10-Q 1 cmxc-20220228.htm CELL MEDX CORP. - FORM 10-Q SEC FILING Cell MedX Corp. - Form 10-Q SEC filing
0001493712 --05-31 false 2022 Q3 0001493712 2021-06-01 2022-02-28 0001493712 2022-02-28 0001493712 2022-04-11 0001493712 2021-05-31 0001493712 2021-12-01 2022-02-28 0001493712 2020-12-01 2021-02-28 0001493712 2020-06-01 2021-02-28 0001493712 us-gaap:SalesMember 2021-06-01 2022-02-28 0001493712 us-gaap:SalesMember 2021-12-01 2022-02-28 0001493712 us-gaap:SalesMember 2020-12-01 2021-02-28 0001493712 us-gaap:SalesMember 2020-06-01 2021-02-28 0001493712 2020-05-31 0001493712 us-gaap:CommonStockMember 2020-05-31 0001493712 us-gaap:AdditionalPaidInCapitalMember 2020-05-31 0001493712 fil:ObligationToIssueSharesMember 2020-05-31 0001493712 fil:Reserves1Member 2020-05-31 0001493712 us-gaap:RetainedEarningsMember 2020-05-31 0001493712 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-05-31 0001493712 2020-06-01 2020-08-31 0001493712 us-gaap:CommonStockMember 2020-06-01 2020-08-31 0001493712 us-gaap:AdditionalPaidInCapitalMember 2020-06-01 2020-08-31 0001493712 fil:ObligationToIssueSharesMember 2020-06-01 2020-08-31 0001493712 fil:Reserves1Member 2020-06-01 2020-08-31 0001493712 us-gaap:RetainedEarningsMember 2020-06-01 2020-08-31 0001493712 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-06-01 2020-08-31 0001493712 2020-08-31 0001493712 us-gaap:CommonStockMember 2020-08-31 0001493712 us-gaap:AdditionalPaidInCapitalMember 2020-08-31 0001493712 fil:ObligationToIssueSharesMember 2020-08-31 0001493712 fil:Reserves1Member 2020-08-31 0001493712 us-gaap:RetainedEarningsMember 2020-08-31 0001493712 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-08-31 0001493712 2020-09-01 2020-11-30 0001493712 us-gaap:CommonStockMember 2020-09-01 2020-11-30 0001493712 us-gaap:AdditionalPaidInCapitalMember 2020-09-01 2020-11-30 0001493712 fil:ObligationToIssueSharesMember 2020-09-01 2020-11-30 0001493712 fil:Reserves1Member 2020-09-01 2020-11-30 0001493712 us-gaap:RetainedEarningsMember 2020-09-01 2020-11-30 0001493712 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-09-01 2020-11-30 0001493712 2020-11-30 0001493712 us-gaap:CommonStockMember 2020-11-30 0001493712 us-gaap:AdditionalPaidInCapitalMember 2020-11-30 0001493712 fil:ObligationToIssueSharesMember 2020-11-30 0001493712 fil:Reserves1Member 2020-11-30 0001493712 us-gaap:RetainedEarningsMember 2020-11-30 0001493712 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-11-30 0001493712 us-gaap:CommonStockMember 2020-12-01 2021-02-28 0001493712 us-gaap:AdditionalPaidInCapitalMember 2020-12-01 2021-02-28 0001493712 fil:ObligationToIssueSharesMember 2020-12-01 2021-02-28 0001493712 fil:Reserves1Member 2020-12-01 2021-02-28 0001493712 us-gaap:RetainedEarningsMember 2020-12-01 2021-02-28 0001493712 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-12-01 2021-02-28 0001493712 2021-02-28 0001493712 us-gaap:CommonStockMember 2021-02-28 0001493712 us-gaap:AdditionalPaidInCapitalMember 2021-02-28 0001493712 fil:ObligationToIssueSharesMember 2021-02-28 0001493712 fil:Reserves1Member 2021-02-28 0001493712 us-gaap:RetainedEarningsMember 2021-02-28 0001493712 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-02-28 0001493712 us-gaap:CommonStockMember 2021-05-31 0001493712 us-gaap:AdditionalPaidInCapitalMember 2021-05-31 0001493712 fil:ObligationToIssueSharesMember 2021-05-31 0001493712 fil:Reserves1Member 2021-05-31 0001493712 us-gaap:RetainedEarningsMember 2021-05-31 0001493712 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-05-31 0001493712 2021-06-01 2021-08-31 0001493712 us-gaap:CommonStockMember 2021-06-01 2021-08-31 0001493712 us-gaap:AdditionalPaidInCapitalMember 2021-06-01 2021-08-31 0001493712 fil:ObligationToIssueSharesMember 2021-06-01 2021-08-31 0001493712 fil:Reserves1Member 2021-06-01 2021-08-31 0001493712 us-gaap:RetainedEarningsMember 2021-06-01 2021-08-31 0001493712 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-06-01 2021-08-31 0001493712 2021-08-31 0001493712 us-gaap:CommonStockMember 2021-08-31 0001493712 us-gaap:AdditionalPaidInCapitalMember 2021-08-31 0001493712 fil:ObligationToIssueSharesMember 2021-08-31 0001493712 fil:Reserves1Member 2021-08-31 0001493712 us-gaap:RetainedEarningsMember 2021-08-31 0001493712 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-08-31 0001493712 2021-09-01 2021-11-30 0001493712 us-gaap:CommonStockMember 2021-09-01 2021-11-30 0001493712 us-gaap:AdditionalPaidInCapitalMember 2021-09-01 2021-11-30 0001493712 fil:ObligationToIssueSharesMember 2021-09-01 2021-11-30 0001493712 fil:Reserves1Member 2021-09-01 2021-11-30 0001493712 us-gaap:RetainedEarningsMember 2021-09-01 2021-11-30 0001493712 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-09-01 2021-11-30 0001493712 2021-11-30 0001493712 us-gaap:CommonStockMember 2021-11-30 0001493712 us-gaap:AdditionalPaidInCapitalMember 2021-11-30 0001493712 fil:ObligationToIssueSharesMember 2021-11-30 0001493712 fil:Reserves1Member 2021-11-30 0001493712 us-gaap:RetainedEarningsMember 2021-11-30 0001493712 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-11-30 0001493712 us-gaap:CommonStockMember 2021-12-01 2022-02-28 0001493712 us-gaap:AdditionalPaidInCapitalMember 2021-12-01 2022-02-28 0001493712 fil:ObligationToIssueSharesMember 2021-12-01 2022-02-28 0001493712 fil:Reserves1Member 2021-12-01 2022-02-28 0001493712 us-gaap:RetainedEarningsMember 2021-12-01 2022-02-28 0001493712 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-12-01 2022-02-28 0001493712 us-gaap:CommonStockMember 2022-02-28 0001493712 us-gaap:AdditionalPaidInCapitalMember 2022-02-28 0001493712 fil:ObligationToIssueSharesMember 2022-02-28 0001493712 fil:Reserves1Member 2022-02-28 0001493712 us-gaap:RetainedEarningsMember 2022-02-28 0001493712 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-02-28 0001493712 fil:DueToTheCeoMember 2022-02-28 0001493712 fil:DueToTheCeoMember 2021-05-31 0001493712 fil:DueToCfoMember 2022-02-28 0001493712 fil:DueToCfoMember 2021-05-31 0001493712 fil:DueToVpOfTechnologyAndOperationsMember 2022-02-28 0001493712 fil:DueToVpOfTechnologyAndOperationsMember 2021-05-31 0001493712 fil:DueToACompanyControlledByOurCooMember 2022-02-28 0001493712 fil:DueToACompanyControlledByOurCooMember 2021-05-31 0001493712 fil:DueToACompanyControlledByTheCooAndAMajorShareholderMember 2022-02-28 0001493712 fil:DueToACompanyControlledByTheCooAndAMajorShareholderMember 2021-05-31 0001493712 fil:DueToACompanyOfWhichTheCooIsADirectorOfMember 2022-02-28 0001493712 fil:DueToACompanyOfWhichTheCooIsADirectorOfMember 2021-05-31 0001493712 fil:ManagementFeesIncurredToACeoMember 2021-06-01 2022-02-28 0001493712 fil:ManagementFeesIncurredToACeoMember 2020-06-01 2021-02-28 0001493712 fil:ManagementFeesIncurredToTheCfoMember 2021-06-01 2022-02-28 0001493712 fil:ManagementFeesIncurredToTheCfoMember 2020-06-01 2021-02-28 0001493712 fil:ConsultingFeesIncurredToTheVpOfTechnologyAndOperationsMember 2021-06-01 2022-02-28 0001493712 fil:ConsultingFeesIncurredToTheVpOfTechnologyAndOperationsMember 2020-06-01 2021-02-28 0001493712 fil:ConsultingFeesIncurredToACompanyControlledByOurCooMember 2021-06-01 2022-02-28 0001493712 fil:ConsultingFeesIncurredToACompanyControlledByOurCooMember 2020-06-01 2021-02-28 0001493712 fil:RoyaltyIncurredToACompanyOfWhichCooIsADirectorMember 2021-06-01 2022-02-28 0001493712 fil:RoyaltyIncurredToACompanyOfWhichCooIsADirectorMember 2020-06-01 2021-02-28 0001493712 fil:RoyaltyIncurredToACompanyControlledByTheCooAndAMajorShareholderMember 2021-06-01 2022-02-28 0001493712 fil:RoyaltyIncurredToACompanyControlledByTheCooAndAMajorShareholderMember 2020-06-01 2021-02-28 0001493712 fil:PrepaidExpensesMember 2022-02-28 0001493712 fil:PrepaidExpensesMember 2021-05-31 0001493712 fil:ReceivablesAssociatedWithGstCellMedxCanadaMember 2022-02-28 0001493712 fil:ReceivablesAssociatedWithGstCellMedxCanadaMember 2021-05-31 0001493712 2020-06-01 2021-05-31 0001493712 fil:MonthlySubscMember 2021-12-01 2022-02-28 0001493712 fil:MonthlySubscMember 2020-12-01 2021-02-28 0001493712 fil:MonthlySubscMember 2021-06-01 2022-02-28 0001493712 fil:MonthlySubscMember 2020-06-01 2021-02-28 0001493712 fil:SalesOfEbalanceDevicesMember 2021-12-01 2022-02-28 0001493712 fil:SalesOfEbalanceDevicesMember 2020-12-01 2021-02-28 0001493712 fil:SalesOfEbalanceDevicesMember 2021-06-01 2022-02-28 0001493712 fil:SalesOfEbalanceDevicesMember 2020-06-01 2021-02-28 0001493712 fil:CostOfEbalanceDevicesMember 2021-12-01 2022-02-28 0001493712 fil:CostOfEbalanceDevicesMember 2020-12-01 2021-02-28 0001493712 fil:CostOfEbalanceDevicesMember 2021-06-01 2022-02-28 0001493712 fil:CostOfEbalanceDevicesMember 2020-06-01 2021-02-28 0001493712 fil:RoyaltyPayableForEbalanceDevicesMember 2021-12-01 2022-02-28 0001493712 fil:RoyaltyPayableForEbalanceDevicesMember 2020-12-01 2021-02-28 0001493712 fil:RoyaltyPayableForEbalanceDevicesMember 2021-06-01 2022-02-28 0001493712 fil:RoyaltyPayableForEbalanceDevicesMember 2020-06-01 2021-02-28 0001493712 fil:ShortTermLoan1Member 2022-02-28 0001493712 fil:ShortTermLoan2Member 2022-02-28 0001493712 fil:ShortTermLoan3Member 2022-02-28 0001493712 fil:ShortTermLoan1Member 2021-05-31 0001493712 fil:ShortTermLoan2Member 2021-05-31 0001493712 fil:ShortTermLoan3Member 2021-05-31 0001493712 fil:N2NonConvertibleLoansPayableMember 2022-02-28 0001493712 fil:N2NonConvertibleLoansPayableMember 2021-05-31 0001493712 fil:N2NonConvertibleLoansPayableMember 2021-06-01 2022-02-28 0001493712 fil:N2NonConvertibleLoansPayableMember 2020-06-01 2021-02-28 0001493712 fil:N3RelatedPartyLoansPayableMember 2022-02-28 0001493712 fil:N3RelatedPartyLoansPayableMember 2021-05-31 0001493712 fil:N3RelatedPartyLoansPayableSubsidiaryMember 2021-06-01 2022-02-28 0001493712 fil:N3RelatedPartyLoansPayableSubsidiaryMember 2022-02-28 0001493712 fil:N3RelatedPartyLoansPayableSubsidiaryMember 2021-05-31 0001493712 fil:N3RelatedPartyLoansPayableSubsidiaryMember 2020-06-01 2021-02-28 0001493712 fil:N3RelatedPartyLoansPayableJeffsMember 2022-02-28 0001493712 fil:N3RelatedPartyLoansPayableJeffsMember 2021-05-31 0001493712 fil:N3RelatedPartyLoansPayableJeffsMember 2021-06-01 2022-02-28 0001493712 fil:N3RelatedPartyLoansPayableJeffsMember 2020-06-01 2021-02-28 0001493712 fil:RelatedPartyLoansPayableJeffs2Member 2022-02-28 0001493712 fil:RelatedPartyLoansPayableJeffs2Member 2021-05-31 0001493712 fil:RelatedPartyLoansPayableJeffs2Member 2021-06-01 2022-02-28 0001493712 fil:RelatedPartyLoansPayableMrsJeffsMember 2022-02-28 0001493712 fil:RelatedPartyLoansPayableMrsJeffsMember 2021-05-31 0001493712 fil:RelatedPartyLoansPayableMrsJeffsMember 2021-06-01 2022-02-28 0001493712 fil:LoanAgreementWithMrHargreavesTheCompanySDirectorAndVpOfTechnologyAndOperationsMember 2021-06-01 2022-02-28 0001493712 fil:LoanAgreementWithMrHargreavesTheCompanySDirectorAndVpOfTechnologyAndOperationsMember 2022-02-28 0001493712 fil:N5AdvancesPayableMember 2022-02-28 0001493712 fil:N5AdvancesPayableMember 2021-05-31 0001493712 fil:AdvancesDaCostaManagementMember 2022-02-28 0001493712 fil:AdvancesDaCostaManagementMember 2021-05-31 0001493712 fil:BrekTechMember 2022-02-28 0001493712 fil:BrekTechMember 2021-05-31 0001493712 fil:LiveCurrentMediaMember 2022-02-28 0001493712 fil:LiveCurrentMediaMember 2021-05-31 0001493712 fil:OptionsExercisedMember 2020-06-01 2021-02-28 0001493712 fil:OptionsExpiredMember 2021-06-01 2022-02-28 0001493712 fil:OptionsExpiredMember 2020-06-01 2021-02-28 0001493712 fil:WarrantsGrantedJan2920201Member 2022-02-28 0001493712 fil:WarrantsGrantedJan2920202Member 2022-02-28 0001493712 fil:WarrantsGrantedJuly3020Member 2022-02-28 0001493712 2022-03-01 2022-04-11 xbrli:pure iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

 Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended February 28, 2022

 

or

 

 Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

 

Commission File Number: 000-54500

 

Cell MedX Corp.

(Exact name of registrant as specified in its charter)

 

Nevada

 

38-3939625

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

123 W. Nye Ln, Suite 446

Carson City, NV

 

89706

(Address of principal executive offices)

 

(Zip code)

 

(844) 238-2692

(Registrant’s telephone number, including area code)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files).  Yes  No

 

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

 

Large accelerated filer  

 

Accelerated filer  

Non-accelerated filer  

 

Smaller Reporting Company

 

 

Emerging Growth Company

 

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act.)  Yes  No

 

The number of shares of the Registrant’s common stock, par value $.001 per share, outstanding as of April 11, 2022, was 62,923,063.


i


 

CONTENTS

 

 

PART I - FINANCIAL INFORMATION

1

Item 1. Financial Statements

1

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

2

Item 3. Quantitative and Qualitative Disclosure about Market Risk

6

Item 4. Controls and Procedures

7

PART II - OTHER INFORMATION

8

Item 1. Legal Proceedings

8

Item 1A. Risk Factors

8

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

12

Item 3. Defaults upon Senior Securities

12

Item 4. Mine Safety Disclosures

12

Item 5. Other Information

12

Item 6. Exhibits

13

SIGNATURES

16

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


ii


PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

The accompanying unaudited condensed consolidated financial statements of Cell MedX Corp. as at February 28, 2022, have been prepared by the Company’s management in conformity with accounting principles generally accepted in the United States of America and in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders’ deficit in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.

 

Operating results for the three- and nine-month periods ended February 28, 2022, are not necessarily indicative of the results that can be expected for the year ending May 31, 2022.

 

As used in this Quarterly Report, the terms “we,” “us,” “our,” “Cell MedX,” and the “Company” mean Cell MedX Corp. and its subsidiary, Cell MedX (Canada) Corp., unless otherwise indicated. All dollar amounts in this Quarterly Report are expressed in U.S. dollars.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


1


CELL MEDX CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

 

February 28, 2022

 

May 31, 2021

ASSETS

 

 

 

 

 

 

 

Current assets

 

 

 

Cash

$

30,736

 

$

20,753

Other current assets

 

23,959

 

 

30,294

Total current assets

 

54,695

 

 

51,047

 

 

 

 

 

 

Equipment

 

205

 

 

1,195

Total assets

$

54,900

 

$

52,242

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

Liabilities

 

 

 

 

 

Accounts payable

$

421,135

 

$

431,593

Accrued liabilities

 

4,350

 

 

35,183

Due to related parties

 

908,053

 

 

817,856

Notes and advances payable

 

561,167

 

 

343,668

Total liabilities

 

1,894,705

 

 

1,628,300

 

 

 

 

 

 

STOCKHOLDERS’ DEFICIT

 

 

 

 

 

Common stock, $0.001 par value, 300,000,000 shares authorized;

62,923,063 and 62,073,064 shares issued and outstanding at

February 28, 2022 and at May 31, 2021, respectively

 

62,923

 

 

62,073

Additional paid-in capital

 

7,272,701

 

 

7,076,476

Reserves

 

366,493

 

 

366,493

Accumulated deficit

 

(9,495,174)

 

 

(8,960,356)

Accumulated other comprehensive loss

 

(46,748)

 

 

(120,744)

Total stockholders’ deficit

 

(1,839,805)

 

 

(1,576,058)

Total liabilities and stockholders’ deficit

$

54,900

 

$

52,242

 

 

 

 

 

 

 

 

 

 

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


F-1


 

CELL MEDX CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

 

 

Three Months Ended

February 28,

 

Nine Months Ended

February 28,

2022

2021

 

2022

2021

 

 

 

 

 

 

Revenue

 

 

 

 

 

Sales

$

422

$

4,374

 

$

3,290

$

7,712

Cost of goods sold

 

308

 

2,706

 

 

1,496

 

4,063

Gross margin

 

114

 

1,668

 

 

1,794

 

3,649

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

Amortization

 

198

 

520

 

 

941

 

1,888

Consulting fees

 

36,917

 

63,746

 

 

166,025

 

203,133

Distribution expenses

 

-

 

-

 

 

-

 

261

General and administrative expenses

 

44,755

 

37,232

 

 

254,234

 

150,735

Research and development costs

 

30,884

 

70,145

 

 

98,181

 

