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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, 2021

 

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 9, 2021 was 59,388,564.


2


 

CONTENTS

 

 

PART I - FINANCIAL INFORMATION

1

Item 1. Financial Statements

1

Item 2. Management's 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

12

SIGNATURES

15

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


3


PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

The accompanying unaudited condensed consolidated interim financial statements of Cell MedX Corp. as at February 28, 2021, 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, 2021, are not necessarily indicative of the results that can be expected for the year ending May 31, 2021.

 

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, 2021

 

May 31, 2020

ASSETS

 

 

 

 

 

 

 

Current assets

 

 

 

Cash

$

25,967

 

$

45,090

Inventory

 

48,456

 

 

51,886

Other current assets

 

23,953

 

 

60,367

Total current assets

 

98,376

 

 

157,343

 

 

 

 

 

 

Equipment

 

1,667

 

 

1,836

Total assets

$

100,043

 

$

159,179

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

Liabilities

 

 

 

 

 

Accounts payable

$

450,077

 

$

908,783

Accrued liabilities

 

4,880

 

 

34,565

Due to related parties

 

777,323

 

 

233,738

Notes and advances payable

 

757,305

 

 

502,437

Total liabilities

 

1,989,585

 

 

1,679,523

 

 

 

 

 

 

STOCKHOLDERS' DEFICIT

 

 

 

 

 

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

59,388,564 and 55,915,709 shares issued and outstanding at

February 28, 2021 and at May 31, 2020, respectively

 

59,389

 

 

55,916

Additional paid-in capital

 

6,355,923

 

 

5,988,153

Obligation to issue shares

 

-

 

 

80,000

Reserves

 

366,493

 

 

366,493

Accumulated deficit

 

(8,619,066)

 

 

(8,049,520)

Accumulated other comprehensive income (loss)

 

(52,281)

 

 

38,614

Total stockholders' deficit

 

(1,889,542)

 

 

(1,520,344)

Total liabilities and stockholders’ deficit

$

100,043

 

$

159,179

 

 

 

 

 

 

 

 

 

 

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


F-1


 

CELL MEDX CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

 

 

 

Three Months Ended

 

Nine Months Ended

 

February 28,

2021

February 29,

2020

 

February 28,

2021

February 29,

2020

 

 

 

 

 

 

 

Revenue

 

 

 

 

 

 

Sales

 

$

4,374

$

2,380

 

$

7,712

$

14,480

Distribution rights

 

 

-

 

6,562

 

 

-

 

25,000

Cost of goods sold

 

 

2,706

 

1,840

 

 

4,063

 

7,737

Gross margin

 

 

1,668

 

7,102

 

 

3,649

 

31,743

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

Amortization

 

 

520

 

546

 

 

1,888

 

1,359

Consulting fees

 

 

63,746

 

63,271

 

 

203,133

 

214,270

Distribution expenses

 

 

-

 

18,968

 

 

261

 

54,588

General and administrative expenses

 

 

37,232

 

69,442

 

 

150,735

 

288,084

Research and development costs

 

 

70,145

 

109,115

 

 

193,820

 

265,722

Total operating expenses

 

 

171,643

 

261,342

 

 

549,837

 

824,023

 

 

 

 

 

 

 

 

 

 

 

Other items

 

 

 

 

 

 

 

 

 

 

Interest

 

 

(9,033)

 

(4,575)

 

 

(23,358)

 

(15,310)

Loss on reacquisition of distribution rights

 

 

-

 

(102,093)

 

 

-

 

(102,093)

Net loss

 

 

(179,008)

 

(360,908)

 

 

(569,546)

 

(909,683)

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation income (loss)

 

 

(26,786)

 

9,744

 

 

(90,895)

 

3,256

Comprehensive loss

 

$

(205,794)

$

(351,164)

 

$

(660,441)

$

(906,427)

 

 

 

 

 

 

 

 

 

 

 

Net loss per common share

Basic and diluted

 

$

(0.00)

$

(0.01)

 

$

(0.01)

$

(0.02)

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding

Basic and diluted

 

 

59,388,564

 

55,075,636

 

 

58,494,252

 

51,139,321

 

 

 

 

 

 

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


F-2


CELL MEDX CORP.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

 

 

Common Stock

 

 

 

 

 

 

