{"url_path":"/sec/petv/10-k/2026/item-17","section_key":"item-17","section_title":"Item 17 **","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/1512922/0001493152-26-031136-index.html","accession_number":"0001493152-26-031136","cik":"0001512922","ticker":"PETV","issuer_name":"PetVivo Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1512922/0001493152-26-031136-index.html","primary_entity_key":"0001512922","primary_entity_name":"PetVivo Holdings, Inc."},"word_count":14985,"has_tables":true,"body_markdown":"**ITEM\n17.**\n\n** **\n\n**SIGNATURES**\n\n** **\n\nPursuant\nto the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to\nbe signed on its behalf by the undersigned, thereunto duly authorized.\n\n \n\n \n\n**PetVivo\nHoldings, Inc.,**\n\na\nNevada corporation\n\n \n \n \n\nJune 29, 2026\nBy:\n\n*/s/\nJohn Lai*\n\n \n \nJohn\nLai\n\n \nIts:\n\nCEO,\nPresident and Director\n\n(Principal\nExecutive Officer)\n\n \n \n \n\nJune 29, 2026\nBy:\n\n*/s/\nGarry Lowenthal*\n\n \n \nGarry\nLowenthal\n\n \nIts:\n\nChief\nFinancial Officer\n\n(Principal\nFinancial and Accounting Officer)\n\n \n\nPursuant\nto the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the\nRegistrant and in the capacities and on the dates indicated.\n\n \n\n*/s/\nJohn Lai*\n \nJune 29, 2026\n\nJohn\nLai\n \n \n\nCEO,\nPresident, and Director\n \n \n\n(Principal\nExecutive Officer)\n \n \n\n \n\n*/s/\nGarry Lowenthal*\n* *\nJune 29, 2026\n\nGarry\nLowenthal\n \n \n\nChief\nFinancial Officer\n \n \n\n \n\n*/s/\nDiane Levitan*\n* *\nJune 29, 2026\n\nDiane\nLevitan\n \n \n\nDirector\n \n \n\n \n\n*/s/\nRobert Costantino*\n* *\nJune 29, 2026\n\nRobert\nCostantino\n \n \n\nDirector\n \n \n\n \n\n*/s/\nJoseph Jasper*\n \nJune 29, 2026\n\nJoseph\nJasper\n \n \n\nDirector\n \n \n\n \n\n*/s/\nRobert Rudelius*\n \nJune 29, 2026\n\nRobert\nRudelius\n \n \n\nDirector\n \n \n\n \n\n*/s/\nJoshua Ruben*\n \nJune 29, 2026\n\nJoshua\nRuben\n \n \n\nDirector\n \n \n\n \n\n48\n\n \n\n \n\n**PETVIVO\nHOLDINGS, INC.**\n\n**INDEX\nTO FINANCIAL STATEMENTS**\n\n** **\n\n**Audited\nFinancial Statements for the Years Ended March 31, 2026 and 2025**\n\n \n\n[Report of Independent Registered Public Accounting Firm – Stephano Slack LLC](#f_001) PCAOB ID 03523\nF-2\n\n[Consolidated Balance Sheets, as of March 31, 2026 and 2025](#f_002)\nF-3\n\n[Consolidated Statements of Operations for the Years Ended March 31, 2026 and 2025](#f_003)\nF-4\n\n[Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended March 31, 2026 and 2025](#f_004)\nF-5\n\n[Consolidated Statements of Cash Flows for the Years Ended March 31, 2026 and 2025](#f_005)\nF-6\n\n[Notes to Consolidated Financial Statements](#f_006)\nF-7\n\n \n\nF-1\n\n \n\n \n\n**Report\nof Independent Registered Public Accounting Firm**\n\n** **\n\nTo\nthe Board of Directors and\n\nStockholders\nof PetVivo Holdings, Inc.\n\n \n\n**Opinion\non the Financial Statements**\n\n** **\n\nWe have audited the accompanying consolidated balance sheets of Petvivo Holdings, Inc. and its Subsidiaries (the Company) as of March 31, 2026 and 2025, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each of the two years in the period ended March 31, 2026, and the related consolidated notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2026 and 2025 and the results of its operations and its cash flows for each of the two years in the period ended March 31, 2026, in conformity with accounting principles generally accepted in the United States of America.\n\n \n\n**Substantial\nDoubt About its Ability to Continue as a Going Concern**\n\n** **\n\nThe\naccompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As\ndiscussed in Note 12 to the consolidated financial statements, for the year ended March 31, 2026 the Company has a net loss of\n$10,473,672 and net cash used in operating activities of $6,107,286 and has an accumulated deficit of $102,075,765 on March 31, 2026\nwhich raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters\nare also described in Note 12. The consolidated financial statements do not include any adjustments that might result from the\noutcome of this uncertainty.\n\n \n\n**Basis\nfor Opinion**\n\n \n\nThese consolidated financial statements are the responsibility\nof the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements\nbased on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)\nand are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable\nrules and regulations of the Securities and Exchange Commission and the PCAOB.\n\n \n\nWe conducted our audits in accordance with the standards\nof the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated\nfinancial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we\nengaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding\nof internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s\ninternal control over financial reporting. Accordingly, we express no such opinion.\n\n \n\nOur audits included performing procedures to assess\nthe risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures\nthat respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the\nconsolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by\nmanagement, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide\na reasonable basis for our opinion.\n\n** ** \n\n/s/\nStephano Slack LLC (PCAOB ID # 003523)\n\n \n\nWe\nhave served as the Company’s auditor since 2025.\n\n \n\nWayne,\nPennsylvania\n\nJune 29, 2026\n\n \n\nF-2\n\n \n\n \n\n**PETVIVO\nHOLDINGS, INC.**\n\n**CONSOLIDATED\nBALANCE SHEETS**\n\n \n\n  \nMarch 31, 2026  \nMarch 31, 2025 \n\nAssets: \n    \n   \n\nCurrent Assets \n    \n   \n\nCash \n$200,782  \n$227,689 \n\nAccounts receivable, net of allowance for credit losses \n 100,843  \n 60,573 \n\nSubscriptions receivable \n 600,000  \n 4,400,000 \n\nInventory, net of allowances (Note 2) \n 538,366  \n 323,504 \n\nInvestments \n 150,000  \n 150,000 \n\nPrepaid expenses and other current assets (Note 3) \n 269,930  \n 447,801 \n\nTotal Current Assets \n 1,859,921  \n 5,609,567 \n\n  \n    \n   \n\nProperty and Equipment, net (Note 4) \n 448,881  \n 766,874 \n\n  \n    \n   \n\nOther Assets: \n    \n   \n\nOperating lease right-of-use \n 54,711  \n 961,539 \n\nPatents and trademarks, net (Note 5) \n 20,509  \n 23,725 \n\nLicensing Agreements, net (Note 6) \n 1,179,889  \n 1,950,000 \n\nSecurity deposit \n 12,830  \n 27,490 \n\nTotal Other Assets \n 1,267,939  \n 2,962,754 \n\nTotal Assets \n$3,576,741  \n$9,339,195 \n\n  \n    \n   \n\nLiabilities and Stockholders’ Equity: \n    \n   \n\n  \n    \n   \n\nCurrent Liabilities \n    \n   \n\nAccounts payable \n$547,421  \n$821,081 \n\nAccrued expenses (Note 7) \n 453,713  \n 948,554 \n\nOperating lease liability – current portion \n 54,711  \n 163,834 \n\nNotes payable and accrued interest-current portion (Note 8) \n 321,447  \n 312,865 \n\nConvertible notes payable and accrued interest, net of debt discount of $0 and $149,644 (Note 9) \n -  \n 1,622,377 \n\nDerivative liabilities \n -  \n 448,089 \n\nTotal Current Liabilities \n 1,377,292  \n 4,316,800 \n\nOther Liabilities \n    \n   \n\nOperating lease liabilities (net of current portion) \n -  \n 797,705 \n\nNotes payable and accrued interest (net of current portion) (Note 8) \n -  \n 5,442 \n\nTotal Other Liabilities \n -  \n 803,147 \n\nTotal Liabilities \n 1,377,292  \n 5,119,947 \n\n  \n    \n   \n\nCommitments and Contingencies (see Note 11) \n -  \n   \n\n  \n    \n   \n\nStockholders’ Equity: (Note 13) \n    \n   \n\nPreferred stock, par value $0.001 per share, 20,000,000 shares authorized: \n    \n   \n\nSeries A Preferred stock: 0\nand 3,045,000\nshares issued and outstanding at March 31, 2026 and 2025 \n -  \n 3,045 \n\nSeries B Preferred stock: 5,000,000 shares issued and outstanding at March 31, 2026 and 2025 \n 5,000  \n 5,000 \n\nPreferred stock \n 5,000  \n 5,000 \n\n  \n    \n   \n\nCommon stock, par value $0.001 per share, 250,000,000 shares authorized, 35,849,919 and 24,181,537 shares issued and outstanding at March 31, 2026 and 2025 \n 35,850  \n 24,182 \n\nCommon stock to be issued \n 649,750  \n - \n\nAdditional Paid-In Capital \n 103,584,614  \n 95,385,511 \n\nAccumulated Deficit \n (102,075,765) \n (91,198,490)\n\nTotal Stockholders’ Equity \n 2,199,449  \n 4,219,248 \n\nTotal Liabilities and Stockholders’ Equity \n$3,576,741  \n$9,339,195 \n\n \n\n*The\naccompanying notes are an integral part of these consolidated financial statements.*\n\n \n\nF-3\n\n \n\n* *\n\n**PETVIVO\nHOLDINGS, INC.**\n\n**CONSOLIDATED\nSTATEMENTS OF OPERATIONS**\n\n \n\n  \n2026  \n2025 \n\n  \nYear Ended March 31, \n\n  \n2026  \n2025 \n\nRevenues \n$1,141,607  \n$1,132,533 \n\n  \n    \n   \n\nCost of Sales \n 386,856  \n 137,677 \n\nGross Profit \n 754,751  \n 994,856 \n\n  \n    \n   \n\nOperating Expenses: \n    \n   \n\n  \n    \n   \n\nSales and Marketing \n 3,069,104  \n 2,644,095 \n\nResearch and Development \n 1,415,032  \n 1,583,250 \n\nGeneral and Administrative \n 4,333,577  \n 4,823,230 \n\nImpairment Expense \n 1,000,000  \n - \n\n  \n    \n   \n\nTotal Operating Expenses \n 9,817,713  \n 9,050,575 \n\n  \n    \n   \n\nOperating Loss \n (9,062,962) \n (8,055,720)\n\n  \n    \n   \n\nOther Income (Expense) \n    \n   \n\nLoss on Disposal of Assets \n (149,125) \n - \n\nGain on Extinguishment of debt \n -  \n 66,076 \n\nUnrealized Loss on Change in Derivative Liabilities \n (320,404) \n (106,513)\n\nOther Income \n 111,517  \n 56,399 \n\nInterest Income \n 13,099  \n - \n\nInterest Expense \n (1,065,797) \n (359,408)\n\nTotal Other Income (Expense) \n (1,410,710) \n (343,446)\n\n  \n    \n   \n\nLoss before taxes \n (10,473,672) \n (8,399,166)\n\n  \n    \n   \n\nIncome Tax Provision \n -  \n - \n\n  \n    \n   \n\nNet Loss \n (10,473,672) \n (8,399,166)\n\nLess: Series B Preferred Stock Dividends \n (403,603) \n - \n\nNet Loss Available to Common Stockholders \n$(10,877,275) \n$(8,399,166)\n\n  \n    \n   \n\nNet Loss Per Share: \n    \n   \n\nBasic and Diluted \n$(0.38) \n$(0.41)\n\n  \n    \n   \n\nWeighted Average Common Shares Outstanding: \n    \n   \n\nBasic and Diluted \n 30,154,631  \n 20,491,422 \n\n \n\n*The\naccompanying notes are an integral part of these consolidated financial statements.*\n\n \n\nF-4\n\n \n\n \n\n**PETVIVO\nHOLDINGS, INC.**\n\n**CONSOLIDATED\nSTATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY**\n\n \n\n**For\nthe Years Ended March 31, 2026 and 2025**\n\n** **\n\n  \nShares  \nAmount  \nShares  \nAmount  \nCapital  \nAmount  \nCapital  \nIssued  \nDeficit  \nTotal \n\n  \nCommon Stock  \n\nSeries A\n\nPreferred Stock\n  \n\nSeries B\n\nPreferred Stock\n  \n\n**Additional**\n\n**Paid-in**\n  \n\nCommon Stock\n\nTo Be\n  \nAccumulated  \n  \n\n  \nShares  \nAmount  \nShares  \nAmount  \nCapital  \nAmount  \nCapital  \nIssued  \nDeficit  \nTotal \n\nBalance at March 31, 2025 \n 24,181,537  \n$24,182  \n 3,045,000  \n$3,045  \n 5,000,000  \n$5,000  \n$95,385,511  \n$-  \n$(91,198,490) \n$4,219,248 \n\nSale of Common stock and warrants \n 843,750  \n 844  \n -  \n -  \n -  \n -  \n 674,156  \n    \n -  \n 675,000 \n\nCommon stock to be issued \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 600,000  \n -  \n 600,000 \n\nCommon stock issued for services \n 203,404  \n 203  \n -  \n -  \n -  \n -  \n 192,473  \n    \n -  \n 192,676 \n\nCommon stock issued for conversion of Accounts Payable \n 8,000  \n 8  \n -  \n -  \n -  \n -  \n 5,992  \n    \n -  \n 6,000 \n\nCommon stock issued for exercise of warrants \n 940,000  \n 940  \n -  \n -  \n -  \n -  \n 850,810  \n    \n -  \n 851,750 \n\nCommon stock issued to employees and directors for compensation \n 1,530,435  \n 1,530  \n -  \n -  \n -  \n -  \n 1,367,247  \n 49,750  \n -  \n 1,418,527 \n\nConversion of Series A preferred to common stock \n 3,045,000  \n 3,045  \n (3,045,000) \n (3,045) \n -  \n -  \n -  \n    \n -  \n - \n\nDividends declared on Series B Preferred stock \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n    \n (403,603) \n (403,603)\n\nConversion of accrued dividends to common stock \n 252,830  \n 253  \n -  \n -  \n -  \n -  \n 278,350  \n    \n -  \n 278,603 \n\nCommon stock issued for licensing agreement \n 1,000,000  \n 1,000  \n -  \n -  \n -  \n -  \n 799,000  \n    \n -  \n 800,000 \n\nCommon stock issued for conversion of debt and accrued interest \n 3,669,806  \n 3,670  \n -  \n -  \n -  \n -  \n 2,014,484  \n    \n -  \n 2,018,154 \n\nBeneficial conversion feature \n -  \n -  \n -  \n -  \n -  \n -  \n 786,908  \n    \n -  \n 786,908 \n\nReclass of fair value of derivative liability \n -  \n -  \n -  \n -  \n -  \n -  \n 768,493  \n    \n -  \n 768,493 \n\nStock based compensation \n -  \n -  \n -  \n -  \n -  \n -  \n 461,365  \n    \n -  \n 461,365 \n\nVesting of restricted stock units \n 175,157  \n 175  \n -  \n -  \n -  \n -  \n (175) \n    \n -  \n - \n\nNet loss \n    \n    \n    \n    \n    \n    \n    \n    \n (10,473,672) \n (10,473,672)\n\nBalance at March 31, 2026 \n 35,849,919  \n$35,850  \n -  \n$-  \n 5,000,000  \n$5,000  \n$103,584,614  \n$649,750  \n$(102,075,765) \n$2,199,449 \n\n** **\n\n  \nShares  \nAmount  \nShares  \nAmount  \nShares  \nAmount  \nCapital  \nDeficit  \nTotal \n\n  \nCommon Stock  \n\nSeries A\n\nPreferred Stock\n  \n\nSeries B\n\nPreferred Stock\n  \n\n**Additional**\n\n**Paid-in**\n  \nAccumulated  \n  \n\n  \nShares  \nAmount  \nShares  \nAmount  \nShares  \nAmount  \nCapital  \nDeficit  \nTotal \n\nBalance at March 31, 2024 \n 17,058,620  \n$17,059  \n -  \n$-  \n -  \n -  \n$83,468,218  \n$(82,799,324) \n$685,953 \n\nSale of Common stock and warrants \n 3,060,588  \n 3,061  \n -  \n -  \n -  \n -  \n 2,047,039  \n -  \n 2,050,100 \n\nSale of Series A Preferred stock \n -  \n -  \n 3,045,000  \n$3,045  \n -  \n -  \n 1,214,955  \n -  \n 1,218,000 \n\nSale of Series B Preferred stock \n -  \n -  \n -  \n -  \n 5,000,000  \n$5,000  \n 4,995,000  \n -  \n 5,000,000 \n\nConversion of debt and interest to common stock \n 430,798  \n 431  \n -  \n -  \n -  \n -  \n 301,127  \n -  \n 301,558 \n\nCommon stock issued for services \n 1,120,000  \n 1,120  \n -  \n -  \n -  \n -  \n 573,171  \n -  \n 574,291 \n\nCommon stock issued Licensing Agreement \n 1,000,000  \n 1,000  \n -  \n -  \n -  \n -  \n 999,000  \n -  \n 1,000,000 \n\nCommon stock issued for investment \n 230,770  \n 231  \n -  \n -  \n -  \n -  \n 149,769  \n -  \n 150,000 \n\nCashless warrant exercise \n 2,316  \n 2  \n -  \n -  \n -  \n -  \n (2) \n -  \n - \n\nCancellation of stock awards \n (25,000) \n (25) \n -  \n -  \n -  \n -  \n (13,725) \n -  \n (13,750)\n\nCommon stock in lieu of compensation \n 725,436  \n 725  \n -  \n -  \n -  \n -  \n 372,525  \n -  \n 373,250 \n\nStock option buyout program \n 150,072  \n 150  \n -  \n -  \n -  \n -  \n 72,658  \n -  \n 72,808 \n\nWarrant derivative \n -  \n -  \n -  \n -  \n -  \n -  \n 98,684  \n    \n 98,684 \n\nStock based compensation \n    \n    \n -  \n -  \n -  \n -  \n 1,107,520  \n -  \n 1,107,520 \n\nVesting of restricted stock units \n 427,937  \n 428  \n -  \n -  \n -  \n -  \n (428) \n -  \n - \n\nNet loss \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n (8,399,166) \n (8,399,166)\n\nBalance at March 31, 2025 \n 24,181,537  \n$24,182  \n 3,045,000  \n$3,045  \n$5,000,000  \n$5,000  \n$95,385,511  \n$(91,198,490) \n$4,219,248 \n\n \n\n*The\naccompanying notes are an integral part of these consolidated financial statements.*\n\n \n\nF-5\n\n \n\n \n\n**PETVIVO\nHOLDINGS, INC.**\n\n**CONSOLIDATED\nSTATEMENTS OF CASH FLOWS**\n\n \n\n  \nMarch 31, 2026  \nMarch 31,2025 \n\n  \nFor the Year Ended \n\n  \nMarch 31, 2026  \nMarch 31,2025 \n\nCASH FLOWS FROM OPERATING ACTIVITIES \n    \n   \n\nNet Loss \n$(10,473,672) \n$(8,399,166)\n\nAdjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: \n    \n   \n\nStock-based compensation \n 1,879,890  \n 1,107,520 \n\nDepreciation and amortization \n 511,457  \n 174,590 \n\nAmortization of Right-of-Use Asset \n 31,439  \n 178,623 \n\nUnrealized loss on change in fair value of derivatives \n 320,404  \n 290,616 \n\nLoss on disposal of fixed assets \n 149,125  \n - \n\nLoss on impairment of licensing agreement \n 1,000,000  \n - \n\nLoss on write down of inventory \n 239,935  \n - \n\nAmortization of debt discount \n 936,552  \n 106,513 \n\nCommon stock issued for services \n 192,676  \n 574,291 \n\nStock issued in lieu of compensation, net of cancelled shares \n -  \n 359,500 \n\nCommon stock issued for stock option buyout program \n -  \n 72,808 \n\nGain on extinguishment of debt \n -  \n (66,075)\n\nLoss on sale of lease vehicles \n -  \n 1,018 \n\nChanges in Operating Assets and Liabilities \n    \n   \n\n(Increase) decrease in prepaid expenses and other assets \n 177,871  \n 97,710 \n\n(Increase) decrease in accounts receivable \n (45,144) \n (41,904)\n\n(Increase) decrease in inventory \n (454,797) \n 66,572\n\n(Decrease) increase in accounts payable and accrued expenses \n (649,027) \n 271,450 \n\nLease liabilities \n (31,439) \n (179,641)\n\nAccrued interest in notes payable \n 107,444  \n 63,622 \n\nNet Cash (Used In) Operating Activities \n (6,107,286) \n (5,321,953)\n\n  \n    \n   \n\nCASH FLOWS FROM INVESTING ACTIVITIES \n    \n   \n\nPurchase of property and equipment \n (7,734) \n (63,434)\n\nPayments received on disposal of equipment \n 4,874  \n - \n\nPayments made on licensing agreement \n -  \n (500,000)\n\nSecurity deposits \n 14,660  \n - \n\nNet Cash Provided by (Used In) Investing Activities \n 11,800  \n (563,434)\n\n  \n    \n   \n\nCASH FLOWS FROM FINANCING ACTIVITIES \n    \n   \n\nProceeds from the sale of common stock and warrants \n 675,000  \n 2,050,100 \n\nProceeds from exercise of warrants \n -  \n 1,818,000 \n\nProceeds from preferred stock subscription receivable \n \n4,400,000\n  \n - \n\nProceeds from the issuance of convertible debentures \n 160,000  \n 1,865,000 \n\nProceeds from the exercise of warrants \n 851,750  \n - \n\nProceeds from the issuance of notes payable \n 332,000  \n 300,000 \n\nRepayments of notes payable \n (350,171) \n (7,427)\n\nNet Cash Provided by Financing Activities \n 6,068,579  \n 6,025,673 \n\nNet increase (decrease) in Cash \n (26,907) \n 140,286)\n\nCash at Beginning of the Year \n 227,689  \n 87,403 \n\nCash at End of the Year \n$200,782  \n$227,689 \n\n  \n    \n   \n\nSUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: \n    \n   \n\nCash Paid During The Year For: \n    \n   \n\nInterest \n$21,801  \n$8,360 \n\nIncome Taxes \n$-  \n$- \n\nSUPPLEMENTAL DISCLOSURE ON NON-CASH FINANCING AND INVESTING ACTIVITIES \n    \n   \n\nDerecognition and decrease of operating lease right-of-use asset and lease liability \n$(890,979) \n$- \n\nCommon stock issued on conversion of convertible notes and accrued interest \n$2,018,154  \n$301,558 \n\n(Decrease) increase to operating lease right of use asset and operating lease liabilities \n$-  \n$(53,168)\n\nVesting of restricted stock units \n$175  \n$428 \n\nStock issued for conversion of accounts payable \n$6,000  \n$- \n\nDividends declared on Series B preferred stock \n$403,603  \n$- \n\nStock issued for conversion of accrued dividends \n$278,603  \n$- \n\nStock issued for licensing agreement \n$800,000  \n$1,000,000 \n\nStock issued for investment \n$-  \n$150,000 \n\n(Decrease) increase to accrued expenses for licensing agreement \n$(125,000) \n$500,000 \n\nWarrants issued as debt discount \n$-  \n$98,684 \n\nDerivative liabilities as debt discount \n$-  \n$341,576 \n\nStock to be issued for common stock subscription receivable \n$\n600,000\n  \n$- \n\nPreferred stock subscription \n$-  \n$4,400,000 \n\n* *\n\n*The\naccompanying notes are an integral part of these consolidated financial statements.*\n\n \n\nF-6\n\n \n\n** **\n\n**PetVivo\nHoldings, Inc.**\n\n**Notes\nto Consolidated Financial Statements**\n\n**March\n31, 2026 and 2025**\n\n \n\n**NOTE\n1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION**\n\n \n\n**(A)\nOrganization and Description**\n\n \n\nPetVivo\nHoldings, Inc. was incorporated in Nevada under its former name in 2009 and entered its current business in 2014 through a stock exchange\nreverse merger with PetVivo, Inc., a Minnesota corporation. This merger resulted in PetVivo, Inc. becoming a wholly owned subsidiary\nof PetVivo Holdings, Inc. In April 2017, PetVivo Holdings, Inc. acquired another Minnesota corporation, Gel-Del Technologies, Inc., through\na statutory merger, which is also a wholly-owned subsidiary of PetVivo Holdings, Inc. In April 2025, PetVivo Holdings, Inc. changed the\nname of its wholly-owned subsidiary PetVivo, Inc. to PetVivo Animal Health, Inc. to better reflect the industry in which PetVivo Holdings,\nInc. sells its products.\n\n \n\nThe\nCompany is in the business of licensing and commercializing our proprietary medical devices and biomaterials for the treatment and/or\nmanagement of afflictions and diseases in animals, initially for dogs and horses. The Company began commercialization of its lead product\nSpryng® with OsteoCushion® Technology, a veterinarian-administered, intraarticular injection for the management of lameness and\nother joint afflictions such as osteoarthritis in dogs and horses in September 2021. The Company has a pipeline of additional products\nfor the treatment of animals in various stages of development. A portfolio of nineteen patents protects the Company’s biomaterials,\nproducts, production processes and methods of use. In February 2025, The Company signed an exclusive licensing agreement with VetStem,\nInc. to market and sell their PrecisePRP™ (Platelet-Rich Plasma) product for both canine and equine. Revenues are expected in fiscal\nyear 2026. The Company’s operations are conducted from its headquarter facilities in suburban Minneapolis, Minnesota.\n\n \n\n**(B)\nBasis of Presentation**\n\n \n\nThe\naccompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United\nStates of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).\n\n \n\n**(C)\nPrinciples of Consolidation**\n\n \n\nThe\naccompanying consolidated financial statements include all the accounts of PetVivo Holdings, Inc., and its two wholly owned Minnesota\ncorporations, Gel-Del Technologies, Inc. and PetVivo Animal Health, Inc. (collectively, the “Company”). All intercompany\ntransactions have been eliminated upon consolidation.\n\n \n\nThe\nCompany is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2021 and has\nelected to comply with certain reduced public company reporting requirements.\n\n \n\n**(D)\nUse of Estimates**\n\n \n\nIn\npreparation of the consolidated financial statements in conformity with generally accepted accounting principles, management is required\nto make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets\nand liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ\nfrom those estimates. Significant estimates include allowance for credit losses, inventory obsolescence, estimated useful lives and potential\nimpairment of property and equipment and intangibles, estimate of fair value of share-based payments, distributor rebate payable, provision\nfor product returns, right of use lease assets and liabilities and valuation of deferred tax assets.\n\n \n\nF-7\n\n \n\n \n\n**(E)\nCash and Cash Equivalents**\n\n** **\n\nThe\nCompany considers all highly-liquid, temporary cash investments with original maturity of three months or less to be cash equivalents.\nThe Company had no cash equivalents at March 31, 2026 and 2025.\n\n** **\n\n**(F)\nConcentration Risk**\n\n \n\nThe\nCompany maintains its cash with various financial institutions, which at times may exceed federally insured limits. At March 31, 2026\nand 2025, the Company did not have cash balances in excess of the federally insured limits.\n\n \n\n**(G)\nAccounts Receivable**\n\n \n\nAccounts\nreceivable is carried at its contractual amounts, less an estimated allowance for credit losses. Management estimates the credit losses\nusing a loss-rate approach based on historical loss information, adjusted for management’s expectations about current and future\neconomic conditions, as the basis to determine expected credit losses. Management exercises significant judgment in determining expected\ncredit losses. Key inputs include macroeconomic factors, industry trends, the creditworthiness of counterparties, historical experience,\nthe financial conditions of the customers, and the amount and age of past due accounts. Management believes that the composition of receivables\nis consistent with historical conditions as credit terms and practices and the client base has not changed significantly. Receivables\nare considered past due if full payment is not received by the contractual due date. Past due accounts are generally written off against\nthe allowance for credit losses only after all collection attempts have been exhausted. As of March 31, 2026 and 2025, the Company had\nnot recorded an allowance for credit losses, as management determined that no reserve was necessary based on its assessment of the collectability\nof outstanding balances and the credit quality of its customers.\n\n \n\n**(H)\nInventory**\n\n \n\nInventory\nis stated at the lower of cost and net realizable value. Cost is determined using the first-in, first-out (FIFO) method. Inventory consists primarily\nof finished goods.