193,820

Total operating expenses

 

112,754

 

171,643

 

 

519,381

 

549,837

 

 

 

 

 

 

 

 

 

 

Other items

 

 

 

 

 

 

 

 

 

Interest

 

(6,849)

 

(9,033)

 

 

(17,231)

 

(23,358)

Net loss

 

(119,489)

 

(179,008)

 

 

(534,818)

 

(569,546)

 

 

 

 

 

 

 

 

 

 

Foreign currency translation income (loss)

 

(11,772)

 

(26,786)

 

 

73,996

 

(90,895)

Comprehensive loss

$

(131,261)

$

(205,794)

 

$

(460,822)

$

(660,441)

 

 

 

 

 

 

 

 

 

 

Net loss per common share

Basic and diluted

$

(0.00)

$

(0.00)

 

$

(0.01)

$

(0.01)

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding

Basic and diluted

 

62,923,063

 

59,388,564

 

 

62,756,946

 

58,054,426

 

 

 

 

 

 

 

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


F-2


CELL MEDX CORP.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

 

 

Common Stock

 

 

 

 

 

 

Shares

Amount

Additional

Paid-in

Capital

Obligation

to Issue

Shares

Reserves

Deficit

Accumulated

Accumulated Other

Comprehensive

Income (Loss)

Total

 

 

 

 

 

 

 

 

 

Balance - May 31, 2020

55,915,709

$

55,916

$

5,988,153

$

80,000

$

366,493

$

(8,049,520)

$

38,614

$

(1,520,344)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued for cash

988,000

 

988

 

246,012

 

(80,000)

 

-

 

-

 

-

 

167,000

Shares issued on exercise of options

2,484,855

 

2,485

 

121,758

 

-

 

-

 

-

 

-

 

124,243

Net loss for the  three months ended August 31, 2020

-

 

-

 

-

 

-

 

-

 

(201,202)

 

-

 

(201,202)

Translation to reporting currency

-

 

-

 

-

 

-

 

-

 

-

 

(56,882)

 

(56,882)

Balance - August 31, 2020

59,388,564

 

59,389

 

6,355,923

 

-

 

366,493

 

(8,250,722)

 

(18,268)

 

(1,487,185)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the  three months ended November 30, 2020

-

 

-

 

-

 

-

 

-

 

(189,336)

 

-

 

(189,336)

Translation to reporting currency

-

 

-

 

-

 

-

 

-

 

-

 

(7,227)

 

(7,227)

Balance - November 30, 2020

59,388,564

 

59,389

 

6,355,923

 

-

 

366,493

 

(8,440,058)

 

(25,495)

 

(1,683,748)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the  three months ended February 28, 2021

-

 

-

 

-

 

-

 

-

 

(179,008)

 

-

 

(179,008)

Translation to reporting currency

-

 

-

 

-

 

-

 

-

 

-

 

(26,786)

 

(26,786)

Balance - February 28, 2021

59,388,564

$

59,389

$

6,355,923

$

-

$

366,493

$

(8,619,066)

$

(52,281)

$

(1,889,542)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - May 31, 2021

62,073,064

$

62,073

$

7,076,476

$

-

$

366,493

$

(8,960,356)

$

(120,744)

$

(1,576,058)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued for cash

400,000

 

400

 

99,600

 

-

 

-

 

-

 

-

 

100,000

Shares issued on exercise of warrants

300,000

 

300

 

59,700

 

-

 

-

 

-

 

-

 

60,000

Shares issued for services

149,999

 

150

 

36,925

 

-

 

-

 

-

 

-

 

37,075

Net loss for the  three months ended August 31, 2021

-

 

-

 

-

 

-

 

-

 

(239,352)

 

-

 

(239,352)

Translation to reporting currency

-

 

-

 

-

 

-

 

-

 

-

 

64,269

 

64,269

Balance - August 31, 2021

62,923,063

 

62,923

 

7,272,701

 

-

 

366,493

 

(9,199,708)

 

(56,475)

 

(1,554,066)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the  three months ended November 30, 2021

-

 

-

 

-

 

-

 

-

 

(175,977)

 

-

 

(175,977)

Translation to reporting currency

-

 

-

 

-

 

-

 

-

 

-

 

21,499

 

21,499

Balance – November 30, 2021

62,923,063

 

62,923

 

7,272,701

 

-

 

366,493

 

(9,375,685)

 

(34,976)

 

(1,708,544)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the  three months ended February 28, 2022

-

 

-

 

-

 

-

 

-

 

(119,489)

 

-

 

(119,489)

Translation to reporting currency

-

 

-

 

-

 

-

 

-

 

-

 

(11,772)

 

(11,772)

Balance - February 28, 2022

62,923,063

$

62,923

$

7,272,701

$

-

$

366,493

$

(9,495,174)

$

(46,748)

$

(1,839,805)

 

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


F-3


CELL MEDX CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

 

 

Nine Months Ended

February 28,

2022

 

2021

 

 

 

 

Cash flows used in operating activities

 

 

 

Net loss

$

(534,818)

 

$

(569,546)

Adjustments to reconcile net loss to net cash used in operating activities

 

 

 

 

 

Accrued interest on notes payable

 

17,231

 

 

23,358

Amortization

 

941

 

 

1,888

Non-cash investor relations fees

 

37,075

 

 

16,500

Unrealized foreign exchange loss (gain)

 

50,191

 

 

(69,502)

Changes in operating assets and liabilities

 

 

 

 

 

Inventory

 

-

 

 

7,672

Other current assets

 

5,199

 

 

21,833

Accounts payable

 

(1,124)

 

 

79,932

Accrued liabilities

 

(30,833)

 

 

(30,144)

Due to related parties

 

100,125

 

 

105,497

Net cash flows used in operating activities

 

(356,013)

 

 

(412,512)

 

 

 

 

 

 

Cash flows used in investing activities

 

 

 

 

 

Acquisition of equipment

 

-

 

 

(1,574)

Net cash used in investing activities

 

-

 

 

(1,574)

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

Proceeds from notes payable

 

205,875

 

 

226,186

Proceeds from subscription to shares

 

160,000

 

 

167,000

Net cash provided by financing activities

 

365,875

 

 

393,186

 

 

 

 

 

 

Effects of foreign currency exchange on cash

 

121

 

 

1,777

Increase (decrease) in cash

 

9,983

 

 

(19,123)

Cash, beginning

 

20,753

 

 

45,090

Cash, ending

$

30,736

 

$

25,967

 

 

 

 

 

 

Non-cash financing transactions:

 

 

 

 

 

Exercise of options for debt

$

-

 

$

124,243

 

 

 

 

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


F-4


 

CELL MEDX CORP.

NOTES TO THE CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 28, 2022

(Unaudited)

 

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS

 

Cell MedX Corp. (Cell MedX, or the “Company”) was incorporated under the laws of the State of Nevada. On April 26, 2016, the Company formed a subsidiary, Cell MedX (Canada) Corp. (“Cell MedX Canada”) under the laws of the province of British Columbia. Cell MedX is a biotech company focusing on the discovery, development and commercialization of therapeutic and non-therapeutic products that promote general wellness.

 

Unaudited Interim Financial Statements

The unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”). They do not include all information and footnotes required by GAAP for complete financial statements. Except as disclosed herein, there have been no material changes in the information disclosed in the notes to the consolidated financial statements for the year ended May 31, 2021, included in the Company’s Annual Report on Form 10-K, filed with the SEC on August 30, 2021. The interim unaudited condensed consolidated financial statements for the three and nine-month periods ended February 28, 2022, should be read in conjunction with those audited consolidated financial statements included in Form 10-K. In the opinion of management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three- and nine-month periods ended February 28, 2022, are not necessarily indicative of the results that may be expected for the year ending May 31, 2022.

 

Going concern

The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. As of February 28, 2022, the Company has not achieved profitable operations and has accumulated a deficit of $9,495,174. Continuation as a going concern is dependent upon the ability of the Company to obtain the necessary financing to meet obligations and pay its liabilities arising from normal business operations when they come due and ultimately upon its ability to achieve profitable operations. The outcome of these matters cannot be predicted with any certainty at this time and raises substantial doubt that the Company will be able to continue as a going concern. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. Management intends to obtain additional funding by borrowing funds from its directors and officers, issuing promissory notes, and/or private placement of common stock.

 

Risks related to the continued expansion of the COVID-19 pandemic

The Company is cognizant of the continued expansion of the COVID-19 pandemic and the resulting global implications. To date, the Company has experienced minor disruptions to the Company’s day-to-day operations associated with delayed services resulting from various COVID-19 restrictions and shortage of man power experienced by some of the Company’s service providers. The Company cautions that there continues to be a possibility for increase of the restrictions currently in place, or addition of new restrictions currently not known to the Company. The impact of these restrictions on the Company’s operations, if implemented, is currently unknown but could be significant.

 

 

 

 


F-5


 

NOTE 2 - RELATED PARTY TRANSACTIONS

 

Amounts due to related parties, other than advances and notes payable to related parties (Note 6) at February 28, 2022, and at May 31, 2021:

 

February 28, 2022

 

May 31, 2021

Due to the Chief Executive Officer (“CEO”)

$

124,200

 

$

115,200

Due to the Chief Financial Officer (“CFO”)

 

5,500

 

 

6,228

Due from the Vice President (“VP”), Technology and Operations

 

(2,650)

 

 

(3,682)

Due to a company controlled by the Chief Operating Officer (“COO”)

 

777,595

 

 

696,878

Due to a company controlled by the COO and a major shareholder

 

3,124

 

 

2,996

Due to Live Current Media, Inc. (“LIVC”), of which the COO is a director

 

284

 

 

236

Due to related parties

$

908,053

 

$

817,856

 

The amounts due to related parties are unsecured, due on demand and bear no interest.

