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 June 30, 2017



[  ]
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



PetVivo
Holdings Inc.

(Name
of small business issuer in its charter)



|Nevada                                                            |  | 99-0363559                             
|----------------------------------------------------------------- |  | ---------------------------------------
|(State
    or other jurisdictionof incorporation or organization) |  | (I.R.S.
    EmployerIdentification No.)



5251
Edina Industrial Blvd.

Edina,
Minnesota 55439

(Address
of principal executive offices)



(952)
405-6216

(Issuer’s
telephone number)



|Securities
    registered pursuant to Section 12(b) of the Act: |  | Name
    of each exchange on which registered:
|--------------------------------------------------------------- |  | ----------------------------------------------
|None                                                            |  |                                               



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 [  ] No [X]



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.



|Large
    accelerated filer | [  ] | Accelerated
    filer         | [  ]
|--------------------------- | ---- | ----------------------------- | ----
|Non-accelerated
    filer   | [  ] | Smaller
    reporting company | [X] 



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:



|Class                    |  | Outstanding
    as of December 27, 2017
|------------------------ |  | ---------------------------------------
|Common
    Stock, $0.001 |  | 18,777,045                             


















PETVIVO
HOLDINGS, INC.

FORM
10-Q

FOR
THE PERIOD ENDED JUNE 30, 2017



INDEX



|                                                      |                                                                                           | Page
|----------------------------------------------------- | ----------------------------------------------------------------------------------------- | ----
|                                                      |                                                                                           |     
|SPECIAL
    NOTE REGARDING FORWARD-LOOKING STATEMENTS |                                                                                           |     
|                                                      |                                                                                           |     
|PART
    I. FINANCIAL INFORMATION                     |                                                                                           | F-1 
|                                                      |                                                                                           |     
|Item
    1.                                           | Financial
    Statements                                                                  |     
|Item
    2.                                           | Management’s
    Discussion and Analysis of Financial Condition and Results of Operations |     
|Item
    3.                                           | Qualitative
    and Quantitative Disclosures About Market Risk                            |     
|Item
    4.                                           | Controls
    and Procedures                                                               |     
|                                                      |                                                                                           |     
|PART
    II. OTHER INFORMATION                        |                                                                                           | 10  
|                                                      |                                                                                           |     
|Item
    1.                                           | Legal
    Proceedings                                                                     |     
|Item
    2.                                           | Unregistered
    Sales of Equity Securities and Use of Proceeds                           |     
|Item
    3.                                           | Defaults
    Upon Senior Securities                                                       |     
|Item
    4.                                           | Mine
    Safety Disclosure                                                                |     
|Item
    5.                                           | Other
    information                                                                     |     
|Item
    6.                                           | Exhibits                                                                                  |     
|                                                      |                                                                                           |     
|SIGNATURES                                            |                                                                                           | 11  





2









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.



3


Table of Contents




PART
I



ITEM
1. FINANCIAL STATEMENTS



PETVIVO
HOLDINGS, INC.

CONDENSED
CONSOLIDATED BALANCE SHEETS

(UNAUDITED)



