UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K/A

Amendment
No. 1





[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the fiscal year ended March 31, 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 Number: 000-55167



PetVivo
Holdings, Inc.

(Exact
name of registrant as specified in its charter)



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



|5251
                                         Edina Industrial Blvd.
        Edina,
        Minnesota |  | 55439         
|----------------------------------------------------------------------------------------------------- |  | --------------
|(Address
    of principal executive offices)                                                          |  | (Zip
    Code)



(952)
405-6216

(Registrant’s
Telephone Number, Including Area Code)



Securities
registered under Section 12(b) of the Act:



|Title
    of each class registered: |  | Name
    of each exchange on whichregistered:
|----------------------------------- |  | ---------------------------------------------
|None                                |  | None                                         



Securities
registered under Section 12(g) of the Act:



|Title
    of each class registered: |  | 
|----------------------------------- |  | 
|Common
    Stock, par value $0.001  |  | 



Indicate
by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

[  ]
Yes [X] No



Indicate
by check mark if registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [  ]
Yes [X] No



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 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.



[X]
Yes [  ] 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 (§ 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). [X] Yes [  ]
No



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. [X]



Indicate
by check mark whether the registrant is a large accelerated file, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.



|Large
    accelerated filer                       | [  ] | Accelerated
    filer         | [  ]
|------------------------------------------------- | ---- | ----------------------------- | ----
|Non-accelerated
    filer                         | [  ] | Smaller
    reporting company | [X] 
|(Do
    not check if a smaller reporting company) |     



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[  ]
Yes [X] No



State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price
at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of
the registrant’s most recently completed second fiscal quarter— $19,976,574.



As
of March 31, 2018, there were 18,279,075 shares of the issuer’s $.001 par value common stock issued and outstanding.



Documents
incorporated by reference. There are no annual reports to security holders, proxy information statements, or any prospectus filed
pursuant to Rule 424 of the Securities Act of 1933 incorporated herein by reference.




















Explanatory
Note



This
Amendment No. 1 to the Registrant’s Annual Report on Form 10-K for its period ending March 31, 2018 is being filed solely
to include added disclosures relating to the approval process and nature of regulatory oversight as they pertain to our products
for both pet and human use, Item 405 of Regulation S-K, and Item 401(f) of Regulation S-K.













TABLE
OF CONTENTS



|             |                                                                                                                  | Page
|------------ | ---------------------------------------------------------------------------------------------------------------- | ----
|             |                                                                                                                  |     
|             | PART
    I                                                                                                       |     
|             |                                                                                                                  |     
|Item
    1.  | Business                                                                                                         | 2   
|Item
    1A. | Risk
    Factors                                                                                                 | 14  
|Item
    2.  | Properties                                                                                                       | 21  
|Item
    3.  | Legal
    Proceedings                                                                                            | 21  
|Item
    4.  | Mine
    Safety Disclosures                                                                                      | 21  
|             |                                                                                                                  |     
|             | PART
    II                                                                                                      |     
|             |                                                                                                                  |     
|Item
    5.  | Market
    for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 22  
|Item
    6.  | Selected
    Financial Data                                                                                      | 23  
|Item
    7.  | Management’s
    Discussion and Analysis of Financial Condition and Results of Operations                        | 23  
|Item
    7A. | Quantitative
    and Qualitative Disclosures About Market Risk                                                   | 26  
|Item
    8.  | Financial
    Statements and Supplementary Data                                                                  | 26  
|Item
    9.  | Changes
    in and Disagreements with Accountants on Accounting and Financial Disclosure                         | 27  
|Item
    9A. | Controls
    and Procedures                                                                                      | 27  
|Item
    9B. | Other
    Information                                                                                            | 28  
|             |                                                                                                                  |     
|             | PART
    III                                                                                                     |     
|             |                                                                                                                  |     
|Item
    10. | Directors,
    Executive Officers and Corporate Governance                                                       | 28  
|Item
    11. | Executive
    Compensation                                                                                       | 32  
|Item
    12. | Security
    Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               | 33  
|Item
    13. | Certain
    Relationships and Related Transactions, and Director Independence                                    | 34  
|Item
    14. | Principal
    Accounting Fees and Services                                                                       | 35  
|             |                                                                                                                  |     
|             | PART
    IV                                                                                                      |     
|             |                                                                                                                  |     
|Item
    15. | Exhibits,
    Financial Statement Schedules                                                                      | 36  











PART
I



Forward-Looking
Information



This
Annual Report of PetVivo Holdings, Inc. on Form 10-K contains forward-looking statements, particularly those identified with the
words, “anticipates,” “believes,” “expects,” “plans,” “intends,” “objectives,”
and similar expressions. These statements reflect management’s best judgment based on factors known at the time of such
statements. The reader may find discussions containing such forward-looking statements in the material set forth under “Management’s
Discussion and Analysis and Plan of Operations,” generally, and specifically therein under the captions “Liquidity
and Capital Resources” as well as elsewhere in this Annual Report on Form 10-K. Actual events or results may differ materially
from those discussed herein. The forward-looking statements specified in the following information have been compiled by our management
on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however,
are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.
The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates
of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances.
As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions
from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the
outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability
of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements
specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.



ITEM
1. BUSINESS



BACKGROUND



We
were incorporated as Pharmascan Corp. in the State of Nevada on March 31, 2009. On September 21, 2010, we filed a Certificate
of Amendment to our Articles of Incorporation and changed our name to Technologies Scan Corp. On April 1, 2014, we filed a Certificate
of Amendment to our Articles of Incorporation and changed our name to “PetVivo Holdings, Inc.”



Minnesota
PetVivo



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.



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.



2







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 variable interest entity (VIE) 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 6 to the financial statements included in this Annual Report on Form 10-K.



Company
Overview



We
are based in suburban Minneapolis, Minnesota. We are a biomedical device company, which has been primarily engaged in the business
of adapting human biomedical technology for products to be introduced for commercial sale in the veterinary market to treat pets
and other animals suffering from arthritis and other afflictions. Our initial product, now being commercialized, is a medical
device featuring injections of patented gel-like biomaterials into the afflicted body parts of dogs and horses suffering from
osteoarthritis. The technology and manufacturing capability of this product was developed by Gel-Del and acquired by us in the
Gel-Del merger.



3







CURRENT
BUSINESS OPERATIONS



General



| | 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).



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.





4







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.



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.



Our
current pipeline includes 17 therapeutic devices for both veterinary and human clinical applications. Some of the therapeutic
devices for veterinary and human clinical applications may be regulated by the FDA or other equivalent regulatory agencies, including
but not limited to the Center for Veterinary Medicine (CVM). Such regulatory agencies will implement approval and regulatory oversight
processes similar to those identified herein in the section labeled “Regulation – Human and Veterinary Use.”









5







In
our past couple filings of our annual report on Form 10-K, we mistakenly included a current pipeline table as above which was
incorrect, and the foregoing table has been revised to reflect our current estimates of each product for the above categories.
The primary reason we failed to satisfy the respective estimated dates in any earlier filings was because we did not receive anticipated
substantial funding needed to satisfy those earlier performance estimates.



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.



Gel-Del
Technology



Our
wholly-owned subsidiary entered into that certain exclusive license agreement and manufacturing and supply agreement dated August
2, 2013 (the “License Agreement”) with Gel-Del pertaining to the manufacture and supply of products by Gel-Del derived
from certain technology, including protein-based biomaterials and devices, which are beneficial for the veterinary treatment of
animals having orthopedic joint afflictions (the “Technology”). We have since terminated the License Agreement based
upon consummation of the Gel-Del merger.



Gel-Del
is our wholly-owned subsidiary and is a biomaterial and medical device manufacturing company based in our main offices in Edina,
Minnesota. We and our Gel-Del subsidiary are in the process of commercializing Gel-Del’s technology in the veterinary field
for the treatment of osteoarthritis in animals. 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.





6







Below
is a listing of future applications of Gel-Del technologies:



Dermal
Filler



| | Gel-Del®biomaterials are constructed from purified water, protein, and carbohydrate, tailored
                                         to simulate different body tissues that biologically integrate (bio-integration). Gel-Del’s
                                         technology is used to manufacture CosmetaLife®, dermal filler for wrinkle
                                         treatment by injection. These formed gel-particles fill, integrate and rejuvenate dermal
                                         skin tissue to remove the wrinkle.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Cardiovascular
Devices



| | The
                                         blood compatible Gel-Del material, which allows blood contact and bio-integrative processes
                                         to occur without clotting, platelet attachment, or thrombogenesis, is used to repair
                                         cardiovascular tissue. VasoGraft®, a blood vessel graft made from Gel-Del
                                         VasoCoverTM material, is designed to mimic natural blood vessel tissue in almost
                                         every respect, including the components used.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Drug
Delivery



| | Unique
                                         fabrication techniques allow Gel-Del’s material to homogeneously distribute drug
                                         in milligram to nanogram amounts, resulting in optimum performance and manufacturing
                                         capabilities for a variety of delivery methods, such as coatings, injectables, implantables
                                         or transmucosal delivery. The first planned transmucosal product, OraPatchTM,
                                         has been optimized and tested with peptide drugs with better efficacy than oral dosing
                                         via swallowing.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Orthopedic
Devices



| | Gel-Del
                                         material will be used in a variety of shapes for orthopedic and dental applications.
                                         The first products, OrthoGelicTM and OrthoMeticTM, will be aimed at difficult
                                         to heal, non-union broken bones, by using particles to fill the empty space. The orthopedic
                                         biomaterial, made to mimic the structural components of bone, can allow integration and
                                         healing to fill in the break and exclude non-bone tissue infiltration.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





7







Intellectual
Property



Our
intellectual property portfolio is comprised of patents, patent applications, trademarks and trade secrets. We have eight issued
United States Patents, two allowed United States patents, and an additional two US patent applications pending. In addition to
the United States patent portfolio we also have eight patents granted in key markets around the world including Canada, Australia
and the European Union. We have additional applications pending in those key foreign markets.



Our
patent portfolio is currently held in our wholly-owned subsidiary Gel-Del Technologies. We believe we have developed a broad and
deep patent portfolio around our biomaterials and manufacturing processes in addition to the application of these biomaterials
for use as medical devices, medical device coatings and pharmaceutical delivery devices. The Company secures other technological
know-how by trade secret law and also possesses five trademarks that are either registered or protected pursuant to trademark
common law.



|United
                                         States Patents:
                                                                     
        9,107,937– Wound Treatments with Crosslinked Protein Amorphous Biomaterials
        
        8,871,267– Protein Matrix Materials, Devices and Methods of Making and Using Thereof
        
        8,623,393– Biomatrix Structural Containment and Fixation Systems and Methods of Use Thereof
        
        8,529,939– Mucoadhesive Drug Delivery Devices and Methods of Making and Using Thereof
        
        8,465,537– Encapsulated or Coated Stent Systems
        
        8,153,591– Protein Biomaterials and Biocoacervates and Methods of Making and Using Thereof
        
        7,662,409– Protein Matrix Materials, Devices and Methods of Making and Using Thereof
        
        6,342,250– Drug Delivery Devices Comprising Bio-degradable Protein for the Controlled Release of Pharmacologically Active
        Agents & Method of Making
        
        9,999,705– Protein Biomaterials and Bioacervates and Methods of Making and Using Thereof
        
        13/131,083– Protein Biomaterial and Biocoacervate Vessel Graft Systems and Methods of Making and Using Thereof
        
        8
        Foreign Patents Granted & Allowed
        
        3
        Patent Apps Pending (US & Foreign) | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 





8







To
maximize the strength and value of our patent portfolio many of the claims use the transitional term “comprising”,
which is synonymous with “including,” This use of transitional language is inclusive or open-ended and does not exclude
additional, unrecited elements or method steps. Our patents also include method claims covering many of the applications and uses
of the biomaterials as medical devices and drug delivery systems. With eight issued or allowed United States Patents that contain
328 claims, our intellectual property portfolio strongly protects our proprietary technology, including the composition of raw
elements used to produce our formulations, the fabricated biomaterials and their application in end products, thereby making our
material and devices much more attractive to industry partners.



We
will seek to protect our products and technologies through a combination of patents, regulatory exclusivity, and proprietary know-how.
Our goal is to obtain, maintain and enforce patent protection for our products, formulations, processes, methods and other proprietary
technologies, preserve our trade secrets, and operate without infringing on the proprietary rights of other parties, both in the
United States and in other countries. Our policy is to actively seek to obtain, where appropriate, the broadest intellectual property
protection possible for our current compounds and any future compounds in development. We also strenuously protect our proprietary
information and proprietary technology through a combination of contractual arrangements, trade secrets and patents, both in the
United States and abroad. However, even patent protection may not always afford us with complete protection against competitors
who seek to circumvent our patents.



We
depend upon the skills, knowledge and experience of our scientific and technical personnel, including those of our company, as
well as that of our advisors, consultants and other contractors, none of which is patentable. To help protect our proprietary
know-how, which may not be patentable, and inventions for which patents may be difficult to obtain or enforce, we rely on trade
secret protection and confidentiality agreements to protect our interests. To this end, we generally require all of our employees,
consultants, advisors and other contractors to enter into confidentiality agreements that prohibit disclosure of confidential
information and, where applicable, require disclosure and assignment of ownership to us the ideas, developments, discoveries and
inventions important to our business.



Companion
Animal Market



|Over
                                         the last several decades, we believe the animal health market and industry has a strong
                                         component in the overall U.S. economy and is more resistant to economic cycles. The veterinary
                                         sector is as an attractive area to participate in the growth of the broader healthcare
                                         industry without reimbursement risk. Based on our best knowledge, U.S. consumers will
                                         spend an estimated $60 billion on pets this year—a number that has been growing
                                         at a pace of more than 5% over the past decade. Therapeutics constitutes a small portion
                                         of this market (less than $2 billion) but we believe it is poised to expand as pet care
                                         becomes more complex and companies launch new products for unmet needs. The growth in
                                         the U.S. companion animal market has been continuing to increase due to the increase
                                         in the number of pet-owning households.
        
        The
        American Pet Products Association (APPA) 2013-2014 National Pet Owners Survey indicates U.S. pet ownership reached record
        levels in 2013. Specifically, 68% of all U.S. households owned a pet in 2013, up from 62% in 2002. The number of pet-owning
        households totaled 82.5 million, representing a 10-year CAGR of 2.5%. In 2012, dogs and cats were the most popular pet
        species, owned by 46.7% and 37.3% of U.S. households, respectively. APPA also reported that there were 83.3 million dogs
        (10-year CAGR of +2.5%) and 95.6 million cats (10-year CAGR of +2.1%) in the U.S. In comparison, the total U.S. human
        population increased at +0.9% CAGR over the last decade. APPA reported that 2.8% of U.S. households owned horses in 2012.
        According to the APPA the total number of horses owned by U.S. households increased to 8.3 million in 2012, a 5% increase
        over the previous APPA survey conducted two years earlier. | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 





9







Osteoarthritis
Market.Osteoarthritis, the most common inflammatory joint disease in both dogs and horses, is a progressive condition that
is caused by a deterioration of joint cartilage. Over time the joint cartilage deterioration creates joint stiffness from mechanical
stress resulting in inflammation, pain and loss of range of motion, which may be referred to as lameness. Osteoarthritis joint
stiffness and lameness worsens with time from gradual cartilage degeneration and an ongoing loss of protective cushion and lubricity
(i.e., loss of slippery padding). As there is no cure for osteoarthritis, the various treatment methods are focused on managing
the related symptoms of pain and inflammation. Veterinarians recommend several treatments depending on the severity of the disease,
including a combination of rest, weight loss, physical rehabilitation, and a regimen of pain and anti-inflammatory drugs (NSAIDs).
Non-steroidal anti-inflammatory drugs (NSAIDs) are used to alleviate the pain and inflammation caused by OA, but long-term NSAIDs
cause gastric problems. Moreover, NSAIDs do not treat the cartilage degeneration issue to halt or slow progression of the OA condition.



The
prevalence of companion animal osteoarthritis is estimated through a variety of methods. In looking at the dog osteoarthritis
incidence Spencer Johnston’s article “Osteoarthritis. Joint anatomy, physiology, and pathobiology”is
often cited, this article reports that 20% of all dogs over the age of one year suffer from osteoarthritis. Using this simple
methodology, management has estimated that 20% of the total dog population is under age one.



83.3
million – 20% = 66.6 million x 20% with OA = 13.3 million dogs with OA in U.S.



Our
osteoarthritis market data has been validated by a number of reports evaluating a new NSAID that is estimated to be ready for
commercial sale by Aratana Therapeutics, Inc. (PETX) in 2016. Craig-Hallum’s July 22, 2013 institutional research report
on Aratana Therapeutics estimates the U.S. dog osteoarthritis market at 16.6 million dogs. William Blair & Company, L.L.C.
released a July 25, 2013 Equity Research report by Aratana Therapeutics that concluded that roughly 10% of dogs and cat suffer
from osteoarthritis. (83.3 million dogs x 10% = 8.3 million dogs with OA) Stifel issued report on Aratana Therapeutics dated July
22, 2013 that estimated the osteoarthritis market to be 55% of dogs over the age of 10. This equates to a US market in 2014 of
7.1 million dogs with osteoarthritis.



Horse
Osteoarthritis (Lameness)



The
equine osteoarthritis is the most common cause of lameness in horses. The annual average costs for diagnosis and treatment of
equine lameness is $3,000 per horse, with downtime & homecare costs being much higher (Oke and McIlwraith, 2010). “The
USDA National Economic Cost of Equine Lameness... in the United States” published by 1978 places the annual incidence
of lameness at 8.5-13.7 lameness events/100 horses.



As
noted previously, the APPA reported the total number of horses owned by U.S. households increased to 8.3 million in 2012. A 2007
publication by Emily Kilby “The Demographics of the U.S. Equine Population” concludes the horse population for 9,464,200
in 2006 with racehorses being 9% of that population or 846,000 horses. The article “The Occurrence and Causes of Lameness
and Laminitis in the U.S. Horse Population” estimates that 17% of racehorses and 5.4% of the rest of the horse population
go lame annually. Based on the above assumptions we calculate that there are up to 611,658 new lame horses each year.