 

During the nine-month periods ended February 28, 2022 and 2021, the Company had the following transactions with related parties:

 

February 28,

2022

 

February 28,

2021

Management fees incurred to the CEO

$

9,000

 

$

9,000

Management fees incurred to the CFO

 

22,500

 

 

21,000

Consulting fees incurred to the VP, Technology and Operations

 

35,909

 

 

34,019

Consulting fees incurred to the company controlled by the COO

 

94,116

 

 

117,227

Royalty incurred to LIVC, of which the COO is a director

 

60

 

 

99

Royalty incurred to the company controlled by the COO and a major shareholder

 

278

 

 

267

Total transactions with related parties

$

161,863

 

$

181,612

 

NOTE 3 - OTHER CURRENT ASSETS

 

As at February 28, 2022, other current assets consisted of $16,970 in prepaid expenses (May 31, 2021 - $17,871) and $6,989 in receivables associated with GST Cell MedX Canada paid on taxable supplies (May 31, 2021 - $12,423).

 

NOTE 4 - EQUIPMENT

 

Changes in the net book value of the equipment at February 28, 2022 and May 31, 2021 are as follows:

 

 

February 28, 2022

 

May 31, 2021

Net book value, beginning of the period

$

1,195

 

$

1,836

Changes during the period

 

-

 

 

1,574

Amortization

 

(941)

 

 

(2,434)

Foreign exchange

 

(49)

 

 

219

Net book value, end of the period

$

205

 

$

1,195


F-6


 

NOTE 5 - REVENUE

 

During the three- and nine-month periods ended February 28, 2022, and 2021 the Company’s revenue consisted of sales of its eBalance® devices and monthly subscriptions to eBalance® microcurrent treatments.  Following are the details of revenue and associated costs:

 

 

Three months ended

February 28,

 

Nine months ended

February 28,

 

2022

2021

 

2022

2021

Monthly subscriptions

$

422

$

2,088

 

$

2,090

$

5,426

Sales of eBalance® devices

 

-

 

2,286

 

 

1,200

 

2,286

Cost of eBalance® devices and services

 

(298)

 

(2,393)

 

 

(1,158)

 

(3,697)

Royalty payable

 

(10)

 

(313)

 

 

(338)

 

(366)

Gross margin

$

114

$

1,668

 

$

1,794

$

3,649

 

 

NOTE 6 - NOTES AND ADVANCES PAYABLE

 

The tables below summarize the notes and advances outstanding as at February 28, 2022, and May 31, 2021:

 

As at February 28, 2022

Principal

Outstanding

Interest Rate

per Annum

 

Accrued

Interest(4)

Total Book

Value

$

95,571

6%

Non-convertible(1)

$

13,538

$

109,109

 

391,863

6%

Related party(2)

 

19,430

 

411,293

 

40,765

0%

Advances(3)

 

-

 

40,765

$

528,199

 

 

$

32,968

$

561,167

 

As at May 31, 2021

Principal

Outstanding

Interest Rate

per Annum

 

Accrued

Interest(4)

Total Book

Value

$

96,845

6%

Non-convertible(1)

$

8,986

$

105,831

 

189,086

6%

Related party(2)

 

7,169

 

196,255

 

41,582

0%

Advances(3)

 

-

 

41,582

$

327,513

 

 

$

16,155

$

343,668

 

(1) Non-convertible Loans Payable

 

As at February 28, 2022, the Company owed a total of $109,109 under 6% notes payable which were due on demand (May 31, 2021 - $105,831). During the nine-month period ended February 28, 2022, the Company recorded $4,790 in interest on these loans (February 28, 2021 - $3,487).

 

(2) Related Party Loans Payable

 

As at February 28, 2022, the Company owed a total of $411,293 to related parties (May 31, 2021 - $196,255) of which $19,430 was associated with interest accrued on the principal balances owed under the notes payable (May 31, 2021 - $7,169).

 

During the nine-month period ended February 28, 2022, the Company’s subsidiary, Cell MedX Canada, entered into a number of loan agreements with Mr. Jeffs, the Company’s major shareholder, for a total of $200,000 in exchange for unsecured notes payable due on demand and accumulating interest at 6% annual interest compounded monthly. As at February 28, 2022, the Company owed a total of $348,915 (May 31, 2021 - $140,860) under unsecured notes payable with Mr. Jeffs, of which $15,522 (May 31, 2021 - $5,766) was associated with accrued interest. During the nine-month period ended February 28, 2022, the Company recorded $9,870 in interest on the notes payable due to Mr. Jeffs (February 28, 2021 - $2,394).


F-7


 

 

As at February 28, 2022, the Company owed a total of $17,376 under a loan agreement with Mr. David Jeffs, the CEO and President of LIVC (May 31, 2021 - $17,477). The loan bears interest at 6% per annum compounded monthly, is unsecured, and payable on demand and/or from the proceeds of warrants the Company issued to LIVC. During the nine-month period ended February 28, 2022, the Company recorded $769 in interest on the principal (February 28, 2021 - $599).

 

As at February 28, 2022, the Company owed a total of $26,525 under a loan agreement with a company of which Mr. David Jeffs is a director of (May 31, 2021 - $25,363). The loan bears interest at 6% per annum compounded monthly, is unsecured, and is payable on demand. During the nine-month period ended February 28, 2022, the Company recorded $1,161 in interest on the principal (February 28, 2021 - $Nil).

 

As at February 28, 2022, the Company owed a total of $12,482 under a loan agreement with Mrs. Jeffs, wife of Mr. Jeffs (May 31, 2021 - $12,554). The loan bears interest at 6% per annum compounded monthly, is unsecured, and is payable on demand. During the nine-month period ended February 28, 2022, the Company recorded $552 in interest on the principal (February 28, 2021 - $Nil).

 

During the nine-month period ended February 28, 2022, the Company entered into a loan agreement with Mr. Hargreaves, the Company’s director and VP of Technology and Operations, for $5,875 in exchange for unsecured note payable due on demand and accumulating interest at 6% annual interest compounded monthly. As at February 28, 2022, the Company owed $5,995 (May 31, 2021 - $Nil) under unsecured note payable with Mr. Hargreaves. During the nine-month period ended February 28, 2022, the Company recorded $89 in interest on the note payable due to Mr. Hargreaves (February 28, 2021 - $Nil).

 

(3) Advances Payable

 

As at February 28, 2022, the Company owed a total of $40,765 (May 31, 2021 - $41,582) for advances the Company received in its fiscal 2020 and 2021 years. The advances are non-interest bearing, unsecured, and payable on demand. Of the total amount advanced, $3,952 was owed to Da Costa Management Corp, a company owned by John da Costa, the Company’s COO and Director (May 31, 2021 - $4,156), $11,813 (May 31, 2021 - $12,426) was owed to Brek Technologies Inc., a company controlled by Mr. da Costa and Mr. Jeffs (Note 2), and $25,000 (May 31, 2021 - $25,000) was owed to Mr. David Jeffs.

 

(4) Interest Expense

 

During the nine-month period ended February 28, 2022, the Company recorded a total of $17,231 (February 28, 2021 - $23,358) in interest expense associated with its liabilities under the notes and advances payable.

 

NOTE 7 - SHARE CAPITAL

 

On August 9, 2021, the Company issued 400,000 shares of its common stock as part of a non-brokered private placement for total proceeds of $100,000.

 

During the nine-month period ended February 28, 2022, the Company issued 300,000 shares on exercise of warrants for total proceeds of $60,000.

 

During the nine-month period ended February 28, 2022, the Company issued 149,999 shares for services with a fair value of $37,075.

 

 


F-8


 

Options

 

The changes in the number of stock options outstanding during the nine-month period ended February 28, 2022, and for the year ended May 31, 2021, are as follows:

 

 

Nine months ended

February 28, 2022

 

Year ended

May 31, 2021

 

Number of

options

Weighted

average

exercise price

 

Number of

options

Weighted

average

exercise price

Options outstanding, beginning

2,550,000

$

0.35

 

7,050,000

$

0.24

Options exercised

-

$

n/a

 

(2,484,855)

$

0.05

Options expired

(500,000)

$

0.35

 

(2,015,145)

$

0.35

Options outstanding, ending

2,050,000

$

0.35

 

2,550,000

$

0.35

 

Details of options outstanding and exercisable as at February 28, 2022, are as follows:

 

Number of options outstanding

and exercisable

Exercise price

Grant date

Expiry date

2,050,000

$0.35

August 24, 2017

August 23, 2022

 

At February 28, 2022, the weighted average remaining contractual life of the stock options outstanding was 0.48 years.

 

Warrants

 

The changes in the number of warrants outstanding during the nine-month period ended February 28, 2022 and for the year ended May 31, 2021, are as follows:

 

 

Nine months ended

February 28, 2022

 

Year ended

May 31, 2021

 

Number of

warrants

Weighted

average

exercise price

 

Number of

warrants

Weighted

average

exercise price

Warrants outstanding, beginning

16,132,605

$

1.02

 

18,864,605

$

0.94

Warrants issued

-

$

n/a

 

988,000

$

0.50

Warrants exercised

(300,000)

$

0.20

 

-

$

n/a

Warrants expired

(12,844,605)

$

1.12

 

(3,720,000)

$

1.10

Warrants outstanding, ending

2,988,000

$

0.67

 

16,132,605

$

1.02

 

Details of warrants outstanding as at February 28, 2022, are as follows:

 

Number of warrants

exercisable

Grant date

Exercise price

1,000,000

January 29, 2020

$0.50 expiring on March 12, 2023

1,000,000

January 29, 2020

$1.00 expiring on March 12, 2023

988,000

July 30, 2020

$0.50 expiring on July 30, 2022

2,988,000

 

 

 

At February 28, 2022, the weighted average life and exercise price of the warrants was 0.83 years and $0.67, respectively.

