U.S.
SECURITIES AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-Q/A





AMENDMENT NO. 1



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, 2018



[  ]
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. 000-55167



PetVivo
Holdings Inc.

(Name
of small business issuer in its charter)



|Nevada                                                              |  | 99-0363559                              
|------------------------------------------------------------------- |  | ----------------------------------------
|(State
    or other jurisdiction of
 incorporation or organization) |  | (I.R.S. Employer
    Identification 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 [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.



|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 June 30, 2018
|-------------------- |  | -----------------------------------
|Common Stock, $0.001 |  | 20,183,209                         




















Explanatory Note



This Amendment No. 1 to the Registrant’s
Quarterly Report on Form 10-Q for its quarter ended June 30, 2018 is being filed solely to revise and replace exhibit 32.2, which
had mistakenly included the former CFO’s name rather than John Lai in the first paragraph thereof and referred to an incorrect
period, and exhibit 32.1, which had mistakenly referred to an incorrect period.













PETVIVO
HOLDINGS, INC.

FORM
10-Q

FOR
THE PERIOD ENDED JUNE 30, 2018



INDEX



|                                                  |                                                                                       | Page
|------------------------------------------------- | ------------------------------------------------------------------------------------- | ----
|                                                  |                                                                                       |     
|SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS |                                                                                       | 3   
|                                                  |                                                                                       |     
|PART I. FINANCIAL INFORMATION                     |                                                                                       | 4   
|                                                  |                                                                                       |     
|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                        |                                                                                       | 24  
|                                                  |                                                                                       |     
|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                                        |                                                                                       | 25  



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







PART
I.



ITEM
1. FINANCIAL STATEMENTS



PETVIVO
HOLDINGS, INC.

CONDENSED
CONSOLIDATED BALANCE SHEETS

(UNAUDITED)





|                                                                                                                                                           |  | June 30, 2018 |             |   | March 31, 2018 |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ----------- | - | -------------- | -
|Assets:                                                                                                                                                    |  |               |             |   |                |  
|Current Assets                                                                                                                                             |  |               |             |   |                |  
|Cash and cash equivalents                                                                                                                                  |  | $             | 32,326      |   |                | $
|Accounts receivable                                                                                                                                        |  |               | -           |   |                |  
|Inventory                                                                                                                                                  |  |               | 104,284     |   |                |  
|Employee Advance                                                                                                                                           |  |               | 2,500       |   |                |  
|Security Deposit                                                                                                                                           |  |               | 8,201       |   |                |  
|Prepaids                                                                                                                                                   |  |               | 26,495      |   |                |  
|Total Current Assets                                                                                                                                       |  |               | 173,806     |   |                |  
|                                                                                                                                                           |  |               |             |   |                |  
|Property and Equipment:                                                                                                                                    |  |               |             |   |                |  
|Property & equipment                                                                                                                                       |  |               | 145,863     |   |                |  
|Less: accumulated depreciation                                                                                                                             |  |               | (105,763    | ) |                |  
|Total Fixed Assets                                                                                                                                         |  |               | 40,100      |   |                |  
|                                                                                                                                                           |  |               |             |   |                |  
|Other Assets:                                                                                                                                              |  |               |             |   |                |  
|Trademark and patents-net                                                                                                                                  |  |               | 1,126,654   |   |                |  
|Total Other Assets                                                                                                                                         |  |               | 1,126,654   |   |                |  
|Total Assets                                                                                                                                               |  | $             | 1,340,560   |   |                | $
|                                                                                                                                                           |  |               |             |   |                |  
|Liabilities and Stockholders’ Equity                                                                                                                       |  |               |             |   |                |  
|                                                                                                                                                           |  |               |             |   |                |  
|Current Liabilities                                                                                                                                        |  |               |             |   |                |  
|Accounts payable & accrued expenses                                                                                                                        |  | $             | 718,195     |   |                | $
|Note payable and accrued interest-related party                                                                                                            |  |               | 102,776     |   |                |  
|Accrued expenses – related party                                                                                                                           |  |               | 595,066     |   |                |  
|Total Current Liabilities                                                                                                                                  |  |               | 1,386,037   |   |                |  
|                                                                                                                                                           |  |               |             |   |                |  
|Commitments and Contingencies                                                                                                                              |  |               |             |   |                |  
|                                                                                                                                                           |  |               |             |   |                |  
|Stockholders’ Equity:                                                                                                                                      |  |               |             |   |                |  
|Preferred stock, par value $0.001, 20,000,000 shares authorized, issued -0-
    and -0- shares outstanding at June 30, 2018 and March 31, 2018             |  |               | -0          | - |                |  
|Common stock, par value $0.001, 250,000,000 shares authorized, issued 20,183,209 and
    18,279,075 shares outstanding at June 30, 2018 and March 31, 2018 |  |               | 20,183      |   |                |  
|Common stock to be issued                                                                                                                                  |  |               | 96,592      |   |                |  
|Additional Paid-In Capital                                                                                                                                 |  |               | 49,685,487  |   |                |  
|Accumulated Deficit                                                                                                                                        |  |               | (49,847,739 | ) |                |  
|Total Stockholders’ Equity                                                                                                                                 |  |               | (45,477     | ) |                |  
|Total Liabilities and Stockholders’ Equity                                                                                                                 |  | $             | 1,340,560   |   |                | $



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



4







PETVIVO
HOLDINGS, INC.

CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)





|                                                             |  | Three Months Ended |           
|------------------------------------------------------------ |  | ------------------ | ----------
|                                                             |  | June 30, 2018      |           
|                                                             |  |                    |           
|Revenues                                                     |  | $                  | -         
|                                                             |  |                    |           
|Cost of Sales                                                |  |                    | -         
|                                                             |  |                    |           
|Gross Profit                                                 |  |                    | -         
|                                                             |  |                    |           
|Operating Expenses:                                          |  |                    |           
|                                                             |  |                    |           
|Research and Development                                     |  |                    | -         
|General and Administration                                   |  |                    | 2,097,088 
|Total Operating Expenses                                     |  |                    | 2,097,088 
|                                                             |  |                    |           
|Operating Loss                                               |  |                    | (2,097,088
|                                                             |  |                    |           
|Other Income (Expense)                                       |  |                    |           
|Gain
    on Settlement of Debt                               |  |                    | -         
|Interest Expense                                             |  |                    | (2,497    
|Total Other Income (Expense)                                 |  |                    | (2,497    
|                                                             |  |                    |           
|Net Loss before taxes                                        |  |                    | (2,099,585
|                                                             |  |                    |           
|Income Tax Provision                                         |  |                    | -         
|                                                             |  |                    |           
|Net Loss                                                     |  |                    | (2,099,585
|                                                             |  |                    |           
|Net Income (Loss) Per Share- Basic And Diluted               |  | $                  | (0.11     
|                                                             |  |                    |           
|Weighted Average Common Shares Outstanding-Basic And Diluted |  |                    | 19,584,396



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



5







PETVIVO
HOLDINGS, INC.

CONDENSED
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)





|                                               |  | Common Stock |            |   | Paid-in |   |        | Accumulated |  |   | Additional


Non- controlling |   |  | Stock to be |             |   |        |  
|---------------------------------------------- |  | ------------ | ---------- | - | ------- | - | ------ | ----------- |  | - | ----------------------------- | - |  | ----------- | ----------- | - | ------ | -
|                                               |  | Shares       |            |   | Amount  |   |        | Capital     |  |   | Deficit                       |   |  | Interest    |             |   | Issued |  
|Balance March 31, 2017                         |  |              | 9,321,306  |   |         |   | 9,322  |             |  |   | 30,567,761                    |   |  |             | (45,410,816 | ) |        |  
|                                               |  |              |            |   |         |   |        |             |  |   |                               |   |  |             |             |   |        |  
|Common stock issued to reduce accrued salaries |  |              | 2,100,128  |   |         |   | 2,100  |             |  |   | 1,207,819                     |   |  |             | -           |   |        |  
|Common stock returned – salary settlement      |  |              | (681,600   | ) |         |   | (682   | )           |  |   | (342,045                      | ) |  |             | -           |   |        |  
|Common stock returned – escrow agreement       |  |              | (1,250,000 | ) |         |   | (1,250 | )           |  |   | -                             |   |  |             | -           |   |        |  
|Common stock issued to reduce debt             |  |              | 37,741     |   |         |   | 38     |             |  |   | 13,172                        |   |  |             | -           |   |        |  
|Proceeds from stock sale                       |  |              | -          |   |         |   | -      |             |  |   | -                             |   |  |             | -           |   |        |  
|Stock based compensation granted               |  |              | 1,250,000  |   |         |   | 1,250  |             |  |   | 670,796                       |   |  |             | -           |   |        |  
|Stock granted for debt conversion              |  |              | -          |   |         |   | -      |             |  |   | -                             |   |  |             | -           |   |        |  
|Common stock issued for cash                   |  |              | 1,620,000  |   |         |   | 1,620  |             |  |   | 565,380                       |   |  |             | -           |   |        |  
|Common stock issued for services               |  |              | 431,500    |   |         |   | 431    |             |  |   | 214,394                       |   |  |             | -           |   |        |  
|Stock issued for services-Gel-Del              |  |              | -          |   |         |   | -      |             |  |   | -                             |   |  |             | -           |   |        |  
|Inducement dividend for warrant exercise       |  |              | -          |   |         |   | -      |             |  |   | 30,000                        |   |  |             | -           |   |        |  
|Change in ownership of VIE                     |  |              | 5,450,000  |   |         |   | 5,450  |             |  |   | 14,330,280                    |   |  |             | -           |   |        |  
|Net Loss                                       |  |              | -          |   |         |   | -      |             |  |   | -                             |   |  |             | (2,337,338  | ) |        |  
|                                               |  |              |            |   |         |   |        |             |  |   |                               |   |  |             |             |   |        |  
|Balance March 31, 2018                         |  |              | 18,279,075 |   |         |   | 18,279 |             |  |   | 47,257,557                    |   |  |             | (47,748,154 | ) |        |  
|                                               |  |              |            |   |         |   |        |             |  |   |                               |   |  |             |             |   |        |  
|Common stock returned                          |  |              | 478,662    |   |         |   | 479    |             |  |   | 861,113                       |   |  |             | -           |   |        |  
|Common stock issued to reduce debt             |  |              | 520,749    |   |         |   | 521    |             |  |   | 276,910                       |   |  |             | -           |   |        |  
|Stock based compensation granted               |  |              | 200,000    |   |         |   | 200    |             |  |   | 41,800                        |   |  |             | -           |   |        |  
|Common stock issued for cash                   |  |              | 370,000    |   |         |   | 370    |             |  |   | 369,630                       |   |  |             | -           |   |        |  
|Common stock issued for services               |  |              | 334,723    |   |         |   | 334    |             |  |   | 599,166                       |   |  |             | -           |   |        |  
|Warrants for services                          |  |              | -          |   |         |   | -      |             |  |   | 173,184                       |   |  |             | -           |   |        |  
|Warrant compensation                           |  |              | -          |   |         |   | -      |             |  |   | 106,127                       |   |  |             | -           |   |        |  
|Net loss                                       |  |              | -          |   |         |   | -      |             |  |   | -                             |   |  |             | (2,099,585  | ) |        |  
|                                               |  |              |            |   |         |   |        |             |  |   |                               |   |  |             |             |   |        |  
|Balance June 30, 2018                          |  |              | 20,183,209 |   |         | $ | 20,183 |             |  | $ | 49,685,487                    |   |  | $           | (49,847,739 | ) |        | $



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



6







PETVIVO
HOLDINGS, INC.

CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)





|                                                                            |  | For the Three Months Ended |           
|--------------------------------------------------------------------------- |  | -------------------------- | ----------
|                                                                            |  | June 30, 2018              |           
|CASH FLOWS USED IN OPERATING ACTIVITIES:                                    |  |                            |           
|                                                                            |  |                            |           
|Net Loss For The Period                                                     |  | $                          | (2,099,585
|Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: |  |                            |           
|Non-cash consulting expense                                                 |  |                            | -         
|Depreciation and amortization                                               |  |                            | 161,119   
|Warrants issued for services                                                |  |                            | 173,184   
|Warrant compensation                                                        |  |                            | 106,127   
|Stock issued to reduce debt                                                 |  |                            | 95,464    
|Stock issued for services                                                   |  |                            | 587,200   
|Stock compensation adjustment                                               |  |                            | 861,592   
|Changes in Operating Assets and Liabilities                                 |  |                            |           
|Increase in inventory                                                       |  |                            | (78,730   
|Decrease (increase) in prepaid expense and employee advances                |  |                            | (6,547    
|Increase in advances and receivables                                        |  |                            | 163       
|Increase in accounts payable and accrued expense                            |  |                            | (49,774   
|Increase of accrued expenses - related party                                |  |                            | 5,182     
|Net Cash Used in Operating Activities                                       |  |                            | (244,605  
|                                                                            |  |                            |           
|CASH FLOWS USED IN INVESTING ACTVITITES                                     |  |                            |           
|Decrease (increase) in security deposit                                     |  |                            | 1,999     
|Purchase of equipment                                                       |  |                            | (23,181   
|Increase in patent costs                                                    |  |                            | (32,612   
|Net Cash Used in Investing Activities                                       |  |                            | (53,794   
|                                                                            |  |                            |           
|CASH FLOWS USED IN FINANCING ACTIVITIES                                     |  |                            |           
|Proceeds from stock sale                                                    |  |                            | 93,893    
|Common stock subscribed                                                     |  |                            | -         
|Decrease in note payable and accrued interest                               |  |                            | (503      
|Net Cash Provided by Financing Activities                                   |  |                            | 93,390    
|                                                                            |  |                            |           
|Net (Decrease) Increase in Cash                                             |  |                            | (205,009  
|Cash at Beginning of Period                                                 |  |                            | 237,335   
|Cash at End of Period                                                       |  | $                          | 32,326    
|                                                                            |  |                            |           
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                           |  |                            |           
|Cash Paid During The Year For:                                              |  |                            |           
|Interest                                                                    |  | $                          | 2,497     
|Income taxes paid                                                           |  | $                          | -         
|                                                                            |  |                            |           
|SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
    ACTIVITIES: |  |                            |           
|Shares issued as payment for accrued salaries                               |  | $                          | -         
|Change in variable interest equity                                          |  | $                          | -         



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



7







PetVivo
Holdings, Inc.

Notes
to Financial Statements

June
30, 2018



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, 2018 and for the three months ended June 30, 2018 and 2017 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, 2018 are not necessarily indicative of the results to be expected for the year ended March 31, 2019 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, 2018, included in our annual report on Form 10-K filed with the SEC.



The
Company is in the business of distribution of medical devices and biomaterials for the treatment of afflictions and diseases in
animals. The Company’s management development and other operations are conducted from its headquarter facilities in suburban
Minneapolis, Minnesota.



(B)
Principles of Consolidation



The
accompanying condensed consolidated financial statements include the accounts of the Company and its two wholly-owned Minnesota
corporations. All intercompany accounts have been eliminated upon consolidation.



The
accounting for the acquisition of Gel-Del Technologies, Inc. began with the Security Exchange Agreement on April 10, 2015 which
was uncompleted, and as adjusted for completion pursuant to the Agreement and Plan of Merger effective April 10, 2017 (the “Merger”). 
To complete the Merger, the Company 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.



8







(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, 2018, the Company
had $32,326 in cash and no cash equivalents.



(E)
Concentration-Risk



The Company maintains its cash with various
financial institutions, which at times may exceed limits insured by the Federal Deposit Insurance Corporation (FDIC). At June
30, 2018, cash did not exceed the FDIC uninsured balances. The management believes the Company is not exposed to any significant
credit risk on cash.



(F)
Property & Equipment



Property
and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs
are charged to operations as incurred. Depreciation is computed by the straight-line method (after taking into account their respective
estimated residual values) over the assets estimated useful life of (3) years for equipment, (5) years for automobile, and (7)
years for furniture and fixtures.



(G)
Patents and Trademarks



The
Company capitalizes direct costs for the maintenance and advancement of their patents and trademarks and amortizes these costs
over a useful life of 60 months.



(H)
Loss Per Share



Basic
loss per share is computed by dividing net loss by weighted average number of shares of common stock outstanding during each period.
Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock
equivalents and potentially dilutive securities outstanding during the period.



The
Company has 3,448,923 warrants outstanding as of June 30, 2018 with varying exercise prices ranging from $3.50 to $.30/share.
The weighted average exercise price for these warrants is $.56/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. 606, “Revenue From Contracts With Customers”.
Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration
we expect to receive in exchange for those products or services. The Company adopted the guidance on April 1, 2018 using the cumulative
catch-up transition method. This change in accounting did not have any material effect on the Company’s financial statements.
Revenues consist of KushTM 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 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.





9









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







| | ● | Level 1 - quoted
    market prices in active markets for identical assets or liabilities.                                                                                                                                                                                                                                                                                                                                         
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | ● | Level 2 - inputs
    other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar
    assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other
    inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets
    or liabilities.
| | ● | Level 3 - unobservable
    inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.                                                                                                                                                                                                                                                                     





The
Company’s financial instruments consist of accounts receivable, accounts payable, accrued expenses, accrued expenses –
related party, 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, 2018 and March 31, 2018, due to the short-term nature of these
instruments and the Company’s borrowing rate of interest.



