PetVivo Holdings, Inc. - Quarter Report: 2014 December (Form 10-Q)

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Mark One

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2014

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File No. 333-141060

12100 Singletree Lane

Suite 186

Eden Prairie, Minnesota 55344

(Address of principal executive offices)

(612) 296-7305

(Issuer’s telephone number)

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001

(Title of Class)

Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:

* Reduced in accordance with the one for five hundred reverse stock split effected September 8, 2014.

PETVIVO HOLDINGS, INC.

FORM 10-Q

FOR THE PERIOD ENDED DECEMBER 31, 2014

INDEX

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of PetVivo Holdings Inc. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

PART I

ITEM 1. FINANCIAL STATEMENTS

PetVivo Holdings, Inc.

Consolidated Financial Statements

December 31, 2014 

The accompanying notes are an integral part of these financial statements.

PetVivo Holdings, Inc.

Consolidated Statement of Operations

The accompanying notes are an integral part of these financial statements.

The accompanying notes are an integral part of these financial statements.

PetVivo Holdings, Inc.

Notes to Financial Statements

December 31, 2014

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION 

(A) Basis of Presentation

The accompanying condensed consolidated unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.

It is management’s opinion however, that all material adjustments (consisting of normal recurring adjustments) have been made, which are necessary for a fair financial statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.

PetVivo Inc. was originally incorporated under the laws of the state of Minnesota on August 1, 2013. The financials are the result of a merger between Technologies Scan Corp., a corporation incorporated in the State of Nevada on March 31, 2009 now known as PetVivo Holdings, Inc. and PetVivo Inc. For accounting purposes the Company is treating the merger as a reverse merger whereby the financials presented are those of the surviving entity which is Petvivo. The merger occurred on March 14, 2014.

PetVivo is in the business of distribution of medical devices and bio materials for the treatment of afflictions and diseases in animals.

On November 21, 2014 the Company acquired Gel Del Technologies, Inc, a Minnesota corporation in an exchange of shares whereby Gel Del will receive 4,150,000 shares of the Company’s stock in return for all of the outstanding shares of Gel Del. Gel Del then became a wholly owned subsidiary of PetVivo.

The acquisition is contingent on a capital raise in early 2015.  Management believes this is probable and hence for accounting purposes this merger is being treated as a purchase on November 14, 2014 forward. 

Gel Del is a biomaterial and medical device development and manufacturing company with its production facilities in St. Paul Minnesota and was founded in 1999. Gel Del has developed proprietary biomaterials which simulate the body’s cellular tissue and thus can be readily and effectively utilized to manufacture implantable therapeutic medical devices.

The financials include the accounts of PetVivo for the nine months ended December 31, 2014 and for the period November 21, 2014 to December 31, 2014 for the subsidiaries corresponding with the date of the merger.

The Company’s accounting year end is March 31st, which was the year end for PetVivo Holdings, Inc.

(B) Principles of Consolidation

The accompanying 2014 condensed consolidated financial statements include the accounts of Petvivo Holdings, Inc. and its wholly owned subsidiaries, Gel Del Technologies, Inc. (from November 21, 2014, merger) and Cosmeta Corp, originally a wholl owned subsidiary of Gel Del Technologies. Cosmerta is now largely inactive. All intercompany accounts have been eliminated upon consolidation.

(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 December 31, 2014 and March 31, 2014, the Company had no cash equivalents.

(E) Loss Per Share

In accordance with the accounting guidance now codified as FASB ASC Topic 260, “Earnings per Share” basic loss per share is computed by dividing net loss by weighted average number of shares of common stock outstanding during each period. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.

The computation of basic and diluted loss per share at December 31, 2014 excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive:

(F) Operating Leases

The Company via its wholly owned subsidiary Gel Del Technologies, Inc. leases approximately various facility space under an original 10-year lease executed in February 2006 and amended in November 2010 and agreed to certain concessions. The company is deferring such concessions thru the term of the current lease which expires in February 2016. Monthly straight-line rent expense calculation is $5,084 .The rent expense under this lease is $5,478.

Deferred rent payable arising from its wholly owned subsidiary Gel Del Technologies at December 31, 2014 was $5,520 and is included under prepaid expense as a negative. a Deferred rent payable is the sum of the difference between the monthly rent payment and the straight-line monthly rent expense of an operating lease that contains escalated payments in future periods.

(G) Business Segments

The Company operates in one segment and therefore segment information is not presented.

(H) 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.

(I) Fair Value of Financial Instruments

The Company applies the accounting guidance under Financial Accounting Standards Board (“FASB”) ASC 820-10, “Fair Value Measurements”, as well as certain related FASB staff positions. This guidance defines fair value as the price that would be received from m selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact business and considers assumptions that marketplace participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance.

The guidance also establishes a fair value hierarchy for measurements of fair value as follows:

The Company's financial instruments consist of accounts payable, accrued expenses, notes payable, notes payable - related party, loan payable - related party, convertible notes payable, convertible notes payable - related party and deferred rent payable. The carrying amount of the Company's financial instruments approximates their fair value as of December 31, 2014 and March 31, 2014, due to the short-term nature of these instruments.

The Company accounts for its derivative liabilities, at fair value, on a recurring basis under level 3.

(J) 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.

(K) 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.

(L) 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.

(M) 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.