 

NOTE 8 - SUBSEQUENT EVENTS

 

Subsequent to February 28, 2022, the Company entered into a loan agreement for CAD$50,000 with Mr. Jeffs (Note 6). The loan bears interest at 6% per annum compounded monthly, is unsecured, and payable on demand.


F-9


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements, the notes to those financial statements and other financial information appearing elsewhere in this document. In addition to historical information, the following discussion and other parts of this document contain forward-looking statements that reflect plans, estimates, intentions, expectations and beliefs. Actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those set forth in the “Risk Factors” in Part II, Item 1A of this Quarterly Report.

 

The discussion provided in this Quarterly Report should be read in conjunction with our Annual Report on Form 10-K for the year ended May 31, 2021, filed with the United States Securities and Exchange Commission (the “SEC”) on August 30, 2021.

 

Overview

 

We were incorporated as Plandel Resources, Inc. under the laws of the State of Nevada on March 19, 2010. On March 24, 2014, we changed our name to Sports Asylum, Inc. and on September 30, 2014, we changed our name to Cell MedX Corp. to reflect our new business direction. On April 26, 2016, we formed a subsidiary, Cell MedX (Canada) Corp., (the “Subsidiary”) under the laws of the Province of British Columbia.

 

We are a biotech company focused on the discovery, development and commercialization of therapeutic and non-therapeutic products that promote general health, pain relief, wellness and alleviate complications associated with medical conditions including, but not limited to: diabetes, Parkinson’s disease, high blood pressure, neuropathy and kidney function. Our Subsidiary is engaged in development and manufacturing of therapeutic devices based on our proprietary eBalance® Technology, which harnesses power of microcurrents and their effects on human body.

 

Current uncertainty with respect to continued expansion of the COVID-19 pandemic

 

We are cognizant of the continued expansion of the COVID-19 pandemic and the resulting global implications. To date, we have experienced minor disruptions to our day-to-day operations associated with delayed services resulting from various COVID-19 restrictions and shortage of manpower experienced by some of our service providers. We caution that there continues to be a possibility for increase of the restrictions currently in place, or addition of new restrictions currently not known to us. The impact of these restrictions on our operations, if implemented, is currently unknown but could be significant.

 

Recent Corporate Developments

 

Update on eBalance® Research and Development Activities

 

In September 2021, the Company submitted a premarket notification (510K) to the U.S. Food and Drug Administration (FDA) for the eBalance® Home System and eBalance® Pro System.

 

The eBalance® Pro System and eBalance® Home System, are microcurrent electrotherapy systems intended to administer a specific variety of therapeutic microcurrent algorithms for temporary relief of pain associated with sore/aching muscles in the shoulders, waist, back, neck, upper extremities (arms) and lower extremities (legs) due to strain from exercise or normal household- or work-related activities, as well as for general relaxation.

 

The eBalance® Pro System is intended for use by professionals in the clinical setting and the eBalance® Home System is intended for home use by laypersons.

 

As of the date of this Quarterly Report on Form 10-Q we continue to work on our certification with FDA for premarket notification (510K).


2


 

Results of Operations for the Three and Nine Months ended February 28, 2022 and 2021

 

Our operating results for the three- and nine-month periods ended February 28, 2022 and 2021, and the changes in the operating results between those periods are summarized in the table below.

 

 

Three Months Ended

 

Nine Months Ended

 

 

February 28,

2022

February 28,

2021

Percentage

Increase/

(Decrease)

February 28,

2022

February 28,

2021

Percentage

Increase/

(Decrease)

Sales

$

422

$

4,374

(90.4)%

$

3,290

$

7,712

(57.3)%

Cost of goods

 

(308)

 

(2,706)

(88.6)%

 

(1,496)

 

(4,063)

(63.2)%

Gross margin

 

114

 

1,668

(93.2)%

 

1,794

 

3,649

(50.8)%

Operating expenses

 

 

 

 

 

 

 

 

 

 

Amortization

 

198

 

520

(61.9)%

 

941

 

1,888

(50.2)%

Consulting fees

 

36,917

 

63,746

(42.1)%

 

166,025

 

203,133

(18.3)%

Distribution expenses

 

-

 

-

n/a%

 

-

 

261

(100.0)%

General and administrative expenses

 

44,755

 

37,232

20.2%

 

254,234

 

150,735

68.7%

Research and development costs

 

30,884

 

70,145

(56.0)%

 

98,181

 

193,820

(49.3)%

Total operating expenses

 

112,754

 

171,643

(34.3)%

 

519,381

 

549,837

(5.5)%

Interest

 

6,849

 

9,033

(24.2)%

 

17,231

 

23,358

(26.2)%

Net loss

$

119,489

$

179,008

(33.2)%

$

534,818

$

569,546

(6.1)%

 

Revenues

 

During the three-month period ended February 28, 2022, we recognized $422 in monthly recurring revenue we received from sales of eBalance® treatment packages. The cost attributed to this revenue was $308. During the comparative three-month period ended February 28, 2021, we recognized $4,374 in revenue, which consisted of $2,286 we received from sales of our eBalance® wellness devices, and $2,088 from monthly recurring revenue associated with the eBalance® treatment packages. The cost attributed to this revenue was $2,706.

 

During the nine-month period ended February 28, 2022, we recognized $3,290 in revenue, which consisted of $1,200 in revenue from sales of eBalance® devices and $2,090 we received from monthly recurring revenue associated with the eBalance® treatment packages. The cost attributed to this revenue was $1,496. During the comparative nine-month period ended February 28, 2021, we recognized $7,712 in revenue, which consisted of $2,286 we received from sales of our eBalance® wellness devices, and $5,426 from monthly recurring revenue associated with the eBalance® treatment packages. The cost attributed to this revenue was $4,063.

 

As of the date of this Quarterly Report on Form 10-Q, we continue research and further development of our eBalance® Technology and devices based on this technology. During the summer of 2020, Health Canada granted our eBalance® Home and Pro Systems Class II medical device licenses, which allow us to market our eBalance® devices for wellness and pain management. Our certification with U.S. Food and Drug Administration (FDA) continues to be ongoing; at the time of this Quarterly Report on Form 10-Q we have submitted a premarket notification (510K) to the FDA for the eBalance® Home System and eBalance® Pro System, which, when approved, will allow us to demonstrate that the eBalance® Home System and eBalance® Pro System are at least as safe and effective as a legally marketed predicate device available on the market. Once this submission is approved, it will allow us to start our commercial activity in the USA.

 

Operating Expenses

 

During the three-month period ended February 28, 2022, our operating expenses decreased by 34.3% from $171,643 we incurred during the three months ended February 28, 2021, to $112,754 we incurred during the three months ended February 28, 2022. The largest changes were associated with decreased research and development costs, which, for the three months ended February 28, 2022, were $30,884, as compared to $70,145 we incurred during the three months ended February 28, 2021, and consulting fees, which, for the three-month period ended February 28, 2022, decreased by $26,829, from $63,746 we incurred during the three-month period ended February 28, 2021, to $36,917 we incurred during the three-month period ended February 28, 2022. Other significant expenses during this period included $22,000 in corporate communication fees (February 28, 2021 - $19,500), $5,216 in accounting and audit fees (February 28, 2021 - $4,774), and $10,500 in management fees (February 28, 2021 - $10,500). Foreign exchange fluctuation during the period ended February 28, 2022, resulted in a gain of $7,321, as compared to a gain of $18,777 during the comparative period ended February 28, 2021.


3


On a year-to-date basis, the most significant changes were as follows:

 

·During the nine-month period ended February 28, 2022, our consulting fees decreased by $37,108, or 18.3%, from $203,133 we incurred during the nine-month period ended February 28, 2021, to $166,025 we incurred during the nine-month period ended February 28, 2022. 

 

·Our research and development costs for the nine-month period ended February 28, 2022, decreased by $95,639, or 49.3%, from $193,820 we incurred during the nine-month period ended February 28, 2021, to $98,181 we incurred during the nine-month period ended February 28, 2022. The lower research and development costs during the nine-month period ended February 28, 2022, were associated with our decision to suspend further development of the eBalance® devices until such time that our 510(K) notification to the FDA is finalized and submitted. 

 

·Our general and administrative expenses for the nine-month period ended February 28, 2022, increased by $103,499, or 68.7%, from $150,735 we incurred during the nine-month period ended February 28, 2021, to $254,234 we incurred during the nine-month period ended February 28, 2022. The largest factor that contributed to this change was associated with fluctuation in foreign exchange rates, which, during the nine-month period ended February 28, 2022, resulted in $57,117 loss, as compared to $65,944 gain during the comparative period. Other factors that affected our general and administrative expenses were associated with a $1,500 increase to our management fees, which increased from $30,000 we incurred during the nine-month period ended February 28, 2021, to $31,500 for the nine-month period ended February 28, 2022; a $2,583 increase to our filing and regulatory fees, which increased from $22,335 we incurred during the nine-month period ended February 28, 2021, to $24,918 for the nine-month period ended February 28, 2022; and a $3,364 increase to our office expenses, which increased from $6,082 we incurred during the nine-month period ended February 28, 2021, to $9,446 for the nine-month period ended February 28, 2022. 

 

·The increases in general and administrative expenses were in part offset by an $18,922 decrease to our professional fees, from $22,390 we incurred during the nine-month period ended February 28, 2021, to $3,468 we incurred during the nine-month period ended February 28, 2022; a $4,134 decrease to our marketing and advertising expenses, as we did not incur any such expenditures during the nine-month period ended February 28, 2022; a $1,597 decrease to our expenditures on corporate communications, which decreased from $113,082 we incurred during the nine-month period ended February 28, 2021, to $111,485 we incurred during the nine-month period ended February 28, 2022; a $1,581 decrease to our accounting and audit fees, which decreased from $14,797 we incurred during the nine-month period ended February 28, 2021, to $13,216 for the nine-month period ended February 28, 2022; and, to a smaller extent, decreases in bank fees, and travel and entertainment fees, which decreased to $1,023 and $2,061 respectively. 