\n\n \n\nThe\nCompany evaluates inventory for excess, and obsolescence based on factors such as current inventory levels, estimated product life\ncycles, historical and forecasted customer demand, and input from the product development team. When necessary, a reserve is\nrecorded to reduce the carrying value of inventory to its estimated net realizable value. These estimates and assumptions are\nreviewed at least annually and updated as needed based on the Company’s business plans and market conditions. The Company\nrecorded an inventory reserve of $239,935\nand $0\nas of March 31, 2026 and 2025, respectively. The inventory reserve is due to a re-negotiation of the VetStem licensing agreement whereby the PrecisePRP product\nhas not been selling as originally expected. Therefore, management decided to sell the PrecisePRP product line at a discount, as to reduce\nthe inventory levels, resulting in the Company recording an inventory reserve of $239,935.\n\n \n\n**(I)\nProperty & Equipment**\n\n \n\nProperty\nand equipment are recorded at cost. Expenditures for major additions and improvements are capitalized. Maintenance and repairs are charged\nto operations as incurred. Depreciation is computed by the straight-line method (after considering their respective estimated residual\nvalues) over the assets estimated useful life of 3\nto 5\nyears for production and computer equipment and furniture.\nLeasehold improvements are depreciated using the straight-line method over the shorter of the estimated useful lives of the improvements\nor the remaining lease term (including renewal periods that are reasonably certain to be exercised).\n\n \n\n**(J)\nPatents and Trademarks**\n\n \n\nThe\nCompany capitalizes direct costs for the maintenance and advancement of their patents and trademarks and amortizes these costs over\nthe lesser of the useful life of 60\nmonths or the legal life of the patent. The Company evaluates the recoverability of intangible assets periodically by considering\nevents or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired. The Company\nhas chosen to amortize over a sixty (60) month period, as the patent assets are expected to generate economic benefits for only five (5) years.\n\n \n\n**(K)\nLoss Per Share**\n\n \n\nThe Company calculates earnings (loss) per share (“EPS”) in accordance with FASB ASC 260, Earnings Per\nShare. Basic EPS is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares\noutstanding during the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts\nto issue common stock were exercised or converted into common stock. For the years ended March 31, 2026 and 2025, the Company reported\na net loss; therefore, diluted EPS is calculated the same as basic EPS, as the inclusion of all potentially dilutive securities would\nbe anti-dilutive.\n\n \n\nThe following securities were excluded from the calculation of diluted loss per share because their effect would\nhave been anti-dilutive:\n\n \n\n·Options and warrants: 16,035,035 shares (2026); 14,668,813 shares (2025)\n\n·Unvested RSUs: 0 shares (2026); 205,314 shares (2025)\n\n \n\nF-8\n\n \n\n \n\n**(L)\nRevenue Recognition**\n\n \n\nThe\nCompany recognizes revenue in accordance with FASB ASC 606 “Revenue from Contracts with Customers.”\n\n \n\nThe\nCompany derives revenue from the sale of its pet care products directly to its veterinarian customers in the United States. The Company\nrecognizes revenue when performance obligations under the terms of a contract with the veterinarian customer are satisfied. Product sales\noccur once control or title is transferred based on the commercial terms. Revenue is recognized upon delivery to the customer, which\nis when control of these products is transferred and in an amount that reflects the consideration the Company expects to receive for\nthese products. Shipping costs charged to customers are reported as an offset to the respective shipping costs. The Company does not\nhave any significant financing components as payment is received at or shortly after the point of sale.\n\n \n\nThe Company entered into a Distribution Services Agreement\n(the “Agreement”) with MWI Veterinary Supply Co. (the “Distributor”) on June 17, 2022. Contracts with the Distributor\nare evidenced by individual executed purchase orders subject to the terms of the Agreement. The contracts consist of a single performance\nobligation related to the sale of our pet care products. Product sales occur once control or title is transferred based on the commercial\nterms in the Agreement. Revenue is recognized upon delivery to the Distributor; payment is due within 60 days. The Agreement provides\nfor a distribution fee payable to the Distributor equal to 5% of gross monthly sales payable in 45 days; the distribution fee is netted\nagainst revenue. The Agreement provides for a rebate payable to the Distributor based on annual sales volume that is retroactively applied.\nThe rebate is estimated under the expected value method and is netted against revenue. Sales are subject to various right of return provisions;\nthe Company uses an expected value method to estimate returns and has determined that any returns would be immaterial as of March 31,\n2026 and 2025. As a result, there is no return liability recorded. Shipping and handling costs are a fulfillment activity and are reported\nas cost of sales. In March 2025, the Company mutually terminated its non-exclusive distribution agreement with MWI. Therefore, we have\nno distribution fees, no rebates and no right of return provisions. As a result, the Company no longer has any distribution fees, rebates\nor return liabilities recorded during our fiscal year ending March 31, 2026.\n\n \n\nFor\nthe years ended March 31, 2026 and 2025, the Company recognized revenue from product sales under the Agreement of $0 and $430,818, respectively.\nThis represents 0% and 38% of total revenues for the years ended March 31, 2026 and 2025, respectively.\n\n \n\nAssets\nand liabilities (included in accrued expenses) under the Agreement were as follows:\n\n SCHEDULE OF RECOGNIZED REVENUE ASSETS AND LIABILITIES\n\n  \n\n**March\n31, 2026**\n  \nMarch 31, 2025 \n\nAccounts receivable \n$-  \n$- \n\nRebate liability \n 57,264  \n 57,264 \n\nDistribution fee payable \n 2,299  \n 2,299 \n\n \n\n \n\nWe currently don’t have any distributor agreements in place, as of\nMarch 31, 2026. Product sales for all domestic shipments into the United States occur once control or title is transferred based on the\ncommercial terms purchase orders. Revenue is recognized upon delivery to the Distributor in the United States, with international shipments,\nfreight terms are FOB our warehouses, as ownership transfers for these international shipments when our product is picked up; payment\nis due within 30 days for domestic orders and payment-in-advance for international distributors.\n\n \n\nFrom time-to-time, we honor returns for short-dated inventory (close to\nexpiration). Inasmuch, sales periodically are subject to returns; the Company uses an expected value method to estimate returns and has\ndetermined that any returns would be immaterial as of March 31, 2026 and 2025. As a result, there is no return liability recorded. Shipping\nand handling costs are a fulfillment activity and are reported as cost of sales.\n\n \n\nFor\nthe years ended March 31, 2026 and 2025, the Company recognized revenue from product sales to Covetrus of $0 and $44,015, respectively.\nThis represents 0% and 4% of total revenues for the years ended March 31, 2026 and 2025, respectively. There were no accounts receivable\nfrom Covetrus at March 31, 2026 and 2025. As of February 28, 2025, the Company no longer has a distribution agreement in place with Covetrus, whereby the Company\nno longer has any distribution fees, rebates or return liabilities recorded for the fiscal year ending March 31, 2026.\n\n \n\nF-9\n\n \n\n \n\nIn\nDecember 2024, the Company entered into new wholesale distribution partnerships with Vedco, Inc. (“Vedco”) and Clipper\nDistributing, LLC (“Clipper”). A distribution service agreement was not signed with either distribution partner.\nContracts with both distribution partners are evidenced by individual executed purchase orders. The purchase orders consist of a\nsingle performance obligation related to the sale of our pet care products. Product sales occur once control or title is transferred\nbased on the terms in the purchase order. Revenue is recognized upon delivery to the Distributor for domestic shipments, and for international shipments, ownership transfers at the point of freight pickup from\nour warehouse, at which time we recognize the revenue for these international customers; payment is due within 30 days.\nNeither distribution partnership provides for a distribution fee payable or a rebate payable.\n\n \n\nFor\nthe years ended March 31, 2026 and 2025, the Company recognized revenue from product sales to Vedco of $809,161 and $288,929, respectively.\nThis represents 71% and 26% of total revenues for the years ended March 31, 2026 and 2025, respectively. Accounts receivable from Vedco\nwas $83,494 and $53,904 at March 31, 2026 and 2025.\n\n \n\nFor\nthe years ended March 31, 2026 and 2025, the Company recognized revenue from product sales to Clipper of $40,521 and $194,504, respectively.\nThis represents 4% and 17% of total revenues for the years ended March 31, 2026 and 2025, respectively. There were no accounts receivable\nfrom Clipper at March 31, 2026 and 2025.\n\n \n\n**(M)\nResearch and Development**\n\n \n\nThe\nCompany expenses research and development costs as incurred.\n\n \n\n**(N)\nFair Value of Financial Instruments**\n\n \n\nFASB\nASC 820, *Fair Value Measurements and Disclosure*s (“ASC 820”) establishes a framework for all fair value measurements\nand expands disclosures related to fair value measurement and developments. ASC 820 defines fair value as the price that would be received\nto sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820\nrequires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories:\n\n \n\n \n●\nLevel\n1 - quoted market prices in active markets for identical assets or liabilities.\n\n \n \n \n\n \n●\nLevel\n2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar\nassets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs\nthat are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.\n\n \n \n \n\n \n●\nLevel\n3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets\nor liabilities.\n\n \n\nThe\ncarrying amounts of the Company’s financial instruments, such as cash, accounts receivable, accounts payable and other liabilities.\napproximates their fair value as of March 31, 2026, and March 31, 2025, due to the short-term nature of these items.\n\n \n\nThe fair value of the Company’s debt approximates its carrying value\nas of March 31, 2026 and 2025 because the stated interest rates and terms of the debt are consistent with those currently available to\nthe Company for similar instruments.\n\n \n\n**(O)\nStock-Based Compensation**\n\n \n\nThe\nCompany accounts for stock-based compensation under the provisions of FASB ASC 718, *Compensation—Stock Compensation,* which\nrequires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on\nestimated fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes\nmodel. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service\nperiods using the straight-line method. In accordance with ASU No. 2018-07, *Compensation – Stock Compensation (Topic 718), Improvements\nto Nonemployee Share-Based Payment Accounting* share-based payment transactions for acquiring goods and services from nonemployees\nare included. Consistent with the accounting requirement for employee share-based payment awards, nonemployee share-based payment awards\nwithin the scope of Topic 718 are measured at grant-date fair value of the equity instruments that an entity is obligated to issue when\nthe good has been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the\ninstruments have been satisfied.\n\n \n\nF-10\n\n \n\n \n\n**(P)\nIncome Tax Provision**\n\n \n\nThe Company is subject to income taxes in the U.S.\nThe determination of these tax liabilities requires estimation, significant judgment, and interpretation of U.S. federal and state tax\nstatutes, regulations, and case laws. Additionally, governing tax legislation could change significantly with little or no notice. It\nis important for us to monitor economic, political, and other conditions in the various countries with operations as changes in a jurisdiction’s\nconditions could impact the amount of deferred tax assets or our ability to utilize deferred tax assets in the future.\n\n \n\nThe Company accounts for income\ntaxes in accordance with FASB ASC 740, *Income Taxes*, using the asset and liability method. Under this method, deferred tax assets\nand liabilities are recognized for the expected future tax consequences of temporary differences between the consolidated financial statement\ncarrying amounts and the tax bases of assets and liabilities, as well as for net operating loss and tax credit carryforwards. Deferred\ntax assets and liabilities are measured using enacted tax rates and laws expected to apply when the related temporary differences reverse\nor the carryforwards are utilized. The Company establishes a valuation allowance to reduce deferred tax assets to the amount expected\nto be realized when, based on the available evidence, it is more likely than not that some portion or all of the deferred tax assets will\nnot be realized.