Distribution



Most
U.S. veterinarians buy a majority of their equipment and supplies from a preferred distributor. More than 75% of veterinarians
name Butler Schein Animal Health, Inc., Webster Veterinary Supply Inc. (recently acquired by Patterson), MWI, Midwest Veterinary
Supply, Inc. or Victor Medical Company as their preferred distributor. Combined, these top-tier distributors sell more than 85%,
by revenue, of the products sold to companion animal veterinarians in the U.S. Butler, Webster and MWI are recognized by manufacturers,
distributors and veterinarians as the pre-eminent national companion animal veterinary supply distributors in the US. There are
no other distributors that provide equivalent levels of service to manufacturers and regularly visit veterinarians in as wide
a geographic area as Butler, Webster or MWI. Midwest and Victor are large, regional distributors, also with strong reputations
for high-quality service. The above data in this paragraph was sourced from File No. 101 0023 at the U.S. Federal Trade Commission.





10







Our
product distribution will leverage the existing supply chain and veterinary clinic and clinician relationships already established
by these large distributors. We intend to support and supplement this distribution channel with regional business development
& training representatives. Our business development representatives will provide product training to distribution representatives,
veterinarians and other veterinary staff. In addition, our representatives will exhibit at key veterinary conferences as well
as support ongoing case studies. All of these sales, distribution, marketing and education efforts will also be supported by both
veterinarian and pet owner product education and treatment awareness campaigns that will be conducted utilizing a variety of social
media tools. The unique nature and the anticipated benefits provided by our initial Kush products are expected to generate significant
consumer response.



Gel-Del
Particle Devices



|Orthopedic
                                         Joint Treatments
                                                                     
        A
        treatment for joint pain, which is made of injected, protein-based gel particles. In vivo studies indicate that the gel
        particle device can easily be combined with synovial fluid in a rabbit knee to form a joint cushion, buffering the adjacent
        bones/cartilage where no damage was caused to the cartilage from replacing the synovial fluid. The particles show an effectiveness
        to repair, reconstitute or remodel the tissue, cartilage, ligaments and/or bone and/or enhance the functionality of the
        joint (e.g. repair deteriorated components present in the joint to provide cushion or shock-absorbing features to the
        joint and to provide joint lubricity)
        
        AppTec
        Laboratories accomplished a gel-particle rabbit study. In short, New Zealand white rabbits (6) were injected in both stifle
        joints (knees) to fill but not extend the synovial space (~0.5 cc GDP/site).Rabbits were tested every other day for abnormal
        clinical signs including range of motion and joint observations until sacrifice. Behavioral testing revealed no abnormal
        scores for range of motion, withdrawal response, or joint observations (all animals were 100% normal). At one week and
        at four weeks the animals were sacrificed. AppTec pathologists evaluated knee joint histology. The reported cartilage
        surfaces of the femoral and tibia condyles and the menisci were grossly and histologically 100% normal for all animals
        and test sites. The test particles were found in all of the injection sites. | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 





11







|The
    test particle did not cause changes in the articular cartilage of the femur or tibia when injected into the stifle joint of
    rabbits. The test article and control rabbit knees were not different for either 1 or 4-week time points for all histological
    measurements. In conclusion, the particles do not cause inflammation or damage to knee joint and will stick to exposed tissues
    and biologically integrate with those tissues. The particles were not found to stick to articular cartilage in any sample. | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 





Regenerative
Characteristics



The
particles devices for joint injections have been extensively studied for a broad range of applications including the treatment
of wrinkles as dermal filler. Here is an overview of the pre-clinical and clinical studies completed on CosmetaLife, which is
the name used for particle device when they used as a dermal filler.



| | Particle
                                         Integration after 12 Weeks
                                                                     
        The
        image at left shows collagen in blue, fibroblasts in red and CosmetaLife in gray. Note the typical cellularization and
        integration of collagen within the CosmetaLife matrix perimeter. Also notice the fibroblasts (collagen producers) are
        integrated throughout the injection site. Microvascularization, indicated by arrowheads, is also present in several locations.
        There is little to no sign of inflammation.
        
        Trichrome
        Stain - 20x Objective
        
        CosmetaLife
        (GDP) Particles
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



CosmetaLife
is an easy-to-inject, water-protein-based dermal filler that not only fills nasolabial wrinkle depressions but also helps rejuvenate
the dermal tissues, counteracting damage that causes wrinkles. The dermal cells are attracted to the CosmetaLife gel-particles,
attach to them, and then slowly replace them with natural dermal material (extracellular matrix). The natural biological replacement
process of CosmetaLife to collagen is estimated to take 6-12 months. CosmetaLife clinical trial on nasolabial folds supports this
estimate. According to current scientific thought, the resulting natural extracellular matrix, comprised mostly of collagen, is
estimated to last 10-16 years.



CosmetaLife
injections allow the body to create more natural dermal structure in and around every particle. Enhancing the natural process
of dermal tissue construction with CosmetaLife allows for long-term dermal contouring, corrections, and rejuvenation with little
to no adverse side effects noted in clinical trials.





12







Particle
Device Clinical Studies.



| | The
                                         Company has conducted several biocompatibility animal studies. In the implantation study,
                                         no abnormal clinical signs were noted for any of the rabbits. The results of the sensitization
                                         study in guinea pigs showed a sensitization response equivalent to the negative controls.
                                                                                                    
        The
        results of the histological report on the rabbit skin biopsies clearly demonstrate structural integration of the particles
        into the host tissues by week 12. Evaluators observed the particle material integration with normal tissue, remodeled
        and/or new collagen, and fibroblasts throughout the injected particles, mild to no inflammation, and new collagen-matrix
        production.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



A
Food and Drug Administration (FDA) IDE approved pivotal human clinical trial was begun with CosmetaLife late in 2006. The clinical
trial was a randomized, double-blind, parallel assignment, multi-center comparison of the safety and efficacy of CosmetaLife versus
Restylane® (Control) for the correction of nasolabial folds. One hundred seventy-one patients were skin tested
and 145 were treated at six trial sites. The number of study exits after treatment totaled four subjects. This clinical trial
was reported and published at www.clinicaltrial.gov (NCT00414544).



The
feedback from physician investigators has been positive with respect to CosmetaLife injection qualities, cosmetic appearance,
and its feel to the touch. During the first three to four months of the study, CosmetaLife showed no decrease in efficacy, as
compared to Restylane that showed an 11 percent decrease in efficacy. The FDA/IDE approved human clinical trial for the CosmetaLife
product through twelve months was found to be the same as compared to control hyaluronic acid product, Restylane (for each interval
the consensus of the blinded subjects tested preferred CosmetaLife or showed no preference at 3, 6, 9 and 12 months).



| | CosmetaLife
    particles, shown in figure to the left, were photographed from a light microscope under high magnification. GDP particles
    were immersed in a saline solution to help disperse them for better viewing. These particles are approximately 100 microns
    in size (0.1 mm in diameter).
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Gel-Del
Technologies uses existing, scalable processes to reduce the infrastructure requirements and manufacturing risks to deliver a
consistent high-quality product while being responsive to volume requirements. Gel-Del is scaling the manufacturing process for
Gel-Del Particles production, to date making batches in up to 2.0-kilogram quantities to near GMP (Good Manufacturing Practices)
standards.



Particles
Safety Study.Patients injected with CosmetaLife were found to have no or mild inflammatory, irritation, or immunogenic responses.
These results suggest the particles are biocompatible because it closely matches the skin structure, composition, and moisture
content. The no-to-low immunogenic responses are attributed to the tight cross-linking of the GDP matrix, which prevents immunogenic
progenitor cells from producing antibodies.





13







| | In
                                         the clinical trial, the incidence of possible reaction to a skin test was 2.55 percent,
                                         with only one subject showing a reaction to a second test or 0.6%, (1 out of 171). We
                                         also have a study report by AppTec, Inc., our Contract Research Organization, that GDP
                                         (CosmetaLife) did not produce an antibody response during the clinical trial further
                                         supporting our belief that GDP is safe to use.
                                                                     
        Gel-Del
        Particles are composed of materials that approximately meet the Generally Regarded As Safe (GRAS) requirements of the
        FDA. GDP contains materials from certified bovine and porcine tissue sources that do not harbor prion disease or BSE.
        Additionally, steps in the manufacturing process have been validated for deactivating all viruses.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Extrusion
force testing and the Clinical Trial usage both demonstrate the consistent and easy injection of GDP. Twenty-five month stability
testing shows that GDP is stable at room temperature conditions. Moreover, GDP has been shown to be stable at 40 °C (104 °F)
conditions for at least 3 months.



Competition



The
development and commercialization of new animal health medicines is highly competitive, and we expect considerable competition
from major pharmaceutical, biotechnology and specialty animal health medicines companies. As a result, there are, and likely will
continue to be, extensive research and substantial financial resources invested in the discovery and development of new animal
health medicines. Our potential competitors include large animal health companies, such as Zoetis, Inc.; Merck Animal Health,
the animal health division of Merck & Co., Inc.; Merial, the animal health division of Sanofi S.A.; Elanco, the animal health
division of Eli Lilly and Company; Bayer Animal Health, the animal health division of Bayer AG; NAH, the animal health division
of Novartis AG; Boehringer Ingelheim Animal Health, the animal health division of Boehringer Ingelheim GmbH; Virbac Group; Ceva
Animal Health; Vetoquinol and Dechra Pharmaceuticals PLC. We are also aware of several smaller early stage animal health companies,
such as Kindred Bio, Aratana Therapeutics Inc., NextVet and VetDC that are developing products for use in the pet therapeutics
market.



Regulation
– Human and Veterinary Use



A
number of the medical devices that we manufacture for veterinary applications, and plan to manufacture for human applications,
are subject to regulation by numerous regulatory bodies, including the FDA and comparable international regulatory agencies. These
agencies require manufacturers of medical devices to comply with applicable laws and regulations governing the development, testing,
manufacturing, labeling, marketing and distribution of medical devices. Medical devices are generally subject to varying levels
of regulatory control, the most comprehensive of which requires that a clinical evaluation program be conducted before a device
receives approval for commercial distribution.



In
the EU, medical devices are required to comply with the Medical Devices Directive and obtain CE Mark certification in order to
market medical devices. The CE Mark certification, granted following approval from an independent Notified Body, is an international
symbol of adherence to quality assurance standards and compliance with applicable European Medical Devices Directives. Distributors
of medical devices may also be required to comply with other foreign regulations such as Ministry of Health Labor and Welfare
approval in Japan. The time required to obtain these foreign approvals to market our products may be longer or shorter than that
required in the U.S., and requirements for those approvals may differ from those required by the FDA. In Europe, our devices are
classified as Class IIa or IIb, and will need to conform to the Medical Devices Directive.



In
the U.S., specific permission from the FDA to distribute a new device is usually required (that is, other than in the case of
very low risk devices), and we expect that some form of marketing authorization will be necessary for our devices. Marketing authorization
is generally sought and obtained in one of two ways. The first process requires that a pre-market notification (510(k) Submission)
be made to the FDA to demonstrate that the device is as safe and effective as, or “substantially equivalent” to, a
legally-marketed device that is not subject to pre-market approval (“PMA”). A legally-marketed device is a device
that (i) was legally marketed prior to May 28, 1976, (ii) has been reclassified from Class III to Class II or I, or (iii) has
been found to be substantially equivalent to another legally-marketed device following a 510(k) Submission. The legally-marketed
device to which equivalence is drawn is known as the “predicate” device. Applicants must submit descriptive data and,
when necessary, performance data to establish that the device is substantially equivalent to a predicate device. In some instances,
data from human clinical studies must also be submitted in support of a 510(k) Submission. If so, these data must be collected
in a manner that conforms with specific requirements in accordance with federal regulations including the Investigational Device
Exemption (IDE) and human subjects protections or “Good Clinical Practice” regulations. After the 510(k) application
is submitted, the applicant cannot market the device unless FDA issues “510(k) clearance” deeming the device substantially
equivalent. After an applicant has obtained clearance, the changes to existing devices covered by a 510(k) Submission which do
not significantly affect safety or effectiveness can generally be made without additional 510(k) Submissions, but evaluation of
whether a new 510(k) is needed is a complex regulatory issue, and changes must be evaluated on an ongoing basis to determine whether
a proposed change triggers the need for a new 510(k), or even PMA. The 510(k) clearance pathway is not available for all devices:
whether it is a suitable path to market depends on several factors, including regulatory classifications, the intended use of
the device, and technical and risk-related issues for the device.



The
second, more rigorous, process requires that an application for PMA be made to the FDA to demonstrate that the device is safe
and effective for its intended use as manufactured. This approval process applies to most Class III devices. A PMA submission
includes data regarding design, materials, bench and animal testing, and human clinical data for the medical device. Again, clinical
trials are subject to extensive FDA regulation. Following completion of clinical trials and submission of a PMA, the FDA will
authorize commercial distribution if it determines there is reasonable assurance that the medical device is safe and effective
for its intended purpose. This determination is based on the benefit outweighing the risk for the population intended to be treated
with the device. This process is much more detailed, time-consuming, and expensive than the 510(k) process. Also, FDA may impose
a variety of conditions on the approval of a PMA.



Both
before and after a device for the U.S. market is commercially released, we would have ongoing responsibilities under FDA regulations.
The FDA reviews design and manufacturing practices, labeling and record keeping, and manufacturers’ required reports of
adverse experiences and other information to identify potential problems with marketed medical devices. We would also be subject
to periodic inspection by the FDA for compliance with the FDA’s quality system regulations, which govern the methods used
in, and the facilities and controls used for, the design, manufacture, packaging, and servicing of all finished medical devices
intended for human use. In addition, the FDA and other U.S. regulatory bodies (including the Federal Trade Commission, the Office
of the Inspector General of the Department of Health and Human Services, the Department of Justice (DOJ), and various state Attorneys
General) monitor the manner in which we promote and advertise our products. Although physicians are permitted to use their medical
judgment to employ medical devices for indications other than those cleared or approved by the FDA, we are prohibited from promoting
products for such “off-label” uses and can only market our products for cleared or approved uses. If the FDA were
to conclude that we are not in compliance with applicable laws or regulations, or that any of our medical devices are ineffective
or pose an unreasonable health risk, the FDA could require us to notify health professionals and others that the devices present
unreasonable risks of substantial harm to the public health, order a recall, repair, replacement, or refund of such devices, detain
or seize adulterated or misbranded medical devices, or ban such medical devices. The FDA may also impose operating restrictions,
enjoin and/or restrain certain conduct resulting in violations of applicable law pertaining to medical devices, including a hold
on approving new devices until issues are resolved to its satisfaction, and assess civil or criminal penalties against our officers,
employees, or us. The FDA may also recommend prosecution to the DOJ. Conduct giving rise to civil or criminal penalties may also
form the basis for private civil litigation by third-party payers or other persons allegedly harmed by our conduct.



The
delivery of our devices in the U.S. market would be subject to regulation by the U.S. Department of Health and Human Services
and comparable state agencies responsible for reimbursement and regulation of health care items and services. U.S. laws and regulations
are imposed primarily in connection with the Medicare and Medicaid programs, as well as the government’s interest in regulating
the quality and cost of health care.



Federal
health care laws apply when we or customers submit claims for items or services that are reimbursed under Medicare, Medicaid,
or other federally-funded health care programs. The principal federal laws include: (1) the False Claims Act which prohibits the
submission of false or otherwise improper claims for payment to a federally-funded health care program; (2) the Anti-Kickback
Statute which prohibits offers to pay or receive remuneration of any kind for the purpose of inducing or rewarding referrals of
items or services reimbursable by a Federal health care program; (3) the Stark law which prohibits physicians from referring Medicare
or Medicaid patients to a provider that bills these programs for the provision of certain designated health services if the physician
(or a member of the physician’s immediate family) has a financial relationship with that provider; and (4) health care fraud
statutes that prohibit false statements and improper claims to any third-party payer. There are often similar state false claims,
anti-kickback, and anti-self referral and insurance laws that apply to state-funded Medicaid and other health care programs and
private third-party payers. In addition, the U.S. Foreign Corrupt Practices Act can be used to prosecute companies in the U.S.
for arrangements with physicians, or other parties outside the U.S. if the physician or party is a government official of another
country and the arrangement violates the law of that country.



The
laws applicable to us are subject to change, and subject to evolving interpretations. If a governmental authority were to conclude
that we are not in compliance with applicable laws and regulations, we and our officers and employees could be subject to severe
criminal and civil penalties including substantial fines and damages, and exclusion from participation as a supplier of product
to beneficiaries covered by Medicare or Medicaid.



The
process of obtaining clearance to market products is costly and time-consuming in virtually all of the major markets in which
we expect to sell products and may delay the marketing and sale of our products. Countries around the world have recently adopted
more stringent regulatory requirements, which are expected to add to the delays and uncertainties associated with new product
releases, as well as the clinical and regulatory costs of supporting those releases. No assurance can be given that any of our
other medical devices will be approved on a timely basis, if at all. In addition, regulations regarding the development, manufacture
and sale of medical devices are subject to future change. We cannot predict what impact, if any, those changes might have on our
business. Failure to comply with regulatory requirements could have a material adverse effect on our business, financial condition
and results of operations.



Pertaining
to our KushTM device (offered for veterinary use only), in the U.S., the FDA does not require submission of a 510(k), PMA,
or any pre-market approval for devices used in veterinary medicine. Device manufacturers who exclusively manufacture or distribute
veterinary devices are not required to register their establishments and list veterinary devices and are exempt from post-marketing
reporting. The FDA does have regulatory oversight over veterinary devices and can take appropriate regulatory action if a veterinary
device is misbranded or adulterated. It is the responsibility of the manufacturer and/or distributor of these articles to assure
that these animal devices are safe, effective, and properly labeled.



Exported
devices are subject to the regulatory requirements of each country to which the device is exported. Some countries do not have
medical device regulations, but in most foreign countries medical devices are regulated. Frequently, medical device companies
may choose to seek and obtain regulatory approval of a device in a foreign country prior to application in the U.S. given the
differing regulatory requirements. However, this does not ensure approval of a device in the U.S.





ITEM
1A. RISK FACTORS



An
investment in our securities involves a high degree of risk. You should carefully consider the following described risks together
with all other information included in this prospectus before making an investment decision with regard to this offering. If one
or more of the following risks occurs, our business, financial condition, and results of operations could be materially harmed,
which most likely would result in a decline in the trading price of our Stock and investors losing part or even all of their investment.