 

Other Items

 

During the three-month period ended February 28, 2022, we accrued $6,849 (February 28, 2021 - $9,033) in interest associated with the outstanding notes payable. On a year-to-date basis, we accrued $17,231 (February 28, 2021 - $23,358) in interest associated with the outstanding notes payable. Of this interest, $12,441 (February 28, 2021 - $2,352) represented interest we accrued on the notes payable to our related parties.

 

Liquidity and Capital Resources

 

Working Capital

 

 

As at

February 28, 2022

 

As at

May 31, 2021

 

Percentage

Change

Current assets

$

54,695

 

$

51,047

 

7.1%

Current liabilities

 

1,894,705

 

 

1,628,300

 

16.4%

Working capital deficit

$

(1,840,010)

 

$

(1,577,253)

 

16.7%


4


 

As of February 28, 2022, we had a cash balance of $30,736, a working capital deficit of $1,840,010 and cash flows used in operations of $356,013 for the period then ended. During the nine-month period ended February 28, 2022, we funded our operations with $100,000 received from our private placement financing, $60,000 from exercise of warrants, and $205,875 we borrowed under non-arms-length loan agreements accumulating interest at 6% per annum, compounded monthly, and due on demand.

 

We did not generate sufficient cash flows from our operating activities to satisfy our cash requirements for the period ended February 28, 2022. The amount of cash we have generated from our operations to date is significantly less than our current debt obligations. There is no assurance that we will be able to generate sufficient cash from our operations to repay the amounts owing under the outstanding notes and advances payable, or to service our other debt obligations. If we are unable to generate sufficient cash flow from our operations to repay the amounts owing when due, we may be required to raise additional financing from other sources. The outcome of these matters cannot be predicted with any certainty at this time and raises substantial doubt that we will be able to continue as a going concern.

 

Cash Flows

 

 

Nine months ended

February 28,

 

2022

 

2021

Cash flows used in operating activities

$

(356,013)

 

$

(412,512)

Cash flows used in investing activities

 

-

 

 

(1,574)

Cash flows provided by financing activities

 

365,875

 

 

393,186

Effects of foreign currency exchange on cash

 

121

 

 

1,777

Net increase/(decrease) in cash during the period

$

9,983

 

$

(19,123)

 

Net Cash Used in Operating Activities

 

Net cash used in operating activities during the nine months ended February 28, 2022, was $356,013. This cash was primarily used to cover our cash operating expenses of $429,380, to decrease our accounts payable and accrued liabilities by $1,124 and $30,833, respectively. These uses of cash were offset by $100,125 increase in amounts due to related parties and by $5,199 decrease in our other current assets.

 

Net cash used in operating activities during the nine months ended February 28, 2021, was $412,512. This cash was primarily used to cover our cash operating expenses of $597,302 and to decrease our accrued liabilities by $30,144. These uses of cash were offset by $105,497 increase in amounts due to related parties, $21,833 decrease in other current assets, $79,932 increase in our accounts payable, and by a $7,672 decrease in inventory.

 

Non-cash transactions

During the nine-month period ended February 28, 2022, our net loss was affected by the following expenses that did not have any impact on cash used in operations:

 

·$17,231 (February 28, 2021 - $23,358) in interest we accrued on the outstanding notes payable. Of this interest, $12,441 (February 28, 2021 - $2,352) was accrued on the notes payable we issued to our related parties; 

 

·$50,191 in unrealized foreign exchange loss (February 28, 2021 - $69,502 gain), which resulted from fluctuations of Canadian dollar, the functional currency of Cell MedX Canada, in relation to US dollar, the functional currency of our parent company, being also our reporting currency; 

 

·$941 (February 28, 2021 - $1,888) in amortization of equipment we acquired for our manufacturing operations and for our office; and 

 

·$37,075 (February 28, 2021 - $16,500) in non-cash investor relations expenses which were associated with fair market value of the shares we issued to our consultants for investor relation services. 


5


 

Net Cash Used in Investing Activities

 

During the nine-month period ended February 28, 2021, we purchased office equipment for $1,574. We did not have any investing activities during the nine-month period ended February 28, 2022.

 

Net Cash Provided by Financing Activities

 

During the nine-month period ended February 28, 2022, we received $200,000 under loan agreements with Mr. Jeffs, which are payable on demand and accumulate interest at 6% per annum, we received an additional $5,875 from Mr. Hargreaves, our VP of Technology and Operations; this loan is also payable on demand and accumulates interest at 6% per annum. In addition, we received $100,000 on closing of our non-brokered private placement for 400,000 shares of our common stock at $0.25 per share. We did not incur any share-issuance costs associated with the shares issued as part of the private placement financing. And we received further $60,000 on exercise of the warrants to acquire 300,000 shares of our common stock at $0.20 per share.

 

During the nine-month period ended February 28, 2021, we received $226,186 under loan agreements, which are payable on demand and accumulate interest at 6% per annum. In addition, we received $167,000 on closing of our non-brokered private placement for 988,000 units of our common stock at $0.25 per unit for total proceeds of $247,000, of which $80,000 was received during the year ended May 31, 2020. We did not incur any share-issuance costs associated with the units issued as part of the private placement financing.

 

Going Concern

 

The notes to our unaudited condensed consolidated financial statements as at February 28, 2022, disclose our uncertain ability to continue as a going concern. Our current business operations are in an early development stage and as such, we were able to generate only minimal revenue from the operations. Our research and development as well as marketing plans for the near future will require large capital expenditures, which we are planning to mitigate through equity or debt financing, or by requiring upfront deposits from our potential distributors, once we begin commercial production of our eBalance® devices.

 

As at February 28, 2022, we had accumulated a deficit of $9,495,174 since inception and increased sales will be required to fund and support our operations. Our continuation as a going concern depends upon the continued financial support of our shareholders, our ability to obtain necessary debt or equity financing to continue operations, and the attainment of profitable operations. Our unaudited condensed consolidated interim financial statements do not give effect to any adjustments that would be necessary should we be unable to continue as a going concern and therefore be required to realize our assets and discharge our liabilities in other than the normal course of business and at amounts different from those reflected in our financial statements.

 

Off-Balance Sheet Arrangements

 

None.

 

Critical Accounting Policies

 

An appreciation of our critical accounting policies is necessary to understand our financial results. These policies may require management to make difficult and subjective judgments regarding uncertainties, and as a result, such estimates may significantly impact our financial results. The precision of these estimates and the likelihood of future changes depend on a number of underlying variables and a range of possible outcomes. We have applied our critical accounting policies and estimation methods consistently.

 

Changes in and Disagreements with Accountants on Accounting Procedures and Financial Disclosure

 

None.

 

Item 3. Quantitative and Qualitative Disclosure about Market Risk

 

None


6


 

 

Item 4. Controls and Procedures

 

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of February 28, 2022. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective in recording, processing, summarizing and reporting information required to be disclosed within the time periods specified in Securities and Exchange Commission’s rules and forms due to lack of segregation of duties.

 

During the quarter ended February 28, 2022, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


7


 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

None.

 

Item 1A. Risk Factors

 

There is a high degree of risk associated with investing in our securities. Prospective investors should carefully read this Quarterly Report on Form 10-Q and consider the following risk factors when deciding whether to purchase our securities.

 

The risk factors outlined below are some of the known, substantial, material and potential risks that could adversely affect our business, financial condition, operating results and common share value. We cannot assure that we will successfully address these or any unknown risks and a failure to do so can have a negative impact on your investment. We may encounter risks in addition to those described below. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, may also impair or adversely affect our business, financial condition or results of operation.

 

Risks associated with the current uncertainty with respect to continued expansion of the COVID-19 pandemic

 

We are cognizant of the continued expansion of the COVID-19 pandemic and the resulting global implications. To date, we have experienced minor disruptions to our day-to-day operations associated with delayed services resulting from various COVID-19 restrictions and shortage of manpower experienced by some of our service providers. We caution that there continues to be a possibility for increase of the restrictions currently in place, or addition of new restrictions currently not known to us. The impact of these restrictions on our operations, if implemented, is currently unknown but could be significant.

 

Risks Associated with our Company and our Industry

 

We operate in a highly competitive market. We face competition from large, well established medical device manufacturers and pharmaceutical companies in the market for treating and managing diabetes and related ailments. Many of these companies are very well accepted by health practitioners and have significant resources, and we may not be able to compete effectively.

 

The market for treatment and management of diabetes and related ailments is intensely competitive, subject to rapid change and significantly affected by new product introductions. We compete indirectly with pharmaceutical and medical device companies, such as Bayer Corp., Becton Dickinson Corp., LifeScan Inc., a division of Johnson & Johnson, the MediSense Inc. and TheraSense Inc. These competitors’ products are based on traditional healthcare model and are well accepted by health practitioners and patients. If these companies decide to penetrate our target market they could threaten our position in the market.

 

We are subject to numerous governmental regulations which can increase our costs of developing the eBalance® Technology and products based on this technology.

 

Our products are subject to rigorous regulation by the FDA, Health Canada and numerous international, supranational, federal, and state authorities. The process of obtaining regulatory approvals to market a medical device can be costly and time-consuming, and approvals may not be granted for future products, or additional indications or uses of existing products, on a timely basis, if at all. Delays in the receipt of, or failure to obtain approvals for, our products, or new indications and uses, could result in delayed realization of product revenues, reduction in revenues, and in substantial additional costs. In addition, no assurance can be given that we will remain in compliance with applicable FDA, Health Canada and other regulatory requirements once approval or marketing authorization has been obtained for a product. These requirements include, among other things, regulations regarding manufacturing practices, product labeling, advertising, and post-marketing reporting, including adverse event reports and field alerts due to manufacturing quality concerns.