(N) 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:

Pursuant to ASC paragraph 505-50-25-7, if fully vested, non-forfeitable equity instruments are issued at the date the grantor and grantee enter into an agreement for goods or services (no specific performance is required by the grantee to retain those equity instruments), then, because of the elimination of any obligation on the part of the counterparty to earn the equity instruments, a measurement date has been reached. A grantor shall recognize the equity instruments when they are issued (in most cases, when the agreement is entered into). Whether the corresponding cost is an immediate expense or a prepaid asset (or whether the debit should be characterized as contra-equity under the requirements of paragraph 505-50-45-1) depends on the specific facts and circumstances. Pursuant to ASC paragraph 505-50-45-1, a grantor may conclude that an asset (other than a note or a receivable) has been received in return for fully vested, non-forfeitable equity instruments that are issued at the date the grantor and grantee enter into an agreement for goods or services (and no specific performance is required by the grantee in order to retain those equity instruments). Such an asset shall not be displayed as contra-equity by the grantor of the equity instruments. The transferability (or lack thereof) of the equity instruments shall not affect the balance sheet display of the asset. This guidance is limited to transactions in which equity instruments are transferred to other than employees in exchange for goods or services. Section 505-50-30 provides guidance on the determination of the measurement date for transactions that are within the scope of this Subtopic.

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.

(o) Recent Accounting Pronouncements

In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The update removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. In addition, the update adds an example disclosure in Risks and Uncertainties (Topic 275) to illustrate one way that an entity that has not begun planned principal operations could provide information about the risks and uncertainties related to the company’s current activities. Furthermore, the update removes an exception provided to development stage entities in Consolidations (Topic 810) for determining whether an entity is a variable interest entity-which may change the consolidation analysis, consolidation decision, and disclosure requirements for a company that has an interest in a company in the development stage. The update is effective for the annual reporting periods beginning after December 15, 2014, including interim periods therein. Early application with the first annual reporting period or interim period for which the entity’s financial statements have not yet been issued (Public business entities) or made available for issuance (other entities). The Company adopted this pronouncement for the three months ended August 31, 2014.

In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-12, “Compensation – Stock Compensation ( Topic 718 ); Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period”. The amendments in this ASU apply to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. For all entities, the amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. Entities may apply the amendments in this ASU either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. If retrospective transition is adopted, the cumulative effect of applying this Update as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date. Additionally, if retrospective transition is adopted, an entity may use hindsight in measuring and recognizing the compensation cost. This updated guidance is not expected to have a material impact on our results of operations, cash flows or financial condition. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

In August 2014, the FASB issued Accounting Standards Update “ASU” 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable.

NOTE 2 - PROPERTY AND EQUIPMENT

Depreciation expense was $644 for the period of merger of November 21, 2014 to December 31, 2014.

NOTE 3 - PATENTS AND TRADEMARKS

The Company capitalizes its patents and trademark costs and amortizes these over lives of between 5 and 10 years. At December 31, 2014 Patent costs equaled $593,342 with accumulated amortization of $379,656. Trademark costs were $30,298 and accumulated amortization of $27,077. Amortization costs for the period November 21, to December 31, 2014 was $7,099.

NOTE 4 - Derivative Liability/Notes Payable Convertible Debentures

At December 31, 2014 the derivative liability equaled $4,138 with the outstanding notes equaling $315,500.

NOTE 5 - RELATED PARTY PAYABLE

The Company is indebted to related parties. At December 31, 2014 $104,303 is owed to officers of the subsidiary for advances which have now been assumed by the parent. Terms indicate interest at 8%. The company via its wholly owned subsidiary Gel Del Technologies is also indebted to the officers of the subsidiary for unpaid salaries of $566,121 and to the parents’ officers of $50,000. The total amount equals $720,424.

NOTE 6 - NOTE PAYABLE 

At December 31, 2014 the Company had two notes payable.

NOTE 7 - LONG TERM DEBT

At December 31, 2014 the Company thru its main subsidiary is indebted on a SBA loan. Terms indicate interest at 5.25% and a liability of $68,566 to be paid January 17, 2017.

NOTE 8 - GOING CONCERN

As reflected in the accompanying financial statements, the Company had a negative equity and a material loss.

Management intends to raise additional funds now that it completed its reverse merger in March 2014 thru a private placement or thru the public process which will also enable it to fulfill the funding terms of the November 14, 2014 securities exchange agreement. 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.

NOTE 9 - COMMON STOCK

The Company issued the following shares of common stock.

On February 25, 2014 the Company issued 49,713 shares of stock for a reduction of debt of $124,283.

On March 14, 2014 the company issued 4,621,880 to effectuate the merger.

On March 17, 2014 the Company issued 2,444,000 shares for marketing services rendered valued at market resulting in an expense of $24,440,000.

On March 19, 2014 the Company issued 141,000 shares for debt valued at $70,500.

On April 2, 2014 the Company issued 15,000 shares of stock for a reduction in debt of $7,500.

On April 29, 2014 the Company issued 42,192 shares for services for marketing valued at market on the day of issuance resulting in an expense of $675,073.

On July 22, 2014 the Company issued 41,200shares for elimination of the convertible debt of $150,000. On the same day they issued 6,671 shares at market to satisfy accounts payable debt of $26,350.

On August 14, 2014 the Company issued 8,000 shares to its chief executive officer for services rendered and 5,333pre split shares to another officer. The shares were valued at market resulting in an expense of $38,000.

NOTE 10 - RELATED PARTY TRANSACTIONS

Stock Issuances

The Company issuance of 2,444,000 shares in March 2014 were issued to its officers and directors.

On April 29, 2014 6,400 shares were issued to its officers as a part of the 42,192 shares issued that day.

On August 14, 2014 the Company issued 13,333 shares to officers and directors.

Consulting Fees

The Company accrued unpaid consulting fees of $50,000 to its CEO and a director for services and incurred an expense of $60,000 for the period which is shown as part of general and administrative costs.

The Company also inherited and incurred unpaid salaries for its officers of its subsidiaries of $566,121 and incurred salary expense of $32,560.

Loan

The Company is obligated for $104,303 with interest to an officer of its subsidiary for advances.

NOTE 11 - ACQUISTION AND MERGER

On November 21, 2014 the company purchased via an exchange of stock all of the outstanding shares of stock in Gel Del Technologies, Inc. For accounting purposes the transaction is being treated as a purchase whereby the accounts of Gel Del Technologies are utilized from date of the acquisition or November 21, 2014 forward. The transaction was accounted for as follows:

November 21, 2014 4,150,000 shares of stock @ market price of 3.24 or $13,446,000

The Company elected to impair its acquisition in its entirety at December 31, 2014.