\n\n \n\nAs required by FASB ASC 450, the Company recognizes\nthe financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain\nthe position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial\nstatements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant\ntax authority. The Company recognizes interest and penalties related to unrecognized income tax benefits in the provision for income tax\nexpense.\n\n \n\nThe Company is not currently under examination by\nany federal or state jurisdiction.\n\n \n\n**(Q)\nRecently Issued Accounting Pronouncements**\n\n \n\nIn December 2023, the FASB issued ASU 2023-09, Income\nTaxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires disaggregated information about a reporting entity’s\neffective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing\nmore detailed income tax disclosures that would be useful in making capital allocation decisions. This ASU is effective for public entities\nwith fiscal years beginning after December 15, 2024. The Company adopted this guidance for the year ended March 31, 2026 and applied the\nguidance on a retrospective basis. The adoption did not have a material impact on the consolidated financial statements. Refer to Note 14\nfor further details.\n\n \n\nF-11\n\n \n\n \n\n**NOTE\n2 – INVENTORY**\n\n \n\nInventory\nconsists of the following at March 31, 2026 and March 31, 2025:\n\nSCHEDULE OF INVENTORY \n\n  \nMarch 31, 2026  \nMarch 31, 2025 \n\nFinished goods, net of allowances \n$291,218  \n$21,782 \n\nWork in process \n 21,850  \n 41,540 \n\nRaw materials \n 225,298  \n 260,182 \n\nTotal \n$538,366  \n$323,504 \n\n** **\n\nAs\nof March 31, 2026, the Company recorded an inventory allowance of $239,935\nto reserve for the current market conditions with its licensed\nPrecisePRP™ (Platelet-Rich Plasma) product. The Company is undergoing negotiations to terminate its current licensing agreement\nwith VetStem, whereby the PrecisePRP product has not been selling as originally expected. Therefore, management decided to sell the PrecisePRP\nproduct line at a discount, as to reduce the inventory levels, resulting in the Company recording an inventory reserve of $239,935.\n\n** **\n\n**NOTE\n3 – PREPAID EXPENSES AND OTHER CURRENT ASSETS**\n\n \n\nAs\nof March 31, 2026, the Company had $269,930 in prepaid expenses and other current assets consisting primarily of $102,000 in insurance\ncosts, $72,000 in prepaid investor relations expenses, $47,000 in software subscription fees, $36,000 in OTC markets and FINRA fees,\nand $9,000 in consulting fees.\n\n \n\nAs\nof March 31, 2025, the Company had $447,801 in prepaid expenses and other current assets consisting primarily of $195,000 of supplier\nadvance, $128,000 in insurance costs, $47,000 in investor relations services, $26,000 in rent, $24,000 in software subscription fees\nand $20,000 in Nasdaq and FINRA fees.\n\n \n\n**NOTE\n4 – PROPERTY AND EQUIPMENT, NET**\n\n \n\nProperty\nand equipment consists of the following at March 31, 2026 and 2025:\n\nSCHEDULE OF PROPERTY AND EQUIPMENT \n\n  \nMarch 31, 2026  \nMarch 31, 2025 \n\nLeasehold improvements \n$258,099  \n$424,041 \n\nProduction equipment \n 619,229  \n 708,150 \n\nR&D equipment \n 25,184  \n 25,184 \n\nComputer equipment and furniture \n 155,306  \n 155,305 \n\nTotal, at cost \n 1,057,818  \n 1,312,680 \n\nAccumulated depreciation \n (608,937) \n (545,806)\n\nProperty and equipment, net \n$448,881  \n$766,874 \n\n \n\nFor\nthe years ended March 31, 2026 and 2025, depreciation expense was $63,131 and $118,216, respectively.\n\n** **\n\n**NOTE\n5 – PATENTS AND TRADEMARKS, NET**\n\n \n\nThe\ncomponents of patents and trademarks, all of which are finite-lived, were as follows:\n\nSCHEDULE OF COMPONENTS OF PATENTS AND TRADEMARKS \n\n  \nMarch 31, 2026  \nMarch 31, 2025 \n\nPatents \n$3,870,057  \n$3,870,057 \n\nTrademarks \n 26,142  \n 26,142 \n\nTotal at cost \n 3,896,199  \n 3,896,199 \n\nAccumulated Amortization \n (3,875,690) \n (3,872,474)\n\nPatents and trademarks, net \n$20,509  \n$23,725 \n\n \n\nF-12\n\n \n\n \n\nFor\nthe years ended March 31, 2026 and 2025, amortization expenses were $3,216\nand $6,374,\nrespectively. The Company currently has six (6) U.S. and four (4) foreign patents issued, with two (2) additional patent\napplications pending with the United States Patent and Trademark Office\n\n \n\n**NOTE\n6 – LICENSING AGREEMENTS**\n\n \n\nThe\ncomponents of licensing agreements, all of which are finite-lived, were as follows:\n\n \n\nSCHEDULE OF LICENSING AGREEMENTS\n\n  \nMarch 31, 2026  \nMarch 31, 2025 \n\nLicense Agreements \n$2,800,000  \n$2,000,000- \n\nImpairment write-off \n (1,000,000) \n - \n\nContract Liability \n (125,000) \n - \n\nAccumulated Amortization \n (495,111) \n (50,000)\n\nTotal net \n$1,179,889  \n$1,950,000 \n\n \n\nIn\nFebruary 2025, the Company signed an exclusive licensing agreement with VetStem, Inc. to market and sell their PrecisePRP™ (Platelet-Rich\nPlasma) for both canine and equine products. The exclusive licensing agreement is a five5-year\nagreement whereby the Company paid an initial licensing fee of $2,000,000, which was paid in a combination of $500,000 cash, $1,000,000\nin stock issuances and $500,000 in future contract payments. The Company paid $125,000 in contract payments in August 2025 and $125,000\nin November 2025. Future contract payments included in accrued expenses as of March 31, 2026 and 2025 were $125,000 and $500,000, respectively.\nThe licensing fee is amortized over sixty (60) months, the term of the agreement. The licensing agreement also has a nominal royalty\nfee payment between 3% to 4.5%, commencing in the seventh month of the licensing agreement. The royalty fee expense was $10,837 and $0\nfor the years ended March 31, 2026, and 2025, respectively. The Company also issued 250,000 warrants, with a strike price of $1.25 per\nshare for a term of three years. The total warrant expense is fair valued at $46,030 to be amortized over thirty-six months. The Company\nused the Black-Scholes option pricing model to calculate the warrant fair value, with the following assumptions: no dividend yield, expected\nvolatility of 115.1%, risk free interest rate of 4.02%, and expected warrant life of 3 years. Warrant expense was $15,348 and $1,913\nfor the years ended March 31, 2026, and 2025, respectively.\n\n \n\nAmortization\nexpense was $400,000 and $50,000 for the years ended March 31, 2026, and 2025, respectively.\n\n \n\nAs\nof March 31, 2026, the Company decided the long-term viability of selling the VetStem PrecisePRP products was not in the\nCompany’s best interests, as the market is not accepting the PRP product as expected. The Company sent VetStem on Notice of\nTermination for the license agreement, along with a transition period to move the remaining inventory within a six to nine month\nperiod. This licensing agreement Notice of Termination effectively reduces the licensing agreement from 60 months to 24 months,\nresulting in a licensing agreement impairment expense for the reduction of the licensing period. As of March 31, 2026, the Company recorded an impairment expense of $1,000,000. As a result of termination negotiations,\nthe Company derecognized the $125,000 final milestone payment obligation, resulting in a corresponding reduction of the related contract\npayable.\n\n \n\nIn\nSeptember 2025, the Company signed an exclusive licensing agreement with Digital Landia Holding Corp to utilize their Artificial Intelligence\n(AI) under a B2B white-label model to target a bigger share of the veterinary industry within North America, the United Kingdom, and\npotentially other markets. The Company will market the software as its own brand and logo through exclusive Software-as-a-Service access\nrights. The exclusive licensing agreement is a ten10-year\nagreement whereby the Company issued 1,000,000 shares of its common stock, with a fair value of $800,000, for the licensing fee. The\nfair value of the common stock issued as consideration was determined based on the quoted market price of the Company’s common\nstock on the measurement date. The licensing fee is recorded as an intangible asset and is amortized over one-hundred twenty (120) months,\nthe term of the agreement. The licensing agreement also has a royalty fee payment between 10% and 15%, commencing in the thirteenth month\nof the licensing agreement. No royalty expense was incurred for the year ended March 31, 2026.\n\n \n\nAmortization\nexpense was $45,111 and $0 for the years ended March 31, 2026, and 2025, respectively.\n\n** **\n\n****\n\nF-13\n\n \n\n** **\n\n**NOTE\n7 – ACCRUED EXPENSES**\n\n \n\nThe\ncomponents of accrued expenses were as follows:\n\n \n\nSCHEDULE OF COMPONENTS OF ACCRUED EXPENSES\n\n  \nMarch 31, 2026  \nMarch 31, 2025 \n\nContract payable \n$125,000  \n$500,000 \n\nAccrued payroll and related taxes \n 134,000  \n 284,312 \n\nAccrued expenses \n 194,713  \n 164,242 \n\nTotal \n$453,713  \n$948,554 \n\n \n\nPursuant\nto a lease on the Company’s manufacturing facility, the Company had recorded $332,238 as payable to the lessor. As of March 31, 2025, the Company\ndetermined that $66,075 of accounts payable had exceeded the statute of limitations for payments for the period ending March 31, 2025.\nAs a result, following legal advice, a total of $66,075 of these payables were extinguished from the Company’s balance sheets at\nMarch 31, 2025, and the gain on extinguishment of debt was included in other income on the Consolidated Statement of Operations. There\nwere no accounts payable that were extinguished from the Company’s balance sheet at March 31, 2026.\n\n \n\n**NOTE\n8 – NOTES PAYABLE AND ACCRUED INTEREST**\n\n \n\nIn\nJanuary 2020, the Company entered into a lease amendment for its corporate office facility whereby the lease term was extended through\nNovember of 2026 in exchange for a loan of $42,500. The note payable accrues interest at a rate of 6% per annum. The Company paid off\nthe loan in its entirety in September 2025. As of March 31, 2026 and 2025, the amount outstanding on the note was $0 and $13,244, respectively.\nAs of March 31, 2025, the Company classified $7,802 as a current liability and $5,442 in other liabilities.\n\n \n\nOn\nDecember 20, 2024, the Company entered into a promissory note for $100,000.\nThe note accrued interest at a rate of 12%\nper annum. The entire unpaid principal balance, together with interest, shall be due and payable in full on or before the 20th\nday of June 2025, with an amended maturity date\nof December\n31, 2025. On March 3, 2025, the Company entered\ninto another promissory note for an additional $200,000\nwith the same terms. The entire unpaid principal balance, together\nwith interest, shall be due and payable in full on or before September 3, 2025. On July 15, 2025, the Company repaid in full $315,618\nof the promissory note plus accrued interest of $15,618.\n\n \n\nIn\nMay and June 2025, the Company entered into three separate promissory notes totaling $12,000. The notes accrued interest at a rate of\n10% per annum. The entire unpaid principal balance, together with interest, shall be due and payable in full on or before the earlier\nof December 31, 2025, or the date the Company receives the remaining balance of the $5 million Series B Subscription. The Company repaid\nthe three promissory notes plus accrued interest of $293 for a total of $12,293 on July 14, 2025.\n\n \n\nIn\nFebruary and March 2026, the Company entered into two separate promissory notes totaling $320,000. The notes accrued interest at a rate\nof 6% per annum. The first promissory note was initiated on February 26, 2026, in the amount of $150,000 with a maturity date of February\n26, 2027. The second promissory note was initiated on March 11, 2026, in the amount of $170,000 with a maturity date of March 11, 2027.\nAccrued interest on both notes at March 31, 2026, was $1,447.\n\n \n\nAs\nof March 31, 2026, total non-convertible notes payable, including accrued interest, were $321,447, consisting of $321,447 classified\nas current liability and $0 classified as long-term liabilities. As of March 31,2025, the balance totaled $318,307, consisting of $312,865\nclassified as current liability and $5,442 classified as long-term liabilities within other liabilities.\n\n \n\nInterest\nexpense for the years ended March 31, 2026 and 2025 was $12,667\nand $6,138,\nrespectively. Repayments of notes payable for the years ended March 31, 2026 and 2025 was $350,171\nand $7,427,\nrespectively.\n\n \n\n**NOTE\n9 – CONVERTIBLE NOTES PAYABLE AND ACCRUED INTEREST**\n\n \n\nOn\nMarch 8, 2024, the Company entered into a convertible promissory note for $150,000.