Shares

Amount

Obligation

to Issue

Shares

Additional

Paid-in

Capital

Reserves

Deficit

Accumulated

Accumulated Other

Comprehensive

Income (Loss)

Total

 

 

 

 

 

 

 

 

 

Balance - May 31, 2019

44,282,749

$

44,283

$

-

$

5,109,866

$

14,400

$

(6,956,822)

$

15,714

$

(1,772,559)

Shares issued for cash

4,050,000

 

4,050

 

-

 

481,950

 

-

 

-

 

-

 

486,000

Shares to be issued on exercise of warrants

-

 

-

 

374,148

 

-

 

-

 

-

 

-

 

374,148

Net loss for the  three months ended

August 31, 2019

-

 

-

 

-

 

-

 

-

 

(245,287)

 

-

 

(245,287)

Translation to reporting currency

-

 

-

 

-

 

-

 

-

 

-

 

(6,941)

 

(6,941)

Balance - August 31, 2019

48,332,749

 

48,333

 

374,148

 

5,591,816

 

14,400

 

(7,202,109)

 

8,773

 

1,164,639

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued on exercise of warrants

7,482,960

 

7,483

 

(374,148)

 

366,665

 

-

 

-

 

-

 

-

Net loss for the  three months ended

November 30, 2019

-

 

-

 

-

 

-

 

-

 

(303,488)

 

-

 

(303,488)

Translation to reporting currency

-

 

-

 

-

 

-

 

-

 

-

 

453

 

453

Balance - November 30, 2019

55,815,709

 

55,816

 

-

 

5,958,481

 

14,400

 

(7,505,597)

 

9,226

 

1,467,674

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Warrants issued on reacquisition of distribution rights

-

 

-

 

-

 

-

 

352,093

 

-

 

-

 

352,093

Net loss for the  three months ended

February 29, 2020

-

 

-

 

-

 

-

 

-

 

(360,908)

 

-

 

(360,908)

Translation to reporting currency

-

 

-

 

-

 

-

 

-

 

-

 

9,744

 

9,744

Balance - February 29, 2020

55,815,709

$

55,816

$

-

$

5,958,481

$

366,493

$

(7,866,505)

$

18,970

$

(1,466,745)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - May 31, 2020

55,915,709

$

55,916

$

80,000

$

5,988,153

$

366,493

$

(8,049,520)

$

38,614

$

(1,520,344)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued for cash

988,000

 

988

 

(80,000)

 

246,012

 

-

 

-

 

-

 

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)

 

The accompanying notes are an integral part of these interim 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,

2021

 

February 29,

2020

 

 

 

 

Cash flows used in operating activities

 

 

 

Net loss

$

(569,546)

 

$

(909,683)

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

 

 

 

 

 

Accrued interest on notes payable

 

23,358

 

 

15,310

Amortization

 

1,888

 

 

1,359

Loss on reacquisition of distribution rights

 

-

 

 

102,093

Non-cash investor relations fees

 

16,500

 

 

-

Unrealized foreign exchange

 

(69,502)

 

 

5,321

Changes in operating assets and liabilities

 

 

 

 

 

Inventory

 

7,672

 

 

3,757

Other current assets

 

21,833

 

 

19,810

Accounts payable

 

79,932

 

 

105,666

Accrued liabilities

 

(30,144)

 

 

(20,255)

Unearned revenue

 

-

 

 

(6,814)

Due to related parties

 

105,497

 

 

(11,962)

Net cash flows used in operating activities

 

(412,512)

 

 

(695,398)

 

 

 

 

 

 

Cash flows used in investing activities

 

 

 

 

 

Acquisition of equipment

 

(1,574)

 

 

(2,463)

Net cash used in investing activities

 

(1,574)

 

 

(2,463)

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

Advances payable

 

-

 

 

15,000

Proceeds from notes payable

 

226,186

 

 

252,650

Proceeds from subscription to shares

 

167,000

 

 

486,000

Net cash provided by financing activities

 

393,186

 

 

753,650

 

 

 

 

 

 

Effects of foreign currency exchange on cash

 

1,777

 

 

103

Increase (decrease) in cash

 

(19,123)

 

 

55,892

Cash, beginning

 

45,090

 

 

57,172

Cash, ending

$

25,967

 

$

113,064

 

 

 

 

 

 

Non-cash financing transactions:

 

 

 

 

 

Exercise of warrants for debt

$

-

 

$

374,148

Exercise of options for debt

$

124,243

 

$

-

 

 

 

 

 

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


F-4


 

CELL MEDX CORP.