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, 2018 and March 31, 2018.







(L)
Stock-Based Compensation - Non-Employees



Equity
Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services



The
Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance
of Sub-topic 505-50 of the FASB Accounting Standards Codification (“Sub-topic 505-50”).



Pursuant
to ASC Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity
instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument
issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument
issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will
occur.



10







If
the Company is a newly formed corporation or shares of the Company are thinly traded the use of share prices established in the
Company’s most recent private placement memorandum (“PPM”), or weekly or monthly price observations would generally
be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread
between the bid and asked quotes and lack of consistent trading in the market.



The
fair value of share options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation
model. The ranges of assumptions for inputs are as follows:



| | ● | Expected term of
    share options and similar instruments: Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification
    the expected term of share options and similar instruments represents the period of time the options and similar instruments
    are expected to be outstanding taking into consideration of the contractual term of the instruments and holder’s expected
    exercise behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate
    holder’s expected exercise behavior. If the Company is a newly formed corporation or shares of the Company are thinly
    traded the contractual term of the share options and similar instruments is used as the expected term of share options and
    similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which
    to estimate expected term.                                                                                                                                                      
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | ● | Expected volatility
    of the entity’s shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded
    or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company
    to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons
    for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the
    average historical volatility of the comparable companies over the expected contractual life of the share options or similar
    instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations
    would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations
    for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent
    trading in the market.
| | ● | Expected annual
    rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term
    shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield
    is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within
    the expected term of the share options and similar instruments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ● | Risk-free
    rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used.
    The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the
    expected term of the share options and similar instruments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        



Pursuant
to Paragraphs 505-50-25-8 and 505-50-25-9, an entity may grant fully vested, non-forfeitable equity instruments that are exercisable
by the grantee only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee
achieves specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and
in the same manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of
paying with, or using, the equity instruments. A recognized asset, expense, or sales discount shall not be reversed if a share
option and similar instrument that the counterparty has the right to exercise expires unexercised.



(M)
Income Taxes



The
Company accounts for income taxes under Accounting Standards Codification (ASC) Topic 740. Deferred tax assets and liabilities
are determined based upon differences between financial reporting and tax bases of assets and liabilities and are measured using
the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is provided
when it is more likely than not that some portion or all of a deferred tax asset will not be realized.



11







The
Company adopted the provisions of ASC Topic 740, on January 1, 2007. Previously, the Company had accounted for tax contingencies
in accordance with Statement of Financial Accounting Standards No. 5, Accounting for Contingencies.As required by ASC
Topic 450, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax
authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not
threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood
of being realized upon ultimate settlement with the relevant tax authority. At the adoption date, the Company applied ASC Topic
740 to all tax positions for which the statute of limitations remained open. As a result of the implementation of ASC Topic 740,
the Company did not recognize any change in the liability for unrecognized tax benefits.



The
Company is not currently under examination by any federal or state jurisdiction.



The
Company’s policy is to record tax-related interest and penalties as a component of operating expenses.



(L)
Recent Accounting Pronouncements



In
February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) to increase transparency and comparability among organizations
by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements.
Topic 842 affects any entity that enters into a lease, with some specified scope exemptions. The guidance in this ASU supersedes
Topic 840, Leases. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from
leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability)
and a right-of-use (“ROU”) asset representing its right to use the underlying asset for the lease term. For public
companies, the amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods
within those fiscal years. The Company expects to recognize ROU assets and related obligations upon adoption of ASU 2016-02. The
Company does not expect the adoption on this new standard to have any material effect upon the financial statements.



The
change from revenue recognition according to FASB issued ASC 605 to ASC 606 had no effect on the Company’s financial statements
for the years ending March 31, 2017 and March 31, 2018, or the quarters ending June 30, 2017, and June 30, 2018.



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





NOTE
2- RELATED PARTY PAYABLE



At
June 30, 2018, the company is obligated for an officer note payable and accrued interest in the total amount of $102,776.





12







NOTE
3- 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.



NOTE
4- COMMON STOCK AND WARRANTS



Common
Stock



During
the three-month period ended June 30, 2018 the Company issued 1,904,134 shares of common stock including:



i)
478,662 were issued to the Company’s President, John Lai, to replace shares he placed into escrow in 2017 valued at $861,592;

ii)
520,749 shares were to reduce debt valued at $277,431, 485,287 of these shares valued at $181,967 were recorded in our
financial statements during fiscal year ended March 31, 2018;

iii)
200,000 were issued as compensation to the Company’s CEO, Wesley Hayne, valued at $42,000, these shares were granted and
recorded to expense and Additional Paid in Capital during the fiscal year ended March 31, 2018;

iv)
370,000 were issued for cash valued at $370,000, 60,000 of which were due to the exercise of warrants at $1.00 per share, 250,000
were from a private offering to one individual in December of 2017 for $250,000, and 60,000 were from a private offering to one
individual in September of 2016 for $60,000;

v)
334,723 were issued for services valued at $599,500, 324,723 shares valued at $584,500 were issued to the Company’s President,
John Lai, to replace shares given up to obtain financing in 2015.



Warrants



During
the three-month period ended June 30, 2018 the Company granted warrants to purchase a total of 250,000 shares of common stock
including:



i)
warrants for 80,000 shares to two advisory board members for service, vested semi-annually over two years, and exercisable over
a five-year term at $1.00/share;

ii)
warrants for 80,000 shares to John Carruth, the Company’s Controller, in consideration of his employment, vested quarterly
over two years, and exercisable over a five-year term at $1.00/share;

iii)
warrants for 30,000 shares to a lawyer for general legal counsel, fully-vested and exercisable over a five-year term at $1.00/share;

iv)
warrants for 60,000 shares to various information technology service providers for IT services, vested as billed, exercisable
over a five-year term.