We
have incurred substantial losses to date and could continue to incur such losses.



We
have incurred substantial losses since commencing our business. For our fiscal years ended March 31, 2018 and 2017, we lost approximately
$1.97 million and $16.52 million, respectively, without obtaining any commercial revenues. And as of March 31, 2018, we had an
accumulated deficit of approximately $47.4 million. In order to achieve and sustain future revenue growth, we must succeed in
our current commercialization of our Kush Particulate Systems (“Kush”) for treatment of dogs and horses suffering
from osteoarthritis. That will require us to produce our products effectively in commercial quantities, establish adequate sales
and marketing systems, and gain significant support from veterinarians in the use of our products. We expect to continue to incur
losses until such time, if ever, as we succeed in significantly increasing our revenues and cash flow beyond what is necessary
to fund our ongoing operations and pay our obligations as they become due. We may never generate revenues sufficient to become
profitable or to sustain profitability.





14







Our
auditors have expressed doubt about our ability to continue as a going concern.



The
report of our independent registered accounting firm that audited our March 31, 2017 and 2018 financial statements included an
explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. Our ability to continue as
a going concern is contingent primarily upon our continuing to raise sufficient working capital to support our operations until
attaining profitability, which may never happen. If we are unable to raise capital from this offering, we may not be able to continue
as a going concern.



If
we are unable to obtain sufficient funding, we may have to reduce materially or even discontinue our business.



We
have limited cash available to commercialize our Kush products and accordingly are dependent upon raising substantial funding
from either private or public sale of our equity securities. If we are unable to obtain substantial financing in the near future,
we will need to delay significantly or even discontinue our operations. We also most likely will require additional financing
to develop additional new products or to expand into foreign markets.



Along
with establishing effective production, marketing, sales and distribution of our Kush products, we believe that our future capital
requirements depend upon the timing and costs of many factors with some of them beyond our control, including our ability to establish
an adequate base of veterinarian clinics using our products, costs in obtaining patents and any required regulatory approvals
for future products, costs of any future target animal studies, costs related to new product development, costs of finished product
inventory, expenses to attract and retain skilled personnel as needed, increased costs related to being a listed public company,
and the costs of any future acquisitions of existing companies or IP technologies. There is no assurance that future additional
capital will be available to us as needed, or if available upon terms acceptable to us.



We
have a limited operating history upon which to base an evaluation of our prospects.



We
have had no material commercial operations, since our primary efforts and resources have been directed toward acquiring our technology
to produce and sell proprietary products for the pet animal market. Our lack of an operating history makes an evaluation of our
business and prospects very difficult. Our prospects must be considered speculative, especially considering the risks, expenses
and difficulties frequently encountered in the establishment of an emerging growth company. Our ability to operate our business
successfully remains unknown and untested. If we cannot commercialize our products effectively, or are significantly delayed or
limited in doing so, our business and operations will be harmed substantially, and we may even need to cease operations.



We
are substantially dependent upon the success of our recently introduced Kush products, and any failure of these products to achieve
market acceptance would harm us significantly.



Our
recent efforts and financial resources have primarily been directed toward commercialization of our initial Kush products for
the treatment of dogs and horses suffering from osteoarthritis. Accordingly, our prospects rely heavily on the successful launch
and follow-up marketing of these products. As well as establishing effective production, marketing, sales, distribution and training
for our Kush products, we believe their successful commercialization will depend on other material factors including our ability
to educate and convince veterinarians and pet owners about the benefits, safety and effectiveness of our Kush products, the occurrence
and severity of any side effects to pets from use of our products, maintaining regulatory compliance and effective quality control
for our products, our ability to maintain and enforce our patents and other intellectual property rights, any increased manufacturing
costs from third-party contractors or suppliers, and the availability, cost and effectiveness of treatments offered by competitors.



If
we fail to attract and retain qualified management and key scientific personnel, we may be unable to successfully commercialize
our current products or develop new products effectively.



Our
success depends significantly upon our current management and key scientific technicians, and also on our continued ability to
attract, retain and motivate future management and technology employees. We are highly dependent upon our current management and
technology personnel, and the loss of the services of any of them could delay or prevent the successful commercialization or development
of current or future products. Competition to obtain qualified personnel in the animal health field is intense due to the limited
number of individuals possessing the skills and experience required by our industry. We may not be able to attract or retain qualified
personnel as needed on acceptable terms, or at all, which would harm our business and operations.





15







Our
operations rely on various third party vendors, and any loss of one or more of our key vendors may affect our financial position
and results of operations adversely.



We
will rely on third party vendors or contractors to provide ingredients for and produce our Kush products. Any loss of one or more
of these third-party contractors could disrupt our business adversely and cause a material negative effect on our operations.



In
particular, our Kush products currently are produced for us by an experienced independent contract manufacturer based in Rochester,
Minnesota. Any loss of this third-party producer for any reason, or its inability to produce Kush product quantities on a timely
basis to fulfill purchase orders from our customers, would harm our business and operations substantially. In any such event that
requires us to seek and source another qualified third-party manufacturer, we most likely would encounter material delays and
increased costs, which would affect our business adversely.



The
raw materials used to manufacture our Kush products are readily available and can be obtained from multiple reliable sources on
a timely basis.



If
we experience rapid commercial growth, we may not be able to manage such growth effectively.



Any
rapid growth we may experience while commercializing our Kush or any other proprietary products will place significant new demands
on our management and our operational and financial resources. Our organizational structure may become more complex as we add
additional personnel, and we would likely require more financial and staff resources to support and continue our growth. If we
are unable to manage our growth effectively, our business, financial condition and results of operations may be materially harmed.



We
have a limited marketing and sales organization, and if our current marketing and sales personnel are insufficient or inadequate
to support the current introduction of our Kush products, we may not be able to sell these products in quantities to become commercially
successful.



We
have a limited marketing and sales organization, and we have minimal prior experience in the marketing, sale and distribution
of pet care products. There are significant risks involved in our building and managing an effective sales organization, including
our ability to hire, adequately train, maintain and motivate qualified individuals, generate sufficient sales leads and other
contacts, and establish effective product distribution channels. Any failure or substantial delay in the development of our internal
sales, marketing and distribution capabilities would adversely impact our business and financial condition.



Our
business will depend significantly on the sufficiency and effectiveness of our marketing and product promotional programs and
incentives.



Due
to the highly competitive nature of our industry, we must effectively and efficiently promote and market our products through
internet, television and print advertising, social media, and through trade promotions and other incentives to sustain and improve
our competitive position in our market. Moreover, from time to time we may have to change our marketing strategies and spending
allocations based on responses from our veterinarian customers and pet owners. If our marketing, advertising and trade promotions
are not successful to create and sustain consistent revenue growth or fail to respond to marketing strategy changes in our industry,
our business, financial condition and results of operations may be adversely affected.





16







Any
damage to our reputation or our brand may harm our business materially.



Developing,
maintaining and expanding our reputation and brand with veterinarians, pet owners and others is critical to our success. Our brand
may suffer if our marketing plans or product initiatives are unsuccessful. The importance of our brand and demand for our products
may decrease if competitors offer products with benefits similar to or as effective as our products and at lower costs to consumers.
Although we maintain procedures to ensure the quality, safety and integrity of our products and their production processes, we
may be unable to detect or prevent product and/or ingredient quality issues such as contamination or deviations from our established
procedures. If any of our products cause injury to animals, we may incur material expenses for product recalls, and also may be
subject to product liability claims, which could damage our reputation and brand substantially.



We
may not be able to manage our manufacturing and supply chain effectively, which would harm our results of operations.



We
must accurately forecast demand for our products in order to have adequate product inventory available to fill customer orders
timely. Our forecasts will be based on multiple assumptions that may cause our estimates to be inaccurate, and thus affect our
ability to ensure adequate manufacturing capability to satisfy product demand. Any material delay in our ability to obtain timely
product inventories from our manufacturing contractors and their ingredient suppliers could prevent us from satisfying increased
consumer demand for our products, resulting in material harm to our brand and business. In addition, we will need to continuously
monitor our inventory and product mix against forecasted demand to avoid having inadequate product inventory or having too much
product inventory on hand. If we are unable to manage our supply chain effectively, our operating costs may increase materially.



Failure
to protect our intellectual property could harm our competitive position or cause us to incur significant expenses and personnel
resources to enforce our rights.



Our
success will depend significantly upon our ability to protect our intellectual property (IP) rights, including patents, trademarks,
trade secrets, and process know-how, which valuable assets support our brand and the perception of our products. We rely on patent,
trademark, trade secret and other intellectual property laws, as well as non-disclosure and confidentiality agreements to protect
our intellectual property. Our non-disclosure and confidentiality agreements may not always effectively prevent disclosure of
our proprietary IP rights, and may not provide an adequate remedy in the event of an unauthorized disclosure of such information,
which could harm our competitive position. We also may need to engage in costly litigation to enforce or protect our patent or
other proprietary IP rights, or to determine the validity and scope of proprietary rights of others. Any such litigation could
require us to expend significant financial resources and also divert the efforts and attention of our management and other personnel
from our ongoing business operations. If we fail to protect our intellectual property, our business, brand, financial condition
and results of operations may be materially harmed.



We
may be subject to intellectual property infringement claims, which could result in substantial damages and diversion of the efforts
and attention of our management.



We
must respect prevailing third-party intellectual property, and the procedures and steps we take to prevent our misappropriation,
infringement or other violation of the intellectual property of others may not be successful. If third parties assert infringement
claims against us, our contract manufacturers or suppliers, or veterinarians using our products and technology, we could be required
to expend substantial financial and personnel resources to respond to and litigate or settle any such third-party claims. Although
we believe our patents, manufacturing processes and products do not infringe in any material respect on the intellectual property
rights of other parties, we could be found to infringe on such proprietary rights of others. Any claims that our products, processes
or technology infringe on third-party rights, regardless of their merit or resolution, could be very costly to us and also materially
divert the efforts and attention of our management and technical personnel. Any adverse outcome to us from one or more such claims
against us could, among other things, require us to pay substantial damages, to cease the sale of our products, to discontinue
our use of any infringing processes or technology, to expend substantial resources to develop non-infringing products or technology,
or to license technology from the infringed party. If one or more of such adverse outcomes occur, our ability to compete could
be affected significantly and our business, financial condition and results of operations could be harmed substantially.





17







We
may be unable to obtain required regulatory approvals for future products timely or at all, and the denial or substantial delay
of any such approval could delay materially or even prevent our efforts to commercialize new products, which could adversely impact
our ability to generate future revenues.



Based
on our determination that our Kush products constitute a medical device as opposed to a pharmaceutical product, we are not required
to obtain regulatory approval to produce and market them. Regarding the production, marketing and sale of any future pet care
products based on our proprietary technology and which cannot be deemed a medical device, however, we may be required to obtain
regulatory approval from the Center for Veterinarian Medicine (CVM), a branch of the FDA, and/or the USDA, and also certain state
regulatory authorities. Any substantial delay or inability to obtain required regulatory approvals for any new products developed
by us could substantially delay or even prevent their commercialization, which would materially adversely impact our business
and prospects.



Moreover,
at such future time that we commence business internationally, our products will need to obtain regulatory approval for labeling,
marketing and sale in foreign countries from authorities such as the European Commission (EU) or the European Medicine Agency
(EMA). Any substantial delay or inability to obtain any necessary foreign regulatory approvals for our products would harm our
business and future prospects materially.



Our
products will face significant competition in our industry, and our failure to compete effectively may prevent us from achieving
any significant market penetration.



The
development and commercialization of pet care products is highly competitive, including significant competition from major pharmaceutical,
biotechnology, and specialty animal health medical companies. Our competitors include Zoetis, Inc.; Merck Animal Health, the animal
health division of Merck & Co., Inc.; Merial, the animal health division of Sanofi, S.A.; Elanco, the animal health division
of Eli Lilly and Company; Bayer Animal Health, the animal health division of Bayer AG; Novartis Animal Health, the animal health
division of Novartis AG; Boehringer Ingelheim Animal Health; Virbac Group; Ceva Animal Health; Vetaquinol; and Dechra Pharmaceuticals
PLC. There also are several smaller stage animal health companies which have recently emerged in our industry and are developing
pet therapeutics products, including Kindred Bio, Aratana Therapeutics, Next Vet, and VetDC.



Since
we are an early-stage company with limited operations and financing, virtually all of our competitors have substantially more
financial, technical and personnel resources than us. Most of them also have established brands and substantial experience in
the development, production, regulation and commercialization of animal health care products. Regarding our development of any
new products or technology, we also compete with academic institutions, governmental agencies and private organizations that conduct
research in the field of animal health medicines. We expect that competition in our industry is based on several factors including
primarily product reliability and effectiveness, product pricing, product branding, adequate patent and other IP protection, safety
of use, and product availability.



Although
currently and for some time our efforts and financial resources will focus on successfully commercializing our patented Kush products,
our future business strategy will identify future animal care products for licensing, acquiring or developing by us, and then
commercializing them into a branded product portfolio along with our Kush products. Even if we successfully identify and license,
produce from our proprietary technology, or acquire any such new products, however, we may still fail to commercialize them successfully
due to various reasons including competitors offering alternative products which are more effective than ours, our discovery of
third-party IP rights already covering the products, harmful side effects caused to animals by the products, inability to produce
products in commercial quantities at an acceptable cost, or the products not being accepted by veterinarians and pet owners as
being safe or effective. If we fail to successfully obtain and commercialize future new animal care products, our business and
future prospects may be harmed substantially.



There
may be decreased spending on pets in a challenging economic climate.



Our
business may encounter a challenging and negative economic climate during any future recession including adverse changes in interest
rates, material inflation, volatile commodity markets, and credit unavailability or restrictions, resulting in a reduction in
consumer spending. The keeping of pets and level of purchasing pet-related products in such negative economic conditions may constitute
discretionary spending for some consumers, and any material decline in consumer discretionary spending may reduce overall levels
of pet ownership or at least spending on pets. Accordingly, a significant slowdown in the general economy may cause a material
decline in the demand for our products.





18







We
will rely on third-party contractors to conduct any target animal studies for new products, and if these third parties do not
successfully perform their contracted commitments effectively or substantially fail to meet expected study deadlines, we could
be delayed significantly or even prevented from obtaining regulatory approval for or effectively commercializing our future products.



We
do not conduct our target animal studies, but rather we rely on qualified and experienced third-party contractors to conduct these
significant studies. Generally, we will have limited ability to control the amount of timing or resources that they will devote
to our particular target animal studies. Although we must rely on these third parties to conduct our studies, we remain responsible
for ensuring any of our target animal studies are conducted in compliance with protocols, regulations and standards set by industry
regulatory authorities and commonly referred to as current good clinical practices (cGCSs) and good laboratory practices (GLPs).
These required clinical and laboratory practices include many items regarding the conducting, monitoring, recording and reporting
the results of target animal studies to ensure that the data and results of these studies are objective and scientifically credible
and accurate.



A
failure of one or more key information technology systems, networks or processes may harm our ability to conduct our business
effectively.



The
effective operation of our business and operations will depend significantly on our information technology and computer systems.
We will rely on these systems to effectively manage our sales and marketing, accounting and financial, and legal and compliance
functions, new product development efforts, research and development data, communications, supply chain and product distribution,
order entry and fulfillment, and other business processes. Any material failure of our information technology systems to perform
satisfactorily, or their damage or interruption from circumstances beyond our control such as power outages or natural disasters,
could disrupt our business materially and result in transaction errors, processing inefficiencies, and even the loss of sales
and customers., causing our business and results of operations to suffer materially.



Being
a public company results in substantial expenses and diverts management’s attentions.



Our
business must bear the expenses associated with being a public company including being subject to the reporting requirements of
the Securities Exchange Act of 1934. These requirements generate significant accounting, auditing, legal and financial compliance
costs, and may place significant strain on our personnel and resources. As a result, management’s attention may be diverted
from other significant business concerns, which could have an adverse material effect on our business, financial condition and
results of operations.



If
we fail to establish and maintain an effective system of internal controls over financial reporting, we may not be able to report
our financial results accurately or detect fraud. In that event, investors and the financial community could lose confidence in
our financial reporting, which in turn may result in a decline in the trading price of our stock, or otherwise harm our operating
results and financial condition.



Internal
controls over financial reporting are processes designed to provide reasonable assurances regarding the reliability of financial
reporting and the proper preparation of financial statements. We must maintain effective internal controls over financial reporting
to provide reliable financial reports, avoid misstatements in our financial statements, and detect any fraud or material weaknesses
in our internal controls. We are in the process of assessing our internal controls to identify changes needed to be implemented
by us to remedy our material weaknesses. Any failure by us to implement the changes necessary to maintain an effective system
of internal controls could harm our operating results materially and also cause investors and financial analysts to lose confidence
in our reported financial information. Any such loss of confidence in the investment community would have a negative effect on
the trading and price of our common stock.



Ownership
and control of our Company is concentrated in our management.



Our
officers and directors beneficially own or control approximately 65% of our outstanding shares of common stock, which concentrated
ownership and control by our management could adversely affect the status and perception of our common stock. In addition, any
material sales of common stock of our management, or even the perception that such sales will occur, could cause a material decline
in the trading price of our common stock.





19







Due
to this majority concentration of ownership of our common stock, our management has the ability to control all matters requiring
stockholder approval including the election of all directors, the approval of mergers or acquisitions, and other significant corporate
transactions. Any person acquiring our common stock most likely will have no effective voice in the management of our company.
This ownership concentration also could delay or prevent a change of control of the Company, which could deprive our stockholders
from receiving a premium for their common shares.



We
do not anticipate paying any dividends on our common stock for the foreseeable future.



We
have not paid any dividends on our common stock to date, and we do not anticipate paying any such dividends in the foreseeable
future. We anticipate that any earnings experienced by us will be retained to finance the implementation of our operational business
plan and expected future growth.



The
elimination of monetary liability against our directors and executive officers under Nevada law and the existence of indemnification
rights held by them granted by our bylaws could result in substantial expenditures by us.



Our
articles of incorporation eliminate the personal liability of our directors and officers to the Company and its stockholders for
damages for breach of fiduciary duty to the maximum extent permissible under Nevada law. In addition, our bylaws provide that
we are obligated to indemnify our directors or officers to the fullest extent authorized by Nevada law for costs or damages incurred
by them involving legal proceedings brought against them relating to their positions with the Company. These indemnification obligations
could result in our incurring substantial expenditures to cover the cost of settlement or damage awards against our directors
or officers.