NOTES TO THE CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 28, 2021

(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, 2020, included in the Company’s Annual Report on Form 10-K, filed with the SEC on September 15, 2020. The interim unaudited condensed consolidated financial statements 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, 2021, are not necessarily indicative of the results that may be expected for the year ending May 31, 2021.

 

Going concern

The accompanying unaudited interim condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. As of February 28, 2021, the Company has not achieved profitable operations and has accumulated a deficit of $8,619,066. 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 rapid expansion of the COVID-19 pandemic

The Company is cognizant of the rapid 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 7) at February 28, 2021, and at May 31, 2020:

 

February 28, 2021

 

May 31, 2020

Due to the Chief Executive Officer (“CEO”)

$

112,200

 

$

103,200

Due to the Chief Financial Officer (“CFO”)

 

8,560

 

 

9,533

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

 

(3,504)

 

 

34,219

Due to a company controlled by the Chief Operating Officer (“COO”)(1)

 

657,318

 

 

n/a

Due to a major shareholder

 

-

 

 

86,786

Due to a company controlled by the COO and major shareholder

 

2,575

 

 

n/a

Due to a company of which the COO is a director of

 

174

 

 

n/a

Due to related parties

$

777,323

 

$

233,738

(1)John da Costa was appointed Director and Chief Operating Officer of the Company on June 8, 2020, as of that date any company controlled by Mr. da Costa is considered to be a related entity. 

 

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

 

During the nine-month periods ended February 28, 2021 and February 29, 2020, the Company had the following transactions with related parties:

 

February 28, 2021

 

February 29, 2020

Management fees incurred to the CEO

$

9,000

 

$

24,600

Management fees incurred to the CFO

 

21,000

 

 

9,000

Consulting fees incurred to the VP, Technology and Operations

 

34,019

 

 

34,450

Consulting fees incurred to the company controlled by the COO

 

117,227

 

 

n/a

Royalty incurred to the company of which the COO is a director of

 

99

 

 

n/a

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

 

267

 

 

n/a

Total transactions with related parties

$

181,612

 

$

68,050

 

NOTE 3 - INVENTORY

 

As at February 28, 2021, the inventory consisted of eBalance® devices and accessories held for sale valued at $26,588 (May 31, 2020 - $29,405) and work in progress, that included unfinished eBalance® devices and supplies required for manufacturing valued at $21,868 (May 31, 2020 - $22,481).

 

NOTE 4 - OTHER CURRENT ASSETS

 

As at February 28, 2021, other current assets consisted of $14,759 in prepaid expenses (May 31, 2020 - $44,021) and $9,194 in receivables associated with GST Cell MedX Canada paid on taxable supplies (May 31, 2020 - $16,346).

 

NOTE 5 - EQUIPMENT

 

Changes in the net book value of the equipment at February 28, 2021 and May 31, 2020 are as follows:

 

 

February 28, 2021

 

May 31, 2020

Book value, beginning of the period

$

1,836

 

$

1,281

Changes during the period

 

1,574

 

 

2,463

Amortization

 

(1,888)

 

 

(1,846)

Foreign exchange

 

145

 

 

(62)

Book value, end of the period

$

1,667

 

$

1,836


F-6


 

NOTE 6 - REVENUE

 

During the nine-month period ended February 28, 2021, the Company’s revenue consisted of sales of the Company’s eBalance® devices to end-users and monthly subscriptions to eBalance® microcurrent treatments. During the comparative nine-month period ended February 29, 2020, the Company’s revenue consisted of sales of its eBalance® devices, and the fees associated with the rights to the wholesale distribution of eBalance® devices pursuant to a letter of intent the Company entered into on June 6, 2019, which granted a potential distributor rights to all Mainland China, not including Hong Kong.  Following are the details of revenue and associated costs:

 

 

Three months ended

Nine months ended

 

February 28,

2021

February 29,

2020

February 28,

2021

February 29,

2020

Sales of eBalance® devices

$

2,286

$

2,285

$

2,286

$

14,385

Monthly subscriptions

 