|                                                                                                                                                              |  | June
    30, 2017 |             |   | March
    31, 2017 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ----------- | - | ------------------ | -
|Assets:                                                                                                                                                       |  |                   |             |   |                    |  
|Current
    Assets                                                                                                                                            |  |                   |             |   |                    |  
|Cash
    and cash equivalents                                                                                                                                 |  | $                 | 5,359       |   |                    | $
|Accounts
    receivable                                                                                                                                       |  |                   | 326         |   |                    |  
|Prepaids                                                                                                                                                      |  |                   | 8,383       |   |                    |  
|Security
    Deposit                                                                                                                                          |  |                   | 8,201       |   |                    |  
|Total
    Current Assets                                                                                                                                      |  |                   | 22,269      |   |                    |  
|                                                                                                                                                              |  |                   |             |   |                    |  
|Property
    and Equipment:                                                                                                                                   |  |                   |             |   |                    |  
|Property
    & equipment                                                                                                                                      |  |                   | 103,504     |   |                    |  
|Less:
    accumulated depreciation                                                                                                                            |  |                   | (103,144    | ) |                    |  
|Total
    Fixed Assets                                                                                                                                        |  |                   | 360         |   |                    |  
|                                                                                                                                                              |  |                   |             |   |                    |  
|Other
    Assets:                                                                                                                                             |  |                   |             |   |                    |  
|Trademark
    and patents-net                                                                                                                                 |  |                   | 1,705,972   |   |                    |  
|Total
    Other Assets                                                                                                                                        |  |                   | 1,705,972   |   |                    |  
|Total
    Assets                                                                                                                                              |  | $                 | 1,728,601   |   |                    | $
|                                                                                                                                                              |  |                   |             |   |                    |  
|Liabilities
    and Stockholders’ Equity                                                                                                                      |  |                   |             |   |                    |  
|                                                                                                                                                              |  |                   |             |   |                    |  
|Current
    Liabilities                                                                                                                                       |  |                   |             |   |                    |  
|Accounts
    payable & accrued expenses                                                                                                                       |  | $                 | 1,122,818   |   |                    | $
|Note
    payable and accrued interest-related party                                                                                                           |  |                   | 200,190     |   |                    |  
|Notes
    payable and line of credit loan                                                                                                                     |  |                   | 127,295     |   |                    |  
|Convertible
    notes payable                                                                                                                                 |  |                   | 109,315     |   |                    |  
|Total
    Current Liabilities                                                                                                                                 |  |                   | 1,559,618   |   |                    |  
|                                                                                                                                                              |  |                   |             |   |                    |  
|Commitments
    and Contingencies                                                                                                                             |  |                   |             |   |                    |  
|                                                                                                                                                              |  |                   |             |   |                    |  
|Stockholders’
    Equity:                                                                                                                                     |  |                   |             |   |                    |  
|Common
    stock, par value $0.001, 250,000,000 shares authorized, issued 17,340,934 and 9,321,306 shares outstanding at June 30, 2017
    and March 31, 2017 |  |                   | 17,341      |   |                    |  
|Stock
    subscription receivable                                                                                                                             |  |                   | (342,727    | ) |                    |  
|Common
    stock to be issued                                                                                                                                 |  |                   | 112,500     |   |                    |  
|Additional
    Paid-In Capital                                                                                                                                |  |                   | 46,293,716  |   |                    |  
|Accumulated
    Deficit                                                                                                                                       |  |                   | (45,911,847 | ) |                    |  
|Total
    Stockholders’ Equity                                                                                                                                |  |                   | 168,983     |   |                    |  
|Non-Controlling
    Interest                                                                                                                                  |  |                   | -           |   |                    |  
|Total
    Stockholders’ Equity                                                                                                                                |  |                   | 168,983     |   |                    |  
|Total
    Liabilities and Stockholders’ Equity                                                                                                                |  | $                 | 1,728,601   |   |                    | $



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



F-1


Table of Contents




PETVIVO
HOLDINGS, INC.

CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)



|                                                                 |  | Three
    Months Ended |           
|---------------------------------------------------------------- |  | ---------------------- | ----------
|                                                                 |  | June
    30, 2017      |           
|                                                                 |  |                        |           
|Revenues                                                         |  | $                      | 1,183     
|                                                                 |  |                        |           
|Cost
    of Sales                                                |  |                        | -         
|                                                                 |  |                        |           
|Gross
    Profit                                                 |  |                        | 1,183     
|                                                                 |  |                        |           
|Operating
    Expenses:                                          |  |                        |           
|                                                                 |  |                        |           
|Research
    and Development                                     |  |                        | 23,866    
|General
    and Administration                                   |  |                        | 460,638   
|Total
    Operating Expenses                                     |  |                        | 484,504   
|                                                                 |  |                        |           
|Operating
    Loss                                               |  |                        | (483,321  
|                                                                 |  |                        |           
|Other
    Income (Expense)                                       |  |                        |           
|Gain
    on Settlement of Debt                                   |  |                        | -         
|Interest
    Expense                                             |  |                        | (17,710   
|Total
    Other Income (Expense)                                 |  |                        | (17,710   
|                                                                 |  |                        |           
|Net
    Loss before taxes                                        |  |                        | (501,031  
|                                                                 |  |                        |           
|Income
    Tax Provision                                         |  |                        | -         
|                                                                 |  |                        |           
|Net
    Loss                                                     |  |                        | (501,031  
|                                                                 |  |                        |           
|Net
    Loss Attributable To Non-Controlling Interest            |  |                        | -         
|                                                                 |  |                        |           
|Net
    loss attributable to PetVivo                             |  | $                      | (501,031  
|                                                                 |  |                        |           
|Net
    Income (Loss) Per Share- Basic And Diluted               |  | $                      | (0.03     
|                                                                 |  |                        |           
|Weighted
    Average Common Shares Outstanding-Basic And Diluted |  |                        | 14,984,193



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



F-2


Table of Contents




PETVIVO
HOLDINGS, INC.

CONDENSED
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)