8


 

Changes in the health care regulatory environment may adversely affect our business.

 

A number of the provisions of the U.S. Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 and its amendments changed access to health care products and services and established new fees for the medical device industry. Future rulemaking could increase rebates, reduce prices or the rate of price increases for health care products and services, or require additional reporting and disclosure. We cannot predict the timing or impact of any future rulemaking.

 

Inability to protect and enforce our intellectual property rights could adversely affect our financial results.

 

Intellectual property rights, including patents, trade secrets, confidential information, trademarks, tradenames, and other forms of trade dress, are important to our business. An inability to defend, protect and enforce our intellectual property rights could adversely affect our financial results, even if we are successful in developing and marketing products based on the eBalance® Technology. In addition, an adverse outcome in any litigation or interference proceeding could subject us to significant liabilities to third parties and require us to cease using the technology that is at issue or to license the technology from third parties. In addition, a finding that any of our intellectual property rights are invalid could allow our competitors to compete more easily and cost-effectively. Thus, an unfavorable outcome in any patent litigation or interference proceeding could have a material adverse effect on our business, financial condition, or results of operations.

 

The cost to us of any patent litigation or interference proceeding could be substantial. Uncertainties resulting from the initiation and continuation of patent litigation or interference proceedings could have a material adverse effect on our ability to compete in the marketplace. Patent litigation and interference proceedings could also absorb significant management time.

 

Competitors’ intellectual property may prevent us from selling our products or have a material adverse effect on our future profitability and financial condition.

 

Competitors may claim that our technology infringes upon their intellectual property. Resolving an intellectual property infringement claim can be costly and time consuming and may require us to enter into license agreements. We cannot guarantee that we would be able to obtain license agreements on commercially reasonable terms. A successful claim of patent or other intellectual property infringement could subject us to significant damages or an injunction preventing the manufacture, sale or use of our product. Any of these events could have a material adverse effect on our profitability and financial condition.

 

Our research and development efforts may not result in the development of commercially successful products based on our eBalance® Technology, which may hinder our profitability and future growth.

 

We continue to further research our eBalance® Technology and develop products based on the technology. In order to develop commercially marketable products, we will be required to commit substantial efforts, funds, and other resources to research and development. A high rate of failure is inherent in the research and development of new products and technologies. We must make ongoing substantial expenditures without any assurance that our efforts will be commercially successful.

 

Failure can occur at any point in the process, including after significant funds have been invested. Planned products may fail to reach the market or may only have limited commercial success because of efficacy or safety concerns, failure to achieve positive clinical outcomes, inability to obtain necessary regulatory approvals, limited scope of approved uses, excessive costs to manufacture, the failure to establish or maintain intellectual property rights, or infringement of the intellectual property rights of others.

 

Even if we successfully develop marketable products or commercially develop our current technology, we may be quickly rendered obsolete by changing customer preferences, changing industry standards, or competitors’ innovations.

 

Innovations may not be accepted quickly in the marketplace because of, among other things, entrenched patterns of clinical practice or uncertainty over third-party reimbursement. We cannot state with certainty when or whether our products under development will be launched, whether we will be able to develop, license, or otherwise acquire new products, or whether any products will be commercially successful. Failure to launch successful new products or


9


new indications for existing products may cause our products to become obsolete, causing our revenues and operating results to suffer.

 

New products and technological advances by our competitors may negatively affect our results of operations.

 

Our products face intense competition from our competitors. Competitors’ products may be safer, more effective, more effectively marketed or sold, or have lower prices or superior performance features than our products. We cannot predict with certainty the timing or impact of the introduction of competitors’ products.

 

Significant safety concerns could arise for our products, which could have a material adverse effect on our revenues and financial condition.

 

Health care products typically receive regulatory approval based on data obtained in controlled clinical trials of limited duration. Following regulatory approval, these products will be used over longer periods of time in many patients. Investigators may also conduct additional, and perhaps more extensive, studies. If new safety issues are reported, we may be required to amend the conditions of use for a product. For example, we may be required to provide additional warnings on a product’s label or narrow its approved intended use, either of which could reduce the product’s market acceptance. If serious safety issues arise with our product, sales of the product could be halted by us or by regulatory authorities. Safety issues affecting suppliers’ or competitors’ products also may reduce the market acceptance of our products.

 

Inability to attract and maintain key personnel may cause our business to fail.

 

Success depends on the acquisition of key personnel. We will have to compete with other companies both within and outside the healthcare industry to recruit and retain competent employees and consultants. If we cannot maintain qualified personnel to meet the needs of our anticipated growth, we could face material adverse effects on our business and financial condition.

 

We are recently formed, lack operating history and to date have generated only minimal revenues. If we cannot increase our revenues to start generating profits, our investors may lose their entire investment.

 

We are a recently formed company and to date have generated only minimal revenues. No profits have been made to date and if we fail to make any then we may fail as a business and an investment in our common stock will be worth nothing. We have a limited operating history and thus our progress as well as potential future success cannot be reasonably estimated.  Success has yet to be proven and financial losses should be expected to continue in the near future and at least until such time that we enter commercial production of devices based on the eBalance® Technology, of which there is no assurance. As a new business, we face all the risks of a ‘start-up’ venture including unforeseen costs, expenses, problems, and management limitations and difficulties.  Since inception, we have accumulated deficit of $9,495,174 and there is no guarantee, that we may ever be able to turn a profit or locate additional opportunities, hire additional management and other personnel.

 

We need to acquire additional financing, or our business will fail.

 

We must obtain additional capital, or our business will fail. In order to continue development of our eBalance® Technology and to successfully complete observational and clinical trials, we must secure more funds. Currently, we have limited resources and have already accumulated a deficit. We do not have immediate sources of financing. Financing may be subject to numerous factors including investor sentiment, acceptance of our technology and so on. We may also have to borrow large sums of money that require substantial capital and interest payments.

 

Risks related to our stock

 

We expect to raise additional capital through the offering of more shares, which will result in dilution to our current shareholders.

 

Raising additional capital through future offerings of common stock is expected to be necessary for our Company to continue. However, there is no guarantee that we will be successful in raising additional capital. Issuance of additional stock will increase the total number of shares issued and outstanding resulting in decrease of the percentage interest held by each of our shareholders.


10


There is a limited market for our common stock meaning that our shareholders may not be able to resell their shares.

 

Our common stock currently has a limited market which may restrict shareholders’ ability to resell their stock or use their stock as collateral. Thus, the shareholders may have to sell their shares privately which may prove exceedingly difficult. Private sales are more difficult and often give lower than anticipated prices.

 

Should a larger public market develop for our stock, future sales of shares may negatively affect their market price.

 

Even if a larger market develops, the shares may be sparsely traded and have wide share price fluctuations. Liquidity may be low despite there being a market, making it difficult to get a return on the investment. The price also depends on potential investor’s feelings regarding the results of our operations, the competition of other companies’ shares, our ability to generate future revenues, and market perception about future of microcurrent technologies.

 

Because our stock is a penny stock, stockholders will be more limited in their ability to sell their stock.

 

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system.

 

Because our securities constitute “penny stocks” within the meaning of the rules, the rules apply to us and to our securities. The rules may further affect the ability of owners of shares to sell our securities in any market that might develop for them. As long as the quotation price of our common stock is less than $5.00 per share, the common stock will be subject to Rule 15g-9 under the Exchange Act. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that:

 

·contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; 

·contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of securities laws; 

·contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; 

·contains a toll-free telephone number for inquiries on disciplinary actions; 

·defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and 

·contains such other information and is in such form, including language, type, size and format, as the SEC shall require by rule or regulation. 

 

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock

 

We have not paid nor anticipate paying cash dividends on our common stock.

 

We have not declared any dividends on our common stock during the past two fiscal years or at any time in our history. The Nevada Revised Statutes (the “NRS”), provide certain limitations on our ability to declare dividends. Section 78.288 of Chapter 78 of the NRS prohibits us from declaring dividends where, after giving effect to the distribution of the dividend:

 

(a)we would not be able to pay our debts as they become due in the usual course of business; or 


11


(b)except as may be allowed by our Articles of Incorporation, our total assets would be less than the sum of our total liabilities plus the amount that would be needed, if we were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of stockholders who may have preferential rights and whose preferential rights are superior to those receiving the distribution. 

 

We do not expect to declare any dividends in the foreseeable future as we expect to spend any funds legally available for the payment of dividends on the development of our business

 

No assurance that forward-looking assessments will be realized.

 

Our ability to accomplish our objectives and whether or not we are financially successful is dependent upon numerous factors, each of which could have a material effect on the results obtained. Some of these factors are in the discretion and control of management and others are beyond management’s control. The assumptions and hypotheses used in preparing any forward-looking assessments contained herein are considered reasonable by management. There can be no assurance, however, that any projections or assessments contained herein or otherwise made by management will be realized or achieved at any level.

 

FOR ALL OF THE AFORESAID REASONS AND OTHERS SET-FORTH AND NOT SET-FORTH HEREIN, AN INVESTMENT IN OUR SECURITIES INVOLVES A CERTAIN DEGREE OF RISK. ANY PERSON CONSIDERING TO INVEST IN OUR SECURITIES SHOULD BE AWARE OF THESE AND OTHER FACTORS SET-FORTH IN THIS REPORT AND IN THE OTHER REPORTS AND DOCUMENTS THAT WE FILE FROM TIME TO TIME WITH THE SEC AND SHOULD CONSULT WITH HIS/HER LEGAL, TAX, AND FINANCIAL ADVISORS PRIOR TO MAKING AN INVESTMENT IN OUR SECURITIES. AN INVESTMENT IN OUR SECURITIES SHOULD ONLY BE ACQUIRED BY PERSONS WHO CAN AFFORD TO LOSE THEIR TOTAL INVESTMENT.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3. Defaults upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

None.