Our
Articles of Incorporation allow for our Board of Directors to create and designate new series of our preferred stock without any
approval of our shareholders, which could diminish the rights of holders of our common stock.



We
have no outstanding preferred stock and no present intention to designate or issue any series of our preferred stock. Our Board
of Directors, however, has the authority to fix and determine the relative rights and preferences of our authorized preferred
stock without further common stockholder approval for issuance. Accordingly, our directors could authorize preferred shares, for
example, that would grant a preference over common shareholders to our assets upon liquidation, or grant voting power and rights
superior to those of common shares, or grant rights to preferred stock to accumulate and receive dividend payments before any
dividend or other distribution to common shareholders, or grant special redemption terms and rights prior to any redemption of
common shares, or grant rights convertible at favorable terms into common stock. Granting one or more of these or other preference
rights to preferred stock could adversely affect the rights of our common stockholders such as decreasing the relative voting
power of our common stock or causing substantial dilution to our common stockholders.



There
has been no consistent active trading market for our common stock, and public trading of our common stock may continue to be inactive
and fluctuate substantially.



There
has never been a consistent active trading market for our common stock. Our common stock currently trades over-the-counter on
the Pink Sheets tier of OTC Markets Group, Inc. There is no assurance that the trading market for our common stock will become
more active or liquid. Moreover, the trading price of our common stock has fluctuated substantially over the past few years, and
there remains a significant risk that our common stock price may continue to fluctuate substantially in the future in response
to various factors including any material variations in our periodic operating results, departures or additions of management
or other key personnel, announcements of acquisitions, mergers, or new technology or patents, new product developments, significant
litigation matters, gain or loss of significant customers, significant capital transactions, substantial sales of our common stock
in our trading market, and general and specific market and economic conditions.





20







Our
failure to meet financial performance guidance we have provided to the public could result in a decline in our stock price.



In
the future, we may provide public guidance on our expected financial results for future periods. Such guidance would be comprised
of forward-looking statements comprised of material risks and uncertainties, and accordingly our actual results may differ materially
from any such guidance we may provide. If our actual financial results for a particular operating period fail materially to satisfy
our prior guidance, the market price of our common stock may decline.



Additional
issuance of equity securities may result in dilution to our existing stockholders.



Our
Articles of Incorporation authorize the issuance of 250,000,000 shares of common stock and 20,000,000 shares of preferred stock.
The Board of Directors has the authority to issue additional shares of our capital stock to provide additional financing in the
future, or for other matters in their discretion, and the issuance of any such shares may result in a reduction of the book value
or market price of the then outstanding shares of our common stock. If we do issue any such additional shares in the future, such
issuance also will cause a reduction in the proportionate ownership and voting power of current stockholders.



Because
we may be subject to the “penny stock” rules, the level of trading activity in our stock may be reduced and accordingly
may make it difficult for investors to sell their shares.



Broker-dealer
practices in connection with transactions in “penny stocks” are regulated by certain penny stock rules adopted by
the Securities and Exchange Commission. Penny stocks, like shares of our common stock, generally are equity securities with a
price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on NASDAQ. The penny
stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny
stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction, and, if the broker-dealer is the sole market maker,
the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market, and monthly account
statements showing the market value of each penny stock held in the customer’s account. In addition, broker-dealers who
sell these securities to persons other than established customers and “accredited investors” must make a special written
determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement
to the transaction. Consequently, these requirements may have the effect of reducing the level of trading activity, if any, in
the secondary market for a security subject to the penny stock rules, and investors in our common stock may find it difficult
to sell their shares.



ITEM
2. PROPERTIES



Property
held by us.As of March 31, 2018, we do not own any interests in real estate. We rent our Edina, Minnesota office and other
facilities in suburban Minneapolis under the provisions of a long-term lease.



Our
Facilities.Our executive, administrative, manufacturing and operating offices are located at 5251 Edina Industrial Blvd.,
Edina, Minnesota 55439. In addition, the Company rents on a monthly basis a small production facility in Rochester, Minnesota.
We believe that our facilities are adequate for our needs and that additional suitable space will be available on acceptable terms
as required.



ITEM
3. LEGAL PROCEEDINGS



We
are not currently a party to any legal proceedings.





ITEM
4. MINE SAFETY DISCLOSURES



Not
applicable.





21









PART
II



ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES



MARKET
INFORMATION



Our
common stock is listed for quotation on the OTC Pink Sheets under the symbol “PETV.” The following table sets forth
the high and low bid prices relating to our common stock on a quarterly basis for the periods indicated as quoted by the OTC Pink
Sheets market. These quotations reflect inter-dealer prices without retail mark-up, mark-down, or commissions, and may not reflect
actual transactions.



|Quarter
    Ended      |  | High
    Bid |      |  | Low
    Bid |  
|---------------------- |  | ------------ | ---- |  | ----------- | -
|June
    30, 2016      |  | $            | 2.15 |  |             | $
|September
    30, 2016 |  | $            | 1.26 |  |             | $
|December
    31, 2016  |  | $            | 0.84 |  |             | $
|March
    31, 2017     |  | $            | 0.44 |  |             | $
|June
    30, 2017      |  | $            | 0.21 |  |             | $
|September
    30, 2017 |  | $            | 1.16 |  |             | $
|December
    31, 2017  |  | $            | 1.70 |  |             | $
|March
    31, 2018     |  | $            | 1.40 |  |             | $



Stockholders



The
approximate number of stockholders of record at March 31, 2018 was 222. The number of stockholders of record does not include
beneficial owners of our common stock, whose shares are held in the names of various dealers, clearing agencies, banks, brokers
and other fiduciaries.



Dividend
Policy



We
have never declared or paid a cash dividend on our capital stock. We do not expect to pay cash dividends on our common stock in
the foreseeable future. We currently intend to retain our earnings, if any, for use in our business. Any dividends declared in
the future will be at the discretion of our Board of Directors.



RECENT
SALES OF UNREGISTERED SECURITIES



During
fiscal year ended March 31, 2018 and to date, we issued an aggregate of 8,957,769 shares of unregistered common stock as follows:



Settlement
of Debt



In
December 2017, the Company issued 37,741 shares of unregistered common stock to settle two notes valued at $13,210.



Stock
Issued for Cash and Services



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



i)
In April-June, 2017, the Company sold 120,000 unregistered common shares in private placements to four investors for total proceeds
of $42,000, which proceeds were used for working capital purposes.



ii)
In June 2017, the Company issued an aggregate of 1,418,528 unregistered common shares valued at $867,192 to four of its executive
officers to settle outstanding accrued salaries owed to them; 21,338 shares valued at $5,690 were returned to the company subsequent
to the date of this filing.





22







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



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



The
Company sold 1,500,000 shares of unregistered common stock to thirty-three investors for $525,000 through a private offering.
The proceeds of the stock sales were used for working capital purposes.



“Unregistered
sales of our equity securities in the third quarter ended December 31, 2017 are as follows:



The
Company issued 52,000 unregistered common shares valued at $58,000 to three individuals and FMW Media for consulting services
ranging from business consulting, marketing services, and consulting services to convert toxic debt.



Unregistered
sales of our equity securities agreed upon, but not issued in the third quarter ended December 31, 2018 are recorded in common
stock to be issued and are as follows:



The
Company agreed to issue 250,000 unregistered common shares to one individual for $250,000 through a private offering. The proceeds
of the stock sale were used for working capital purposes.



Unregistered
sales of our equity securities agreed upon, but not issued in the fourth quarter ended March 31, 2018 are recorded in common stock
to be issued and are as follows:



i)
The Company agreed to issue 10,000 unregistered common shares valued at $15,000 to one individual for capital-raising effort consulting
services.

ii)
The Company agreed to issue 427,287 shares valued at $181,966 to two individuals to settle debt.

iii)
The Company agreed to issue 200,000 shares valued at $42,000 to our CEO for signing his employment agreement.”





On
June 7, 2017 the Company’s President, John Lai, entered into an escrow agreement with the Company’s CEO, Wesley Hayne,
whereby John transferred 1,250,000 shares valued at $370,000 of his personally-owned common stock to Wesley as incentive for performing
the tasks of CEO. These shares are to be issued to Wesley ratably over a two-year period. This transaction was recorded in fiscal
quarter four of the year ended March 31, 2018 as an expense on behalf of the company and recorded against Additional Paid in Capital.



Stock
Issued to Complete the Merger of PetVivo Holdings and Gel-Del Technologies, Inc.



In
September 2017, the Company issued 5,450,000 restricted shares pro rata to shareholders of Gel-Del Technologies, Inc. to complete
the acquisition of all capital stock of Gel-Del, based on $.40 per share.



All
of the foregoing securities issuances were unregistered and made by us as non-public transactions. The shares of common stock
were issued in reliance on Section 4(a)(2) under the federal Securities Act of 1933, as amended.



SECURITIES
AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS.



As
of the date of this Annual Report, we have no compensation plans under which our equity securities were authorized for issuance.



ITEM
6. SELECTED FINANCIAL DATA



Not
applicable.



ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION



The
following discussion of our financial condition and results of operations should be read in conjunction with our financial statements
for the year ended March 31, 2018, together with notes thereto as included in this Annual Report on Form 10-K. The following discussion
contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially
from those discussed in our forward-looking statements. Our audited financial statements are stated in United States Dollars and
are prepared in accordance with United States Generally Accepted Accounting Principles.





23







We
are an emerging growth company and have not generated any material revenue to date. We have incurred recurring losses to date.
Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include
adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary
should we be unable to continue in operation.



We
will require additional, substantial capital to meet our long-term operating requirements. We expect to raise additional capital
through, among other things, the sale of equity or debt securities.



RESULTS
OF OPERATION



|                                           |  | For
                                         Fiscal Year Ended
                                                                  March
                                         31, 2018 |            |   | For
                                         Fiscal Year Ended
                                                                  March
                                         31, 2017 | 
|------------------------------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------- | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|                                           |  |                                                                                                                                                                                          |            |   |                                                                                                                                                                                          | 
|Revenues                                   |  | $                                                                                                                                                                                        | 1,510      |   |                                                                                                                                                                                          | 
|                                           |  |                                                                                                                                                                                          |            |   |                                                                                                                                                                                          | 
|Total
    Operating Expenses               |  |                                                                                                                                                                                          | 2,286,827  |   |                                                                                                                                                                                          | 
|                                           |  |                                                                                                                                                                                          |            |   |                                                                                                                                                                                          | 
|Total
    Other Income (Expense)           |  |                                                                                                                                                                                          | (52,021    | ) |                                                                                                                                                                                          | 
|                                           |  |                                                                                                                                                                                          |            |   |                                                                                                                                                                                          | 
|Net
    Income (loss)                      |  | $                                                                                                                                                                                        | (2,337,338 | ) |                                                                                                                                                                                          | 
|                                           |  |                                                                                                                                                                                          |            |   |                                                                                                                                                                                          | 
|Non-Controlling
    Interest               |  | $                                                                                                                                                                                        | 0          |   |                                                                                                                                                                                          | 
|                                           |  |                                                                                                                                                                                          |            |   |                                                                                                                                                                                          | 
|Net
    Loss                               |  | $                                                                                                                                                                                        | (2,337,338 | ) |                                                                                                                                                                                          | 
|                                           |  |                                                                                                                                                                                          |            |   |                                                                                                                                                                                          | 
|Net
    loss per share - basic and diluted |  | $                                                                                                                                                                                        | (.14       | ) |                                                                                                                                                                                          | 



For
Fiscal Year Ended March 31, 2018 Compared to Fiscal Year Ended March 31, 2017



Total
Revenues.For fiscal year ended March 31, 2018, we earned $1,510 in revenue from product sold compared to $7,124 earned
in product sold and consulting fees during fiscal year ended March 31, 2017 (a decrease of $5,644).



These
sales in both periods represented sample product sales, with no commercial sales.



Operating
Expenses.Operating expenses for fiscal year ended March 31, 2018 were $2,286,827 compared to $16,396,777 for fiscal year
ended March 31, 2017 (a decrease of $14,109,950). For fiscal year ended March 31, 2018, our operating expenses consisted of: (i)
$118,940 (2017: $167,891) in research and development; and (ii) $2,167,887 (2017: $16,228,886) in general and administrative.
The major differences in general and administrative expenses were the large decrease from 2017 related to the $14 million impairment
loss recorded on the Gel-Del and Cosmeta transaction. General and administrative expenses generally include corporate overhead,
financial and administrative contracted services, marketing, and consulting costs.



Thus,
our operating loss for fiscal year ended March 31, 2018 was $2,337,338 compared to an operating loss of $16,521,698 for fiscal
year ended March 31, 2017.



Other
Income (Expenses).Other expenses for fiscal year ended March 31, 2018 were $52,021 (2017: $132,045). Other expenses consisted
of: (i) gain on settlement of debt of $22,000 (2017: $24,460); (ii) sale of equipment of -0- (2017: $32,000); and (iii) interest
expense of $74,021 (2017: $188,505).



Net
Loss before Taxes.Our net loss before taxes for fiscal year ended March 31, 2018 was ($2,337,338) as compared to ($16,521,698)
for fiscal year ended March 31, 2017. Net loss generally decreased primarily due to the following differences in fiscal year ended
March 31, 2018: (i) no impairment loss from Gel-Del merger of $14,081,031; (ii) increased employee compensation costs of $126,724;
(iii) less depreciation and amortization of $103,456; (iv) less stock for services of $312,475; (v) less other cost reductions
of $85,822; and (vi) more warrant expense of $271,700.



Interest.During fiscal year ended March 31, 2018, we incurred $74,021 in interest expense as compared to $188,505 in interest expense
incurred during fiscal year ended March 31, 2017.





24







Net
Loss Attributable to PetVivo.Therefore, our net loss for fiscal year ended March 31, 2018 was ($2,337,338) or ($0.14)
per share compared to a net loss for fiscal year ended March 31, 2017 of ($15,531,533) or ($1.73) per share. The weighted average
number of shares outstanding during fiscal year ended March 31, 2018 was 16,943,892 compared to 8,955,222 for fiscal year ended
March 31, 2017.



LIQUIDITY
AND CAPITAL RESOURCES



Fiscal
Year Ended March 31, 2018



As
of March 31, 2018, our current assets were $295,700 and our current liabilities were $1,431,133 which resulted in a working capital
deficit of $1,135,433.



As
of March 31, 2018, our current assets were comprised of: (i) $237,335 in cash and cash equivalents; (ii) $163 in accounts receivable;
and (iii) $19,948 in prepaid expenses. As of March 31, 2018, our total assets were $1,567,781 comprised of: (i) current assets
of $295,700; (ii) $18,571 in property and equipment (valued at $122,682 less depreciation of $104,111); and (iii) trademark and
patents – net valued at $1,253,510.



As
of March 31, 2018, our current liabilities were comprised of: (i) $1,238,034 in accounts payable and accrued expenses; and (ii)
$193,099 in notes payable and accrued interest – related party.



Stockholders’
equity decreased from $819,745 as at March 31, 2017 to $ 136,648 as at March 31, 2018.



At
the present time the Company has sufficient funds to begin initial commercial operations with a recent move into a new office
and other facilities in suburban Minneapolis for the commencement of marketing KUSH products. The Company has secured sales and
marketing teams to sell product, and production has commenced at our outsourced independent contract manufacturer in Rochester
MN. To effectively commercialize our Kush products, however, the Company will need to soon raise substantial capital, which there
is no assurance will happen. The Company added new independent board members and has formed a business advisory committee. The
Company has established an Audit and Compensation Committee, both of which include only independent directors.



Cash
Flows from Operating Activities.We have not generated positive cash flows from operating activities due to a lack of a source
of revenues. For the fiscal year ended March 31, 2018, net cash flows used in operating activities was ($579,153) (2017: ($143,017)).
Net cash flows used in operating activities during fiscal year ended March 31, 2018 consisted primarily of a net loss of ($2,337,338)
(2017: ($16,521,698)), which was adjusted by: (i) induced dividend from warrant expense of $30,000 (2017: $-0-); (ii) ($22,000)
gain on a settlement of debt (2017: $-0-) (iii) $-0- in non-cash consulting expense (2017: $134,400); (iv) $862,861 (2017: $395,359)
in stock-based compensation; (v) ($342,727) (2017: $1,289,921) stock compensation adjustment; (vi) $-0- (2017: $151,476) in stock
issued for interest; (vii) $643,388 (2017: $746,845) in depreciation and amortization; (viii) $-0- (2017: $3,311) in amortization
of debt issue costs; (ix) $-0- (2017: $14,081,031) goodwill and patent impairment loss; (x) $-0- (2017: ($24,460)) in forgiveness
of debt.



Net
cash flows used in operating activities during fiscal year ended March 31, 2018 were further changed by: (i) ($25,554) (2017:
$-0-) increase in inventory; (ii) an (increase) decrease in prepaid expenses of ($11,358) (2017: $26,431); (iii) an increase in
advances and receivables of ($2,500) (2017: ($163)) and (iii) an increase (decrease) in accounts payable and accrued expenses
of ($594,144) (2017: $425,470).



Cash
Flows from Investing Activities.For fiscal year ended March 31, 2018, net cash flows used by investing activities
was ($62,919) (2017: ($36,465)) consisting of: (i) a ($10,200) (2017: -0-) increase in security deposit and other assets; (ii)
($19,179) (2017: -0-) purchase of equipment; (iii) ($33,540) compared to net cash flows used by investing activities during fiscal
year ended March 31, 2017 of ($36,465) consisting of change in intangible assets.



Cash
Flows from Financing Activities.We have financed our operations primarily from debt or the issuance of equity instruments.
For fiscal year ended March 31, 2018, net cash flows provided from financing activities was $853,973 (2017: $204,658) consisting
of: (i) $877,000 (2017: $99,750) in proceeds from stock; (ii) ($3,956) (2017; $1,230) Increase (decrease) in notes to related
parties; (iii) $-0- (2017: $105,000) in proceeds from convertible loan, which was offset by ($-0-) (2017: ($35,000)) in repayments;
and (iv) $-0- (2017: $12,500) in proceeds from loans, which was offset by ($19,071) (2017: ($38,822)) in repayments.