|                                            |  | Common
    Stock |            |  | AdditionalPaid-in |   |        | Accumulated |  |   | Non-
    controlling |  |  | Stock
    to be |             |   | Shareholder |   |               |            | 
|------------------------------------------- |  | ---------------- | ---------- |  | ----------------- | - | ------ | ----------- |  | - | -------------------- |  |  | --------------- | ----------- | - | ----------- | - | ------------- | ---------- | 
|                                            |  | Shares           |            |  | Amount            |   |        | Capital     |  |   | Deficit              |  |  | Interest        |             |   | Issued      |   |               | Receivable | 
|Balance
    March 31, 2016                  |  |                  | 7,931,639  |  |                   | $ | 7,931  |             |  | $ | 28,224,376           |  |  | $               | (29,879,283 | ) |             | $ | 15,280,865.00 |            | 
|                                            |  |                  |            |  |                   |   |        |             |  |   |                      |  |  |                 |             |   |             |   |               |            | 
|Common
    stock to be issued               |  |                  | -          |  |                   |   | -      |             |  |   | -                    |  |  |                 | -           |   |             |   | -             |            | 
|                                            |  |                  |            |  |                   |   |        |             |  |   |                      |  |  |                 |             |   |             |   |               |            | 
|Common
    shares issued to settle debt     |  |                  | 788,325    |  |                   |   | 789    |             |  |   | 1,575,860            |  |  |                 | -           |   |             |   | -             |            | 
|                                            |  |                  |            |  |                   |   |        |             |  |   |                      |  |  |                 |             |   |             |   |               |            | 
|Common
    stock issued for cash            |  |                  | 66,500     |  |                   |   | 67     |             |  |   | 99,684               |  |  |                 | -           |   |             |   | -             |            | 
|                                            |  |                  |            |  |                   |   |        |             |  |   |                      |  |  |                 |             |   |             |   |               |            | 
|Common
    stock issued for services        |  |                  | 437,500    |  |                   |   | 438    |             |  |   | 382,062              |  |  |                 | -           |   |             |   | -             |            | 
|                                            |  |                  |            |  |                   |   |        |             |  |   |                      |  |  |                 |             |   |             |   |               |            | 
|Common
    shares issued for interest       |  |                  | 97,342     |  |                   |   | 97     |             |  |   | 151,379              |  |  |                 | -           |   |             |   | -             |            | 
|                                            |  |                  |            |  |                   |   |        |             |  |   |                      |  |  |                 |             |   |             |   |               |            | 
|Stock
    issued for services-Gel-Del       |  |                  | -          |  |                   |   | -      |             |  |   | -                    |  |  |                 | -           |   |             |   | 12,859        |            | 
|                                            |  |                  |            |  |                   |   |        |             |  |   |                      |  |  |                 |             |   |             |   |               |            | 
|Warrants
    issued for services            |  |                  | -          |  |                   |   | -      |             |  |   | 134,400              |  |  |                 | -           |   |             |   | -             |            | 
|                                            |  |                  |            |  |                   |   |        |             |  |   |                      |  |  |                 |             |   |             |   |               |            | 
|Net
    Loss                                |  |                  | -          |  |                   |   | -      |             |  |   | -                    |  |  |                 | (15,531,533 | ) |             |   | (990,165      | )          | 
|                                            |  |                  |            |  |                   |   |        |             |  |   |                      |  |  |                 |             |   |             |   |               |            | 
|Balance
    March 31, 2017                  |  |                  | 9,321,306  |  |                   |   | 9,322  |             |  |   | 30,567,761           |  |  |                 | (45,410,816 | ) |             |   | 14,303,559    |            | 
|                                            |  |                  |            |  |                   |   |        |             |  |   |                      |  |  |                 |             |   |             |   |               |            | 
|Stock
    issued to reduce accrued salaries |  |                  | 2,100,128  |  |                   |   | 2,100  |             |  |   | 1,207,819            |  |  |                 | -           |   |             |   | -             |            | 
|Stock
    to be issued                      |  |                  | -          |  |                   |   | -      |             |  |   | -                    |  |  |                 | -           |   |             |   | -             |            | 
|Shareholder
    receivable                  |  |                  | -          |  |                   |   | -      |             |  |   | -                    |  |  |                 | -           |   |             |   | -             |            | 
|Stock
    issued for cash                   |  |                  | 90,000     |  |                   |   | 90     |             |  |   | 31,410               |  |  |                 | -           |   |             |   | -             |            | 
|Stock
    issued for services               |  |                  | 379,500    |  |                   |   | 379    |             |  |   | 156,446              |  |  |                 | -           |   |             |   | -             |            | 
|Stock
    issued for services-Gel-Del       |  |                  | -          |  |                   |   | -      |             |  |   | -                    |  |  |                 | -           |   |             |   | 32,171        |            | 
|Change
    in ownership in VIE              |  |                  | 5,450,000  |  |                   |   | 5,450  |             |  |   | 14,330,280           |  |  |                 | -           |   |             |   | (14,335,730   | )          | 
|Net
    loss                                |  |                  | -          |  |                   |   | -      |             |  |   | -                    |  |  |                 | (501,031    | ) |             |   | -             |            | 
|                                            |  |                  |            |  |                   |   |        |             |  |   |                      |  |  |                 |             |   |             |   |               |            | 
|Balance
    June 30, 2017                   |  |                  | 17,340,934 |  |                   | $ | 17,341 |             |  | $ | 46,293,716           |  |  | $               | (45,911,847 | ) |             | $ | -             |            | 



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



F-3


Table of Contents




PETVIVO
HOLDINGS, INC.

CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)



|                                                                                |  | For
    the Three Months Ended |           
|------------------------------------------------------------------------------- |  | ------------------------------ | ----------
|                                                                                |  | June
    30, 2017              |           
|CASH
    FLOWS USED IN OPERATING ACTIVITIES:                                    |  |                                |           
|                                                                                |  |                                |           
|Net
    Loss For The Period                                                     |  | $                              | (501,031  
|Adjustments
    to Reconcile Net Loss to Net Cash Used in Operating Activities: |  |                                |           
|Non-cash
    consulting expense                                                 |  |                                | 32,172    
|Stock
    issued for services                                                   |  |                                | 156,825   
|Depreciation
    and amortization                                               |  |                                | 162,320   
|Amortization
    of debt issue costs                                            |  |                                | -         
|Derivative
    gain adjustment                                                  |  |                                | -         
|Changes
    in Operating Assets and Liabilities                                 |  |                                |           
|Decrease
    in prepaid expense and employee advances                           |  |                                | 206       
|Increase
    in advances and receivables                                        |  |                                | (163      
|Increase
    in accounts payable and accrued expense                            |  |                                | 101,698   
|Net
    Cash Used in Operating Activities                                       |  |                                | (47,973   
|                                                                                |  |                                |           
|CASH
    FLOWS USED IN INVESTING ACTVITITES                                     |  |                                |           
|Increase
    in security deposit                                                |  |                                | (8,201    
|Increase
    in patent costs                                                    |  |                                | (5,901    
|Net
    Cash Used in Investing Activities                                       |  |                                | (14,102   
|                                                                                |  |                                |           
|CASH
    FLOWS USED IN FINANCING ACTIVITIES                                     |  |                                |           
|Proceeds
    from stock sale                                                    |  |                                | 31,500    
|Common
    stock subscribed                                                     |  |                                | 10,500    
|Repayments
    of convertible notes                                             |  |                                | -         
|Repayments
    of loans and line of credit                                      |  |                                | -         
|Net
    Cash Provided by Financing Activities                                   |  |                                | 42,000    
|                                                                                |  |                                |           
|Net
    (Decrease) Increase in Cash                                             |  |                                | (20,075   
|Cash
    at Beginning of Period                                                 |  |                                | 25,434    
|Cash
    at End of Period                                                       |  | $                              | 5,359     
|                                                                                |  |                                |           
|SUPPLEMENTAL
    DISCLOSURE OF CASH FLOW INFORMATION:                           |  |                                |           
|Cash
    Paid During The Year For:                                              |  |                                |           
|Interest                                                                        |  |                                | -         
|Income
    taxes paid                                                           |  |                                | -         
|                                                                                |  |                                |           
|SUPPLEMENTAL
    DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:     |  |                                |           
|Shares
    issued as payment of note payable                                    |  | $                              | -         
|Shares
    issued as payment for accrued salaries                               |  | $                              | 1,209,919 
|Change
    in variable interest equity                                          |  | $                              | 14,335,730



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



F-4


Table of Contents




PetVivo
Holdings, Inc.

Notes
to Financial Statements

June
30, 2017



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 it 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 June 30, 2017 and for the three months ended June 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 June 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’s 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.





F-5


Table of Contents




(D)
Cash and Cash Equivalents



The
Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents.
At June 30, 2017, the Company had $5,359 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.





F-6


Table of Contents




(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 133,500 warrants outstanding as of June 30, 2017 with varying exercise prices ranging from $3.50 to $1.50/share. The
weighted average exercise price for these warrants is $ 2.23 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”, as well as certain related FASB staff positions. This guidance defines fair value as the price
that would be received from 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:



| | ● | 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.                                                                                                                                                                                                                                                                 





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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 June 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 June 30, 2017 and December 31, 2016.





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(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 January 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 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 is currently evaluating the impact of adopting ASU No. 2016-02 on its financial statements.



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



NOTE
2 - CONVERTIBLE NOTES PAYABLE



The
Company has one convertible note outstanding in the amount of $105,000 plus accrued interest of $4,315.



NOTE
3 - RELATED PARTY PAYABLE



At
June 30, 2017, the company is obligated for an officer note payable and accrued interest in the total amount of $200,190.





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NOTE
4 - NOTE PAYABLE



The
Company is obligated on the following notes:



|1. | Third
    Party Individuals |  | $ | 77,295  | 
|-- | --------------------------- |  | - | ------- | 
|2. | Bank
    Credit Line*       |  |   | 50,000  | 
|   | Total                       |  | $ | 127,295 | 



*As
of June 30, 2017, Gel-Del Technologies, Inc. was delinquent in the monthly payments of the Bank Credit Line and a Bank Credit
Card issued by the same banking institution. The Company negotiated with the bank regarding restructuring the Bank Credit Line
having an outstanding balance of $50,000 and the Bank Credit Card having an outstanding balance of $10,000; both were originally
incurred by Gel-Del Technologies, Inc. The combined balance of $60,000 was settled for $38,000 on September 29, 2017 with a payment
plan beginning on September 29th with an initial payment of $8,000 and three additional payments of $10,000 on the 15th of October,
November, and December.