\nThe note accrued interest at a rate of 10%\nper annum. The principal and accrued interest were due in April 2024. The holder of the note had the option to convert the principal\nand accrued interest into shares of the Company’s common stock at a conversion rate of $0.70\nper share. On April 10, 2024, the company entered into another\npromissory note for an additional $150,000\nwhereby the new principal balance was $300,000\nwith the same terms. On April 29, 2024, the noteholder converted\nthe $300,000\nprincipal balance, along with $1,558\nof accrued interest into 430,798\ncommon shares.\n\n \n\nF-14\n\n \n\n \n\nFrom\nSeptember 1, 2024 through March 31, 2025, the Company borrowed $1,715,000 in\nconvertible promissory notes with conversion terms of the lessor of our stock trading price or $0.50 per share with an interest rate of 10% per\nannum. On June 10, 2025, the Company entered into a promissory note for $160,000 at\na rate of 10%\nper annum and a maturity date of December 31, 2025. This note included the issuance of 75,000 warrants,\nwith a two-2year\nterm and a strike price of $0.75 per\nshare and had a fair value of $23,649.\nThe Company used the Black-Scholes option pricing model to calculate the warrant fair value, with the following assumptions: no dividend\nyield, expected volatility of 119.3%,\nrisk free interest rate of 3.72%,\nand expected option life of 2.0 years.\nThe fair value is required to be recorded as a debt discount and amortized to interest expense over the term of the note.\nAmortization of the debt discount, included in interest expense, was $2,956 and\n$23,649 for\nthe three and nine months ended December 31, 2025.\n\n** **\n\nOn September 30, 2025, the Company repaid a $25,000 convertible promissory\nnote, dated December 20, 2024, and accrued interest of $2,334.\n\n \n\nOn\nSeptember 30, 2025, the Company issued 3,669,806\nshares of common stock, with a fair value of $2,018,154,\nfor conversion of all of the remaining convertible notes in the amount of $1,850,000\nand accrued interest of $168,154.\n\n \n\nThe\ntotal convertible notes payables (all current liability), including accrued interest, for these convertible notes for the year ended\nMarch 31, 2026 is $0,\nand for the year ended March 31, 2025 is $1,772,021.\n\n \n\nInterest\nexpense, including amortization of debt discount, on these convertible notes payable for the years ended March 31, 2026 and 2025 was\n$113,467 and $57,021, respectively.\n\n** **\n\n**June\n30, 2025 Amendment to Convertible Notes and Extinguishment Accounting**\n\n** **\n\nOn\nJune 30, 2025, the Company and the noteholders entered into an amendment to fix the Conversion Price at $0.50 per share, eliminate the\nvariable pricing feature, and change all maturity dates to September 30, 2025. As a result of the amendment, the conversion feature no\nlonger required derivative liability accounting under ASC 815 and instead met the criteria for equity classification under ASC 470-20,\nDebt with Conversion and Other Options.\n\n \n\nThe\nCompany evaluated the amendment under ASC 470-50, Modifications and Extinguishments, and concluded that the amendment represented a substantial\nmodification due to the reclassification of the conversion feature from a liability to equity and the resulting change in economic substance.\nAccordingly, the Company accounted for the amendment as an extinguishment of the existing notes and the issuance of new convertible notes.\n\n \n\nThe\nnew debt instrument issued upon extinguishment was recorded at its estimated fair value of $1,215,000. The Company recognized a beneficial\nconversion feature (“BCF”) of $786,908, calculated as the intrinsic value of the fixed conversion option on the commitment\ndate (based on the excess of the Company’s closing stock price of $0.80 over the fixed conversion price of $0.50, multiplied by\nthe number of shares issuable upon conversion). The BCF was recorded as a debt discount with a corresponding increase to additional paid-in\ncapital. The debt discount is being amortized using the effective interest method.\n\n \n\nThe\naccounting impact of the amendment is summarized as follows, as of June 30, 2025:\n\n \n\nSCHEDULE OF AMENDMENT TO CONVERTIBLE NOTES AND EXTINGUISHMENT ACCOUNTING\n\nDescription \nAmount \n\nCarrying amount of extinguished debt \n$1,215,000 \n\nFair value of new debt issued \n$1,215,000 \n\nFair value of derivative reclassified to equity \n$768,493 \n\nBeneficial conversion feature recorded as debt discount \n$786,908 \n\n \n\nAs\nof September 30, 2025, the beneficial conversion feature recorded as debt discount on the convertible notes and related warrants were\nfully amortized during the period, as the notes matured and were converted on September 30, 2025.\n\n \n\nF-15\n\n \n\n \n\n**Convertible\nNotes Issued with Warrants**\n\n** **\n\nOn\nFebruary 14, 2025, a total of 250,000 warrants\nwere issued for two Notes totaling $500,000.\nThe warrants have a three-year term with an exercise strike price of $0.90 per\nshare. The warrants were evaluated under ASC 480 and ASC 815 and determined to be equity-classified instruments. The fair value of\nthe warrants at inception was recorded at a discount to the carrying value of the associated notes and is being amortized to\ninterest expense over the term of the notes using the effective interest method. The fair value at issuance was estimated using the\nbinomial option pricing model with the following inputs: closing stock price of $0.74,\nstrike price of $0.90, 3-year\nterm, volatility rate of 113.7%,\nrisk-free rate of 4.26%,\nand dividend yield of zero.\nThe fair value of the warrants at inception was $98,684 and\nwere being amortized over the thirty-six month term. On September 30, 2025, the convertible notes were converted into common stock\nand the unamortized remaining balance of the debt discount of $90,219 was fully amortized. Interest expense related to the\namortization of the debt discounts associated with warrants was $98,684 and $5,053 for the years ended March 31, 2026 and 2025, respectively.\n\n \n\n**Fair\nValue Allocation of Proceeds from Convertible Notes**\n\n \n\nWhen\nconvertible notes are issued with warrants, and no derivative liability is present, the proceeds are allocated between the debt and the\nwarrants based on their relative fair values at issuance. When convertible notes are issued with both detachable warrants and embedded\nderivative liabilities, the proceeds are allocated using a sequential approach: first to the derivative liability at fair value, then\nto the warrants at fair value, and the residual amount to the debt host. For convertible notes that include only an embedded derivative\nliability and no warrants, the proceeds are allocated first to the derivative liability at fair value, with the residual amount allocated\nto the debt host.\n\n** **\n\n**Derivative\nLiabilities – Variable Conversion Features**\n\n \n\nThe Company had $1,215,000 of convertible notes\nthat contained derivative features and evaluated the terms of these convertible notes and determined that certain embedded conversion\nfeatures were not indexed to the Company’s own stock due to variable conversion price provisions. Accordingly, the embedded\nconversion features were bifurcated from the host debt instruments and accounted for as derivative liabilities in accordance with\nASC 815, *Derivatives and Hedging*. All of the convertible notes contained derivatives, with similar conversion terms.\n\n \n\nThe derivative liabilities were measured at fair value\non a recurring basis and classified as Level 3 within the fair value hierarchy due to the use of significant unobservable inputs. The\ninitial fair value of the embedded derivatives was recorded as a debt discount with a corresponding derivative liability and was amortized\nto interest expense over the contractual term of the related notes using the effective interest method.\n\n \n\nThe fair value of the derivative liabilities was estimated\nusing a binomial option pricing model. The significant assumptions utilized in determining the fair value of the derivative liabilities, based on the weighted-average of the convertible notes,\nwere as follows:\n\n \n\nSCHEDULE OF FAIR VALUE OF THE DERIVATIVE LIABILITIES\n\nInput \nInception  \nMarch 31, 2025  \nSeptember 30, 2025 \n\nClosing stock price \n$0.41  \n$0.60  \n$1.10 \n\nConversion price \n$0.50  \n$0.50  \n$0.50 \n\nRemaining contractual term (years) \n 3.0  \n 2.75  \n 2.25 \n\nExpected volatility \n 135.1% \n 103.5% \n 82.1%\n\nRisk-free interest rate \n 4.16% \n 4.08% \n 3.85%\n\nDividend yield \n 0.0% \n 0.0% \n 0.0%\n\n \n\nThe following table summarizes activity in the Company’s\nderivative liabilities:\n\n \n\nSCHEDULE OF DERIVATIVE LIABILITIES\n\n  \nAmount \n\nFair value at inception \n$341,576 \n\nChange in fair value during fiscal 2025 \n 106,513 \n\nFair value at March 31, 2025 \n 448,089 \n\nChange in fair value through September 30, 2025 \n (320,404)\n\nFair value immediately prior to conversion \n 768,493 \n\nDerivative liabilities extinguished upon conversion \n (768,493)\n\nFair value at March 31, 2026 \n$0 \n\n \n\nFor the year ended March 31, 2026, the Company recognized\nan unrealized gain of $320,404 related to changes in the fair value of derivative liabilities. For the year ended March 31, 2025, the\nCompany recognized an unrealized loss of $106,513 related to changes in the fair value of derivative liabilities.\n\n \n\nOn September 30, 2025, all outstanding convertible\nnotes containing embedded derivative features were converted into shares of the Company’s common stock. Immediately prior to conversion,\nthe Company remeasured the related derivative liabilities to fair value, resulting in an aggregate derivative liability balance of $768,493.\nUpon conversion, the derivative liabilities were extinguished and reclassified to additional paid-in capital as part of the equity issuance.\n\nNo gain or loss was recognized upon conversion. As\na result, the Company had no outstanding derivative liabilities as of March 31, 2026.\n\n \n\nInterest expense related to the amortization of debt\ndiscounts associated with derivative liabilities was $819,272 and $285,563 for the years ended March 31, 2026 and 2025, respectively.\n\n \n\n**Fair\nValue Allocation of Proceeds from Convertible Notes**\n\n** **\n\nWhen\nconvertible notes are issued with warrants, and no derivative liability is present, the proceeds are allocated between the debt and the\nwarrants based on their relative fair values at issuance. When convertible notes are issued with both detachable warrants and embedded\nderivative liabilities, the proceeds are allocated using a sequential approach: first to the derivative liability at fair value, then\nto the warrants at fair value, and the residual amount to the debt host. For convertible notes that include only an embedded derivative\nliability and no warrants, the proceeds are allocated first to the derivative liability at fair value, with the residual amount allocated\nto the debt host.\n\n \n\n**NOTE\n10 – RETIREMENT PLAN**\n\n \n\nIn\nFebruary 2021, the Company established a 401(k) retirement plan for its employees in which eligible employees can contribute a percentage\nof their compensation. The Company may also make discretionary contributions. For the years ended March 31, 2026 and 2025, the Company\nmade contributions to the plan of $71,630 and $58,575, respectively.\n\n \n\nF-16\n\n \n\n \n\n**NOTE\n11 – COMMITMENTS AND CONTINGENCIES**\n\n \n\nThe\nCompany accounts for contingencies in accordance with ASC 450, Contingencies. A liability is recorded when it is probable that a loss\nhas been incurred and the amount can be reasonably estimated. If a loss is reasonably possible but not probable, or if the amount cannot\nbe estimated, the nature of the contingency and an estimate of the possible loss, if determinable, is disclosed. Remote contingencies\nare generally not disclosed unless related to guarantees. The Company is not currently party to any material legal proceedings and is not aware of any material loss contingencies requiring accrual\nor disclosure as of March 31, 2026.