The Company will also need to raise capital to successfully complete the funding component of the above transaction in the first half of 2015. 

NOTE 12 - INCOME TAX

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Net deferred tax assets consist of the following components as of March 31, 2014:

The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the period ended March 31, 2014 due to the following:

At March 31, 2014, the Company had net operating loss carryforwards of approximately $141,066 that may be offset against future taxable income from the year 2014 to 2034. No tax benefit has been reported in the March 31, 2014 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal Income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.

NOTE 13 - SUBSEQUENT EVENTS

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855 and has determined that other than the following no material events existed:

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

We were incorporated as Pharmascan Corp. in the State of Nevada on March 31, 2009. On September 21, 2010, we filed a Certificate of Amendment to our Articles of Incorporation and changed our name to Technologies Scan Corp.

Effective March 21, 2014, our Board of Directors and majority shareholders approved an amendment to our articles of incorporation to change our name to "PetVivo Holdings, Inc." (the “Name Change Amendment”). The Amendment was filed with the Secretary of State of Nevada on April 1, 2014 changing our name to "PetVivo Holdings, Inc." (the "Name Change"). The Name Change was effected to better reflect the future business operations of the Company. See "--Information Statements." We filed appropriate documents with FINRA to effect the Name Change. On April 29, 2014, our Name Change from Technologies Scan Corp to “PetVivo Holdings, Inc.” was declared effective by FINRA and our common stock's trading symbol was changed to “PETV". Our new cusip number is 716817 101.

Amendment to Articles of Incorporation

Effective September 8, 2014, our Board of Directors and majority shareholders approved and adopted an amendment to our Articles of Incorporation, which reduced our authorized shares of common stock from 4,000,000,000 shares to 250,000,000 shares, which amendment has been duly filed with the Secretary of State of Nevada. See "--Information Statements."

Effective September 22, 2014, our Board of Directors and majority shareholders approved and adopted an amendment to the Articles of Incorporation, which added authorized preferred stock of 20,000,000 shares to our capital structure, which amendment has been duly filed with the Secretary of State of Nevada. The preferred share amendment is as follows:

“Twenty Million (20,000,000) shares of preferred stock, par value $.001 per share, which the Board of Directors has the authority to issue in one or more series, with such rights (including dividend, voting and conversion), preferences and designations as the Board of Directors deems necessary or advisable, without any further action by the shareholders of the corporation.”

Reverse Stock Split

On July 1, 2014, our Board of Directors and majority shareholders approved a reverse stock split of one for five hundred (1:500) of our total issued and outstanding shares of common stock (the “Stock Split”). Pursuant to our Bylaws and the Nevada Revised Statutes, a vote by the holders of at least a majority of our outstanding votes is required to effect the Stock Split. Our articles of incorporation do not authorize cumulative voting. As of the record date of July 1, 2014, we had 3,779,542,482 voting shares of common stock issued and outstanding. The consenting stockholders of the shares of common stock are entitled to 3,538,273,137 votes, which represents approximately 93.6% of the voting rights associated with our shares of common stock. The consenting stockholders voted in favor of the Stock Split described herein in a unanimous written consent dated July 1, 2014. See "--Information Statements."

The Board of Directors had previously considered factors regarding their approval of the Stock Split including, but not limited to: (i) current trading price of the Company’s shares of common stock on the OTC QB Market and potential to increase the marketability and liquidity of our common stock; (ii) possible reluctance of brokerage firms and institutional investors to recommend lower-priced stocks to their clients or to hold in their own portfolios; (iii) desire to meet future requirements of per-share price and net tangible assets and shareholders’ equity relating to admission for trading on other markets; and (iv) posturing the Company and its structure in favorable position in order to effectively negotiate with potential acquisition candidates. Our Board of Directors approved the Name Change and the Stock Split and recommended the majority shareholders of the Company review and approve the Name Change and the Stock Split.

The Stock Split was effected based upon the filing of appropriate documentation with FINRA. The Stock Split decreased our total issued and outstanding shares of common stock from approximately 3,538,273,137 shares to 7,620,301 shares of common stock. The common stock will continue to be $0.001 par value.

Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "PetVivo," refers to PetVivo Holdings, Inc.

CURRENT OPERATIONS

PetVivo is based in Minneapolis, Minnesota and is an emerging biomedical device company focusing on the licensing and commercialization of innovative therapeutic medical devices for pets and other animals. Using its licensed patented technology, management intends to leverage developed advances in human bio-materials and the medical device industry to profitably commercialize and market healthcare treatments for pets and other animals.

Our strategy is to in-license proprietary products from human medical device companies specifically for use in pets. A key component of this strategy is the accelerated timeline to revenues for veterinary medical devices, which enter the market much earlier than the more stringently regulated pharmaceuticals. We have secured exclusive rights to our first product, an osteoarthritis medical device, which has been shown to be both safe and efficacious. We believe the administration of these initial therapeutic devices exceeds the benefits of those found in current remedies. Therefore, management believes that the commercialization of our initial therapeutic devices will provide veterinarians and pet owners safe, effective, and long-lasting treatments to improve the pet’s quality of life.

We intend to license and distribute devices and therapeutics that are being developed for human use and license them for distribution in the veterinary markets. Management believes that this allows us to leverage the investment in the human biopharmaceutical industry to bring therapeutics to pets in a capital and time efficient manner. We can leverage the research capital expended to develop human clinical products and commercialize these products in the veterinary markets that offer a reduced regulatory environment and condensed timeline to product revenues. We anticipate building a portfolio of devices and therapeutics that we can distribute on an exclusive basis into the veterinary market.

We have secured the exclusive rights to commercialize protein-based biomaterials for the treatment of pain and inflammation associated with osteoarthritis in canine and equine animals. We believe that our treatment is superior to current methodology of using NSAID’s. NSAID’s have many side effects in canines and our treatment has less to none of the side effects. Based on the market studies discussed below, management believes that there are opportunities to expand in the bovine and feline market.