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.





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NOTE
6 - COMMON STOCK



From
April 1, 2017 to June 30, 2017, the Company issued 2,569,628 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; and 90,000 shares for cash of $31,500.



As
of June 30, 2017, the Company had 133,250 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.



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.





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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.



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.



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.



NOTE
10 – SUBSEQUENT EVENTS



In
June 2017,the Company issued 2,100,128 restricted shares in settlement of $1,209,919 in past due compensation owed to four
officers/directors of the Company.



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.



In
June 2017, the Company had issued too many shares as compensation to four officers/directors of the Company. The Company revised
its calculation to 1,418,528 restricted shares in settlement of $1,209,919 in past due compensation. As of June 30, 2017, the
revised calculation resulted in the stock subscription receivable of $342,727, which theses officers/directors agreed to return
their shares. The corrected number of shares have been issued and the matter has been resolved.



In
July 2017,the Company issued 750,000 warrants to John Lai providing incentive to John Lai to continue his functions of raising
operating capital and providing other services as the President of the Company, The exercise price will be$0.30 per share.



In
September 2017,the Company issued 5,450,000 shares of its common stock to Gel-Del Technologies, Inc. shareholders to complete
the merger in exchange for Gel-Del’s surrendered outstanding shares.



As
of December 2017, the Company raised $525,000 through a private offering of its common stock and purchase warrants at $0.35
per unit. The private offering was exempt from registration in accordance with Section 4(2) of the Securities Act of 1933.



In
December 2017, the Company offered a discount on a warrant exercise price for shares from $1.50 per share to $1.00 per share
in order to raise operating capital. This discount was accepted by the warrant holder and raised $60,000.



In
December 2017, the Company raised $250,000 through a new private offering of its common stock at $1.00 per unit. The private
offering was exempt from registration in accordance with Section 4(a)(2) of the Securities Act of 1933.





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



GENERAL



We
are a biomedical device company engaged in the business of developing, manufacturing and commercializing biomedical technology
and related healthcare patented products to treat pets and other animals suffering from arthritis and other painful afflictions.
Our initial product, which is now being commercialized, is a medical device featuring the injection of patented gel-like protein-based
biomaterials into the afflicted body parts of dogs, horses, and other pets and animals suffering from osteoarthritis.



We
were incorporated in Nevada in 2009 under a former name. In 2014, we entered our current business through a reverse merger with
PetVivo Inc., a Minnesota corporation founded in 2013. From this merger, PetVivo Inc. became our wholly owned subsidiary, and
concurrently we changed our Nevada corporate name to PetVivo Holdings, Inc. Our common stock is publicly traded in the over-the-counter
(OTC) market under the symbol “PETV.”



Merger
With Gel-Del



Through
a lengthy negotiation and merger process commenced in late 2014, we eventually acquired Gel-Del Technologies, Inc., a Minnesota
corporation (“Gel-Del”) effective in April 2017. Prior to this Gel-Del merger, we had licensed Gel-Del’s biomedical
technology for use in treatment of pets and other animals. While working together incident to this licensing arrangement, we and
Gel-Del determined to merge and combine the two companies into one entity producing, marketing and selling medical products based
on Gel-Del technology for both humans and animals.



Our
merger with Gel-Del was effected through a statutory merger transaction resulting in an exchange by the shareholders of Gel-Del
on a pro rata basis of 100% of all outstanding capital stock of Gel-Del in exchange for 5,450,000 shares of our restricted common
stock, which represented approximately 30% of our total outstanding common shares post-merger. This merger became effective upon
its filing with the Secretary of State of Minnesota on April 10, 2017, resulting in Gel-Del becoming our wholly owned subsidiary.
Upon the effectiveness of this merger, each common share of Gel-Del outstanding immediately prior to consummation of the merger
was converted into the right to receive 0.798 of a common share of our Company. Gel-Del did not have any outstanding options,
warrants or other derivative securities or rights.



From
this merger, we acquired all Gel-Del technology and related patents and other intellectual property (IP) rights and production
techniques, as well as Gel-Del’s modern development and operational facilities being established in Edina, Minnesota. All
of our management, development, marketing and administrative operations are now conducted from this suburban Minneapolis headquarters.



Gel-Del
is a biomaterial and medical device development and manufacturing company founded in 1999. Gel-Del’s proprietary patented
biomaterials 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 first commercializing Gel-Del’s technology in the veterinary field for the treatment of osteoarthritis.
Gel-Del has also successfully completed a pivotal clinical trial using novel Gel-Del biomaterial as a dermal filler for human
cosmetic applications. Gel-Del’s core competencies relate to the development and production of 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. Gel-Del biomaterials are produced using a patented and scalable self-assembly production
process.