25







MATERIAL
COMMITMENTS



Accrued
Salary



We
are indebted to related parties. At March 31, 2018, we are obligated for unpaid officer salaries and advances of $663,164. This
amount is included in accounts payable and accrued expenses.



OFF-BALANCE
SHEET ARRANGEMENTS



As
of the date of this Annual 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 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
accumulated 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.



RECENTLY
ISSUED ACCOUNTING STANDARDS



The
following describes the recently issued accounting standards used in reporting our financial condition and results of operations.
In some cases, accounting standards allow more than one alternative accounting method for reporting. In those cases, our reported
results of operations would be different should we employ an alternative accounting method.



The
FASB issued ASC 606 as guidance on the recognition of revenue from contracts with customers in May 2014 with amendments in 2015
and 2016. Revenue recognition will depict the transfer of promised goods or services to customers in an amount that reflects the
consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires disclosures
regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The guidance
permits two methods of adoption: retrospectively to each prior reporting period presented, or retrospectively with the cumulative
effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method).
The company will adopt the guidance on April 1, 2018 and apply the cumulative catch-up transition method. The transition adjustment
to be recorded to stockholders’ equity upon adoption of the new standard is not expected to be material.



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



IITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



Not
applicable.





ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



The
financial statements required by Item 8 are presented in the following order:







26











PetVivo
Holdings, Inc.

Consolidated
Financial Statements

March
31, 2018 and 2017



TABLE
OF CONTENTS



|Report
    of Independent Registered Public Accounting Firm   | F-2
|------------------------------------------------------------- | ---
|Consolidated
    Balance Sheets                               | F-3
|Consolidated
    Statements of Operations                     | F-4
|Consolidated
    Statements of Stockholders’ Equity [Deficit] | F-5
|Consolidated
    Statements of Cash Flows                     | F-6
|Notes
    to Consolidated Financial Statements                | F-7



F-1











REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To
the Board of Directors andStockholders of Petvivo Holdings, Inc.



Opinion
on the Financial Statements



We
have audited the accompanying balance sheets of Petvivo Holdings, Inc. (the Company) as of March 31, 2018 and 2017 and the related
statements of income, changes in stockholders’ equity, and cash flows for each of the years in the two-year period ended
March 31, 2018, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements
present fairly, in all material respects, the financial position of the Company as of March 31, 2018 and 2017, and the results
of its operations and its cash flows for each of the years in the two-year period ended March 31, 2018 and 2017, in conformity
with accounting principles generally accepted in the United States of America.



Going
Concern



The
accompanying financials have been prepared assuming the Company will continue as a going concern. As of December 31, 2017, the
Company had accumulated losses of approximately $47,258,000, has generated limited revenue, and may experiences losses in the
near term. These factors and the need for additional financing in order for the Company to meet its business plan, raise substantial
doubt about its ability to continue as a going concern. Management’s plan to continue as a going concern is also described
in Note 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



Basis
for Opinion



These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.



We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but
not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.



Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audits provide a reasonable basis for our opinion.



/s/
Soles, Heyn & Company, LLP

Soles,
Heyn & Company, LLP



We
have been the Company’s auditor since 2015



West
Palm Beach, Florida

August
13, 2018







F-2









PETVIVO
HOLDINGS, INC.

CONSOLIDATED
BALANCE SHEETS



|                                                                                                                                                               |  | March
    31, 2018 |             |   | March
    31, 2017 |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ----------- | - | ------------------ | -
|Assets:                                                                                                                                                        |  |                    |             |   |                    |  
|Current
    Assets                                                                                                                                             |  |                    |             |   |                    |  
|Cash
    and cash equivalents                                                                                                                                  |  | $                  | 237,335     |   |                    | $
|Accounts
    receivable                                                                                                                                        |  |                    | 163         |   |                    |  
|Inventory                                                                                                                                                      |  |                    | 25,554      |   |                    |  
|Employee
    advance                                                                                                                                           |  |                    | 2,500       |   |                    |  
|Prepaids                                                                                                                                                       |  |                    | 19,948      |   |                    |  
|Security
    deposit                                                                                                                                           |  |                    | 10,200      |   |                    |  
|Total
    Current Assets                                                                                                                                       |  |                    | 295,700     |   |                    |  
|                                                                                                                                                               |  |                    |             |   |                    |  
|Property
    and Equipment:                                                                                                                                    |  |                    |             |   |                    |  
|Property
    & equipment                                                                                                                                       |  |                    | 122,682     |   |                    |  
|Less:
    accumulated depreciation                                                                                                                             |  |                    | (104,111    | ) |                    |  
|Total
    Fixed Assets                                                                                                                                         |  |                    | 18,571      |   |                    |  
|                                                                                                                                                               |  |                    |             |   |                    |  
|Other
    Assets:                                                                                                                                              |  |                    |             |   |                    |  
|Trademark
    and patents-net                                                                                                                                  |  |                    | 1,253,510   |   |                    |  
|Total
    Other Assets                                                                                                                                         |  |                    | 1,253,510   |   |                    |  
|Total
    Assets                                                                                                                                               |  | $                  | 1,567,781   |   |                    | $
|                                                                                                                                                               |  |                    |             |   |                    |  
|Liabilities
    and Stockholders’ Equity                                                                                                                       |  |                    |             |   |                    |  
|                                                                                                                                                               |  |                    |             |   |                    |  
|Current
    Liabilities                                                                                                                                        |  |                    |             |   |                    |  
|Accounts
    payable & accrued expenses                                                                                                                        |  | $                  | 1,238,034   |   |                    | $
|Note
    payable and accrued interest-related party                                                                                                            |  |                    | 193,099     |   |                    |  
|Notes
    payable and line of credit loan                                                                                                                      |  |                    | -           |   |                    |  
|Convertible
    notes payable                                                                                                                                  |  |                    | -           |   |                    |  
|Total
    Current Liabilities                                                                                                                                  |  |                    | 1,431,133   |   |                    |  
|                                                                                                                                                               |  |                    |             |   |                    |  
|Commitments
    and Contingencies                                                                                                                              |  |                    |             |   |                    |  
|                                                                                                                                                               |  |                    |             |   |                    |  
|Stockholders’
    Equity:                                                                                                                                      |  |                    |             |   |                    |  
|Preferred
    stock, par value $0.001, 20,000,000 shares authorized, issued 0 and 0 shares outstanding at March 31, 2018 and March 31, 2017                    |  |                    |             |   |                    |  
|Common
    stock, par value $0.001, 250,000,000 shares authorized, issued 18,279,075 and 9,321,306 shares outstanding at March 31, 2018
    and March 31, 2017 |  |                    | 18,279      |   |                    |  
|Common
    stock to be issued                                                                                                                                  |  |                    | 608,966     |   |                    |  
|Additional
    Paid-In Capital                                                                                                                                 |  |                    | 47,257,557  |   |                    |  
|Accumulated
    Deficit                                                                                                                                        |  |                    | (47,748,154 | ) |                    |  
|Total
    Stockholders’ Equity                                                                                                                                 |  |                    | 136,648     |   |                    |  
|Non-Controlling
    Interest                                                                                                                                   |  |                    | -           |   |                    |  
|Total
    Stockholders’ Equity                                                                                                                                 |  |                    | 136,648     |   |                    |  
|Total
    Liabilities and Stockholders’ Equity                                                                                                                 |  | $                  | 1,567,781   |   |                    | $



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



F-3







PETVIVO
HOLDINGS, INC.

CONSOLIDATED
STATEMENTS OF OPERATIONS



|                                                                 |  | Year
    Ended     |            |   | Year
    Ended     |  
|---------------------------------------------------------------- |  | ------------------ | ---------- | - | ------------------ | -
|                                                                 |  | March
    31, 2018 |            |   | March
    31, 2017 |  
|                                                                 |  |                    |            |   |                    |  
|Revenues                                                         |  | $                  | 1,510      |   |                    | $
|                                                                 |  |                    |            |   |                    |  
|Cost
    of Sales                                                |  |                    | -          |   |                    |  
|                                                                 |  |                    |            |   |                    |  
|Gross
    Profit                                                 |  | $                  | 1,510      |   |                    |  
|                                                                 |  |                    |            |   |                    |  
|Operating
    Expenses:                                          |  |                    |            |   |                    |  
|                                                                 |  |                    |            |   |                    |  
|Research
    and Development                                     |  |                    | 118,940    |   |                    |  
|General
    and Administration                                   |  |                    | 2,167,887  |   |                    |  
|Total
    Operating Expenses                                     |  |                    | 2,286,827  |   |                    |  
|                                                                 |  |                    |            |   |                    |  
|Operating
    Loss                                               |  | $                  | (2,285,317 | ) |                    |  
|                                                                 |  |                    |            |   |                    |  
|Other
    Income (Expense)                                       |  |                    |            |   |                    |  
|Gain
    on Settlement of Debt                                   |  |                    | 22,000     |   |                    |  
|Sale
    of Equipment                                            |  |                    |            |   |                    |  
|Interest
    Expense                                             |  |                    | (74,021    | ) |                    |  
|Total
    Other Income (Expense)                                 |  |                    | (52,021    | ) |                    |  
|                                                                 |  |                    |            |   |                    |  
|Net
    Loss before taxes                                        |  | $                  | (2,337,338 | ) |                    | $
|                                                                 |  |                    |            |   |                    |  
|Income
    Tax Provision                                         |  |                    | -          |   |                    |  
|                                                                 |  |                    |            |   |                    |  
|Net
    Loss                                                     |  |                    | (2,337,338 | ) |                    |  
|                                                                 |  |                    |            |   |                    |  
|Net
    Loss Attributable To Non-Controlling Interest            |  |                    | -          |   |                    |  
|                                                                 |  |                    |            |   |                    |  
|Net
    loss attributable to PetVivo                             |  | $                  | (2,337,338 | ) |                    | $
|                                                                 |  |                    |            |   |                    |  
|Net
    Loss Per Share- Basic And Diluted                        |  | $                  | (0.14      | ) |                    | $
|                                                                 |  |                    |            |   |                    |  
|Weighted
    Average Common Shares Outstanding-Basic And Diluted |  |                    | 16,943,892 |   |                    |  



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



F-4







PETVIVO
HOLDINGS, INC.

CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY



|                                                   |  | Common
    Stock |            |   | Additional
                                                                                Paid-in |   |        | Accumulated |  |   | Non-
                                                                                controlling |   |  | Stock
    to be |             |   |        |  
|-------------------------------------------------- |  | ---------------- | ---------- | - | -------------------------------------------------------------------------------------------------- | - | ------ | ----------- |  | - | ------------------------------------------------------------------------------------------------ | - |  | --------------- | ----------- | - | ------ | -
|                                                   |  | Shares           |            |   | Amount                                                                                             |   |        | Capital     |  |   | Deficit                                                                                          |   |  | Interest        |             |   | Issued |  
|Balance
    March 31, 2016                         |  |                  | 7,931,639  |   |                                                                                                    | $ | 7,931  |             |  | $ | 28,224,376                                                                                       |   |  | $               | (29,879,283 | ) |        | $
|                                                   |  |                  |            |   |                                                                                                    |   |        |             |  |   |                                                                                                  |   |  |                 |             |   |        |  
|Common
    stock to be issued                      |  |                  | -          |   |                                                                                                    |   | -      |             |  |   | -                                                                                                |   |  |                 | -           |   |        |  
|                                                   |  |                  |            |   |                                                                                                    |   |        |             |  |   |                                                                                                  |   |  |                 |             |   |        |  
|Common
    shares issued to settle  debt           |  |                  | 788,325    |   |                                                                                                    |   | 789    |             |  |   | 1,575,860                                                                                        |   |  |                 | -           |   |        |  
|                                                   |  |                  |            |   |                                                                                                    |   |        |             |  |   |                                                                                                  |   |  |                 |             |   |        |  
|Common
    stock issued for cash                   |  |                  | 66,500     |   |                                                                                                    |   | 67     |             |  |   | 99,684                                                                                           |   |  |                 | -           |   |        |  
|                                                   |  |                  |            |   |                                                                                                    |   |        |             |  |   |                                                                                                  |   |  |                 |             |   |        |  
|Common
    stock issued for services               |  |                  | 437,500    |   |                                                                                                    |   | 438    |             |  |   | 382,062                                                                                          |   |  |                 | -           |   |        |  
|                                                   |  |                  |            |   |                                                                                                    |   |        |             |  |   |                                                                                                  |   |  |                 |             |   |        |  
|Common
    shares issued for interest              |  |                  | 97,342     |   |                                                                                                    |   | 97     |             |  |   | 151,379                                                                                          |   |  |                 | -           |   |        |  
|                                                   |  |                  |            |   |                                                                                                    |   |        |             |  |   |                                                                                                  |   |  |                 |             |   |        |  
|Stock
    issued for services-Gel-Del              |  |                  | -          |   |                                                                                                    |   | -      |             |  |   | -                                                                                                |   |  |                 | -           |   |        |  
|                                                   |  |                  |            |   |                                                                                                    |   |        |             |  |   |                                                                                                  |   |  |                 |             |   |        |  
|Warrants
    issued for services                   |  |                  | -          |   |                                                                                                    |   | -      |             |  |   | 134,400                                                                                          |   |  |                 | -           |   |        |  
|                                                   |  |                  |            |   |                                                                                                    |   |        |             |  |   |                                                                                                  |   |  |                 |             |   |        |  
|Net
    Loss                                       |  |                  | -          |   |                                                                                                    |   | -      |             |  |   | -                                                                                                |   |  |                 | (15,531,533 | ) |        |  
|                                                   |  |                  |            |   |                                                                                                    |   |        |             |  |   |                                                                                                  |   |  |                 |             |   |        |  
|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                                                                                          |   |  |                 | -           |   |        |  
|Common
    stock issued for services-Gel-Del       |  |                  | -          |   |                                                                                                    |   | -      |             |  |   | -                                                                                                |   |  |                 | -           |   |        |  
|Inducement
    dividend from warrant exercise      |  |                  | -          |   |                                                                                                    |   | -      |             |  |   | 30,000                                                                                           |   |  |                 | -           |   |        |  
|Change
    in ownership in  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 | ) |        | $



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



F-5







PETVIVO
HOLDINGS, INC.

CONSOLIDATED
STATEMENTS OF CASH FLOWS



|                                                                                |  | For
    the year ended |            |   | For
    the year ended |  
|------------------------------------------------------------------------------- |  | ---------------------- | ---------- | - | ---------------------- | -
|                                                                                |  | March
    31, 2018     |            |   | March
    31, 2017     |  
|CASH
    FLOWS FROM OPERATING ACTIVITIES:                                       |  |                        |            |   |                        |  
|                                                                                |  |                        |            |   |                        |  
|Net
    Loss For The Period                                                     |  | $                      | (2,337,338 | ) |                        | $
|Adjustments
    to Reconcile Net Loss to Net Cash Used in Operating Activities: |  |                        |            |   |                        |  
|Induced
    dividend from warrant exercise                                      |  |                        | 30,000     |   |                        |  
|Gain
    on debt settlement                                                     |  |                        | (22,000    | ) |                        |  
|Non
    cash consulting expense                                                 |  |                        | -          |   |                        |  
|Stock
    based compensation                                                    |  |                        | 862,621    |   |                        |  
|Stock
    compensation adjustment                                               |  |                        | (342,727   | ) |                        |  
|Stock
    Issued to Settle Liabilities                                          |  |                        | -          |   |                        |  
|Stock
    Issued for Services - Gel Del                                         |  |                        | 32,171     |   |                        |  
|Stock
    issued for interest                                                   |  |                        | -          |   |                        |  
|Depreciation
    and amortization                                               |  |                        | 643,388    |   |                        |  
|Amortization
    of debt issue costs                                            |  |                        | -          |   |                        |  
|Goodwill
    and patent impairment loss                                         |  |                        | -          |   |                        |  
|Forgiveness
    of debt                                                         |  |                        | -          |   |                        |  
|Changes
    in Operating Assets and Liabilities                                 |  |                        |            |   |                        |  
|(Increase)
    in inventory                                                     |  |                        | (25,554    | ) |                        |  
|(Increase)
    decrease in prepaid expense                                      |  |                        | (11,358    | ) |                        |  
|(Increase)
    in advances and receivables                                      |  |                        | (2,500     | ) |                        |  
|Increase
    (decrease) in accounts payable and accrued expense                 |  |                        | 594,144    |   |                        |  
|Net
    Cash Used In Operating Activities                                       |  |                        | (579,153   | ) |                        |  
|                                                                                |  |                        |            |   |                        |  
|CASH
    FLOWS FROM INVESTING ACTIVITIES                                        |  |                        |            |   |                        |  
|Increase
    in security deposit and other assets                               |  |                        | (10,200    | ) |                        |  
|Purchase
    of equipment                                                       |  |                        | (19,179    | ) |                        |  
|Change
    in intangible assets                                                 |  |                        | (33,540    | ) |                        |  
|Net
    Cash Used in Investing Activities                                       |  |                        | (62,919    | ) |                        |  
|                                                                                |  |                        |            |   |                        |  
|CASH
    FLOWS FROM FINANCING ACTIVITIES                                        |  |                        |            |   |                        |  
|Proceeds
    from stock sale                                                    |  |                        | 877,000    |   |                        |  
|Decrease
    in notes to related parties                                        |  |                        | (3,956     | ) |                        |  
|Proceeds
    from loan                                                          |  |                        | -          |   |                        |  
|Repayments
    of loans and line of credit                                      |  |                        | (19,071    | ) |                        |  
|Proceeds
    from convertible loans                                             |  |                        | -          |   |                        |  
|Repayments
    of convertible loans                                             |  |                        | -          |   |                        |  
|Cash
    Received from Common Stock Subscription                                |  |                        | -          |   |                        |  
|Net
    Cash Provided by Financing Activities                                   |  |                        | 853,973    |   |                        |  
|                                                                                |  |                        |            |   |                        |  
|Net
    Increase in Cash                                                        |  |                        | 211,901    |   |                        |  
|Cash
    at Beginning of Period                                                 |  |                        | 25,434     |   |                        |  
|Cash
    at End of Period                                                       |  | $                      | 237,335    |   |                        | $
|                                                                                |  |                        |            |   |                        |  
|SUPPLEMENTAL
    DISCLOSURE OF CASH FLOW INFORMATION:                           |  |                        |            |   |                        |  
|Cash
    Paid During The Year For:                                              |  |                        |            |   |                        |  
|Interest                                                                        |  | $                      | 7,117      |   |                        | $
|Income
    taxes paid                                                           |  | $                      | -          |   |                        | $
|                                                                                |  |                        |            |   |                        |  
|SUPPLEMENTAL
    DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:     |  |                        |            |   |                        |  
|Shares
    issued as payment for accrued salaries                               |  | $                      | -          |   |                        | $
|Change
    in variable interest equity                                          |  | $                      | 14,335,730 |   |                        | $
|Stock
    issued to convert debt                                                |  | $                      | 195,176    |   |                        | $



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



F-6







PetVivo
Holdings, Inc.