\n\n \n\n**Lease\nObligations**\n\n \n\nThe Company leases property and equipment under operating leases, typically\nwith terms greater than 12 months, and determine if an arrangement contains a lease at inception. In general, an arrangement contains\na lease if there is an identified asset and we have the right to direct the use of and obtain substantially all of the economic benefit\nfrom the use of the identified asset. We record an operating lease liability at the present value of lease payments over the lease term\non the commencement date. The related right of use (‘‘ROU”) operating lease asset reflects rental escalation clauses,\nas well as renewal options and/or termination options. The exercise of lease renewal and/or termination options is at our discretion and\nis included in the determination of the lease term and lease payment obligations when it is deemed reasonably certain that the option\nwill be exercised. When available, we use the rate implicit in the lease to discount lease payments to present value; however, certain\nleases do not provide a readily determinable implicit rate. Therefore, we must estimate our incremental borrowing rate to discount the\nlease payments based on information available at lease commencement.\n\n \n\nThe Company classifies our leases as buildings, vehicles or computer and\noffice equipment and do not separate lease and non-lease components of contracts for any of the aforementioned classifications. In accordance\nwith applicable guidance, we do not record leases with terms that are less than one year on the Consolidated Balance Sheets.\n\n \n\nNone\nof our lease agreements contain material restrictive covenants or residual value guarantees.\n\n \n\n**Buildings**\n\n \n\nThe\nCompany entered into an 84eighty-four\nmonth lease for 3,577 square\nfeet of newly constructed office, laboratory, and warehouse space located in Edina, Minnesota in May 2017, which was renewed for an\nadditional thirty months resulting in the lease expiration in November 2026. The base rent has annual increases of 2%\nand the Company is responsible for its proportional share of common space expenses, property taxes, and building insurance. This\nlease is terminable by the landlord if damage causes the property to no longer be utilized as an integrated whole and by the Company\nif damage causes the facility to be unusable for a period of 45 days. In\nJanuary 2020, the Company entered into a lease amendment to extend the lease term through November of 2026 in exchange for\nreceipt of a loan of $42,500\nrecorded to note payable. The monthly base rent as of March 31, 2026, and 2025 was $2,434\nand $2,386,\nrespectively.\n\n \n\nThe\nCompany entered into a 63sixty-three month lease for 2,400 square feet of office space located in Edina, Minnesota in January 2022. This\nlease will expire in March 2027. The base rent has annual increases of 2.5% and the Company is responsible for its proportional share\nof common space expenses, property taxes, and building insurance. The monthly base rent as of March 31, 2026 and 2025 was $2,950 and\n$2,879, respectively.\n\n \n\nOn\nJanuary 10, 2023, the Company entered into a new lease agreement for approximately 14,000 square feet of production and warehouse space\nwith a commencement date of April 1, 2023, which is when the control and right of use for this asset took place. The initial monthly\nbase rent is $8,420 and has annual increases of 2.5%. The Company is also responsible for its proportional share of common space expenses,\nproperty taxes, and building insurance. The lease will terminate on June 30, 2033, and the Company has a renewal option for a period\nof five years. The monthly base rent as of March 31, 2026 and 2025 was $0 and $8,631, respectively.\n\n \n\n**Lease\nTermination**\n\n \n\nThe\nCompany terminated its January 10, 2023 ten-year lease agreement on the 14,000\nsquare foot production and warehouse space effective June 30, 2025. As consideration for the early termination of the lease, the\nCompany paid the Landlord the unamortized portion of lease commissions, unamortized rent abatement, legal fees, termination fee,\nmanagement fee and unamortized tenant improvements. In addition, the Company was responsible for paying all costs to release a\nmechanical lien attached to the property, including the costs related to the lien along with all legal fees and other costs incurred\nby the landlord. The Company also paid a fee equal to six months of base rent, common area maintenance, and real estate taxes for\nthe unrented office area consisting of 3,794\nrentable square feet as part of the termination of the lease. Total fees incurred for the termination of the lease for the years\nended March 31, 2026 and 2025 were $314,768\nand $0,\nrespectively. On June 30, 2025, the Company recorded the derecognition of the right-of-use asset and lease liability of $890,979.\n\n \n\nF-17\n\n \n\n \n\n**Vehicles\nand Other Operating Leases**\n\n \n\nThe\nCompany leased vehicles for certain members of its field sales organization during the three months ended June 30, 2024, under a vehicle\nfleet program whereby the noncancelable lease was for a term of 48\nmonths. During the year ended March 31, 2025, all the leased\nvehicles under the vehicle fleet program were sold and the Company recognized a loss of $1,018\non the sale of the leased vehicles, reported in other income\n(expense). As a result of the sale, the Company recorded the derecognition of the right-of-use asset and lease liability of $53,168.\n\n \n\nOperating\nvehicle lease expense for the years ended March 31, 2026, and 2025, was $0 and $42,658, respectively.\n\n \n\nThe\nfollowing is a maturity analysis of the approximate annual undiscounted cash flows of the operating lease liabilities as of March 31,\n2026:\n\n \n\nSCHEDULE OF MATURITY OF ANNUAL UNDISCOUNTED OPERATING LEASE LIABILITY\n\n  \n   \n\n2027 \n 55,102 \n\n2028 \n - \n\n2029 \n - \n\n2030 \n - \n\nThereafter \n - \n\nTotal \n 55,102 \n\nLess: amount representing interest \n (390)\n\nTotal \n$54,711 \n\n \n\nIn\ncompliance with ASC 842, the Company recognized, based on the\nextended lease terms to November 7, 2026, and March 2027, a weighted average incremental borrowing rate of 3.20%,\nan operating lease right-of-use assets for approximately $54,711\nand corresponding and equal operating lease liabilities for the leases. As of March 31, 2026, the present value of future base rent\nlease payments based on the remaining lease term of 0.4\nyears, are as follows:\n\n SCHEDULE OF BASE RENT LEASE PAYMENTS\n\n  \n   \n\nPresent value of future base rent lease payments \n$54,711 \n\nBase rent payments included in prepaid expenses \n - \n\nPresent value of future base rent lease payments – net \n$54,711 \n\n \n\nAs\nof March 31, 2026 and 2025, operating lease right-of-use assets and operating lease liabilities were classified as follows:\n\n \n\n  SCHEDULE OF LEASE CURRENT AND NON-CURRENT ASSETS AND LIABILITIES\n\n  \n2026  \n2025 \n\nOperating lease right-of-use asset \n$54,711  \n$961,539 \n\nTotal operating lease assets \n 54,711  \n 961,539 \n\n  \n    \n   \n\nOperating lease current liability \n 54,711  \n 163,834 \n\nOperating lease non-current liability \n -  \n 797,705 \n\nTotal operating lease liabilities \n$54,711  \n$961,539 \n\n \n\nF-18\n\n \n\n** **\n\n**Employment\nAgreements**\n\n \n\nThe\nCompany has employment agreements with its executive officers. As of March 31, 2026, these agreements contain severance benefits ranging\nfrom one month to six months if terminated without cause.\n\n \n\n**Legal\nProceedings**\n\n \n\nFrom\ntime to time, the Company may be involved in legal proceedings arising in the ordinary course of business. In June 2026, a former\nemployee filed a whistleblower retaliation complaint with the Occupational Safety and Health Administration (OSHA) under Sarbanes-Oxley\nAct (SOX), 18 U.S.C. § 1514A. The claimant alleges they were wrongfully terminated after reporting alleged governance and honesty\nin shareholder relations.\n\n \n\nThe Company is cooperating with OSHA’s ongoing investigation, denies all\nallegations and intends to vigorously defend against these allegations. At this preliminary stage, the outcome is uncertain. Although\nthe Company cannot predict the ultimate outcome of this matter, based on currently available information, management does not believe\nthat the ultimate resolution will have a material adverse effect on the Company’s consolidated financial position, results of operations,\nor cash flows.\n\n \n\n**NOTE\n12 - GOING CONCERN**\n\n \n\nThe accompanying consolidated financial statements have been prepared assuming\nthat the Company will continue as a going concern.\n\n \n\nFor the year ended March 31, 2026, the Company incurred a net loss of $10,473,672\nand used $6,107,286 of cash in operating activities. As of March 31, 2026, the Company had an accumulated deficit of $102,075,765. These\nconditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these consolidated\nfinancial statements are issued.\n\n \n\nManagement’s plans to address these conditions include continuing efforts\nto improve operating results, reduce operating costs, increase revenues, and obtain additional capital through debt and/or equity financing\narrangements. The Company has historically relied on external financing to fund its operations and expects to continue to seek additional\nfinancing as needed.\n\n \n\nThere can be no assurance that the Company will be successful in achieving\nprofitable operations, securing additional financing on acceptable terms, or successfully implementing its business plan. Accordingly,\nmanagement has concluded that substantial doubt about the Company’s ability to continue as a going concern is not alleviated.\n\n \n\nThe accompanying consolidated financial statements do not include any adjustments\nrelating to the recoverability and classification of recorded assets or the amounts and classification of liabilities that might be necessary\nshould the Company be unable to continue as a going concern.\n\n** **\n\n**NOTE\n13 – STOCKHOLDERS’ EQUITY**\n\n \n\n**Equity\nIncentive Plan**\n\n \n\nOn\nJuly 10, 2020, our Board of Directors unanimously approved the PetVivo Holdings, Inc “2020 Equity Incentive Plan” (the “2020\nPlan”), which authorized the issuance of up to 1,000,000\nshares of our common stock as awards under the 2020 Plan, subject\nto approval by our stockholders at the Annual Meeting of Stockholders held on September 22, 2020, when it was approved by our stockholders\nand became effective. On October 14, 2022, the stockholders of the Company approved the PetVivo Holdings, Inc. Amended and Restated 2020\nEquity Incentive Plan (the “Amended Plan”), which increased the number of shares of the Company’s common stock which\nmay be granted under the Amended Plan from 1,000,000\nto 3,000,000.\nUnless sooner terminated by the Board, the Amended Plan will terminate at midnight on July 10, 2030.\n\n \n\nThe\nAmended Plan is administered by the Compensation Committee of our Board of Directors (the “Committee”), which has full power\nand authority to determine when and to whom awards will be granted, and the type, amount, form of payment, any deferral payment, and\nother terms and conditions of each award. Subject to provisions of the Amended Plan, the Committee may amend or waive the terms and conditions,\nor accelerate the exercisability, of an outstanding award. The Committee also has the authority to interpret and establish rules and\nregulations for the administration of the Amended Plan. In addition, the Board of Directors may also exercise the powers of the Committee.\n\n \n\nThe number of shares available to grant under the Amended Plan was 0 shares at March 31, 2026.\n\n \n\nF-19\n\n \n\n \n\n**Sale\nof Common Stock**\n\n \n\nBetween\nApril 2024 and February 2025, the Company sold an aggregate of 3,060,588 shares of restricted common stock in private offerings to various\ninvestors at prices ranging from $0.50 to $0.70 per share, raising total gross proceeds of $2,050,100.\n\n \n\nIn February 2026, the Company sold 343,750 shares of restricted common stock\nin a private offering to an investor at a price of $0.80 per share, raising gross proceeds of $275,000.\n\n \n\nIn\nMarch 2026, the Company entered into a private placement pursuant to which it agreed to sell 1,250,000\nshares of restricted common stock at a purchase price of $0.80\nper share for aggregate proceeds of $1,000,000.\nAs of March 31, 2026, the Company had received $400,000\nof the purchase price and recorded the remaining $600,000\nas a subscription receivable pursuant to an enforceable subscription agreement. The transaction was recorded as common stock to be\nissued and a subscription receivable at March 31, 2026. The remaining $600,000\nwas received on April 20, 2026.\n\n \n\n**Preferred\nStock**\n\n \n\nFor\nthe year ended March 31, 2025, the Company issued 3,045,000 shares of Series A preferred stock in exchange for proceeds of $1,218,000\nat a price of $0.40 per share.\n\n \n\nThe\ncertificate of designation of rights and preferences has an optional conversion provision whereby each share of Series A Preferred Stock\nshall be convertible at any time at the option of a holder into shares of Common Stock. The Series A Preferred Stock also has an automatic\nconversion whereby the preferred shares shall automatically convert into Common Stock upon the one-year anniversary of the issuance of\nthe Series A Preferred Stock. There are no dividends attached to the Series A Preferred Stock.