During
the three-month period ended June 30, 2018 the Company reduced previous grants of warrants to purchase 100,000 shares of common
stock including:



i)
warrants for 60,000 shares from a service provider due to the termination of a contract;

ii)
warrants for 40,000 shares from a former advisory board member due to the termination of a contract.



During
the three-month period ended June 30, 2018 warrants to purchase 187,786 shares of common stock with a strike price of $.50 per
share were exercised for $93,893 in cash.



13







A
summary of warrant activity for the periods ending March 31, 2018 and June 30, 2018 is as follows:



|                            |  | Number of Warrants |           |  | Weighted-Average Exercise
                                                                                Price |  |      | Warrants Exercisable |  |  | Weighted-Average Exercisable
                                                                                Price | 
|--------------------------- |  | ------------------ | --------- |  | --------------------------------------------------------------------------------------------------------------- |  | ---- | -------------------- |  |  | ------------------------------------------------------------------------------------------------------------------ | 
|                            |  |                    |           |  |                                                                                                                 |  |      |                      |  |  |                                                                                                                    | 
|Outstanding, March 31, 2017 |  |                    | 133,250   |  |                                                                                                                 |  | 2.00 |                      |  |  | 133,250                                                                                                            | 
|                            |  |                    |           |  |                                                                                                                 |  |      |                      |  |  |                                                                                                                    | 
|Granted                     |  |                    | 3,413,459 |  |                                                                                                                 |  | .54  |                      |  |  |                                                                                                                    | 
|                            |  |                    |           |  |                                                                                                                 |  |      |                      |  |  |                                                                                                                    | 
|Exercised                   |  |                    | 60,000    |  |                                                                                                                 |  | 1.50 |                      |  |  |                                                                                                                    | 
|                            |  |                    |           |  |                                                                                                                 |  |      |                      |  |  |                                                                                                                    | 
|Outstanding, March 31, 2018 |  |                    | 3,486,709 |  |                                                                                                                 |  | .59  |                      |  |  | 2,433,601                                                                                                          | 
|                            |  |                    |           |  |                                                                                                                 |  |      |                      |  |  |                                                                                                                    | 
|Granted                     |  |                    | 250,000   |  |                                                                                                                 |  | 1.00 |                      |  |  |                                                                                                                    | 
|                            |  |                    |           |  |                                                                                                                 |  |      |                      |  |  |                                                                                                                    | 
|Exercised                   |  |                    | 187,786   |  |                                                                                                                 |  | .50  |                      |  |  |                                                                                                                    | 
|                            |  |                    |           |  |                                                                                                                 |  |      |                      |  |  |                                                                                                                    | 
|Canceled                    |  |                    | 100,000   |  |                                                                                                                 |  | 1.00 |                      |  |  |                                                                                                                    | 
|                            |  |                    |           |  |                                                                                                                 |  |      |                      |  |  |                                                                                                                    | 
|Outstanding, June 30, 2018  |  |                    | 3,448,923 |  |                                                                                                                 |  | .61  |                      |  |  | 2,316,974                                                                                                          | 



At
June 30, 2018, the range of warrant prices for shares under warrants and the weighted-average remaining contractual life is as
follows:



|                                |           |  | Warrants Outstanding |  |           | Warrants Exercisable            | 
|------------------------------- | --------- |  | -------------------- |  | --------- | ------------------------------- | 
|Range of Warrant Exercise Price |           |  | Number of Warrants   |  |           | Weighted-Average Exercise Price | 
|                                | .30-.50   |  |                      |  | 2,615,673 |                                 | 
|                                |           |  |                      |  |           |                                 | 
|                                | .51-1.00  |  |                      |  | 760,000   |                                 | 
|                                |           |  |                      |  |           |                                 | 
|                                | 1.01-3.50 |  |                      |  | 73,250    |                                 | 



14







NOTE
5– MERGER AGREEMENT WITH GEL-DEL



On
November 21, 2014, the respective Boards of Directors and executive officers of our company and of Gel-Del Technologies, Inc.,
a Minnesota corporation (“Gel-Del”), entered into and agreed to a merger between our company and Gel-Del, subject
to approval by our shareholders and the shareholders of Gel-Del. Approval of our shareholders of this initial merger was obtained
by us on April 10, 2015 through a Written Consent pursuant to Nevada corporate statutes, and approval of Gel-Del shareholders
was obtained through a meeting of its shareholders duly held on March 25, 2015 pursuant to Minnesota corporate statutes. Concurrent
with obtaining full shareholder approval, we also appointed the directors of Gel-Del as directors of our company.



We
then controlled Gel-Del, combined all Gel-Del operations with ours, and became responsible to provide future funding for Gel-Del.
Accordingly, we concluded that Gel-Del was a VIE entity for which we were the primary beneficiary and that for accounting purposes,
we would consolidate our financial statements with those of Gel-Del. As required by US GAAP accounting, our initial consolidation
of this VIE was accounted for similar to a business combination with the assets and liabilities of Gel-Del stated at their fair
value. In light of the pending merger, we determined the fair value of Gel-Del based on the agreed consideration of 4,150,000
common shares using the $4.02 per share trading price of our common stock at April 10, 2015. The assets of Gel-Del equaled $295,716
and its liabilities were $2,295,462 for a difference of $1,999,746 that resulted in a total purchase consideration of $18,978,462.
We allocated $13,407,693 to goodwill and $5,570,769 to patents and trademarks. We recorded a non-controlling interest of $16,683,000.