Notes
to Financial Statements

March
31, 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 its current business
in 2014 through a stock exchange reverse merger with PetVivo, Inc., a Minnesota corporation. This merger resulted in Minnesota
PetVivo becoming a wholly-owned subsidiary of the Company.



In
April 2017, the Company acquired another Minnesota corporation, Gel-Del Technologies, Inc., through a statutory merger, which
is also a wholly-owned subsidiary of the Company.



The
accompanying consolidated 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.



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 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.



(C)
Use of Estimates



In
preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates
and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities
at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from
those estimates. Significant estimates include estimated useful lives and potential impairment of property and equipment, estimate
of fair value of share-based payments and derivative instruments and recorded debt discount, valuation of deferred tax assets
and valuation of in-kind contribution of services and interest.



F-7







(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 March 31, 2018, and March 31, 2017 the Company had no cash equivalents.



(E)
Concentration-Risk



The
Company maintains its cash with various financial institutions, which at times may exceed federally insured limits.



(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.



F-8







(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 3,486,709 warrants outstanding as of March 31, 2018 with varying exercise prices ranging from $3.50 to $0.30 per share.
The weighted average exercise price for these warrants is $0.59 per share. These warrants are antidilutive and have been excluded
from the weighted average number of shares.



(I)
Revenue Recognition



The
Company will recognize revenue on arrangements in accordance with FASB ASC No. 605, “Revenue Recognition”. In all
cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the
service is performed and collectability of the resulting receivable is reasonably assured. Revenues consist of 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.



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



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



The
Company’s financial instruments consist of accounts payable, accrued expenses, notes payable, notes payable - related party,
loan payable - related party and convertible notes payable. The carrying amount of the Company’s financial instruments approximates
their fair value as of March 31, 2018 and March 31, 2017, due to the short-term nature of these instruments.



In
instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy,
the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input
that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular
input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.
The valuation of the Company’s notes recorded at fair value is determined using Level 3 inputs, which consider (i) time
value, (ii) current market and (iii) contractual prices.



The
following table represents the Company’s assets and liabilities by level measured at fair value on a recurring basis at
March 31, 2018 and March 31, 2017:



|Date               |  | Description                     |  | Level
    1 |     |  | Level
    2 |   |     | Level
    3 | 
|------------------ |  | ------------------------------- |  | ----------- | --- |  | ----------- | - | --- | ----------- | 
|March
    31, 2018 |  | Notes
    payable at fair value |  | $           | -0- |  |             | $ | -0- |             | 
|March
    31, 2017 |  | Notes
    payable at fair value |  | $           | -0- |  |             | $ | -0- |             | 



The
following assets and liabilities are measured on the consolidated balance sheets at fair value on a recurring basis utilizing
significant unobservable inputs or Level 3 assumptions in their valuation. The following tables provide a reconciliation of the
beginning and ending balances of the liabilities:



|                                |  | Fair
    Value April 1, 2016 |        |  | Change
    in Fair Value |   |       | New
    Convertible Notes |  |   | Conversions |  |  | Fair
    Value
    March 31, 2017 |        
|------------------------------- |  | ---------------------------- | ------ |  | ------------------------ | - | ----- | ------------------------- |  | - | ----------- |  |  | --------------------------------- | -------
|Notes
    payable at fair value |  | $                            | 31,689 |  |                          | $ | 3,311 |                           |  | $ | -0-         |  |  | $                                 | (35,000



|                                |  | Fair
    Value April 1, 2017 |     |  | Change
    in Fair Value |   |     | New
    Convertible Notes |  |   | Conversions |  |  | Fair
    Value  March 31, 2018 |    
|------------------------------- |  | ---------------------------- | --- |  | ------------------------ | - | --- | ------------------------- |  | - | ----------- |  |  | ------------------------------ | ---
|Notes
    payable at fair value |  | $                            | -0- |  |                          | $ | -0- |                           |  | $ | -0-         |  |  | $                              | -0-



F-9







The
Company’s financial instruments consist of accounts receivable, accounts payable, accrued expenses, notes payable, notes
payable - related party, and convertible notes payable. The carrying amount of the Company’s financial instruments approximates
their fair value as of March 31, 2018 and March 31, 2017, 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 March 31, 2018 and March 31, 2017.



(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. 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.



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.



F-10







(L)
Recent Accounting Pronouncements



The
FASB issued ASC 606 as guidance on the recognition of revenue from contracts with customers in May 2014 with amendments in 2015
and 2016. Revenue recognition will depict the transfer of promised goods or services to customers in an amount that reflects the
consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires disclosures
regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The guidance
permits two methods of adoption: retrospectively to each prior reporting period presented, or retrospectively with the cumulative
effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method).
The Company will adopt the guidance on April 1, 2018 and apply the cumulative catchup transition method. The transition adjustment
to be recorded to stockholders’ equity upon adoption of the new standard is not expected to be material. The Company does
not expect the adoption on this new standard to have any material effect upon the financial statements.



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.



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



NOTE
2 - RELATED PARTY PAYABLE



At
March 31, 2018, the company is obligated for officers’ notes payable, accounts payable and accrued interest in the total
amount of $193,099. The note payable to officer terms are accrual of interest at eight percent annually, with a stipulation including
if the Company receives additional financing in the amount greater than $1,400,000, the Company will immediately pay the officer
the principal amount of the note along with all interest due.



At
March 31, 2017, the Company was obligated for unpaid officer salaries and advances totaling $197,055.





NOTE
3 – NOTES PAYABLE AND LINE OF CREDIT



As
of March 31, 2018 the Company had one outstanding note payable and accrued interest in the amount of $103,872 due to a Director
of the Company, David Masters, and no lines of credit open.



As
of March 31, 2017 the Company was obligated on the following notes:



|1. |  | Third
    Party Individuals |  |   | 67,826  | 
|-- |  | --------------------------- |  | - | ------- | 
|2. |  | Bank
    Credit Line*       |  |   | 63,421  | 
|   |  | Total                       |  | $ | 131,247 | 



*As
of November 26, 2017, Gel-Del Technologies, Inc. was delinquent in the monthly payments of the Bank Credit Line and a Bank Credit
Card through the same banking institution. The Company negotiated a settlement with the bank regarding the Bank Credit Line having
an outstanding balance of $50,000 and the Bank Credit Card having an outstanding balance of $10,000; both were originally incurred
by Gel-Del Technologies, Inc. The bank agreed to a settlement payment of $38,000 for the combined balance of $60,000. A payment
plan of $8,000 due on September 29, 2017 to be applied to the Bank Credit Line in the amount of $6,666 and $1,333 applied to the
credit card balance. A payment of $10,000 due on October 15, 2017 to be applied to the Bank Credit Line in the amount of $ 8,333
and $1,666 applied to the credit card balance. A payment of $10,000 due on November 15, 2017 to be applied to the Bank Credit
Line in the amount of $ 8,333 and $1,666 applied to the credit card balance. A final payment of $10,000 due on December 15, 2017
to be applied to the Bank Credit Line in the amount of $8,333 and $1,666 applied to the credit card balance.



At
March 31, 2017 there was $11,579 of unused credit on a bank line of credit of $75,000. Interest was accrued at 6.5%. The payment
plan outlined above was completed in December of 2017.



The
Company was indebted on a note bearing interest at prime plus 5.5% to a bank with a monthly payment of $2,786 and expiring in
January, 2017. All assets of Gel-Del were pledged as collateral. On February 23, 2017, the Company paid this note in full and
received a release of the collateral pledge in all assets of Gel-Del.



At
March 31, 2017 the Company was indebted to Robert Rudelius in the amount of $55,326 which consisted of a convertible note of $50,000
and accrued interest of $5,326; the interest rate on this loan was 8%. This note and its accrued interest totaling $66,231 was
converted into 94,614 shares of common stock in February of 2018 at a conversion price of $.70/share.



At
March 31, 2017 the Company was indebted to Stanley Cruden in the amount of $105,000 which consisted of a convertible note of $105,000
and accrued interest of $-0-; the interest rate on this loan was 12%. This note and its accrued interest totaling $115,736 was
converted in February of 2018 into 330,673 shares of common stock at a conversion price of $.35/share and 330,673 warrants to
purchase shares of common stock at $.50/share with a three-year term.



At
March 31, 2017 the Company was indebted to Scott Johnson in the amount of $7,500; the interest rate on this loan was 6% and a
due date of September 2, 2018. This note and its accrued interest totaling $7,975 was converted into 22,786 shares of common stock
in November of 2017 at a conversion price of $.35/share.



At
March 31, 2017 the Company was indebted to Gary Bryant in the amount of $5,000; the interest rate on this loan was 6% and a due
date of December 14, 2018. This note and its accrued interest totaling $5,234 was converted into 14,955 shares of common stock
in November of 2017 at a conversion price of $.35/share.



F-11







NOTE
4 - GOING CONCERN



As
reflected in the accompanying consolidated financial statements, the Company had no significant revenue, negative working capital,
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.



F-12







NOTE
5 - COMMON STOCK AND WARRANTS



Common
Stock



During
the fiscal year ended March 31, 2018 the Company issued 8,957,769 shares of common stock including:



i)
5,450,000 shares valued at $0.40/share issued pro rata to shareholders of Gel-Del incident to our Gel-Del merger (See Note 5);

ii)
1,418,528 shares issued to executive officers to satisfy accrued salaries of $867,192;

iii)
1,620,000 shares issued to accredited investors for cash of $567,000;

iv)
37,741 shares issued to two individuals to reduce $13,172 of debt;

v)
431,500 shares issued to service providers for business management and financial consulting services valued at $214,825.



Also,
during the year ended March 31, 2018 the Company’s President, John Lai, entered into an escrow agreement with the Company’s
CEO, Wesley Hayne, whereby John transferred via escrow 1,250,000 shares valued at $370,000 of his personally-owned common stock
to Wesley as incentive for performing the tasks of CEO. All 1,250,000 shares were escrowed to be received by Mr. Hayne ratably
during his two-year employment service. This transaction was recorded in fiscal quarter four of the year ended March 31, 2018
as an expense on behalf of the company and recorded against Additional Paid in Capital.



During
the fiscal year ended March 31, 2017 the Company issued 1,389,667 shares of common stock including:



i)
66,500 shares issued to accredited investors for cash of $99,750;

ii)
437,500 shares issued to service providers for services valued at $382,500;iii) 788,325 shares were issued to debt holders to satisfy debt of $1,575,649;iv) 97,342 shares were issued to accredited investors for interest valued at $151,476.



Warrants



During
the fiscal year ended March 31, 2018 the Company granted warrants to purchase a total of 3,413,459 shares of common stock including:



i)
warrants for 353,459 shares to lenders converting outstanding debt to common stock, fully vested, and exercisable over a three-year
term at $0.50/share;



ii)
warrants for 340,000 shares to various service providers for operational consulting and professional advisory services, fully
vested, and exercisable over a five-year term at $1.00/share;



iii)
warrants for 60,000 shares to a law firm for patent services, vested against billing, and exercisable over a three-year term at
$1.00/share;



iv)
warrants for 110,000 shares to key employees as incentive grants, fully vested, and exercisable over a five-year term at $1.00/share;



v)
warrants for 1,500,000 shares to accredited investors who purchased units in a private placement, fully vested, and exercisable
over a three-year term at $0.50/share;



vi)
warrants with five-year terms for 300,000 shares to three independent directors (100,000 apiece) for their agreements to become
a member of the Board of Directors, vesting quarterly over a two-year period, with 200,000 shares exercisable at $0.35/share and
100,000 shares exercisable at $1.00/share, this resulted in compensation expense valued using the Black-Scholes pricing model
of $60,987 during the year ended March 31, 2018; and



vii)
warrants for 750,000 shares to the President of the Company for past management services, vesting quarterly over a two-year period,
and each quarterly vested portion exercisable at $0.30 per share for a three-year term from its vesting date, this resulted in
compensation expense valued using the Black-Scholes pricing model of $84,962 during the year ended March 31, 2018.



During
the fiscal year ended March 31, 2017 the Company granted warrants to purchase a total of 93,250 shares of common stock including:



i)
warrants for 93,250 shares to accredited investors as part of their subscription agreements, fully vested, and exercisable over
a three-year term at $0.50/share;





F-13







A
summary of warrant activity for fiscal years ending March 31, 2017 and 2018 is as follows:



|                                |  | Number
    of Warrants |           |  | Weighted-
    Average
    Exercise 
    Price |  |      | Warrants
    Exercisable |  |  | Weighted-
    Average
    Exercisable
    Price | 
|------------------------------- |  | ---------------------- | --------- |  | --------------------------------------------- |  | ---- | ------------------------ |  |  | ----------------------------------------------- | 
|                                |  |                        |           |  |                                               |  |      |                          |  |  |                                                 | 
|Outstanding,
    March 31, 2016 |  |                        | 40,000    |  |                                               |  | 3.50 |                          |  |  | 40,000                                          | 
|                                |  |                        |           |  |                                               |  |      |                          |  |  |                                                 | 
|Granted                         |  |                        | 93,250    |  |                                               |  | 1.36 |                          |  |  |                                                 | 
|                                |  |                        |           |  |                                               |  |      |                          |  |  |                                                 | 
|Exercised                       |  |                        | 0         |  |                                               |  | 0    |                          |  |  |                                                 | 
|                                |  |                        |           |  |                                               |  |      |                          |  |  |                                                 | 
|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                                       | 



At
March 31, 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                             |  |                          | 2,803,459 |  |                                     | 
|                                    |  |                          |           |  |                                     | 
|.51-1.00                            |  |                          | 610,000   |  |                                     | 
|                                    |  |                          |           |  |                                     | 
|1.01-3.50                           |  |                          | 73,250    |  |                                     | 



F-14







NOTE
6 – 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.



NOTE
7 – LEASE AND COMMITMENTS



During
the three months ended March 31, 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, |  |   |         | 
|------------------------ |  | - | ------- | 
|2018                     |  | $ | 24,932  | 
|2019                     |  | $ | 24,932  | 
|2020                     |  | $ | 24,932  | 
|2021                     |  | $ | 24,932  | 
|2022                     |  | $ | 46,706  | 
|There
    after          |  | $ | 171,366 | 



NOTE
8 – INCOME TAXES



The
following table presents the current and deferred income tax provision (benefit) for federal and state income taxes:



|                                      |  | 2018 |            |   | 2017 |  
|------------------------------------- |  | ---- | ---------- | - | ---- | -
|Current
    tax provision:            |  |      |            |   |      |  
|Federal                               |  | $    | –          |   |      | $
|State                                 |  |      | –          |   |      |  
|Deferred
    tax provision (benefit): |  |      |            |   |      |  
|Federal                               |  |      | (2,897,981 | ) |      |  
|State                                 |  |      | (1,352,391 | ) |      |  
|Valuation
    allowance               |  |      | 4,250,372  |   |      |  
|Total
    provision for income tax    |  | $    | –          |   |      | $



F-15







Current
income taxes are based upon the year’s income taxable for federal and state tax reporting purposes. Deferred income taxes
(benefits) are provided for certain income and expenses, which are recognized in different periods for tax and financial reporting
purposes.



Deferred
tax assets and liabilities are computed for differences between the financial statements and tax bases of assets and liabilities
that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the period in
which the differences are expected to affect taxable income. The Company’s deferred income taxes arise from the temporary
differences between financial statement and income tax recognition of net operating losses. These loss carryovers would be limited
under the Internal Revenue Code should a significant change in ownership occur within a three-year period. There were no depreciation
differences.



At
March 31, 2018 and 2017, the Company had net operating loss carryforwards of approximately $13,799,909 and $16,762,992. The deferred
tax assets arising from the net operating loss carryforwards are approximately $4,250,372, and $5,935,455 as of March 31, 2018
and 2017, respectively. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income
during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred
tax liabilities, the projected future taxable income and tax planning strategies in making this assessment. Based on management’s
analysis, they concluded not to retain a deferred tax asset since it is uncertain whether the Company can utilize this asset in
future periods. Therefore, they have established a full reserve against this asset. The change in the valuation allowance in 2018
and 2017 was approximately ($1,685,083) and $5,519,204 respectively.



A
reconciliation of the expected tax computed at the U.S. statutory federal income tax rate to the total benefit for income taxes
at March 31, 2018, 2017 is as follows:



|                                 |  | 2018 |            |   | 2017 |  
|-------------------------------- |  | ---- | ---------- | - | ---- | -
|Expected
    tax at 21% and 9.8% |  | $    | (4,250,372 | ) |      | $
|Valuation
    allowance          |  |      | 4,250,372  |   |      |  
|Provision
    for income taxes   |  | $    | –          |   |      | $



The
Company’s continuing practice is to recognize interest and/or penalties related to income tax matters in income tax expense.
As of March 31, 2018 and 2017, the Company had no accrued interest and penalties related to uncertain tax positions.



The
Company is subject to taxation in the U.S. and Minnesota. Our tax years for 2014 and forward are subject to examination by tax
authorities. The Company is not currently under examination by any tax authority.



Management
has evaluated tax positions in accordance with FASB ASC 740, and has not identified any tax positions, other than those discussed
above, that require disclosure.



NOTE
9 – SUBSEQUENT EVENTS



In
May 2018, the Company issued John Lai, our President/CFO, a total of 803,385 shares of our common stock, including 324,723 shares
to replace common shares he had surrendered in 2016 to obtain past significant financing, and 478,662 shares to restore escrowed
shares he had surrendered under an escrow agreement, provided that Mr. Lai still satisfies certain financing requirements of the
escrow agreement.