MERGER AND SECURITY EXCHANGE AGREEMENT

On November 21, 2014, we entered into a stock exchange agreement (the "Stock Exchange Agreement") with Gel-Del Technologies, Inc., a Minnesota corporation (“Gel-Del”), having a closing date on or before March 31, 2015. Upon closing, this merger transaction will result in Gel-Del becoming a wholly owned subsidiary of PetVivo through a statutory Plan of Exchange complying with the corporate laws of both Nevada and Minnesota. As of the date of this Quarterly Report, we have not yet closed the transaction involving the Stock Exchange Agreement. However, our management deems it highly probable that the Stock Exchange Agreement will be consummated and the transaction closed.

This statutory stock exchange merger, which must be approved by the respective shareholders of PetVivo and Gel-Del, will result in an exchange by Gel-Del shareholders on a pro rata basis of all outstanding capital stock of Gel-Del in consideration for Four Million One Hundred Fifty Thousand (4,150,000) shares of common stock of PetVivo. Since these 4,150,000 shares will not constitute a majority of the post-merger outstanding capital stock of PetVivo, there will be no change of control of PetVivo incident to this transaction. Post-merger management of the combined companies will include all four current principal officers of PetVivo and Gel-Del, and their respective management positions are set forth in the Stock Exchange Agreement as an exhibit hereto. Upon completion of this merger, PetVivo will acquire all Gel-Del 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.

PetVivo was founded in 2013 by its current management, John Lai and John Dolan , and is based in suburban Minneapolis, Minnesota. PetVivo is a biomedical device company engaged in the business of acquiring/in-licensing and adapting human biomedical technology and products for commercial sale in the veterinary market to treat pets and other animals suffering from arthritis and other painful afflictions. PetVivo’s initial product, which is now being commercialized, is a medical device featuring the injections of patented gel-like protein-based biomaterials into the afflicted body parts of pets and other animals suffering from osteoarthritis. PetVivo obtained the exclusive rights for commercialization of this product from Gel-Del for the treatment of pets and other animals.

Gel-Del is a biomaterial and medical device development and manufacturing company with its offices and production facilities based in St. Paul, Minnesota, and was founded in 1999 by its chief executive officer, Dr. David B. Masters. Dr. Masters developed Gel-Del’s proprietary biomaterials which simulate a body’s cellular tissue and thus can be readily and effectively utilized to manufacture implantable therapeutic medical devices. The chief advantage of Gel-Del biomaterials is their enhanced biocompatibility with living tissues throughout the body. We are commercializing their technology in the veterinary field for the treatment of osteoarthritis. Gel-Del Technologies has also successfully completed a pivotal clinical trial using their novel thermoplastic biomaterial as a dermal filler for human cosmetic applications. Gel-Del Technologies’ core competencies are developing and manufacturing medical devices containing its proprietary thermoplastic protein-based biomaterials that mimic the body's tissue to allow integration, tissue repair, and regeneration for long-term implantation. These biomaterials are produced using a patented and scalable self- assembly production process. The inherent thermoplastic properties of these biomaterials are then utilized to manufacture or coat implantable devices.

While working together relating to their licensing agreement, in early 2014 the respective managements of PetVivo and Gel-Del determined to combine the two companies into one business entity producing, marketing and selling medical products based on Gel-Del technology for both humans and animals. After lengthy negotiations and generally following the guidelines of a formal Term Sheet previously entered into between the parties, Pet Vivo and Gel-Del have now completed the definitive agreement for this merger.

The Stock Exchange Agreement requires PetVivo to provide a loan for working capital interim funding for Gel-Del until closing of the merger, consisting of an initial payment of $100,000 and monthly payments thereafter of $75,000. Gel-Del will execute a Promissory Note to PetVivo for this interim funding, with the terms thereof set forth in the Stock Exchange Agreement. In the event the Stock Exchange Agreement is consummated, the loan will be satisfied.

The Stock Exchange Agreement provides for certain material conditions to be satisfied or waived by closing, including: (i) PetVivo shall have secured at least $l,500,000 in equity financing through a private placement on terms governed by the Stock Exchange Agreement; (ii) PetVivo shall have maintained its status as a DTC eligible publicly traded company and have filed all reports to the SEC required by its 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 the principal executive officers of PetVivo and 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 the Chief Executive Officer of PetVivo, John Lai, to escrow 50% of PetVivo common stock owned by him until PetVivo has 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 PetVivo 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 PetVivo any remaining shares.

Material relationships between PetVivo and Gel-Del include the following:

INFORMATION STATEMENTS

August 5, 2014

On August 5, 2014, our Board of Directors and majority shareholders, believing it to be in the best interests of the Company and its shareholders, approved an Amendment to our Articles of Incorporation to authorize 20,000,000 shares of Preferred Stock of the Company, par value $.001 per share. The Amendment will be reflected in a Certificate of Amendment to the Articles of Incorporation to be filed with the Nevada Secretary of State. With regard to this Preferred Stock, the Board of Directors of the Company has the authority, without shareholder action or consent, to determine the terms of any such preferred shares including, but not limited to (i) the designation of each series and the number of shares that will constitute each series; (ii) the dividend rate for each series; (iii) the price at which, and the terms and conditions on which, the shares of each series may be redeemed, if any shares are redeemable; (iv) the terms and conditions, if any, upon which each series may be converted into shares of other classes or series of shares of the Company; and (v) any voting rights for each series. Shares of Preferred Stock that are issued by the Company and subsequently redeemed or converted into another security of the Company would be available to be reissued by the Company, and the Board of Directors of the Company would have the authority to set the terms of these reissued shares as they deem appropriate. As of the date of this Quarterly Report, we have not yet filed with Certificate of Amendment to the Articles of Incorporation.