We
were unable to consummate the initial merger agreement with Gel-Del due primarily to a substantial public market decline in the
trading value of our common stock. In order to complete our Gel-Del merger, in early 2017 we agreed to provide Gel-Del an additional
31.3% of our common shares than was provided for in the initial merger agreement. Accordingly, pursuant to an Agreement of Merger
dated March 20, 2017, our management and Gel-Del management revised the structure and terms of the Gel-Del merger to provide for
the issuance of these additional shares to Gel-Del and to effect the transaction through a statutory triangular merger. The revised
merger was then completed under Minnesota Statutes whereby Gel-Del and a wholly-owned subsidiary of ours (which was incorporated
in Minnesota expressly for this transaction) completed this triangular merger (the “Merger”). Pursuant to the Merger,
Gel-Del was the surviving entity and concurrently became our wholly-owned subsidiary, resulting in our obtaining full ownership
of Gel-Del. Our primary reason to effect the Merger was to obtain 100% ownership and control of Gel-Del and its patented bioscience
technology, including ownership of Gel-Del’s Cosmeta subsidiary. The effective date for the Merger was April 10, 2017 when
the Merger was filed officially with the Secretary of State of Minnesota.



Pursuant
to the Merger, we issued a total of 5,450,000 shares of our common stock pro rata to the pre-merger shareholders of Gel-Del, resulting
in each outstanding common share of Gel-Del being converted into 0.788 common share of our company. Gel-Del did not have any outstanding
options, warrants, convertible debt, or other rights convertible into equity. The 5,450,000 shares represented approximately 30%
of our total post-merger outstanding common shares and were valued at the closing price of our common shares on the effective
date of the Merger of $0.40 per share, resulting in total consideration of $2,180,000. Incident to completion of the Merger, we
recorded an impairment loss of approximately $14,700,000 including $13,407,693 in goodwill and approximately $1,292,307 in patents
and trademarks, in order to account for the decline in our initial valuation of Gel-Del. In accordance with authoritative guidance,
the non-controlling interest associated with Gel-Del was reclassified to additional paid-in capital, including the difference
between the non-controlling interest and the consideration paid.



15









NOTE
6– LEASE AND COMMITMENTS



Rent
expense for the three months ended June 30, 2018 & June 30, 2017 were $14,607 and $13,693, respectively.



In
February of 2018 the Company entered into a lease with a 90-day notice clause for 500 square feet of manufacturing and office
space in Rochester, MN.



The
Company entered into an eighty-four month lease for 3,577 square feet of newly constructed office, laboratory and warehouse space
located in Edina, Minnesota on May 3, 2017. The base rent is $2,078 per month and the Company is responsible for its proportional
share of common space expenses, property taxes, and building insurance. Future minimum rental commitments are as follows:







|Year Ended March 31, |  |   |         | 
|-------------------- |  | - | ------- | 
|2019                 |  | $ | 18,702  | 
|2020                 |  | $ | 24,936  | 
|2021                 |  | $ | 24,936  | 
|2022                 |  | $ | 24,936  | 
|2023                 |  | $ | 24,936  | 
|Thereafter           |  | $ | 21,770  | 
|                     |  | $ | 140,216 | 



NOTE
7– SUBSEQUENT EVENTS







On July 2nd, 2018 the Company
gave its manufacturing contractor in Rochester, MN a 90-day notice to cancel the lease and agreement; the financial impact of
this cannot be fully measured. Subsequently, the Company entered into a lease and agreement with a 60-day notice clause for 1,000
square feet of manufacturing and office space in White Bear Lake, MN; this is detailed further in the 8-K filed on August 20,
2018 that is incorporated by reference in Exhibit 10.20.





On August 14th, 2018 the Board
of Directors acted to appoint three new Directors to the Board pending the Company acquire Directors and Officers insurance; these
Directors are Sherry Grisewood, Robert Rudelius, and Joseph Jasper.





16







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



GENERAL



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.”



Minnesota
PetVivo Inc.



On
March 11, 2014, our Board of Directors authorized the execution of that certain securities exchange agreement dated March 11,
2014 (the “Securities Exchange Agreement”) with PetVivo Inc., a Minnesota corporation (“PetVivo”), and
the shareholders of PetVivo. In accordance with the terms and provisions of the Securities Exchange Agreement, we acquired all
of the issued and outstanding shares of stock of PetVivo, thus making PetVivo our wholly-owned subsidiary, in exchange for the
issuance to the PetVivo shareholders of an aggregate 2,310,939,804 shares of our common stock as adjusted for a reverse stock
split effective soon after this merger.



PetVivo
was founded in 2013 by 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 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 in a License Agreement for commercialization of Gel-Del technology for the treatment of pets and other animals.



17







Gel-Del
Technologies Inc.



Gel-Del
is a biomaterial and medical device development and manufacturing company with its offices in Edina, Minnesota, and was founded
in 1999 by its chief executive officer, Dr. David B. Masters. Dr. Masters developed Gel-Del’s proprietary biomaterials that
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 has also
successfully completed a pivotal clinical trial using their novel thermoplastic biomaterial as dermal filler for human cosmetic
applications. Gel-Del’s 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 the Licensing Agreement, in 2014 our management and the management of 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.



Gel-Del
Merger



In
November 2014 the respective Boards of Directors and executive officers of our company and of Gel-Del Technologies, Inc., a Minnesota
corporation, (“Gel-Del”) entered into a merger agreement between our company and Gel-Del, subject to approval of our
shareholders and Gel-Del shareholders. Shareholder approval of this merger was obtained from shareholders of Gel-Del in March
2015 and from our shareholders in April 2015, and concurrently we also appointed the directors of Gel-Del to our Board of Directors.
We then controlled Gel-Del, combined all Gel-Del operations with ours, and were responsible to provide future funding for Gel-Del.
Accordingly, we concluded that Gel-Del was a VIE entity for which we were the primary beneficiary and that for accounting purposes,
we would consolidate our financial statements with those of Gel-Del with the assets and liabilities of Gel-Del stated at their
fair value. We also determined the fair value of the Gel-Del assets and liabilities was based on the $4.02 per share trading price
of our common stock at April 10, 2015, resulting in the total purchase consideration being $18,978,462.