In
May 2018 the Company also granted five-year warrants for the aggregate purchase of 190,000 shares of its common stock at an exercise
price of $1.00 per share, including warrants for 80,000 shares granted to an employee, warrants for 80,000 shares granted to two
advisors for advisory services, and warrants for 30,000 shares granted to an attorney for legal services.



F-16













ITEM
9. CHANGES AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE



On
October 24, 2017, the Company retained Soles, Heyn & Company, LLP, as its principal independent registered public accounting
firm. This changed engagement was necessary due to the recent merger of our former registered public accounting firm, Patrick
D. Heyn, CPA, P.A. with Soles, Heyn & Company, LLP. During the Company’s two most recent fiscal years and to the date
of this report, the Company has not consulted with Soles, Heyn & Company, LLP regarding either: (i) the application of accounting
principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the
Company’s financial statements and either a written report was provided to the Company or oral advice was provided to the
Company that Soles, Heyn & Company, LLP, concluded was an important factor considered by the Company in reaching a decision
as to the accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement and required
to be reported under Item 304(a) (1)(iv) of Regulation S-K and the related instructions thereto. Item 401(a) is not applicable
since there was no resignation or dismissal of the registrant’s certifying accountant involved in this merger of accounting
firms.



ITEM
9A. CONTROLS AND PROCEDURES



EVALUATION
OF DISCLOSURE CONTROLS AND PROCEDURES



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



Management’s
annual report on internal control over financial reporting.



Our
management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control
over financial reporting as defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934. Our
internal control over financial reporting is designed 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
(GAAP) 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 our 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.                                                                                                                           





27









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
management assessed the effectiveness of our internal control over financial reporting as of March 31, 2018. In making this assessment,
management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”)
in Internal Control — Integrated Framework (revised 2013).This assessment included an evaluation of the design and
procedures of our control over financial reporting.



Based
on our assessment, our management concluded that as of March 31, 2018, our internal control over financial reporting was not effective
due to certain material weaknesses including:



| | ● | 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 our qualified accounting personnel with experience in
    public company SEC reporting and GAAP is limited.                                                                
| |   |                                                                                                                                                                                                                                                                   
| | ● | Limited
                                         checks and balances in processing cash and other transactions.                                                                                                                                                   



The
existence of the material weaknesses in our internal control over financial reporting increases the risks that our financial statements
may be misleading materially or even need to be restated. We are committed to improving our financial and oversight organization
and procedures. During the past fiscal year, we added three independent directors who also became our audit committee under a
formal charter, and we added a fulltime experienced Controller who is now responsible for our financial controls and procedures.



Changes
in internal control over financial reporting



There
have been no changes in our internal control over financial reporting during our last fiscal quarter that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.



ITEM
9B. OTHER INFORMATION



None.





PART
III



ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE



DIRECTORS
AND EXECUTIVE OFFICERS



All
of our directors hold office until their successors have been elected and qualify. Our executive officers are appointed by and
serve at the discretion of our board of directors. The following table includes the names, ages and positions held by our executive
officers:



|Name                        |  | Age |  | Management
    Positions                        
|--------------------------- |  | --- |  | ------------------------------------------------
|Wesley
    C. Hayne         |  | 70  |  | Chief
    Executive Officer, Director           
|John
    Lai                |  | 54  |  | President,
    Chief Financial Officer, Director
|John
    F. Dolan           |  | 51  |  | Director                                        
|David
    B. Masters, Ph.D. |  | 58  |  | Director                                        
|Randall
    A. Meyer        |  | 52  |  | Director                                        
|Peter
    Vezmar            |  | 60  |  | Director                                        
|David
    Deming            |  | 57  |  | Director                                        
|David
    E. Merrill        |  | 69  |  | Director                                        





28







Wesley
C. Hayne.Mr. Hayne has been a director since July 2017 and has served as our Chief Executive Officer since June 2017. Mr.
Hayne has many years of senior executive experience in corporate development, business management, marketing and team sales management
in several industries, both with public and private companies. From January 2016 until June 2017, Mr. Hayne served as Vice President/Investments
for Source Capital Group, Scottsdale, Arizona, specializing in alternative type investments; and from November 2012 until December
2015 he served as Chief Strategy Officer of Emergent Financial Group, a Minneapolis broker-dealer.



Prior
to Emergent Mr. Hayne served as CEO of Virtual Express, Inc., February 1993 to December 1994, CEO of International Concept Development,
Inc., July 1994 to February 2000, and CEO of Biorefining, Inc., February 2000 to December 2008.



Mr.
Hayne’s past extensive experience in the investment banking industry prior to 2012 includes being a founder of and serving
from January 1986 to August 1994 as Chief Executive Officer of Hayne, Miller, Swearingen & Glore, a Midwestern broker-dealer
with offices in Minneapolis and Chicago specializing in raising capital for high growth companies. This broker-dealer sourced,
managed, and completed many public NASDAQ and private underwritings. Mr. Hayne also served as a member of the Board of Directors
of several public companies registered under the Securities Exchange Act of 1934, such as K-Tel International (including Chairman
of the Audit Committee of K-Tel International, Inc.), and First Team Sports, Inc. Mr. Hayne’s various roles as a senior
executive officer and director of several public companies as well as his extensive operational and professional experience in
the investment banking industry are material factors regarding his qualifications to serve on our Board of Directors.



John
Lai.Mr. Lai has been a director and senior executive officer since March 2014, including being our President since March
2014 and our Chief Financial Officer since April 2018, and serving as our Chief Executive Officer from March 2014 to May 2017.
From March 2012 to April 2016, Mr. Lai also was Chief Executive Officer and a director of Blue Earth Resources, Inc., a small
public company which acquired and managed working interests in producing oil and gas leases in Louisiana. Mr. Lai has over thirty
years of senior executive and operational management and financial experience while holding key executive positions with several
public companies in various industries.



In
1992 Mr. Lai founded and until December 2012 was the principal owner and President of Genesis Capital Group, Inc., which provided
significant consulting services to many public and private companies in the powersports, technology and other industries, while
advising its clients in corporate development, mergers and acquisitions, and private and public capital-raising through equity
offerings. Mr. Lai’s role as a co-founder of the company and his many years of experience as a chief executive officer of
many public or private companies are material factors regarding his qualifications to serve on our Board of Directors.



John
F. Dolan.Mr. Dolan has been a director since March 2014, and he served as our Chief Financial Officer from March 2014 to
November 2017. Since March 2013, Mr. Dolan also has served as corporate and intellectual property (IP) counsel for KILO, Inc.,
an alternative energy company. From June 2000 to July 2012, Mr. Dolan was a shareholder in the intellectual property group of
the Minneapolis law firm of Fredrikson & Byron, where he specialized in securing and protecting domestic and foreign patent
and other IP rights for various clients including biomaterials technology and products.



During
the past five years, Mr. Dolan also has provided consulting services to several early stage companies on all aspects of IP asset
protection as well as new technology and corporate development. His extensive career in the intellectual technology field includes
serving as a patent examiner with the U.S. Patent and Trademark Office (USPTO). Mr. Dolan’s role as a cofounder of the company
and his extensive experience in processing patent and legal trademark applications through the USPTO are material factors regarding
his qualifications to serve on our Board of Directors.





29









David
B. Masters, Ph.D.Dr. Masters has been a director since April 2015, and he served as our Chief Technical Officer from April
2015 to December 2017. Dr. Masters is the founder of and served as Chief Executive Officer and Chief Technology Officer of Gel-Del
Technologies, Inc., from 1999 to December 2017, while for Gel-Del he developed and obtained significant patents for the proprietary
biomaterial technology and product applications acquired by us from Gel-Del.



Dr.
Masters is recognized internationally as a leading expert in biomaterials and local drug delivery, and over the past twenty years
he has developed and obtained patents for many novel biomaterials and drug delivery products, including implantable medical devices
for neurologic, vascular, orthopedic, urologic and dermal applications. Dr. Masters’ former academic career included teaching
courses and doing significant research at Harvard Medical School and The Mayo Clinic. He received a B.A. Degree in Biochemistry,
a Master’s Degree in Chemistry, and a Ph.D. in Behavioral and Neural Sciences from Rutgers University. Dr. Master’s
role as the founder of Gel-Del and his long professional career in developing and obtaining patents for many biomaterials and
drug delivery products are material factors regarding his qualifications to serve on our Board of Directors.



Randall
A. Meyer.Mr. Meyer has been a director since April 2015, and he served as our Chief Operating Officer from April 2015 to
November 2017. From January 2009 to April 2015, Mr. Meyer served as Chief Operating Officer of Gel-Del Technologies, Inc. while
being in charge of all operational and marketing activities of Gel-Del. Prior to joining Gel-Del, Mr. Meyer’s substantial
medical device industry management experience included being Chief Operating Officer of Softscope Medical Technologies, Inc. and
being Chief Executive Officer of Tactile Systems Technology, Inc. Mr. Meyer’s role as the senior operational officer of
Gel-Del for many years and his long experience as an executive officer of several companies in the medical device industry are
material factors regarding his qualifications to serve on our Board of Directors.



Peter
Vezmar.Mr. Vezmar has been a director since September 2017. Mr. Vezmar is the founder of and has served as Chief Executive
Officer of Matula Enterprises, Inc. since May 2013. Matula Enterprises, Inc. is a holding company primarily focusing on investment
opportunities in targeted middle-market companies. From January 1999 to May 2013, Mr. Vezmar was Chief Financial Officer of Andrie
Trading, LLC, a private company engaged in options and futures transactions. Mr. Vezmar has over thirty-five years of diverse
experience in business management and strategy, corporate finance including several IPOs, merger and acquisition transactions,
public company financial reporting, tax and regulatory compliance, and corporate governance. His broad experience includes many
industries including life sciences/biotech, IT technologies, insurance, renewable energy, transportation/logistics, advertising
and others. Mr. Vezmar’s diverse senior management and operational experience with many public and private companies and
his extensive experience with corporate finance, tax and regulatory compliance, and corporate governance of public companies including
life sciences/biotech, are material factors regarding his qualifications to serve on our Board of Directors.



David
Deming.Mr. Deming has been a director since September 2017. Mr. Deming is a Partner at Asymetric Capital Management LLC,
which provides money and investment management services to its clients, and he has served as its Director of Business Development
since October 2016. Mr. Deming also has served since January 2017 as the Chief Executive Officer and a director of Wildfire 5G,
Inc., a communications company operating next-generation protected internet wireless networks delivering high-speed internet and
telecommunications services to its broad range of customers. From January 1997 to October 2016, Mr. Deming was Chief Operating
Officer of Arbor Capital Management LLC, an investment banking and money management firm. Mr. Deming’s past service as a
senior executive officer of both high technology and other commercial enterprises, his business development and management advisory
services, and his long operational experience in investment banking and money management, are material factors regarding his qualifications
to serve on our Board of Directors.



David
E. Merrill.Mr. Merrill has been a director since November 2017. For many years Mr. Merrill served as a senior executive officer,
sales representative or marketing consultant for several leading medical device companies. Since 2011 he has been the founder,
principal owner and Chief Executive Officer of Merrill Family Enterprises, Inc., a medical device consulting and investment company
based in Fort Worth, Texas, which provides management, marketing, and product distribution advisory services for its clients.





30









Mr.
Merrill’s past extensive medical device industry experience includes being employed by Medtronic for thirteen years in key
sales and marketing positions such as Medtronic’s Director of Sales Development and Support. His extensive domestic experience
in the medical device industry also included ten years as Senior Director, Southwest Region, for the Cardiac Division of St. Jude
Medical. He also has extensive international experience in the medical products industry, including serving for three years as
Vice President of Medtronic’s Cardiac Rhythm Management—Asia-Pacific territory; and serving for ten years as Vice
President, International of I-Flow Corporation while he successfully negotiated and obtained I-Flow product distribution agreements
with leading international medical device distributor companies in Germany, Japan, Mexico and other countries. Mr. Merrill’s
extensive medical device industry experience with leading medical device companies, while serving in senior marketing and sales
management positions, as well as his background in international sales management and medical device distribution transactions,
are material factors regarding his qualifications to serve on our Board of Directors.



There
are no family relationships between any of our executive officers and directors.



Section
16(a) Beneficial Ownership Reporting Compliance



Section
16(a) of the Exchange Act requires our officers, directors, and stockholders owning more than ten percent of our common stock,
to file reports of ownership and changes in ownership with the SEC and to furnish us with copies of such reports. Based solely
on our review of Form 3, 4, and 5’s, the following is a list of such persons who have failed to file such reports on a timely
basis for the fiscal year ended March 31, 2018: Wesley Hayne, 2 late reports he failed to file timely covering 2 transactions;
John Lai, 2 late reports he failed to file timely covering 2 transactions; David Merrill, 2 late reports he failed to file timely
covering 2 transactions; Peter Vezmar, 1 late report he failed to file timely covering 1 transaction; David Deming, 3 late reports
he failed to file timely covering 3 transactions; David Masters, 2 late reports he failed to file timely covering 2 transactions;
John Dolan, 2 late reports he failed to file timely covering 2 transactions; Randy Meyer, 2 late reports he failed to file timely
covering 2 transactions.



Involvement
in Certain Legal Proceedings





During
the past ten years, none of our executive officers or directors have been involved in any legal proceeding concerning: (i) any
bankruptcy petition filed by or against any business of which they were a general partner or executive officer either at the time
of the bankruptcy or within two years prior to that time; (ii) any conviction in a criminal proceeding or being subject to a pending
criminal proceeding (excluding traffic violations and other minor offenses); (iii) being subject to any order, judgment or decree,
not subsequently reversed, suspended or vacated, of any court of competent jurisdiction permanently or temporarily enjoining,
barring, suspending or otherwise limiting involvement in any type of business, securities, commodities, or banking activity, or
acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker,
leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person
of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person,
director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing
any conduct or practice in connection with such activity; (iv) being found by a court, the Securities and Exchange Commission
or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law unless the judgment
was reversed, suspended or vacated; (v) being subject of, or a party to, any Federal or State judicial or administrative order,
judgement, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (a) any Federal
or State securities or commodities law or regulation, (b) any law or regulation respecting financial institutions or insurance
companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money
penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or (c) any law or regulation prohibiting
mail or wire fraud or fraud in connection with any business or entity; (vi) being subject of, or party to, any sanction or order,
not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange
Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))),
or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated
with a member.





Board
of Directors



Each
of our directors will be elected at our annual meeting of stockholders and hold office until the next annual meeting of stockholders,
or until a successor is elected and qualified. If any director resigns, dies or is otherwise unable to serve out the director’s
term, or if the Board increases the number of directors, the Board may fill the vacancy by the vote of a majority of the directors
then in office. A director elected to fill a vacancy shall serve for the unexpired term of such director’s predecessor.



Committees
of the Board of Directors



We
have an Audit Committee and a Compensation Committee, and our entire Board of Directors acts as our Nominating Committee. Our
Audit Committee consists of three independent directors who are David Deming, Peter Vezmar and David Merrill, with Mr. Vezmar
considered as an “audit committee financial expert” within the meaning of Regulation S-K of the SEC. Our Compensation
Committee consists of two independent directors who are David Deming and Peter Vezmar.



Code
of Ethics



We
have adopted a Code of Ethics which applies to our board of directors, executive officers and other employees. Our Code of Ethics
outlines the broad principles of ethical business conduct we have adopted, including subject areas such as confidentiality, conflicts
of interest, corporate opportunities, public disclosure reporting, protection of company assets, and compliance with applicable
laws. A copy of our Code of Ethics is available without charge to any person by written request to us at our principal offices
at 5251 Edina Industrial Blvd., Edina, MN 55439.



Director
Compensation



Directors
who are also executive officers do not receive any compensation regarding their role as a director. We currently have no formal
policy for non-executive director compensation. Each of our current three independent directors has received warrants to purchase
100,000 shares of our common stock, vesting quarterly over a two-year period, and exercisable over a five-year term at a price
based on the fair market value of our common stock on the grant date.





31









The
following table provides information paid to our independent directors for their services as members of our board of directors
for our fiscal year ended March 31, 2018:







|Name
    of director |  | Fees
                                         paid
                                                                                 in
                                         cash ($) |       |  | Stock
                                         awards ($) |  |   | Warrant awards ($)(1) |  |  | All
                                         other compensation ($) |  |  | Total ($) |  
|-------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----- |  | --------------------------------------------------------- |  | - | --------------------- |  |  | ------------------------------------------------------------------- |  |  | --------- | -
|Peter
    Vezmar     |  |                                                                                                                                                                                          | —     |  |                                                           |  | — |                       |  |  | 49,130                                                              |  |  |           | —
|David
    Deming     |  |                                                                                                                                                                                          | —     |  |                                                           |  | — |                       |  |  | 49,130                                                              |  |  |           | —
|David
    E. Merrill |  |                                                                                                                                                                                          | 5,000 |  |                                                           |  | — |                       |  |  | 164,000                                                             |  |  |           | —












(1)
The amounts in the “Warrant awards” column represent the grant date fair value of the warrants granted to directors
during fiscal year 2018, computed in accordance with ASC Topic 718.



DESCRIPTION
OF SECURITIES



Our
authorized capital is 250,000,000 shares of common stock and 20,000,000 shares of preferred stock, both of par value of $.001
per share. At March 31, 2018, there were 18,279,075 shares of our common stock outstanding and no shares of our preferred stock
outstanding.



Common
Stock



Holders
of our common stock are entitled to one vote for each share on all matters submitted to a stockholder vote, and also are entitled
to share ratably in all dividends declared by our board of directors from legally available funds. Holders of our common stock
do not have any cumulative voting rights. In the event of our liquidation, dissolution or winding up, subject to preferences of
any outstanding preferred stock, holders of our common stock will participate ratably in all assets that remain after payment
of liabilities. Holders of our common stock have no conversion, redemption, preemptive or other subscription rights.



Preferred
Stock



We
have no outstanding or designated preferred stock, and currently have no plans to issue or designate any preferred stock. Without
further stockholder approval, however, our board of directors may issue preferred stock in one or more series from time to time,
and fix or alter the designations, relative rights, priorities, preferences, qualifications, limitations and restrictions of preferred
shares of each series. Different series of preferred stock may differ with respect to voting rights, dividend rates, conversion
rights, redemption provisions, amounts payable on liquidation, sinking fund provisions and other material matters. Our board of
directors may authorize the issuance of preferred stock which ranks senior to our common stock for the payment of dividends and
the distribution of assets on liquidation. or which limits the payment of dividends on our common stock while preferred stock
is outstanding.