July 7, 2014

On July 1, 2014, our Board of Directors and majority shareholders, believing it to be in the best interests of the Company and its shareholders, approved: (i) an Amendment to our Articles of Incorporation to decrease our authorized common stock from Four Billion shares to Two Hundred Fifty Million shares; and (ii) a 1-for-500 reverse stock split of all our outstanding common stock (the "Reverse Stock Split"), resulting in each five hundred shares of our currently outstanding common stock representing and converting into one share of our post-split common stock. As of the date of this Quarterly Report, we have not yet filed with Amendment to our Articles of Incorporation nor effected the Reverse Stock Split.

RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our unaudited financial statements and the related notes that appear elsewhere in this Quarterly Report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Quarterly Report. Our reviewed financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

We are a development stage company and have not generated any revenue. We have incurred recurring losses since inception. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We believe we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

Based on the high probability of consummation of the Stock Exchange Agreement, the accompanying 2014 condensed consolidated financial statements include the accounts of Petvivo Holdings, Inc. and its wholly owned subsidiaries, Gel Del Technologies, Inc. (from November 21, 2014, merger) and Cosmeta Corp, originally a wholly owned subsidiary of Gel Del Technologies. Cosmerta is now largely inactive. All intercompany accounts have been eliminated upon consolidation.

For accounting purposes the Stock Purchase Agreement is being treated as a purchase whereby the accounts of Gel Del are utilized from date of the acquisition or November 21, 2014 forward. The transaction was accounted for as follows:

November 21, 2014 4,150,000 shares of stock @ market price of 3.24 or $13,446,000

We elected to impair its acquisition in its entirety at December 31, 2014.

We will also need to raise capital to successfully complete the funding component of the above transaction in the first half of 2015.

The following table presents the statement of operations for the period from April 1, 2014 to December 31, 2014.

For the Period From April 1, 2014 to December 31, 2014.

Total Revenues. For the period from April 1, 2014 to December 31, 2014, we did not generate any revenue.

Operating Expenses. Operating expenses for the period from April 1, 2014 to December 31, 2014 were $1,032,191. For the period from April 1, 2014 to December 31, 2014, we incurred: (i) stock for services of $721,073; (ii) research and development of $35,314; and (iii) general and administrative of $275,804. Operating expenses substantially increased due to valuation of stock of $721,073 issued for services and an increase in general and administrative of $127,539 based on the increased scope and scale of our business operations, including negotiation of the merger and securities exchange agreement with Gel-Del. General and administrative expenses mainly consisted of: (i) $89,825 in professional fees; and $110,000 for payroll expense.

Other Income (Expenses). Other expenses for the period from April 1, 2014 to December 31, 2014 were $15,673,990 incurred as impairment loss, which was offset by $182,528 in derivative income and $35,326 incurred as forgiveness of debt. We had assumed a 12% convertible debenture in the principal amount of $100,000 to 6287182 Canada Inc., a private corporation organized under the laws of Canada. In accordance with the terms and provisions of the Debenture, 6287182 Canada had the right to convert the principal into shares of our restricted common stock at a per share price equal to 80% of the average closing price for 5 consecutive days prior to notice of conversion. We also assumed a second note which is a 12% convertible debenture in the principal amount of $50,000 to Brevets Futek MSM Ltee, a private corporation organized under the laws of Canada. In accordance with the terms and provisions of the convertible debenture, Brevets Futek MSM Ltee had the right to convert the principal into shares of our restricted common stock at a per share price equal to 80% of the average closing price for price for 5 consecutive days prior to notice of conversion.

We satisfied these debts by the issuance of shares of our common stock. Thus, we calculated derivative income of $182,528 as part of the satisfaction of these debts as the liability was satisfied. See "Part II. Item 2. Unregistered Sales of Securities and Use of Proceeds."

Net Loss Before Interest. Our net loss before interest for the period from April 1, 2014 to December 31, 2014 was ($15,673,990).

Interest Expense. We incurred interest expense of $17,906 for the period from April 1, 2014 to December 31, 2014.

Net Loss. Therefore, during the period from April 1, 2014 to December 31, 2014, our net loss was ($15,691,896) or per share of ($2.07). Net loss generally increased primarily due to the recording of the impairment of $15,673,990) and an increase in operating expenses of $883,926.

The weighted average number of shares outstanding during the period from April 1, 2014 to December 31, 2014 was 7,589,265.

LIQUIDITY AND CAPITAL RESOURCES

Six Month Period Ended December 31, 2014.

As of December 31, 2014, our current assets were $79,067 and our current liabilities were $2,104,180, which resulted in a working capital deficit of $2,025,1139.

As of December 31, 2014, our current assets were comprised of: (i) $935 in cash and cash equivalents; (ii) $30,000 in accounts receivable; and (iii) $48,132 in prepaid expenses. As of December 31, 2014, our total assets were $321,124 comprised of: (i) current assets of $79,067; (ii) $16,137 in deferred debt issue costs; (iii) $9.014 in fixed assets-net; and (iv) $216,906 in valuation of patens and trademarks - net. The increase in total assets during the nine month period ended December 31, 2014 from fiscal year ended March 31, 2014 was primarily due to the increase in valuation of patents and trademarks of $86,906 and in accounts receivable of $30,000.

As of December 31, 2014, our current liabilities were comprised of: (i) $683,602 in accounts payable and accrued expenses; (ii) $4,138 in derivative liability; (iii) $720,424 in related party payable; (iv) $380,516 in notes payable; and (v) $315,500 in notes payable - convertible debenture. As of December 31, 2014, our total liabilities were comprised of $2,104,180 in current liabilities and $68,566 in long term debt. The increase in total liabilities during the period ended December 31, 2014 from fiscal year ended March 31, 2014 was primarily due to the increase in related party payable of $720,424, in note payable of $321,690 and in note payable - convertible debentures of $165,500.

Stockholders’ deficit increased from ($301,811) at fiscal year ended March 31, 2014 to ($1,851,622) as at December 31, 2014.