We
were unable to consummate this initial merger agreement with Gel-Del due primarily to a substantial public market decline in the
value of our common stock during 2015-2016. In order to complete the Gel-Del merger, in early 2017 we agreed to provide Gel-Del
an additional 31.3% of our common shares than was required in the initial merger agreement. Accordingly, our management and Gel-Del
management revised the structure and terms of the Gel-Del merger to provide for the issuance of these additional shares to Gel-Del
and to effect the transaction through a statutory triangular merger. The Gel-Del merger was then completed under Minnesota Statutes
whereby Gel-Del and a wholly-owned subsidiary of ours (which was incorporated in Minnesota expressly for this transaction) completed
the triangular merger (the “Merger”). Pursuant to the Merger, Gel-Del was the surviving entity and concurrently became
our wholly-owned subsidiary, resulting in our obtaining full ownership of Gel-Del. Our primary reason to effect the Merger was
to obtain 100% ownership and control of Gel-Del and its patented bioscience technology, including ownership of Gel-Del’s
Cosmeta subsidiary. The effective date for the Merger was April 10, 2017 when the Merger was filed officially with the Secretary
of State of Minnesota.





Pursuant
to the Merger, we issued a total of 5,450,000 shares of our common stock pro rata to the pre-merger shareholders of Gel-Del, resulting
in each outstanding common share of Gel-Del being converted into 0.788 common share of our company. The 5,450,000 shares represented
approximately 30% of our total post-merger outstanding common shares and were valued at the closing price of our common shares
on the effective date of the Merger of $0.40 per share, resulting in total consideration of $2,180,000. Incident to completion
of the Merger, we also recorded an impairment loss of approximately $14,700,000 in order to account for the decline in our initial
valuation of Gel-Del in 2015. For additional information regarding our accounting treatment of the Gel-Del merger and the related
large impairment loss recorded in 2017 due to the decline in value of Gel-Del from the initial uncompleted merger transaction
and the 2017 completed merger transaction, see Note 5 to the financial statements included in this Annual Report on Form 10-K.





18







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 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.



We
launched our lead product, the KushTM System in Q2 2018. The Kush System is a veterinarian-administered joint
injection for the treatment of osteoarthritis and lameness in dogs and horses. The Kush System device is made from natural components
that are lubricious and cushioning to perform like cartilage for the treatment of pain and inflammation associated with osteoarthritis.



We
believe that the Kush System is a superior treatment that safely improves joint function. The reparative KushTM particles
are lubricious, cushioning and long-lasting. The spongy, protein-based particles in the Kush System mimic the composition and
protective function of cartilage (i.e., providing both a slippery cushion and healing scaffolding). The Kush System particles
protect the joint as an artificial cartilage.



Using
industry sources we estimate osteoarthritis afflicts 20 million owned dogs in the United States and the European Union, making
canine osteoarthritis a $2.3 billion market opportunity. See Johnston, Spencer A. “Osteoarthritis. Joint anatomy, physiology,
and pathobiology.” The Veterinary clinics of North (1997):699-723;



http://www.humanesociety.org/issues/petoverpopulation/facts/pet_ownership_statistics.html;

and
http://www.americanpetproducts.org/press_industrytrends.asp.



In
addition to being a treatment for osteoarthritis, the joint cushioning and lubricity effects of The KushTM System device
have shown an ability to treat equine lameness that is due to navicular disease (a problem associated with misalignment of joints
and bones in the hoof and digits).



No
special training is required for the administration of the Kush System devices. The treatment is injected into synovial joint
space using standard intra-articular injection technique and multiple joints can be treated simultaneously. The Kush System immediately
treats effects of osteoarthritis with no special post-treatment requirements.



Historically,
drug sales represent up to 30% of revenues at a typical veterinary practice (Veterinary Practice News). 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 and
margins because they are veterinarian-administered. The Kush System device is veterinarian-administered to expand practice revenues
and margins. We believe that the increased revenues and margins provided by the Kush System will accelerate its adoption rate
and propel it forward as the standard of care for canine and equine lameness related to or due to synovial joint issues.



19







Based
on a variety of industry sources we estimate that 1 million owned horses in the United Stated and European Union suffer from lameness
and/or navicular disease each year, making the equine lameness and navicular disease market an annual opportunity worth $600 million.
See Kane, Albert J., Josie Traub-Dargatz, Willard C. Losinger, and Lindsey P. Garber; “The occurrence and causes of lameness
and laminitis in the US horse population” Proc Am Assoc Equine Pract. San Antonio (2000): 277-80; Seitzinger, Ann Hillberg,
J. L. Traub-Dargatz, A. J. Kane, C. A. Kopral, P. S. Morley, L. P. Garber, W. C. Losinger, and G. W. Hill. “A comparison
of the economic costs of equine lameness, colic, and equine protozoal myeloencephalitis (EPM).” In Proceedings, pp. 1048-1050.
2000; and Kilby, E. R. 10 CHAPTER, The Demographics of the U.S. Equine Population, The State of the Animals IV: 2007.



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 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 treatment of osteoarthritis in canines using the Kush System is far superior to the current methodology of using
NSAIDs. NSAIDs have many side effects, especially in canines, whereas the company’s treatment using the Kush System 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 medication.



We
anticipate growing our product pipeline through the acquisition or in-licensing of additional proprietary products from human
medical device companies specifically for use in pets. In addition to commercializing our own products in strategic market sectors
and in view of the company’s vast proprietary product pipeline, the Company anticipates establishing strategic out-licensing
partnerships to provide secondary revenues.