2,088

 

95

 

5,426

 

95

Cost of eBalance® devices and services

 

(2,393)

 

(1,574)

 

(3,697)

 

(6,058)

Royalty payable

 

(313)

 

(266)

 

(366)

 

(1,679)

Distribution rights

 

-

 

6,562

 

-

 

25,000

Gross margin

$

1,668

$

7,102

$

3,649

$

31,743

 

NOTE 7 - NOTES AND ADVANCES PAYABLE

 

The tables below summarize the notes and advances outstanding as at February 28, 2021, and May 31, 2020:

 

As at February 28, 2021

Principal

Outstanding

Interest Rate

per Annum

 

Accrued

Interest(6)

Total Book

Value

$

327,650

6%

Convertible(1)

$

26,223

$

353,873

 

216,596

6%

Non-convertible(2)

 

8,632

 

225,228

 

32,822

6%

Related party(3)

 

1,002

 

33,824

 

35,606

6%

Related party(4)

 

3,360

 

38,966

 

15,767

6%

Related party(3)

 

617

 

16,384

 

40,780

0%

Related party advances(5)

 

-

 

40,780

 

48,250

0%

Advances(5)

 

-

 

48,250

$

717,471

 

 

$

39,834

$

757,305

 

As at May 31, 2020

Principal

Outstanding

Interest Rate

per Annum

 

Accrued

Interest(6)

Total Book

Value

$

327,650

6%

Convertible(1)

$

10,731

$

338,381

 

28,630

6%

Non-convertible(2)

 

3,464

 

32,094

 

6,625

6%

Related party(3)

 

308

 

6,933

 

35,606

6%

Related party(4)

 

1,654

 

37,260

 

87,769

0%

Advances(5)

 

-

 

87,769

$

486,280

 

 

$

16,157

$

502,437

 

(1) Convertible Loans Payable

During the year ended May 31, 2020, in order to support its daily operations and to secure required working capital, the Company entered into several short-term convertible loan agreements with two lenders for a total of $327,650 in exchange for unsecured notes payable due on demand and accumulating interest at 6% annual interest compounded monthly.  Pursuant to the loan agreements, the lenders may convert any portion of principal and/or interest accrued thereon into restricted units of common stock in the capital of the Company on the terms and at a conversion price of the then-current private placement offering. The conversion rights were assessed to have $Nil value.

 

During the nine-month period ended February 28, 2021, the Company recorded $15,492 in interest on the convertible loans payable (2020 - $6,108).


F-7


 

(2) Non-convertible Loans Payable

During the nine-month period ended February 28, 2021, the Company entered into several short-term loan agreements with two lenders for a total of $186,000 in exchange for unsecured notes payable due on demand and accumulating interest at 6% annual interest compounded monthly. As at February 28, 2021, the Company owed a total of $225,228 (2020 - $32,094) under 6% unsecured loan agreements.

 

During the nine-month period ended February 28, 2021, the Company recorded $4,915 in interest on these loans (2020 - $1,436).

 

(3) Related Party Loans Payable

During the nine-month period ended February 28, 2021, the Company’s subsidiary, Cell MedX Canada, entered into several short-term loan agreements with Mr. Jeffs, the Company’s major shareholder, for a total of $25,413 (CAD$32,500) in exchange for unsecured notes payable due on demand and accumulating interest at 6% annual interest compounded monthly. As at February 28, 2021, the Company owed a total of $33,824 (2020 - $6,933) under unsecured notes payable with Mr. Jeffs. During the nine-month period ended February 28, 2021, the Company recorded $643 in interest on the notes payable due to Mr. Jeffs. (2020 - $2,531).

 

On July 9, 2020, the Company entered into a loan agreement for $14,773 (CAD$20,000) with a related party. The loan bears interest at 6% per annum compounded monthly, is unsecured, and payable from the first proceeds of warrants that may be exercised subsequent to the money being lent under the loan agreement or on July 9, 2021, whichever comes first. During the nine-month period ended February 28, 2021, the Company recorded $599 in interest on the principal (2020 - $Nil).