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PLANNED
BUSINESS OPERATIONS



We
are an emerging biomedical device company focused on the licensing and commercialization of innovative medical devices and therapeutics
for pets, based in suburban Minneapolis, Minnesota. We operate in the $15 billion US veterinary care market that has grown at
a CAGR of 6.4% over the past five years according to the American Pet Products Association. Despite the market size, veterinary
clinics and hospitals have very few treatments and/or drugs for use in pets and other animals.



The
role of pets in the family has greatly evolved in recent years. Many pet owners consider their pets an important member of the
family. They are now willing to spend greater amounts of money on their pets to maintain their health and quality of life.



We
intend to leverage investments already expended in the development of human therapeutics to commercialize treatments for pets
in a capital and time efficient way. A key component of this strategy is the accelerated timeline to revenues for veterinary medical
devices, which enter the market earlier than the more stringently regulated veterinary pharmaceuticals or human therapeutics.



The
company is planning to aggressively launch its lead product KushTM Canine in early 2018. KushTM
Canine is a veterinarian-administered joint injection for the treatment of osteoarthritis in dogs. The Kush Canine device is made
from natural components that perform like cartilage for the treatment of pain and inflammation associated with osteoarthritis.



We
believe that Kush Canine is a superior treatment that safely improves joint function. The reparative Kush Canine particles are
lubricious, cushioning and long lasting. The spongy protein-based particles in Kush Canine mimic the composition and protective
function of cartilage (i.e., providing both a slippery cushion and healing scaffolding). The Kush Canine particles protect the
joint as an artificial cartilage. Based on industry sources, we estimate osteoarthritis afflicts 20 million owned dogs in the
United States and the European Union, which we believe makes canine osteoarthritis a $2.3 billion market opportunity.



Osteoarthritis
is a condition with degenerating cartilage, creating joint stiffness from mechanical stress resulting in inflammation and pain.
The lameness caused by osteoarthritis worsens with time from the ongoing loss of protective cushion and lubricity (i.e., loss
of slippery padding). There is no effective current treatment for osteoarthritis, only palliative pain therapy or joint replacement.
Non-steroidal anti-inflammatory drugs (NSAIDS) are used to alleviate the pain and inflammation, but long-term use has been shown
to cause gastric problems. NSAIDS do not treat the cartilage degeneration issue to halt or slow the progression of the osteoarthritis
condition.



We
believe that our Kush Canine osteoarthritis treatment is far superior to current treatments of using NSAID’s. NSAID’s
have many side effects, especially in canines, whereas the company’s injected Kush Canine treatment has been found to elicit
no adverse side effects. Remarkably, Kush treated dogs show an increase in activity even after they no longer are receiving pain
drugs. No special training is required for the administration of the Kush Canine devices. The treatment is injected into synovial
joint space using standard intra-articular injection technique and multiple joints can be treated simultaneously. Kush Canine
immediately treats the effects of osteoarthritis and no special post treatment care is required.



Historically,
industry data has shown that drug sales represent up to 30% of revenues at a typical veterinary practice. And we believe that
revenues and margins at veterinary practices are being eroded because online, big box and traditional pharmacies recently started
filling veterinary prescriptions. Veterinary practices are looking for ways to replace the lost prescription revenues. Our treatments
expand practice revenues & margins because they are veterinarian-administered. Our Kush Canine device is veterinarian-administered
to expand practice revenues and margins. We believe that the increased revenues and margins provided by Kush Canine will accelerate
its adoption rate and propel it forward as the standard of care for canine osteoarthritis.



We
also intend to launch in 2018 our Kush Equine device for the treatment of equine lameness in horses. The Kush Equine product has
similar features and benefits as our Kush Canine device.



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We
estimate that 1 million owned horses in the United States and European Union suffer from lameness and/or other joint/bone disease
each year, making the treatment of such afflicted horses an annual market opportunity worth $600 million.



We
plan to commercialize our products in the United States through distribution relationships supported by regional and national
distributors and veterinary associations and other groups as complemented by the use of social media to educate and inform pet
owners, and in Europe and rest of world through collaborating commercial partners and distributors.



We
believe most veterinarians in the United States buy a majority of their equipment and supplies from one of several large veterinary
products distributors. Our product distribution will leverage the existing supply chain and veterinary clinic and clinician relationships
already established by these large distributors, and we plan to support this distribution channel with regional sales representatives.
Our representatives will support our distributors and the veterinary clinics and hospitals. We will also target pet owners with
product education and treatment awareness campaigns utilizing a variety of social media tools. The unique nature and the anticipated
benefits provided by our Kush products are expected to generate significant consumer response.



RESULTS
OF OPERATIONS



We
are a development stage company with no history of commercial revenues, and we have incurred recurring substantial losses since
inception. The following discussion should be read in conjunction with our unaudited financial statements and related notes included
in this report.