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



Most
veterinarians in the United States buy a majority of their equipment and supplies from one of six veterinary-product distributors.
Combined, these six distributors deliver more than 85%, by revenue, of the products sold to companion animal veterinarians in
the U.S. Our product distribution will leverage the existing supply chain and veterinary clinic and clinician relationships already
established by these large distributors. 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 products are expected to generate significant consumer response.



Gel-Del
Particles have been through a human trial and have been classified as a medical device. The FDA does not require submission of
a 510(k) or formal pre-market approval for medical devices used in veterinary medicine. We have completed initial commercial production
and have commenced marketing our Kush products in calendar Q2 2018. We anticipate selling through existing veterinary distributors.



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, 2018 and 2017



Revenue– Revenue was $-0- for the three months ended June 30, 2018 compared to $1,183 for the three months ended June 30,
2017. Revenue in both three-month periods consisted of Kush product sample sales to veterinary clinics.



20







Cost
of Sales– We did not incur any cost of sales for either three-month period ended June 30, 2018 and 2017, and accordingly
our gross profit was the same as revenue for both periods.



Operating
Expenses– Operating expenses for the three months ended June 30, 2018 were $2,097,088 compared to $483,321 for
the three months ended June 30, 2017; the increase of $1,613,767 in the 2018 first quarter was due primarily to increased stock
issuances. Research and development expenses decreased from $23,866 in the 2017 first quarter to $-0- in the 2018 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 $2,097,088 for the three months ended June 30, 2018.



Other
Expenses– Other expenses for the three months ended June 30, 2018 of ($2,497) is due to interest paid on a note
payable – related party; this is compared to ($17,710) incurred during the three months ended June 30, 2017, which is mainly
attributable to interest accrued on past due invoices.



Net
(Loss)– Our net (loss) for the three months ended June 30, 2018 was ($2,099,585) compared to ($501,031) for the
three months ended June 30, 2017. The increased loss of ($1,598,554) for the 2018 first quarter was attributable primarily to
higher stock issuance expenses.



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.



As
of June 30, 2018, our current assets were $173,806 including approximately $32,326 in cash and $104,284 in inventory. In comparison,
our current liabilities as of that date were $1,386,037 consisting of $718,195 of accounts payable/accrued expenses and $102,776
of notes payable. Our working capital deficiency as of June 30, 2018 was $1,212,231.



The
Company’s inventory has a carrying value of $104,284 and is broken down into $48,603 of finished goods inventory, $37,980
of work in process inventory, and $17,701 of raw materials.



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 to 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 ($237,355) of net cash in operating activities for the three months
ended June 30, 2018 compared to ($47,973) for the three months ended June 30, 2017. This increase in cash used in operating activities
during the 2018 first quarter was attributable primarily to increases in inventory.



21







Net
Cash Used in Investing Activities – We used ($61,034) of net cash in investing activities in the three months ended
June 30, 2018, consisting of ($30,421) of purchases of equipment and a capitalized patent cost of ($32,612), these were partially
offset by a $1,999 decrease in security deposit asset that was reclassified to prepaids; this is compared to ($14,102) net cash
used in investing activities in the three months ended June 30, 2017.



Net
Cash Provided by Financing Activities – During the three months ended June 30, 2018, we were provided by financing
activities with an amount of net cash of $93,380 consisting of $93,893 in proceeds from common stock sales and a ($513) decrease
in a note payable and accrued interest. In comparison, during the three months ended June 30, 2017, we were provided by financing
activities with net cash of $42,000 including proceeds from sales of common stock of $31,500 and $10,500 of common stock subscribed.



Inventory



Inventories
are stated at cost, subject to the lower of cost or net realizable value. Cost includes materials, labor, and manufacturing overhead
related to the purchase and production of inventories. Net realizable value is the estimated selling price less estimated costs
of completion, disposal, and transportation. We regularly review inventory quantities on hand through an inventory count.



MATERIAL
COMMITMENTS



Accrued
Salary



We
are indebted to related parties. At June 30, 2018, we are obligated for unpaid officer salaries of $479,064. This amount is included
in accrued expenses – related party.



Notes
Payable



As
of June 30, 2018, we are obligated on the following notes:



|1. Third Party Individual |  | $ | -0-     | 
|------------------------- |  | - | ------- | 
|2. Related Party          |  |   | 102,776 | 
|Total                     |  | $ | 102,776 | 



OFF-BALANCE
SHEET ARRANGEMENTS



As
of June 30, 2018, 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, 2018 and March 31, 2017 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.



22









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:



| | ● | 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, 2018. Based on our assessment, our chief executive officer and our chief financial officer believe that, as of
June 30, 2018, 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.                                                            
| |   |                                                                                                                                                                                                                                                                   
| | ● | Limited
    checks and balances in processing cash and other 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, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.



23







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.



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, 2018 are as follows:



i)
95,462 shares were sold to reduce debt valued at $95,462;

ii)
187,786 shares were sold for cash valued at $93,893 to three persons and the cash was used for working capital purposes, these
shares originated from warrant exercises;

iii)
2,093 shares were sold for information technology services valued at $2,700.



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.
|10.20           |  | Entry Into a Material Definitive Agreement dated August 14th, 2018 among CytoMedical Design Group and PetVivo Holdings, Inc. incorporated by reference to Exhibit 1.01 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14th, 2018.            
|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.



24







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.





|December 10, 2018 | By:  | /s/ John Lai                                                                   
|----------------- | ---- | -------------------------------------------------------------------------------
|                  |      | John Lai                                                                       
|                  | Its: | President, CFO and Director
        (Principal Financial and Executive Officer)
|                  |      |                                                                                
|December 10, 2018 | By:  | /s/ John Carruth                                                               
|                  |      | John Carruth                                                                   
|                  | Its: | Controller
        (Principal Accounting Officer)                              









25