\n\n \n\nF-20\n\n \n\n \n\nOn\nMarch 26, 2025, the Company entered into a Subscription Agreement to receive $5,000,000 of equity financing in exchange for 5,000,000\nshares of Series B Preferred Stock. The Company initially received $600,000 of proceeds on March 26, 2025, with the investor receiving\nan option to invest the remaining $4,400,000 pursuant to the same terms and conditions, which was fully received and funded on June 24,\n2025.\n\n \n\nSeries\nB Preferred Stock is entitled to receive a specific dividend in an annual amount equal to Ten Percent (10%) of the total amount paid\nto secure the Series B Convertible Preferred Stock. The dividend shall be paid to the holder by the Company in quarterly payments of\nCommon Stock. The amount of shares pursuant to the dividend shall be calculated by dividing the total quarterly dividend payment by the\ngreater of i) the volume weighted average price of the common stock for the prior trading ten (10) day period from the date the quarterly\ndividend is owed, or ii) fifty cents ($0.50). Also, non-cumulative dividends may be paid when, and if declared by the Company’s\nboard of directors. Dividends declared were $403,603 and $0 for the years ended March 31, 2026, and 2025, respectively.\n\n** **\n\nUpon\nany liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, no distributions of available funds and\nassets will be made to the holders of Common Stock until the holders of Series B Preferred Stock and Series A Preferred Stock receive\na per share amount equal to the original issue price.\n\n** **\n\n**Common\nStock**\n\n** **\n\nDuring\nthe year ended March 31, 2026, the Company issued a total of 11,668,382 shares of common stock as detailed below:\n\n \n\ni)\n60,000\nshares, in aggregate, 20,000 equally in April, May and June 2025 to service providers for consulting services fair valued at $40,420\nbased on the market price on the date of grant. The Company expensed these shares on a monthly basis through June 30, 2025.\n\nii)\n82,657\nshares related to vesting of restricted stock units (“RSUs”), vesting in April and June 2025.\n\niii)\n8,000\nshares in June 2025, fair valued at $6,000, in connection with the conversion of an outstanding accounts payable balance of $6,000\n\niv)\n70,000\nshares in June 2025 in connection with the exercise of a warrant in exchange for proceeds of $140,000 at a price of $2.00 per share.\n\nv)\n19,372\nshares in July 2025 to a service provider for advisory services fair valued at $15,000, based on the market price on the date of\ngrant and expensed for the period ending June 30, 2025.\n\nvi)\n707,669\nshares to employees in July and September 2025 for performance services fair valued at $558,660 based on the market price at date\nof grant and expensed for the period ending September 30, 2025.\n\nvii)\n3,045,000\nshares in July 2025 for conversion of Series A Preferred Stock on a share-for-share basis.\n\nviii)\n38,138\nshares in September 2025, fair valued at $28,604, for conversion of $28,604 of accrued dividends on Series B Preferred Stock.\n\nix)\n1,000,000\nshares in September 2025 for purchase of an exclusive licensing agreement fair valued at $800,000.\n\nx)\n72,500\nshares related to vesting of restricted stock units (“RSUs”), vesting in July and September 2025.\n\nxi)\n3,669,806\nshares on September 30, 2025, with a fair value of $2,018,154, for the conversion of $1,850,000 in convertible notes plus accrued\ninterest of $168,154.\n\nxii)\n89,935\nshares in October 2025 to the board of directors for advisory services and compensation fair valued at $107,024, based on the market\nprice date of grant and expensed for the period ending December 31, 2025.\n\nxiii)\n411,286\nshares to employees in October and December 2025 for performance services fair valued at $480,895, based on the market price at date\nof grant and expensed for the period ending December 31, 2025.\n\nxiv)\n105,042\nshares in October 2025, fair valued at $125,000, for conversion of $125,000 of accrued dividends on Series B Preferred Stock.\n\nxv)\n870,000\nshares in October, November, and December 2025 in connection with the exercise of warrants in exchange for proceeds of $711,750 at\nprices ranging between $0.50 to $0.90 per share\n\nxvi)\n20,000\nshares related to vesting of restricted stock units (“RSUs”), vesting in December 2025.\n\nxvii)\n84,000\nshares in January 2026 to a service provider for consulting services fair valued at $95,760 based on the market price on the date\nof grant. The Company will expense these shares on a monthly basis through December 31, 2026.\n\n \n\nF-21\n\n \n\n \n\nxviii)\n109,650\nshares in January 2026, fair valued at $125,000, for conversion of $125,000 of accrued dividends on Series B Preferred Stock.\n\nxix)\n15,097\nshares in January and February 2026, to a service provider for advisory services fair valued at $16,782 based on the market price\nat date of grant and expensed in the same period that they were issued.\n\nxx)\n200,148\nshares to employees in January and March 2026 for performance services fair valued at $141,330 based on the market price at date\nof grant and expensed in the same period that they were issued.\n\nxxi)\n136,332\nshares in January 2026 and March 2026 to the board of directors for advisory services and compensation fair valued at $98,640 based\non the market price date of grant and expensed in the same period they were issued.\n\nxxii)\n843,750\nshares in January 2026 to March 2026 in connection with the sale of stock at a price of $0.80 per share in exchange for proceeds\nof $675,000\n\nxxiii)\n10,000\nshares in March 2026 to a service provider for consulting services fair valued at $6,940 based on the market price at date of grant\nand expensed for the period ending March 31, 2026.\n\n \n\nDuring\nthe year ended March 31, 2025, the Company issued a total of 7,122,917 shares of common stock and canceled 25,000 shares, as detailed\nbelow:\n\n \n\ni)\n1,889,434\nshares in connection with the sale of stock in April and May 2024 in exchange for proceeds of $1,322,600 at a price of $0.70 per\nshare;\n\nii)\n430,798\nshares in April 2024 in connection with the conversion of a convertible note plus interest in exchange for proceeds of $301,558 at\na price of $0.70 per share;\n\niii)\n320,000\nshares in April 2024 to service providers for consulting services fair valued based on the market price on the date of grant of $173,400;\n\niv)\n56,000\nshares in May 2024 to service providers for consulting services fair valued based on the market price on the date of grant of $40,760;\n\nv)\n150,000\nshares related to vesting of restricted stock units (“RSUs”), vesting in April 2024;\n\nvi)\n120,000\nshares in July 2024 to service providers for consulting services fair valued based on the market price on the date of grant of $56,020;\n\nvii)\n5,000\nshares related to vesting of restricted stock units (“RSUs”), vesting in July 2024;\n\nviii)\n37,312\nshares related to vesting of restricted stock units (“RSUs”), vesting in September 2024;\n\nix)\n240,000\nshares in October 2024 to the Company’s executive officers, in lieu of compensation fair valued at $132,000, based on the market\nprice on the date of grant;\n\n x)\n(25,000)\nshares returned in October 2024 by an executive officer for cancellation of shares issued in lieu of compensation valued at $13,750;\n\nxi)\n90,000\nshares related to vesting of restricted stock units (“RSUs”), vesting in October 2024; and\n\nxii)\n225,000\nshares in connection with the sale of stock in October and November 2024 in exchange for proceeds of $112,500 at a price of $0.50\nper share;\n\nxiii)\n25,000\nshares in October 2024 to a service provider for consulting services fair valued based on the market price on the date of grant of\n$11,500;\n\nxiv)\n60,000\nshares in December 2024 to a service provider for consulting services fair valued based on the market price on the date of grant\nof $26,280;\n\nxv)\n375,000\nshares in December 2024 to the Company’s executive officers for performance services fair valued based on the market price\non the date of grant of $150,750;\n\nxvi)\n121,808\nshares in December 2024 to the Company’s executive officers for conversion of accrued bonus fair valued at $50,000;\n\nxvii)\n72,812\nshares related to vesting of restricted stock units (“RSUs”), vesting in December 2024.\n\nxviii)\n946,154\nshares in connection with the sale of stock in January and February 2025 in exchange for proceeds of $615,00 at a price of $0.65\nper share;\n\nxix)\n104,000\nshares in January 2025 to service providers for consulting services fair valued based on the market price on date of grant of $77,780;\n\nxx)\n70,000\nshares in January and February 2025 to employees for performance services fair valued based on the on date of grant of $41,500;\n\nxxi)\n52,500\nshares related to vesting of restricted stock units (“RSUs”), vesting in January 2025;\n\n \n\nF-22\n\n \n\n \n\nxxii)\n20,000\nshares in February 2025 to service providers for consulting services fair valued based on the market price on the date of grant of\n$16,000;\n\nxxiii)\n20,000\nshares in February 2025 to a Board Director for consulting services fair valued based on the market price on the date of grant of\n$10,800;\n\nxxiv)\n1,000,000\nshares in February 2025 for purchase of an exclusive licensing agreement with VetStem, Inc fair valued at $1,000,000\n\nxxv)\n20,000\nshares in March 2025 to service providers for consulting services fair valued at market on the date of grant of $11,000;\n\nxxvi)\n230,770\nshares in March 2025 for investment in Digital Landia valued at $150,000;\n\nxxvii)\n225,000\nshares in March 2025 to the Company’s executive officers for performance services fair valued at market on the date of grant\nof $156,250;\n\nxxviii)\n68,628\nshares in March 2025 to the Company’s executive officers for conversion of accrued bonus fair valued at $35,000;\n\nxxix)\n150,072\nshares in March 2025 for stock option buyout program fair valued at $72,808;\n\nxxx)\n20,312\nshares related to vesting of restricted stock units (“RSUs”), vesting in March 2025;\n\nxxxi)\n2,317\nshares in March 2025 related to a cashless warrant exercise\n\n** **\n\nThe\nCompany has issued shares of common stock to providers of consulting services which are reported in the Consolidated Statements of Stockholders’\nEquity. The value of these shares is reported as a prepaid expense and are amortized to expense over the contractual life of the respective\nconsulting agreements. The amortization of stock issued for services as reported in the Consolidated Statements of Cash Flows was $192,676\nand $574,291 for the years ended March 31, 2026 and 2025, respectively.\n\n \n\n**Time-Based\nRestricted Stock Units**\n\n \n\nThe Company has granted time-based restricted stock units to certain participants\nunder the Amended Plan that are stock-settled with common shares. Time-based restricted stock units granted under the Amended Plan vest\nover three years. At March 31, 2026, there was $0 total unrecognized pre-tax compensation expense related to time-based restricted stock\nunits.\n\n \n\nThe\ntime-based restricted stock unit activity for the year ended March 31, 2026, was as follows:\n\n SCHEDULE OF TIME BASED RESTRICTED STOCK UNITS\n\n  \n\n**Units**\n\n**Outstanding**\n  \nWeighted Average Grant Date Fair Value Per Unit  \nAggregate Intrinsic Value (1) \n\nBalance at March 31, 2024 \n 32,000  \n$4.08  \n$32,000 \n\nGranted \n 611,250  \n 0.66  \n - \n\nVested \n (427,936) \n 0.89  \n - \n\nCancelled \n (10,000) \n 3.04  \n - \n\nBalance at March 31, 2025 \n 205,314  \n$0.58  \n$123,188 \n\nVested \n (185,314) \n 0.59  \n - \n\nCancelled/Forfeited \n (20,000) \n 0.55  \n - \n\nBalance at March 31, 2026 \n -  \n$-  \n$- \n\n \n\n1)\nThe\naggregate intrinsic value of restricted stock units outstanding is calculated as the difference between the exercise price of the\nunderlying awards and the closing stock price of $0.60\nfor the Company’s common stock on March 31, 2025 and the closing stock price of $0.70 for the Company’s common stock on March 31, 2026.\n\n** **\n\n**Stock\nOptions**\n\n \n\nStock\noptions issued to employees typically vest over three\nyears and have a contractual term of seven\nyears. Stock-based compensation expense included\nin the Consolidated Statements of Operations was $13,772\nand $485,109\nfor the years ended March 31, 2026, and 2025, respectively.\nAs of March 31, 2026, all outstanding options were fully vested; therefore, there was no\nunrecognized stock option expense.\n\n \n\nF-23\n\n \n\n \n\nNo\nstock options were granted or valued during the year ended March 31, 2026; therefore, no weighted-average assumptions are presented\nfor the period.