Warrants
and Options



We
currently have outstanding stock purchase warrants to purchase an aggregate of 3,486,709 shares of our common stock at exercise
prices ranging from $0.30 to $3.50 per share with a weighted average price of $0.59 per share, and having expiration dates ranging
from June 2020 to May 2023.



We
currently have no outstanding stock options.







ITEM
11. EXECUTIVE COMPENSATION



SUMMARY
COMPENSATION TABLE



The
table set forth below summarizes the annual and long-term compensation for services in all capacities to us payable to our principal
executive officers during the years ended March 31, 2018 and 2017.





32













|Name
    and Principal Position   |  | Year |      |  | Salary($) |  |        | Bonus($) |  |  | Stock
    Awards ($) |  |  | Warrant
    Awards($) |         |  | All
    Other Compensation ($) |  |        | Total($) | 
|--------------------------------- |  | ---- | ---- |  | --------- |  | ------ | -------- |  |  | -------------------- |  |  | --------------------- | ------- |  | ------------------------------ |  | ------ | -------- | 
|John
    Lai, President           |  |      | 2018 |  |           |  | 51,000 |          |  |  | 0                    |  |  |                       | 0       |  |                                |  | 74,961 |          | 
|and
    Director (1)              |  |      | 2017 |  |           |  | 18,000 |          |  |  | 0                    |  |  |                       | 72,000  |  |                                |  | 0      |          | 
|                                  |  |      |      |  |           |  |        |          |  |  |                      |  |  |                       |         |  |                                |  |        |          | 
|John
    F. Dolan, Former CFO     |  |      | 2018 |  |           |  | 48,750 |          |  |  | 0                    |  |  |                       | 0       |  |                                |  | 0      |          | 
|and
    Director (2)              |  |      | 2017 |  |           |  | 48,750 |          |  |  | 0                    |  |  |                       | 72,000  |  |                                |  | 0      |          | 
|                                  |  |      |      |  |           |  |        |          |  |  |                      |  |  |                       |         |  |                                |  |        |          | 
|David
    Masters, Former CTO and |  |      | 2018 |  |           |  | 74,395 |          |  |  | 0                    |  |  |                       | 0       |  |                                |  | 0      |          | 
|Director
    (3)                  |  |      | 2017 |  |           |  | 48,750 |          |  |  | 0                    |  |  |                       | 146,250 |  |                                |  | 0      |          | 
|                                  |  |      |      |  |           |  |        |          |  |  |                      |  |  |                       |         |  |                                |  |        |          | 
|Randall
    Meyer, Former CFO and |  |      | 2018 |  |           |  | 68,750 |          |  |  | 0                    |  |  |                       | 0       |  |                                |  | 0      |          | 
|Director
    (4)                  |  |      | 2017 |  |           |  | 48,750 |          |  |  | 0                    |  |  |                       | 146,250 |  |                                |  | 0      |          | 
|                                  |  |      |      |  |           |  |        |          |  |  |                      |  |  |                       |         |  |                                |  |        |          | 
|Wesley
    Hayne, CEO and         |  |      | 2018 |  |           |  | 94,500 |          |  |  | 10,850               |  |  |                       | 492,000 |  |                                |  | 0      |          | 
|Director
    (5)                  |  |      | 2017 |  |           |  | 7,500  |          |  |  | 0                    |  |  |                       | 0       |  |                                |  | 0      |          | 



OUTSTANDING
EQUITY AWARDS



As
of March 31, 2018, the following named executive officers had the following unexercised options, stock that has not vested, and
equity incentive plan awards: John Lai has a warrant for 750,000 common shares. See Item 13.



STOCK
OPTIONS/SAR GRANTS. No grants of stock options or stock appreciation rights were made during the fiscal year ended March 31,
2018.



LONG-TERM
INCENTIVE PLANS.



There
are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.
We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to
our directors or executive officers.



ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS



The
following table sets forth certain information regarding the beneficial ownership of our common stock as of March 31, 2018 by
each person or entity known by us to be the beneficial owner of more than 5% of the outstanding shares of common stock, each of
our directors and named executive officers, and all of our directors and executive officers as a group.





33









|Title
    of Class |  | Name
                                         and Address of Beneficial Owner
                                                                    Officers
                                         and Directors |  | Amount
    and Nature of Beneficial Owner        |  | Percent
    of Class (1) |      
|------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------ |  | ------------------------ | -----
|Common
    Stock   |  | Wesley
    C. Hayne                                                                                                                                                                                               |  | 1,410,000
    shares, CEO and Director           |  |                          | 7.58 
|                   |  |                                                                                                                                                                                                                   |  |                                                  |  |                          |      
|Common
    Stock   |  | John
    Lai                                                                                                                                                                                                      |  | 2,170,716
    shares, (2) President and Director |  |                          | 11.67
|                   |  |                                                                                                                                                                                                                   |  |                                                  |  |                          |      
|Common
    Stock   |  | John
    F. Dolan                                                                                                                                                                                                 |  | 1,787,737
    shares Director                    |  |                          | 9.61 
|                   |  |                                                                                                                                                                                                                   |  |                                                  |  |                          |      
|Common
    Stock   |  | David
    B. Masters                                                                                                                                                                                              |  | 4,911,766
    shares Director                    |  |                          | 26.41
|                   |  |                                                                                                                                                                                                                   |  |                                                  |  |                          |      
|Common
    Stock   |  | Randall
    A. Meyer                                                                                                                                                                                              |  | 1,721,763
    shares Director                    |  |                          | 9.26 
|                   |  |                                                                                                                                                                                                                   |  |                                                  |  |                          |      
|Common
    Stock   |  | David
    E. Merrill                                                                                                                                                                                              |  | 70,000
    shares (3) Director                   |  |                          | .38  
|                   |  |                                                                                                                                                                                                                   |  |                                                  |  |                          |      
|Common
    Stock   |  | Peter
    Vezmar                                                                                                                                                                                                  |  | 40,000
    shares (4) Director                   |  |                          | .22  
|                   |  |                                                                                                                                                                                                                   |  |                                                  |  |                          |      
|Common
    Stock   |  | David
    Deming                                                                                                                                                                                                  |  | 40,000
    shares (5) Director                   |  |                          | .22  
|                   |  |                                                                                                                                                                                                                   |  |                                                  |  |                          |      
|Common
    Stock   |  | All
    directors and named executive officers as a group (8 persons)                                                                                                                                             |  | 12,151,982
    shares                            |  |                          | 65.33





|(1) | Percentage
    of beneficial ownership of our common stock is based on 18,279,075 shares of common stock outstanding as of March 31, 2018
    and 322,500 warrants that are exercisable or will become exercisable within 60 days of the date of the table that are deemed
    beneficially owned by their holders.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Includes
    1,983,216 shares owned by him and 187,500 shares vested pursuant to stock warrants.                                                                                                                                                                                                                   
|(3) | Includes
    30,000 shares owned by him and 40,000 shares vested pursuant to stock warrants.                                                                                                                                                                                                                       
|(4) | Represents
    40,000 shares vested pursuant to stock warrants.                                                                                                                                                                                                                                                    
|(5) | Represents
    40,000 shares vested pursuant to stock warrants.                                                                                                                                                                                                                                                    



Beneficial
ownership is determined in accordance with the rules of the Securities and Exchange Commission which provide that shares of our
common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become
exercisable within 60 days of the date of the table are deemed beneficially owned by their holders. Subject to community property
laws, where applicable, the persons or entities named in the table above have sole voting and investment power with respect to
all shares of our common stock indicated as beneficially owned by them.



ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE



In
April 2017 we completed our merger with Gel-Del Technologies, Inc. (“Gel-Del”) resulting in our acquiring Gel-Del
as a wholly-owned subsidiary for 5,450,000 shares of our common stock issued pro rata to Gel-Del shareholders. Based on their
pre-merger ownership of Gel-Del common stock, three of our directors received a total of 3,820,688 of our common shares from this
merger, including 2,947,550 shares issued to David Masters, 449,061 shares issued to John Dolan, and 424,077 shares issued to
Randall Meyer.



In
June 2017, we granted John Lai, a director and our current President/CFO, a warrant to purchase 750,000 shares of our common stock
vesting quarterly over a two-year period, and each quarterly vested portion is exercisable at $.30 per share for a three-year
term from their respective vesting dates.



In
May 2018, our Board of Directors approved and we issued John Lai 803,385 shares of our common stock, including 324,723 to replace
shares he had surrendered to a lender in 2016 to obtain past significant financing, and 478,662 shares to restore escrowed shares
subject to an escrowed agreement, provided that Mr. Lai still satisfies certain financing terms contained in the escrow agreement.



In
July 2017 we entered into an employment agreement with Wesley Hayne, a director and our Chief Executive Officer, and incident
thereto we issued 200,000 shares of our common stock to Mr. Hayne. Concurrent with this transaction, John Lai transferred 1,250,000
common shares of his personal ownership of our common stock to Mr. Hayne as an inducement for Mr. Hayne to serve as our Chief
Executive Officer. All 1,250,000 shares were escrowed to be received by Mr. Hayne ratably during his two-year employment service.
The material terms of Mr. Hayne’s employment are set forth in his employment agreement filed as Exhibit 10.21 hereto. Prior
to being employed as our Chief Executive Officer, Mr. Hayne served as our Chief Revenue Officer and received 160,000 shares of
our common stock incident to assuming that position in March 2017.





34









During
September-November 2017, we granted warrants with five-year terms to our three independent directors to purchase a total of 300,000
shares of common stock vesting quarterly over a two-year-period, including 100,000 shares apiece for David Deming and Peter Vezmar
exercisable at $.35 per share and 100,000 shares for David Merrill exercisable at $1.00 per share.



In
April 2017 we issued an aggregate of 1,868,220 shares of our common stock to four current directors to satisfy certain unpaid
executive compensation in the total amount of $124,548 due to them for past services as executive officers of the Company, including
461,250 shares issued to David Masters, 449,692 shares issued to John Lai, 496,028 shares issued to John Dolan, and 461,250 shares
issued to Randall Meyer.



Our
notes payable as of March 31, 2018 contain a total of $193,099 of notes payable and accrued interest owed to three directors related
to their past service as executive officers of the Company.



Director
Independence



Three
of our directors are deemed independent, who are Messrs. Vezmar, Deming and Merrill.



ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES



Audit
Fees



The
aggregate fees billed for the fiscal years ended March 31, 2018 and 2017 for professional services rendered by the principal accountant
for the audit of our annual financial statements included in our Form 10-K and review of our quarterly unaudited financial statements
or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for
those fiscal years were $28,000 in each year.



Audit-Related
Fees



For
the fiscal years ended March 31, 2018 and 2017, there were no fees billed for services reasonably related to the performance of
the audit or review of the financial statements outside of those fees disclosed above under “Audit Fees.”



Tax
Fees



For
the fiscal years ended March 31, 2018 and 2017, there were no fees billed for services for tax compliance, tax advice, and tax
planning work by our principal accountants.



All
Other Fees



None.



Pre-Approval
Policies and Procedures



Prior
to engaging our accountants to perform a particular service, our Board of Directors obtains an estimate for the service to be
performed. All of the services described above were approved by the Board of Directors in accordance with its procedures.





35









PART
IV



ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES



|(a) | Financial
    Statements.
|--- | -------------------------



Included
in Item 8



|(b) | Exhibits
    required by Item 601.
|--- | ----------------------------------



|Exhibit
                                                                                No. |  | Description                                                                                                                                                                                                                                                                                 
|------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                            |  |                                                                                                                                                                                                                                                                                             
|3.1                                                                                         |  | Articles
    of Incorporation, incorporated by reference to Exhibit 3.1 of our Registration Statement on Form S-1 filed on April 18, 2011                                                                                                                                                   
|3.2                                                                                         |  | Certificate
    of Amendment to Articles of Incorporation, incorporated by reference to Exhibit 3.1 of our Registration Statement on Form
    S-1 filed on April 18, 2011                                                                                                                   
|3.3                                                                                         |  | Certificate
    of Amendment to Articles of Incorporation incorporated by reference to Exhibit 3.1 of Current Report on Form 8-K filed on
    March 10, 2014                                                                                                                                
|3.4                                                                                         |  | Certificate
    of Amendment to Articles of Incorporation incorporated by reference to Exhibit 3.1 of Current Report on Form 8-K filed on
    April 7, 2014.                                                                                                                                
|3.3                                                                                         |  | Bylaws,
    incorporated by reference to Exhibit 3.1 of our Registration Statement on Form S-1 filed on April 18, 2011                                                                                                                                                                      
|10.1                                                                                        |  | Letter
    of Intent between Technologies Scan Corp. and 6285431 Canada Inc. dated September 5, 2012 incorporated by reference to Exhibit
    10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 11, 2012.                               
|10.2                                                                                        |  | Rescission
    Agreement between Technologies Scan Corp. and 6285431 Canada Inc. dated April 12, 2013 incorporated by reference to Exhibit
    10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 18, 2013.                                  
|10.3                                                                                        |  | Letter
    of Intent between Technologies Scan Corp. and Social Geek Media Inc. dated April 6, 2013 incorporated by reference to Exhibit
    10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2013.                                       
|10.4                                                                                        |  | Memorandum
    of Amendment between Technologies Scan Corp. and Social Geek Media Inc. dated May 17, 2013 incorporated by reference to Exhibit
    10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 21, 2013.                                
|10.5                                                                                        |  | 12%
    Convertible Debenture of $100,000 between Technologies Scan Corp. and 6287182 Canada Inc. incorporated by reference to Exhibit
    10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 16, 2013.                                     
|10.6                                                                                        |  | 12%
    Convertible Debenture of $100,000 between Technologies Scan Corp. and Brevets Futek MSM Ltee. incorporated by reference to
    Exhibit 10.2 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 16, 2013.                                 
|10.7                                                                                        |  | Rescission
    Agreement dated November 9, 2013 among Social Geek Meda Inc., Patrick Aube and Technologies Scan Corp. incorporated by reference
    to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 13, 2013                
|10.8                                                                                        |  | Letter
    of Intent dated December 16, 2013 between FedTech Services Inc. and Technologies Scan Corp. incorporated by reference to Exhibit
    10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 19, 2013                               
|10.9                                                                                        |  | Term
    Sheet between Technologies Scan Corp. and PetVivo Inc. dated February 10, 2014 incorporated by reference to Exhibit 10.1 of
    the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 13, 2014.                                             
|10.10                                                                                       |  | Settlement
    Agreement dated February 2, 2014 between Technologies Scan Corp. and Ghislaine St.-Hilaire incorporated by reference to Exhibit
    10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 24, 2014.                           
|10.11                                                                                       |  | Securities
    Exchange Agreement among Technologies Scan Corp., PetVivo Inc. and shareholders of PetVivo Inc. dated March 21, 2014 incorporated
    by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on March
    13, 2014.
|10.12                                                                                       |  | Convertible
    Promissory Note dated March 17, 2014 between Technologies Scan Corp. and 9165-5643 Quebec 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 21, 2014.                          





36









|10.13   |  | Convertible
    Promissory Note dated March 17, 2014 between Technologies Scan Corp. and Elden Brochu incorporated by reference to Exhibit
    10.2 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 21, 2014.                                              
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.14   |  | Convertible
    Promissory Note dated March 17, 2014 between Technologies Scan Corp. and Gina Drouin incorporated by reference to Exhibit
    10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 21, 2014.                                               
|10.15   |  | Convertible
    Promissory Note dated March 17, 2014 between Technologies Scan Corp. and Christian Fontaine incorporated by reference to Exhibit
    10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 21, 2014                                         
|10.16   |  | Convertible
    Promissory Note dated March 17, 2014 between Technologies Scan Corp. and Ferme Semen 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 21, 2014                                           
|10.17   |  | Term
    Sheet dated June 2, 2014 between Technologies Scan Corp. 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 June 2, 2014.                                                      
|10.18   |  | Terminated
    Stock Purchase Agreement dated November 21, 2014 between PetVivo Holdings 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 November
    21, 2014.                 
|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   |  | Securities
    Purchase Agreement dated February 11, 2015 between PetVivo Holdings Inc. and Gemini Master Fund Ltd. incorporated by reference
    to Exhibit 10.20 of the Current Report on Form 10-Q filed with the Securities and Exchange Commission on September 18, 2017.                          
|10.21   |  | Wesley
    Hayne Employment Agreement*                                                                                                                                                                                                                                                                  
|16.1    |  | Letter
    from KBL LLP dated May 24, 2013 incorporated by reference to Exhibit 16.1 of the Current Report on Form 8-K filed with the
    Securities and Exchange Commission on May 28, 2013.                                                                                                           
|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.







37









SIGNATURES



Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.



|                      | PetVivo
    Holdings, Inc.,a Nevada corporation
|--------------------- | -----------------------------------------------
|                      |                                                
|December
    10, 2018 | By:                                            
|                      |                                                
|                      | Its:                                           
|                      |                                                
|December
    10, 2018 | By:                                            
|                      |                                                
|                      | Its:                                           
|                      |                                                





Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated. The following persons represent a majority of the Board of
Directors of the Registrant as of March 31, 2018.







|By: | /s/
    John Lai                                |  | December
    10, 2018
|--- | ----------------------------------------------- |  | ---------------------
|    | John Lai                                        |  |                      
|    | President andDirector                           |  |                      
|    | (Principal Financial
    and Executive Officer) |  |                      





| | /s/
    John Dolan |  | December
    10, 2018
| | ------------------ |  | ---------------------
| | John
    Dolan     |  |                      
| | Director           |  |                      



| | /s/
    David Merrill |  | December
    10, 2018
| | --------------------- |  | ---------------------
| | David
    Merrill     |  |                      
| | Director              |  |                      



| | /s/
    Peter Vezmar |  | December
    10, 2018
| | -------------------- |  | ---------------------
| | Peter
    Vezmar     |  |                      
| | Director             |  |                      



| | /s/
    David Deming |  | December
    10, 2018
| | -------------------- |  | ---------------------
| | David
    Deming     |  |                      
| | Director             |  |                      





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