Cash Flows from Operating Activities. We have not generated positive cash flows from operating activities due to a lack of a source of revenues. For the period from August 1, 2013 (inception) to December 31, 2014, net cash flows used in operating activities was ($258,.997) Net cash flows used in operating activities consisted primarily of a net loss of ($15,691,896), which was adjusted by: (i) $721,073 in valuation of shares issued for services; (ii) $7,860 in amortization provided by operating activities; (iii) $14,859,653 in impairment; and (iv) ($35,326) in forgiveness of debt. Net cash flows used in operating activities was further changed by an increase in accounts receivable of $23,805; (ii) increase in accrued interest payable of $11,673; (iii) an increase in accrued expenses of $74,299; and (iv) a decrease in derivative liability of $182,528.

Cash Flows from Investing Activities. For the period from August 1, 2014 (inception) to December 31, 2014, net cash flows provided by investing activities was $81,152 relating to purchase of assets.

Cash Flows from Financing Activities. We have financed our operations primarily from debt or the issuance of equity instruments. For the period from August 1, 2013 (inception) to December 31, 2014, net cash flows provided by financing activities was $315,500 consisting of $315,500 in proceeds from loans.

MATERIAL COMMITMENTS

Based on the high probability of consummation of the Stock Purchase Agreement, we have consolidated our financial statements with Gel Del and, therefore, assumed further liabilities.

License Agreement

Our wholly-owned subsidiary, PetVivo, entered into that certain exclusive license agreement and manufacturing and supply agreement dated August 2, 2013 (the "License Agreement") with Gel-Del pertaining to the manufacture and supply of products by Gel-Del derived from certain technology, including protein-based biomaterials and devices, which are beneficial for the veterinary treatment of animals having orthopedic joint afflictions (the "Technology"). In accordance with the terms and provisions of the License Agreement, Gel Del Technologies granted to us an exclusive, sub-licensable license to the Technology, which includes confidential information, trade secrets and other know-how that is proprietary to Gel-Del Technologies, in the entire world to: (a) use, distribute, sell, order to sell and have sold products in the field, which term is defined as the use of injected particulate substances for orthopedic veterinary treatments of the joints, which substance is either certain products or a substance that may require an FDA submission related to the products that include one or more drugs (the "Field"); (b) practice methods of use related to the use of injected particulate substances for orthopedic veterinary treatments of the joints covered by the Technology and utilizing products in the Field; and (c) otherwise to commercialize and exploit products in the Field.

In accordance with the terms and provisions of the License Agreement, we paid $130,000 and as of the date of this Quarterly Report owe the balance of $1,650,000 as a contingent liability depending upon certain funding and the closing of the Stock Exchange Agreement. The cash portion of the License Agreement has been capitalized at September 30, 2014.

Convertible Notes Payable

As of December 31, 2014, we have a note payable to an unrelated third party in the principal amount of $54,326 and accrues interest at 8% and payable on demand. The note is also convertible into shares of our common stock.

As of December 31, 2014, we have a further note payable to an unrelated party in the principal amount of $326,190, which accrued interest at 9%.

Convertible Debenture

On July 31, 2014, we received a loan in the form of a convertible debenture for $68,000. Terms indicate interest is at 8% due in one year with a 40% discount from the market price of the stock. We calculated a derivative expense based on the Black Scholes module with a risk free interest rate of 10% a volatility rate of 344.64%, which resulted in a liability of $897 at December 31, 2014.

On October 14, 2014, we received a loan in the form of a convertible debenture for $43,000. Terms indicate interest is at 8% due in one year with a 40% discount from the market price of the stock. We calculated a derivative expense based on the Black Scholes module with a risk free interest rate of 10% a volatility rate of 344.64%, which resulted in a liability of $555 at December 31, 2014.

On October 21, 2014, we received a loan in the form of a convertible debenture for $42,000. Terms indicate interest is at 8% due in one year with a 40% discount from the market price of the stock We calculated a liability at December 31, 2014 of $542.

On October 27, 2014, we received $102,500 in the form of a convertible debenture. Terms indicate an interest rate of 8% with a 42% discount to market due in nine months. At December 31, 2014, we calculated a derivative liability of $1,369.

On December 23, 2014, we received $60,000 in the form of a convertible debenture, interest at 85 with a 40% discount to market. At December 31, 2014, we recorded a derivative liability of $775.

At December 31, 2014 the derivative liability equaled $4,138 with the outstanding notes equaling $315,500.

Related Party Payable

We are indebted to related parties. At December 31, 2014, we owed $104,303 to officers of our subsidiary for advances, which have now been assumed by us. Terms indicate interest at 8%. We are also indebted to the officers of our subsidiary for unpaid salaries of $566,121 and to our officers of $50,000. The total amount equals $720,424.

Long-Term Debt

At December 31, 2014, through Gel Del, we are indebted on a SBA loan. Terms indicate interest at 5.25% and a liability of $68,566 to be paid January 17, 2017.

Gemini Master Fund Convertible Note

On February 11, 2015, we entered into that certain securities purchase agreement (the “Securities Purchase Agreement”) with Gemini Master Fund, Ltd. (“Gemini Master Fund”) for the acquisition by Gemini Master Fund of a convertible note (the "Note") and a common stock purchase warrant (the "Warrant") issued by us. The Note is in the principal amount of $460,000, which Note and Warrant were acquired by Gemini Master Fund for $400,000. We also incurred $5,000 for expenses of Gemini Master Fund, which resulted in receipt of net proceeds of $395,000. We intend to use the proceeds to satisfy outstanding notes of approximately $110,000 and the balance for working capital purposes.

