period for services, value | $ 156,825 |
Agreement and Plan of Merger (D
Agreement and Plan of Merger (Details Narrative) | Apr. 10, 2017shares |
Agreement And Plan Of Merger | |
Capital stock exchanged for restricted common stock | 5,540,000 |
Acquisition of common stock issued and outstanding, percentage | 30.00% |
Lease and Commitments (Details
Lease and Commitments (Details Narrative) | 6 Months Ended |
Sep. 30, 2017USD ($)ft² | |
Commitments and Contingencies Disclosure [Abstract] | |
Area of land | ft² | 3,577 |
Rent expense | $ | $ 2,078 |
Lease and Commitments - Schedul
Lease and Commitments - Schedule of Future Minimum Rental Commitments (Details) | Sep. 30, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,017 | $ 3,186 |
2,018 | 24,932 |
2,019 | 24,932 |
2,020 | 24,932 |
2,021 | 24,932 |
2,022 | 24,932 |
2,023 | 24,932 |
2,024 | 21,774 |
Future minimum rental commitments | $ 174,552 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2017 | Sep. 30, 2017 | Mar. 31, 2017 | Nov. 30, 2017 | Jul. 28, 2017 | Sep. 19, 2016 | Jun. 07, 2016 | Apr. 11, 2016 | Aug. 05, 2015 |
Number of common shares issued for services | |||||||||||
Number of common shares issued for services, value | $ 382,500 | ||||||||||
Purchase warrants price per unit | $ 0.63 | $ 0.63 | $ 0.30 | $ 1.50 | $ 2 | $ 2 | $ 3.50 | ||||
Minimum [Member] | |||||||||||
Purchase warrants price per unit | 0.30 | 0.30 | |||||||||
Maximum [Member] | |||||||||||
Purchase warrants price per unit | $ 3.50 | $ 3.50 | |||||||||
Subsequent Event [Member] | |||||||||||
Common stock subscription receivable | $ 342,727 | ||||||||||
Increase in warrants | $ 60,000 | ||||||||||
Subsequent Event [Member] | Private Offering [Member] | |||||||||||
Number of common stock shares issued | 1,500,000 | ||||||||||
Proceeds from private offering | $ 525,000 | ||||||||||
Purchase warrants shares | 1,500,000 | 1,500,000 | |||||||||
Purchase warrants price per unit | $ 0.35 | $ 0.35 | |||||||||
Subsequent Event [Member] | Another Private Offering [Member] | |||||||||||
Proceeds from private offering | $ 250,000 | ||||||||||
Purchase warrants price per unit | $ 1 | 1 | |||||||||
Subsequent Event [Member] | Gel Del Technologies Inc [Member] | |||||||||||
Number of common stock shares issued | 5,450,000 | ||||||||||
Subsequent Event [Member] | Minimum [Member] | |||||||||||
Purchase warrants price per unit | 1 | 1 | |||||||||
Subsequent Event [Member] | Maximum [Member] | |||||||||||
Purchase warrants price per unit | $ 1.50 | $ 1.50 | |||||||||
Subsequent Event [Member] | Patrick Howell [Member] | |||||||||||
Number of common shares issued for services | 2,000 | ||||||||||
Number of common shares issued for services, value | $ 3,000 |