Results
of Operations for the Three Months Ended June 30, 2017 and 2016



Revenue– Revenue was $1,183 for the three months ended June 30, 2017 compared to $2,009 for the three months ended June
30, 2016. Revenue in both three-month periods consisted of Kush product sample sales to veterinary clinics.



Cost
of Sales– We did not incur any cost of sales for either three-month period ended June 30, 2017 and 2016, and accordingly
our gross profit was the same as revenue for both periods.



Operating
Expenses– Operating expenses for the three months ended June 30, 2017 were $483,321 compared to $626,226 for the
three months ended June 30, 2016, which decrease of $142,905 in the 2017 first quarter was due primarily to higher stock equity
compensation in the 2016 first quarter. Research and development expenses increased from $5,497 in the 2016 first quarter to $23,866
in the 2017 first quarter. Most of our expenses in both of these quarters were general and administrative expenses, which were
$460,638 for the three months ended June 30, 2017 compared to $622,738 for the three months ended June 30, 2016.



Other
Income (Expenses)– Other income for the three months ended June 30, 2017 was $-0- compared to $24,460 for the three
months ended June 30, 2016 from gain on a debt settlement. Other expenses consisted of interest expense of $17,710 for the first
quarter of 2017 compared to interest expense of $8,686 for the first quarter of 2016.



Net
(Loss)– Our net (loss) for the three months ended June 30, 2017 was $(501,031) compared to $(610,452) for the three
months ended, which decrease of $109,421 for the 2017 first quarter was attributable primarily to higher stock compensation expenses
and salaries.



Liquidity
and Capital Resources



Our
financial position and future prospects depend significantly on our access to financing to fund our operations during our development
stage. Much of our current cost structure is based on costs related to personnel and facilities, and not subject to material variability.
In order to fund our operations and working capital needs, we historically have utilized loans from accredited investors and others,
equity sales of common stock to accredited investors and others having pre-existing relationships with us, and substantial issuances
of stock-based compensation to satisfy outstanding debt and pay for development, management, financial, professional and other
services.



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As
of June 30, 2017, our current assets were $22,269 including only approximately $5,000 in cash. In comparison, our current liabilities
as of that date were $1,559,618 consisting of $1,122,818 of accounts payable/accrued expenses and $436,800 of notes payable. Our
working capital deficiency as of June 30, 2017 was $1,537,349.



We
will need to raise substantial additional capital through private or public offerings of our equity or debt securities, or a combination
thereof, and we may have to use a material portion of any capital raised to repay past due debt obligations. To the extent any
capital raised is insufficient both satisfy operational working capital needs and meet any required debt payments, we will most
likely need to either extend, refinance or convert to equity our outstanding indebtedness.



We
currently have little cash to support our operations and projected commercial growth. Accordingly, we will require substantial
additional financing to fund our operational working capital for at least the next 12 months. Financing may be sought by us from
a number of sources such as private or public sales of our equity or convertible debt securities, and/or loans from affiliates,
banks or other financial institutions. In the event we cannot obtain any such financing when needed on terms acceptable to us,
if at all, our business would suffer substantially.



Liquidity
represents the ability of a company to generate sufficient cash to provide for its immediate cash needs, which our continued losses
have made it difficult for us to accomplish. Over the past couple years; we have continued to incur substantial losses without
any source of revenues or liquid assets, which has caused a serious and harmful effect to our liquidity and a substantial strain
on our ongoing business operations.



We
have not generated any operating cash flows since we are a development stage company which has not yet realized any commercial
revenues.



Net
Cash Used in Operating Activities — We used $(47,973) of net cash in operating activities for the three months ended
June 30, 2017 compared to $(51,235) for the three months ended June 30, 2016. This decrease in cash used in operating activities
during the 2017 first quarter was attributable decreases in stock issued for services and accrued expenses.



Net
Cash Used in Investing Activities – We used $14,102 of net cash in investing activities in the three months ended
June 30, 2017, consisting of a security deposit increase of $8,201 and a capitalized patent cost of $5,901, compared to $-0- net
cash used in investing activities in the three months ended June 30, 2016.



Net
Cash Provided by Financing Activities – During the three months ended June 30, 2017, we were provided by financing
activities with an amount of net cash of $42,000consisting of common stock subscribed of $10,500 and proceeds from common stock
sales of $31,500. In comparison, during the three months ended June 30, 2016, we were provided by financing activities with net
cash of $51,499 including proceeds from sales of common stock of $99,750 offset by aggregate repayments of $48,251 on notes, loans
and a line of credit.



MATERIAL
COMMITMENTS



Accrued
Salary



We
are indebted to related parties. At June 30, 2017, we are obligated for unpaid officer salaries and advances of $348,319. This
amount is included in accounts payable and accrued expenses.