The Securities Purchase Agreement contains customary representations and warranties of both us and Gemini Master Fund and miscellaneous other terms. The Note in the principal amount of $460,000 matures in seven months on September 11, 2015, with no interest due on the Note upon its maturity. We cannot prepay any principal of the Note prior to maturity although we have the right to redeem the Note for cash during its term for 112% of the outstanding principal amount. The Note is convertible into shares of our common stock anytime in whole or in part at the conversion price of $3.50 per share. The Note contains standard anti-dilution adjustment terms in the event of stock splits or combinations, stock dividends or distributions payable in shares, business combinations, or reclassifications. The Note also includes other conversion price adjustments including: (i) if we sell any common shares or grants or reprice any options or warrants or other convertible securities having a price per share lower than the conversion price of the Note, such a dilutive issuance requires the conversion price of the Note to be likewise reduced; (ii) if we issue any options, warrants or other stock rights to our shareholders entitling them to purchase common shares at a price lower than the most recent market bid price of our common stock, a proportionate adjustment must be made to the conversion price of the Note to adjust for such an event or events; (iii) if we enter into a fundamental transaction, such as a reorganization, recapitalization, spin-off, share exchange, merger or other business combination, Gemini Master Fund shall have the right to receive the same rights, participation or consideration as would have been received if the Note had been converted prior to the occurrence of the fundamental transaction.

Prior to its repayment, the Note also provides Gemini Master Fund the right to participate in any of our equity or debt financings upon the same terms and conditions provided with the additional benefit that the purchase price shall be discounted to Gemini Master Fund to 90% of the offering price of any such subsequent financing.

The Note also contains standard terms of default for failure to repay principal when due or failure of other terms of the Note including bankruptcy, breach of representations or warranties, change of our control, loss of public market trading eligibility, and failure to satisfy public information filings required by Rule 144.

The Warrant grants Gemini Master Fund the right to purchase 66,000 shares of our common stock in whole or in part exercisable for $3.50 per share anytime during its five-year term. The Warrant also provides for a standard “cashless” exercise. The exercise price and number of warrant shares also are subject to anti-dilution adjustments and adjustments for the subsequent sale or grant of equity securities or derivatives basically the same as such adjustments for conversion of the Note.

PURCHASE OF SIGNIFICANT EQUIPMENT

We do not intend to purchase any significant equipment during the next twelve months.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

GOING CONCERN

The independent auditors' report accompanying our March 31, 2014 and March 31, 2013 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business. We have suffered recurring losses from operations, have a working capital deficit and are currently in default of the payment terms of certain note agreements. These factors raise substantial doubt about our ability to continue as a going concern.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk represents the risk of loss that may impact our financial position, results of operations or cash flows due to adverse change in foreign currency and interest rates.

Exchange Rate

Our reporting currency is United States Dollars (“USD”). In the event we acquire any properties outside of the United States, the fluctuation of exchange rates may have positive or negative impacts on our results of operations.

Interest Rate

Interest rates in the United States are generally stable. Any potential future loans will relate mainly to acquisition of properties and will be mainly short-term. However, our debt may be likely to rise in connection with expansion and if interest rates were to rise at the same time, this could have a significant impact on our operating and financing activities. We have not entered into derivative contracts either to hedge existing risks for speculative purposes.

ITEM 4. CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures.

We maintain controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosures. Based upon their evaluation of those controls and procedures performed as of the end of the period covered by this report, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective.

Management’s report on internal control over financial reporting.

Our chief executive officer and our chief financial officer are responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

Because of its inherent limitations, our internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our chief executive officer and our chief financial officer assessed the effectiveness of our internal control over financial reporting as of December 31, 2014. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control — Integrated Framework.

Based on our assessment, our chief executive officer and our chief financial officer believe that, as of December 31, 2014, our internal control over financial reporting is not effective based on those criteria, due to the following:

In light of this conclusion and as part of the preparation of this report, we have applied compensating procedures and processes as necessary to ensure the reliability of our financial reporting. Accordingly, management believes, based on its knowledge, that (1) this report does not contain any untrue statement of a material fact or omit to state a material face necessary to make the statements made not misleading with respect to the period covered by this report, and (2) the financial statements, and other financial information included in this report, fairly present in all material respects our financial condition, results of operations and cash flows for the years and periods then ended.

This report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the SEC that permit us to provide only management’s report in this report.

Changes in internal control over financial reporting.

There were no significant changes in our internal control over financial reporting during the third quarter of the year ended December 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

AUDIT COMMITTEE

Our board of directors has not established an audit committee. The respective role of an audit committee has been conducted by our board of directors. We intend to establish an audit committee during the fiscal year 2015. When established, the audit committee's primary function will be to provide advice with respect to our financial matters and to assist our board of directors in fulfilling its oversight responsibilities regarding finance, accounting, and legal compliance. The audit committee's primary duties and responsibilities will be to: (i) serve as an independent and objective party to monitor our financial reporting process and internal control system; (ii) review and appraise the audit efforts of our independent accountants; (iii) evaluate our quarterly financial performance as well as its compliance with laws and regulations; (iv) oversee management's establishment and enforcement of financial policies and business practices; and (v) provide an open avenue of communication among the independent accountants, management and our Board of Directors.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

ITEM 1A. RISK FACTORS

No report required

ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS

Settlement of Debt

(a) Our Board of Directors approved the execution of that certain convertible promissory note dated March 17, 2014 (the "Promissory Notes") with a certain lender who had previously advanced and loaned monies to us for working capital purposes. During 2010 and 2011, we had received monies from a certain lender pursuant to which we and the lender verbally agreed that the principal loaned would be interest free, payable upon demand, and the lender had the right in its sole discretion to convert the principal due and owing into shares of our common stock at a conversion price equal to par value ($0.001). Subsequently, we and respective lender entered into that certain written amendment to the promissory note dated December 12, 2013 pursuant to which the amendment confirmed the verbal agreement and the conversion terms and that any such conversion must be completed by March 31, 2014 (the "Amendment"). The loan of $7,500 was evidenced on our financial statements for fiscal years commencing 2010 through current date. We and that certain lender (the "Lender") desired to enter into a convertible promissory note dated March 17, 2014, which would evidence our entire agreement concerning the original loan of funds by the Lender and all terms of the loan, including the original terms of agreement, including conversion terms.