 

Item 5. Other Information

 

None.

 

 

 

 

 


12


 

Item 6. Exhibits

 

Exhibit

 

 

Number

 

Description of Document

3.1

 

Articles of Incorporation (2)

3.2

 

Articles of Merger - Sports Asylum, Inc. and Plandel Resources, Inc.(3)

3.3

 

Articles of Merger - Cell MedX Corp. and Sports Asylum, Inc.(3)

3.4

 

Bylaws (1)

4.1

 

Specimen Stock Certificate (1)

10.1

 

Technology Purchase Agreement dated October 16, 2014 among Cell MedX Corp., Jean Arnett, and Brad Hargreaves.(4)

10.2

 

First Amendment Agreement dated October 28, 2014 to that Technology Purchase Agreement dated October 16, 2014 among Cell MedX Corp., Jean Arnett, and Brad Hargreaves.(5)

10.3

 

Second Amendment Agreement dated November 13, 2014 to that Technology Purchase Agreement dated October 16, 2014 among Cell MedX Corp., Jean Arnett, and Brad Hargreaves.(6)

10.4

 

Stock Option Agreement dated August 5, 2015 among Cell MedX Corp. and Frank E. McEnulty.(7)

10.5

 

Stock Option Agreement dated August 24, 2017 among Cell MedX Corp. and Yanika Silina(8)

10.6

 

Stock Option Agreement dated August 24, 2017 among Cell MedX Corp. and Da Costa Management Corp.(8)

10.7

 

Stock Option Agreement dated August 24, 2017 among Cell MedX Corp. and John Giovanni Di Cicco.(8)

10.8

 

Intellectual Property Royalty Agreement between Cell MedX Corp. and Brek Technologies Inc., dated for reference September 6, 2018.(9)

10.9

 

Royalty Agreement between Cell MedX Corp. and Mr. Richard Norman Jeffs, dated for reference September 6, 2018.(9)

10.10

 

Credit Line Agreement dated December 27, 2018, between Richard Norman Jeffs and Cell MedX Corp.(10)

10.11

 

Distribution Agreement between Cell MedX Corp. and Live Current Media, Inc., dated for reference March 21, 2019. (11)

10.12

 

Loan Agreement and Note Payable dated September 4, 2019, among Cell MedX Corp. and Longview Investment Limited (12)

10.13

 

Loan Agreement and Note Payable dated September 6, 2019, among Cell MedX Corp. and Rain Communications Corp. (12)

10.14

 

Loan Agreement and Note Payable dated September 16, 2019, among Cell MedX Corp. and Longview Investment Limited(12)

10.15

 

Loan Agreement and Note Payable dated September 19, 2019, among Cell MedX Corp. and Rain Communications Corp. (12)

10.16

 

Loan Agreement and Note Payable dated September 20, 2019, among Cell MedX Corp. and Longview Investment Limited(12)

10.17

 

Loan Agreement and Note Payable dated October 30, 2019, among Cell MedX Corp. and Longview Investment Limited (12)

10.18

 

Loan Agreement and Note Payable dated October 30, 2019, among Cell MedX Corp. and Rain Communications Corp. (12)

10.19

 

Loan Agreement and Note Payable dated December 3, 2019, among Cell MedX Corp. and Longview Investment Limited (13)

10.20

 

Loan Agreement and Note Payable dated January 6, 2020, among Cell MedX Corp. and Longview Investment Limited(13)

10.21

 

Loan Agreement and Note Payable dated January 9, 2020, among Cell MedX Corp. and Longview Investment Limited(13)


13


 

Exhibit

 

 

Number

 

Description of Document

10.22

 

Loan Agreement and Note Payable dated January 31, 2020, among Cell MedX Corp. and Longview Investment Limited(13)

10.23

 

Buyback agreement between Live Current Media Inc. and Cell MedX Corp., dated January 29, 2020.(14)

10.24

 

Loan Agreement and Note Payable dated February 17, 2020, among Cell MedX Corp. and Longview Investment Limited(13)

10.25

 

Loan Agreement and Note Payable dated March 4, 2020, among Cell MedX Corp. and Longview Investment Limited(13)

10.26

 

Loan Agreement and Note Payable dated March 25, 2020, among Cell MedX Corp. and Longview Investment Limited(13)

10.27

 

Loan Agreement and Note Payable dated April 13, 2020, among Cell MedX Corp. and Longview Investment Limited(15)

10.28

 

Loan Agreement dated July 3, 2020, among Cell MedX Corp. and David Jeffs. (15)

10.29

 

Loan Agreement and Note Payable dated November 30, 2020, among Cell MedX Corp. and Tradex Capital Corp.(15)

10.30

 

Loan Agreement and Note Payable dated September 2, 2020, among Cell MedX Corp. and Rain Communications Corp.(16)

10.31

 

Loan Agreement and Note Payable dated October 26, 2020, among Cell MedX Corp. and Rain Communications Corp.(16)

10.32

 

Loan Agreement and Note Payable dated December 14, 2020, among Cell MedX (Canada) Corp. and Richard Jeffs.(17)

10.33

 

Loan Agreement and Note Payable dated December 23, 2020, among Cell MedX (Canada) Corp. and Richard Jeffs.(17)

10.34

 

Loan Agreement and Note Payable dated January 21, 2021, among Cell MedX Corp. and Rain Communications Corp. (17)

10.35

 

Loan Agreement and Note Payable dated February 16, 2021, among Cell MedX Corp. and Rain Communications Corp.(17)

10.36

 

Loan Agreement and Note Payable dated March 29, 2021, among Cell MedX (Canada) Corp. and Susan Jeffs.(19)

10.37

 

Loan Agreement and Note Payable dated April 15, 2021, among Cell MedX Corp. and Richard Jeffs.(19)

10.38

 

Loan Agreement and Note Payable dated May 18, 2021, among Cell MedX Corp. and Richard Jeffs.(19)

10.39

 

Independent Contractors Services Agreement between the Company and Mr. Issacs and Mr. Cavalli dated for reference May 24, 2021.(18)

10.40

 

Independent Contractors Services Agreement between the Company and Jim MacFarlane, dba Griffith Armada Capital, dated for reference May 24, 2021.(18)

10.41

 

Loan Agreement and Note Payable dated June 22, 2021, among Cell MedX (Canada) Corp. and Richard Jeffs.(19)

10.42

 

Loan Agreement and Note Payable dated October 7, 2021, among Cell MedX (Canada) Corp. and Richard Jeffs.

10.43

 

Loan Agreement and Note Payable dated October 26, 2021, among Cell MedX (Canada) Corp. and Richard Jeffs.

10.44

 

Loan Agreement and Note Payable dated November 24, 2021, among Cell MedX (Canada) Corp. and Richard Jeffs.

10.45

 

Loan Agreement and Note Payable dated November 29, 2021, among Cell MedX Corp. and Bradley Hargreaves.


14


 

Exhibit

 

 

Number

 

Description of Document

10.46

 

Loan Agreement and Note Payable dated December 30, 2021, among Cell MedX (Canada) Corp. and Richard Jeffs.

10.47

 

Loan Agreement and Note Payable dated January 27, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.

10.48

 

Loan Agreement and Note Payable dated February 24, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.

10.49

 

Loan Agreement and Note Payable dated March 29, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.

31.1

 

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

 

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

 

Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

 

Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101

 

The following materials from this Quarterly Report on Form 10-Q for the three- and nine-month periods ended February 28, 2022 formatted in iXBRL (extensible Business Reporting Language):

 

 

(1) Unaudited Condensed Consolidated Balance Sheets at February 28, 2022 and as at May 31, 2021.

 

 

(2) Unaudited Condensed Consolidated Statements of Operations for the three- and nine-month periods ended February 28, 2022 and February 28, 2021.

 

 

(3) Unaudited Condensed Consolidated Statement of Stockholders’ Deficit as at February 28, 2022.

 

 

(4) Unaudited Condensed Consolidated Statements of Cash Flows for the nine-month periods ended February 28, 2022 and February 28, 2021.

 

(1)Filed as an exhibit to the Company’s Registration Statement on Form S-1 filed with SEC on July 13, 2010 

(2)Filed as an exhibit to the Company’s Amendment No. 1 to Registration Statement on Form S-1 filed with SEC on October 13, 2010 

(3)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on October 9, 2014 

(4)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with SEC on October 17, 2014 

(5)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with SEC on November 3, 2014 

(6)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with SEC on November 18, 2014 

(7)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on August 11, 2015 

(8)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on October 17, 2017 

(9)Filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on September 13, 2018 

(10)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on December 31, 2018 

(11)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on March 27, 2019 

(12)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on January 14, 2020 

(13)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on April 14, 2020 

(14)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on January 31, 2020 

(15)Filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on September 15, 2020 

(16)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on January 14, 2021 

(16)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on January 14, 2021 

(17)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on April 9, 2021 

(18)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on May 26, 2021 

(19)Filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on August 30, 2021 

(20)Filed as an exhibit to the Company’s Annual Report on Form 10-Q filed with the SEC on January 12, 2022 


15


 

SIGNATURES

 

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

 

 

Cell MedX Corp.

 

 

Date: April 11, 2022

By:

/s/ Frank McEnulty

 

 

Frank McEnulty

 

 

Chief Executive Officer and Director

 

 

(Principal Executive Officer)

 

 

 

 

 

 

Date: April 11, 2022

By:

/s/Yanika Silina

 

 

Yanika Silina

 

 

Chief Financial Officer and Director

 

 

(Principal Accounting Officer)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


16