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Notes
Payable



As
of June 30, 2017, we are obligated on the following notes:



|1.   Third
    Party Individual |  | $ | 77,295  | 
|------------------------------- |  | - | ------- | 
|2.   Bank
    Credit Line       |  |   | 50,000  | 
|Total                           |  | $ | 127,295 | 



OFF-BALANCE
SHEET ARRANGEMENTS



As
of June 30, 2017 and 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, 2017 and March 31, 2016 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



Not
applicable



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:



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| | ● | Pertain
    to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of
    our assets;                                                                                                                                                                           
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                  
| | ● | Provide
    reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
    with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with
    authorizations of management and our directors; and
| |   |                                                                                                                                                                                                                                                                                                                                  
| | ● | Provide
    reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets
    that could have a material effect on the financial statements.                                                                                                                       



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 June 30, 2017. Based on our assessment, our chief executive officer and our chief financial officer believe that, as of
June 30, 2017, our internal control over financial reporting was not effective, due to the following:



| | ● | Deficiencies
    in Segregation of Duties. Lack of proper segregation of functions, duties and responsibilities with respect to our cash and
    control over the disbursements related thereto due to our very limited staff, including our accounting personnel.                                                                                                                               
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                  
| | ● | Deficiencies
    in the staffing of our financial accounting department. The number of qualified accounting personnel with experience in public
    company SEC reporting and GAAP is limited. This weakness does not enable us to maintain adequate controls over our financial
    accounting and reporting processes regarding the accounting for non-routine and non-systematic transactions.



As
part of the preparation of this report, we have applied compensating procedures and processes as necessary to attempt 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.



Changes
in internal control over financial reporting.



There
were no significant changes in our internal control over financial reporting during the first quarter of our fiscal year ended
March 31, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.



AUDIT
COMMITTEE



Our
board of directors has established an audit committee consisting of our three independent directors. The audit committee’s
primary function is 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 are 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.



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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 our properties or
us. 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 our properties or us.



ITEM
1A. RISK FACTORS



Not
required



ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS



Unregistered
sales of our equity securities in the first quarter ended June 30, 2017 are as follows:



i)
In April-June, 2017, the Company sold 90,000 unregistered common shares in private placements to three investors for total proceeds
of $31,500, which proceeds were used for working capital purposes.



ii)
In June 2017, the Company sold an aggregate of 2,100,128 unregistered common shares valued at $1,209,919 to four of its executive
officers to settle outstanding accrued salaries owed to them.



iii)
Also in June 2017, the Company sold an aggregate of 379,500 unregistered common shares valued at $156,825 to three persons for
compensation for management and consulting services, including 160,000 shares valued at $80,000 issued to our Chief Executive
Officer.



The
sale of all the foregoing unregistered securities were pursuant to transactions not involving a public offering and thus exempt
from registration in reliance on the exemption under Section 4(a)(2) of the Securities Act of 1933, as amended.



ITEM
3. DEFAULTS UPON SENIOR SECURITIES



Not
required.



ITEM
4. MINE SAFETY DISCLOSURES



Not
required.



ITEM
5. OTHER INFORMATION



None



ITEM
6. EXHIBITS



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



|Exhibit
    No. |  | Description                                                                                                                                                                                                                                                                                 
|--------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.19           |  | Agreement and Plan of Merger dated March 20, 2017 among PetVivo Holdings, Inc., PetVivo Holdings NewCo, Inc., and Gel-Del Technologies Inc. incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 27, 2017.
|31.1            |  | Certification of Principal Executive Officer Required By Rule 13a-14(A) of the Securities Exchange Act of 1934, As Amended, As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002*                                                                                           
|31.2            |  | Certification of Principal Financial Officer Required By Rule 13a-14(A) of the Securities Exchange Act of 1934, As Amended, As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002*                                                                                           
|32.1            |  | Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*                                                                                                                                     
|32.2            |  | Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*                                                                                                                                     
|101.ins         |  | XBRL
    Instance Document**                                                                                                                                                                                                                                                                
|101.sch         |  | XBRL
    Taxonomy Schema**                                                                                                                                                                                                                                                                  
|101.cal         |  | XBRL
    Taxonomy Calculation Linkbase**                                                                                                                                                                                                                                                    
|101.def         |  | XBRL
    Taxonomy Definition Linkbase**                                                                                                                                                                                                                                                     
|101.lab         |  | XBRL
    Taxonomy Label Linkbase**                                                                                                                                                                                                                                                          
|101.pre         |  | XBRL
    Taxonomy Presentation Linkbase**                                                                                                                                                                                                                                                   










*
Filed herewith.



10


Table of Contents




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.



|January
    25, 2018 | By:  | /s/
    Wesley Hayne       
|-------------------- | ---- | ---------------------------
|                     |      | Wesley
    Hayne           
|                     | Its: | Chief
    Executive Officer
|                     |      |                            
|January
    25, 2018 | By:  | /s/
    Cynthia Jenkins    
|                     |      | Cynthia
    Jenkins        
|                     | Its: | Chief
    Financial Officer





11