Subsequently, the Lender and certain assignee (the "Assignee") entered into that certain debt purchase and assignment agreement and associated instrument of assignment and transfer assignment/assumption of debt dated February 24, 2014 (the "Debt Purchase Agreement"), pursuant to which the Assignee paid for acquisition of the Lender's right, title and interest in and to the Convertible Note and underlying debt, including the right to convert. On March 17, 2014, we received that certain notice of conversion (the Notices of Conversion").

Therefore, on April 2, 2014, we issued 7,500,000 pre-Reverse Stock Split shares of our restricted common stock for a reduction in debt of $7,500 in accordance with the terms and provisions of the Notice of Conversion. The shares of common stock were issued at $0.001 per share. The shares of common stock were issued to one United States resident in reliance on Section 4(2) and Regulation D promulgated under the United States Securities Act of 1933, as amended (the “Securities Act”). The securities have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. The Assignee acknowledged that the securities to be issued have not been registered under the Securities Act, that he understood the economic risk of an investment in the securities, and that he had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to acquisition of the securities.

(b) We assumed a 12% convertible debenture in the principal amount of $100,000 to 6287182 Canada Inc., a private corporation organized under the laws of Canada. In accordance with the terms and provisions of the 6287182 Canada Debenture, 6287182 Canada had the right to convert the principal into shares of our restricted common stock at a per share price equal to 80% of the average closing price for 5 consecutive days prior to notice of conversion. The Debenture was due July 31, 2016 and accrued interest at the rate of 12% per annum. On July 22, 2014, we satisfied this debt by the issuance of 13,733,333 pre-Reverse Stock Split shares of common stock. The shares of common stock were issued to one United States resident in reliance on Section 4(2) and Regulation D promulgated under the United States Securities Act of 1933, as amended (the “Securities Act”). The securities have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. The Assignee acknowledged that the securities to be issued have not been registered under the Securities Act, that he understood the economic risk of an investment in the securities, and that he had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to acquisition of the securities.

(c) We also assumed a second note which is a 12% convertible debenture in the principal amount of $50,000 to Brevets Futek MSM Ltee, a private corporation organized under the laws of Canada. In accordance with the terms and provisions of the convertible debenture, Brevets Futek MSM Ltee had the right to convert the principal into shares of our restricted common stock at a per share price equal to 80% of the average closing price for price for 5 consecutive days prior to notice of conversion. The convertible debenture was due July 17, 2016 and accrues interest at the rate of 12% per annum. On July 22, 2014, we satisfied this debt by the issuance of 6,866,666 pre-Reverse Stock Split shares of common stock. The shares of common stock were issued to one United States resident in reliance on Section 4(2) and Regulation D promulgated under the United States Securities Act of 1933, as amended (the “Securities Act”). The securities have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. The Assignee acknowledged that the securities to be issued have not been registered under the Securities Act, that he understood the economic risk of an investment in the securities, and that he had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to acquisition of the securities.

Services Rendered

On April 29, 2014, our Board of Directors authorized the issuance of 21,096,002 pre-Reverse Stock Split shares of our restricted common stock valued at market on the day of issuance at a per share price of $0.032 per share resulting in an expense of $675,073. We had previously deferred $8,000 of services, which was earned during the three month period ended June 30, 2014, resulting in a total expense of $683,073. The shares of common stock were issued to United States residents and non-United States residents in reliance on Section 4(2) and Regulation D and Regulation S promulgated under the United States Securities Act of 1933, as amended (the “Securities Act”). The securities have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. The individuals acknowledged that the securities to be issued have not been registered under the Securities Act, that they understood the economic risk of an investment in the securities, and that they had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to acquisition of the securities.

On August 14, 2014, our Board of Directors authorized the issuance of 8,000 pre-Reverse Stock Split shares of our common stock to our Chief Executive Officer for services rendered and a further 5,333 pre-Reverse Stock Split shares of common stock to another officer for services rendered. The shares were all issued at $0.35 per share and value at market resulting in an expense of $38,000. The shares of common stock were issued to United States residents in reliance on Section 4(2) and Regulation D promulgated under the United States Securities Act of 1933, as amended (the “Securities Act”). The securities have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. The individuals acknowledged that the securities to be issued have not been registered under the Securities Act, that they understood the economic risk of an investment in the securities, and that they had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to acquisition of the securities.

Securities Purchase Agreement

On February 11, 2015, we entered into that certain securities purchase agreement (the “Securities Purchase Agreement”) with Gemini Master Fund, Ltd. (“Gemini Master Fund”) for the acquisition by Gemini Master Fund of a convertible note (the "Note") and a common stock purchase warrant (the "Warrant") issued by us. The Note is in the principal amount of $460,000, which Note and Warrant were acquired by Gemini Master Fund for $400,000. We also incurred $5,000 for expenses of Gemini Master Fund, which resulted in receipt of net proceeds of $395,000. We intend to use the proceeds to satisfy outstanding notes of approximately $110,000 and the balance for working capital purposes.

On February 11, 2015, our Board of Directors authorized the execution of the Securities Purchase Agreement for acquisition by Gemini Master Fund of the Note and the Warrant. We relied on an exemption from the registration requirements of the Securities Act of 1933, as amended, (the “Act”) for the private placement of these securities pursuant to Section 4(a)(2) of the Act since Gemini Master Fund is an accredited investor, the transaction did not involve a public offering, Gemini Master Fund had access to us and our business and management, Gemini Master Fund took these securities for investment and not with a present view to resale, and we took appropriate measures to restrict the transfer of the securities.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

No report required.

ITEM 4. MINE SATEFY DISCLOSURES

No report required.

ITEM 5. OTHER INFORMATION

ITEM 6. EXHIBITS

The following exhibits are filed as part of this Quarterly Report.

______________

* Filed herewith.

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

PETVIVO HOLDINGS, INC.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 

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