\n\n \n\nStock\noption activity for the years ended March 31, 2026 and 2025 was as follows:\n\n \n\nSCHEDULE OF STOCK OPTION ACTIVITY\n\n  \n\n**Options**\n\n**Outstanding**\n  \nWeighted- Average Exercise Price Per Share  \nWeighted-Average Remaining Contractual Life  \n**Aggregate Intrinsic Value (1)** \n\nBalance at March 31, 2024 \n 1,509,122  \n$1.98  \n 5.7 years  \n$- \n\nGranted \n 122,000  \n 0.80  \n -  \n - \n\nCancelled \n (1,473,168) \n 2.02  \n -  \n - \n\nBalance at March 31, 2025 \n 157,954  \n 0.86  \n 0.2 years  \n$- \n\nGranted \n -  \n -  \n -  \n - \n\nExercised \n -  \n -  \n -  \n - \n\nCancelled/Forfeited \n (122,000) \n 0.80  \n -  \n - \n\nBalance at March 31, 2026 \n 35,954  \n$1.06  \n 0.75 years   \n$- \n\n  \n    \n    \n    \n   \n\nOptions exercisable at March 31, 2026 \n 35,954  \n$1.06  \n 0.75 years  \n$- \n\n \n\n(1)\nThe\naggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock\nprice of $0.70 for the Company’s common stock on March 31, 2026, and the closing stock price of $0.60 for the Company’s\ncommon stock on March 31, 2025.\n\n \n\nF-24\n\n \n\n** **\n\n**Warrants**\n\n** **\n\nDuring\nthe year ended March 31, 2026, the Company issued warrants to purchase an aggregate of 2,490,000 shares of common stock as follows:\n\n \n\ni)\n470,000\nwarrants from June 2025 through January 2026 in connection with consulting agreements fair valued at $147,483 and recorded as stock compensation expense.\n\nii)\n2,020,000\nwarrants from January through March 2026 in connection with the sale of stock in a private offering\n\n \n\nThese\nwarrants’ fair values were arrived at by using the Black-Scholes valuation model with the following assumptions:\n\n \n\nSCHEDULE OF WARRANT’S USING BLACK-SCHOLES VALUATION\n\n \n\n  \n**Year Ended**  \n**Year Ended** \n\n  \n**March 31, 2026**  \n\n**March\n31, 2025**\n\n \n\nStock\nprice on valuation date \n$0.70-$1.15   \n$0.49\n- $0.68  \n\nExercise\nprice \n$0.75-$1.10  \n$\n0.50 -$3.00 \n\nTerm\n(years) \n 2.0\n– 3.0  \n 2.0\n– 3.0 \n\nVolatility \n 106.1-119.3%  \n 115.1%-140.1%\n\nRisk-free\nrate \n 3.72-3.81%  \n 4.02\n– 4.64%\n\n \n\nA\nsummary of warrant activity for the years ended March 31, 2026, and 2025 is as follows:\n\n \n\nSCHEDULE OF WARRANT ACTIVITY \n\n  \n\n**Number of**\n\n**Warrants**\n  \n\n**Weighted-**\n\n**Average**\n\n**Exercise**\n\n**Price**\n  \nWeighted Average Remaining Contractual Term (in years)  \n\n**Weighted-**\n\n**Average**\n\n**Exercisable**\n\n**Price**\n \n\n  \n   \n   \n   \n  \n\nOutstanding, March 31, 2024 \n 7,768,946  \n 3.29  \n 5.7  \n 3.29 \n\nIssued \n 7,110,232  \n -  \n -  \n - \n\nExpired \n (246,319) \n -  \n -  \n - \n\nOutstanding, March 31, 2025 \n 14,632,859  \n$2.40  \n 2.1  \n 2.40 \n\nGranted and issued \n 2,490,000  \n 0.83  \n 2.83  \n 0.83 \n\nExercised \n (940,000) \n 0.91  \n -  \n 0.97 \n\nExpired \n (183,778) \n -  \n -  \n - \n\nOutstanding, March 31, 2026 \n 15,999,081  \n -  \n 0  \n - \n\n  \n    \n    \n    \n   \n\nWarrants exercisable at March 31, 2026 \n 15,999,081  \n$2.26  \n 1.58  \n$2.26 \n\n \n\nDuring\nthe year ended March 31, 2025, the Company issued warrants to purchase an aggregate of 7,110,232 shares of common stock as follows:\n\n \n\ni)\n430,798\nwarrants in April 2024 in connection with the conversion of convertible debentures to common stock valued at $96,456;\n\nii)\n1,889,434\nwarrants in May 2024 in connection with the sale of stock in a private offering;\n\niii)\n3,045,000\nwarrants in July 2024 in connection with the sale of Series A preferred stock in a private offering;\n\niv)\n250,000\nwarrants in February and March 2025 in connection with the purchase of an exclusive license agreement with VetStem; fair value of\n$46,030;\n\nvi)\n1,000,000\nwarrants in February 2025 in connection with the investment in Digital Landia fair valued at $35,197;\n\nvii)\n95,000\nwarrants in March 2025 to a service provider fair valued at $15,775\n\n \n\nF-25\n\n \n\n \n\nWarrants expense was recorded at $343,184\nand $300,230\nfor the year ended March 31, 2026 and 2025, respectively. At\nMarch 31, 2026, unrecognized warrant expense of $344,021\nis expected to be recognized on a quarterly basis over the\nremaining 13 to 35 month vesting period.\n\n \n\n**NOTE\n14 – INCOME TAXES**\n\n \n\nNo income tax benefit has been recorded for the years\nended March 31, 2026, and 2025, as the Company has incurred operating losses and maintains a full valuation allowance against its net\ndeferred tax assets.\n\n \n\nThe following table presents the tax effects of temporary\ndifferences that give rise to significant portions of the deferred tax assets and liabilities as of March 31, 2026, and 2025:\n\n  SCHEDULE OF DEFERRED TAX\n\n  \nMarch 31, 2026  \nMarch 31, 2025 \n\nDeferred income tax asset: \n    \n   \n\nNet operating loss carryforwards \n$14,816,000  \n$12,723,000 \n\nStock compensation \n 2,398,000  \n 1,857,000 \n\nOther \n 637,000  \n 98,000 \n\nTotal deferred tax assets \n 17,851,000  \n 14,678,000 \n\nValuation allowance \n (17,851,000) \n (14,678,000)\n\nNet deferred tax assets \n$-  \n$- \n\n \n\nAs of March 31, 2026, the Company had net operating\nloss carryforwards of approximately $51,550,000 of which $7,000,000 has been accumulated in our pre-merger operating subsidiary, Gel-Del\nTechnologies, Inc. Internal Revenue Code (“IRC”) 382 potentially limits the utilization of net operating losses when there\nis a greater than 50% change in ownership. The Company has not performed an analysis under IRC 382 related to the changes in ownership,\nwhich could place certain limits on the company’s ability to utilize the NOLs.\n\n \n\nThe ultimate realization of deferred tax assets is dependent upon the\ngeneration of future taxable income during the periods in which those temporary differences become deductible. Management considers the\nscheduled reversal of deferred tax liabilities, the projected future taxable income and tax planning strategies in making this assessment.\nManagement concluded that it is more likely than not that the deferred tax assets will not be realized and, accordingly, has recorded\na full valuation allowance against the net deferred The change in the valuation allowance during the years ended March 31, 2026, and 2025\nwas $3,173,000 and\n$2,279,000, respectively. The net operating loss carryforwards prior to 2019, if\nnot utilized, generally expire twenty years from the date the loss was incurred, and losses incurred in 2019 and after are carried forward\nindefinitely and subject to annual limitations for federal purposes. Minnesota loss carryforwards expire fifteen years from the date the\nloss was incurred and are subject to annual limitations.\n\n \n\nA reconciliation of the benefit for income taxes\nto the amount computed by applying the 21% statutory U.S. federal income tax rate to income before income taxes after the adoption of\nASU 2023-09 is as follows for years ended March 31, 2026, and 2025:\n\n SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION\n\n  \n2026  \n2026  \n2025  \n2025 \n\nU.S. Federal Statutory Tax Rate \n$(2,199,471) \n 21.00% \n$(1,763,825) \n 21.00%\n\nState and Local Income Taxes(1) \n -  \n 0.00% \n -  \n 0.00%\n\nDomestic Federal: \n    \n    \n    \n   \n\nNontaxable or Nondeductible items \n 40,889  \n -0.39% \n 32,489  \n -0.39%\n\nOther \n (159,733) \n 1.52% \n 66,212  \n -0.79%\n\nChanges in Valuation Allowance \n$2,318,315  \n -22.13% \n$1,665,124  \n -19.82%\n\nTotals \n -  \n 0.00% \n -  \n 0.00%\n\n \n\n \n(1)\nThe state that contributes to the majority (greater than 50%) of the tax effect in this category\nis Minnesota.\n\n \n\nNo\nincome taxes were paid during the years ended March 31, 2026 and 2025.\n\n \n\nAs of March 31, 2026 and 2025, the Company had no unrecognized tax\nbenefits and did not incur any interest or penalties related to uncertain tax positions. Accordingly, no accrual for uncertain tax positions\nwas recorded as of those dates.\n\n \n\nThe\nCompany is subject to taxation in the U.S. and Minnesota. Tax years for 2022 and forward are subject to examination by tax authorities.\nThe Company is not currently under examination by any tax authority.\n\n \n\nAs\nof March 31, 2026, and 2025, the Company had no uncertain tax positions.\n\n \n\nF-26\n\n \n\n** **\n\n**NOTE\n15 – SEGMENT REPORTING**\n\n \n\nThe\nCompany manages the business activities on a consolidated basis and operates in one reportable segment. The Company’s\nreportable segment is an emerging biomedical device company focused on the manufacturing, commercialization, and licensing of\ninnovative medical devices and therapeutics for animals. The segment is animal health products. As the Company has one reportable\nsegment, sales and marketing, research and development, including clinical trial expenses and general and administrative expenses\nare equal to consolidated results. Financial results for the Company’s reportable segment have been prepared using a\nmanagement approach, which is consistent with the basis and manner in which financial information is evaluated by the\nCompany’s Chief Operating Decision Maker (“CODM”) in allocating resources and in assessing performance. The\nCompany’s CODM is the Chief Executive Officer. The measurement of segment profit or loss that the CODM uses to evaluate the\nperformance of the Company’s segment is net income attributable to animal health financial budgets and actual results used by\nthe CODM to assess performance and allocate resources, as well as strategic decisions related to headcount and other expenditures\nare reviewed on a consolidated basis. The CODM considers the impact of the significant segment expenses in the table below on\noperating income (loss) when deciding where and when to make expenditures.\n\n \n\nSCHEDULE\nOF SEGMENT INFORMATION\n\n  \n2026  \n2025 \n\n  \nFor the Years Ended March 31, \n\n  \n2026  \n2025 \n\nNET REVENUE \n$1,141,607  \n$1,132,533 \n\nCost of Sales \n 386,856  \n 137,677 \n\nGross Profit \n 754,751  \n 994,856 \n\nOPERATING EXPENSES \n    \n   \n\nSales and marketing \n 3,069,104  \n 2,644,095 \n\nResearch and development \n 1,415,032  \n 1,583,250 \n\nGeneral and administrative \n 4,333,577  \n 4,823,230 \n\nImpairment expense \n \n1,000,000\n  \n \n-\n \n\nTotal operating expenses \n 9,817,713  \n 9,050,575 \n\nNET OPERATING LOSS \n (9,062,962) \n (8,055,720)\n\n \n\n**NOTE\n16 – SUBSEQUENT EVENTS**\n\n** **\n\nOn\nApril 7, 2026, the Company received $600,000\nproceeds from the March 31, 2026 subscription receivable, in connection with the sale of 750,000\nshares of common stock issued at $0.80\nper share recorded against a subscription receivable and common stock to be issued on March 31, 2026.\n\n \n\nIn\nApril 2026, the Company issued an aggregate of 70,652 shares of common stock to an employee and board members\nwith a fair value on the date of grant of $49,750, recorded as stock compensation expense.\n\n \n\nIn\nApril 2026, the Company issued 176,174\nshares of common stock, with a fair value of $125,000\nto settle $125,000\nof accrued dividends on Series B Preferred Stock.\n\n \n\nIn\nMay 2026, the Company issued an aggregate of 325,000\nshares of common stock to employees for performance bonuses with a fair value of $253,500\nrecognized as compensation expense on the date of issuance.\n\n \n\nIn\nMay 2026, the Company issued 25,000\nshares of common stock to an employee pursuant to an employment agreement as compensation with a fair value of $19,975\nrecognized as compensation expense on the date of issuance.\n\n \n\nOn\nJune 8, 2026, the Company signed a private placement subscription agreement with one investor for a total of 1,875,000\nshares of common stock with a fair value of $0.80\nper share for total proceeds of $1,500,000\nrecorded as a subscription receivable and common stock to be issued. Total proceeds received against the subscription receivable at\nJune 29, 2026 totaled $150,000\nfor 187,500\nshares of common stock. These shares have not been issued yet by the stock transfer agent, as of June 29, 2026.\n\n \n\nIn\nJune 2026, the Company issued 10,000\nshares of common stock to an employee pursuant to an employment agreement as compensation with a fair value of $7,000\nrecognized as compensation expense on the date of issuance.\n\n \n\nIn June 2026, the Company issued 200,000 shares of common stock to a service provider pursuant to a consulting agreement.\nThe shares had a fair value of $160,000, which will be recognized as advertising and promotion expense on a straight-line basis over the\nthree-month agreement term from June 15, 2026 through September 15, 2026.\n\n \n\nOn June 22, 2026, the Company entered into a promissory note totaling $150,000. The note accrues interest at a rate\nof 6% per annum, has a maturity date of June 22, 2027 and has no conversion terms.\n\n \n\nF-27\n\n** **"}