 

(4) Unsecured Line of Credit with Related Party

On December 27, 2018, the Company entered into an agreement with Mr. Jeffs for an unsecured line of credit of up to $250,000 (the “Credit Line”). The funds advanced under the Credit Line accumulate interest at a rate of 6% per annum compounded monthly and are payable on demand. On August 28, 2019, Mr. Jeffs applied $250,000, the Company owed under the Credit Line to exercise the warrants the Company granted to Mr. Jeffs in consideration for the Credit Line and acquired 5,000,000 shares of the Company’s common stock at $0.05 per share.

 

As at February 28, 2021, the Company owed Mr. Jeffs $38,966 under the Credit Line (2020 - $37,260), which continues to accumulate interest at 6% per annum compounded monthly. During the nine-month period ended February 28, 2021, the Company recorded $1,706 in interest on the principal outstanding under the Credit Line (2020 - $5,235).

 

(5) Advances Payable

As at February 28, 2021, the Company owed a total of $89,030 (2020 - $87,769) for advances the Company received in its fiscal 2019 and 2020 years. The advances are non-interest bearing, unsecured, and payable on demand. Of the total amount advanced, $3,955 was owed to Da Costa Management Corp, a company owned by John da Costa, who was appointed the Company’s COO and Director on June 8, 2020 (2020 - $3,639), $11,825 (2020 - $10,880) was owed to Brek Technologies Inc., a company controlled by Mr. da Costa and Mr. Jeffs (Note 2), and $25,000 (2020 - $25,000) was owed to Mr. David Jeffs, the CEO and President of Live Current Media, Inc., of which Mr. da Costa is director of.

 

(6) Interest Expense

During the nine-month period ended February 28, 2021, the Company recorded a total of $23,358 (2020 - $15,310) in interest expense associated with its liabilities under the notes and advances payable.

 

NOTE 8 - SHARE CAPITAL

 

On July 30, 2020, the Company issued 988,000 units of its common stock for gross proceeds of $247,000, of which $80,000 were received during the year ended May 31, 2020. Each unit consisted of one common share of the Company and one warrant allowing its holder to acquire an additional common share at $0.35 until January 30, 2021, and at $0.50 per share from January 30, 2021 to July 30, 2022.

 


F-8


 

On August 13, 2020, the Company issued 1,250,000 shares of its common stock to Ms. Arnett, the Company’s 10% shareholder, on the exercise of 1,250,000 options at $0.05 per option. Ms. Arnett chose to apply $62,500 the Company owed to her on account of past services against the exercise price of the shares. Ms. Arnett transferred the remaining $24,712 the Company owed to her as at August 13, 2020, to Mr. Hargreaves, the Company’s director of VP; Technology and Operations, in a private transaction.

 

On August 13, 2020, the Company issued 1,234,855 shares of its common stock to Mr. Hargreaves, the Company’s VP; Technology and Operations, on the exercise of 1,234,855 shares at $0.05 per option. Mr. Hargreaves chose to apply $61,743 the Company owed to him against the exercise price of the shares.

 

Options

 

The changes in the number of stock options outstanding during the nine-month period ended February 28, 2021, and for the year ended May 31, 2020, are as follows:

 

 

Nine months ended

February 28, 2021

 

Year ended

May 31, 2020

 

Number of

options

Weighted

average

exercise price

 

Number of

options

Weighted

average

exercise price

Options outstanding, beginning

7,050,000

$

0.24

 

7,050,000

$

0.24

Options exercised

(2,484,855)

$

0.05

 

-

$

n/a

Options expired

(1,515,145)

$

0.35

 

-

$

n/a

Options outstanding, ending

3,050,000

$

0.35

 

7,050,000

$

0.24

 

Details of options outstanding and exercisable as at February 28, 2021, are as follows:

 

Number of options outstanding

and exercisable

Exercise

price

Grant date

Expiry date

500,000

$0.35

August 5, 2015

April 1, 2021

500,000

$0.35

August 5, 2015

July 1, 2021

2,050,000

$0.35

August 24, 2017

August 23, 2022

3,050,000

$0.35

 

 

 

At February 28, 2021, the weighted average remaining contractual life of the stock options outstanding was 1.07 years.

 

Warrants

 

The changes in the number of warrants outstanding during the nine-month period ended February 28, 2021, and for the year ended May 31, 2020, are as follows:

 

 

Nine months ended

February 28, 2021

 

Year ended

May 31, 2020

 

Number of

warrants

Weighted

average

exercise price

 

Number of

warrants

Weighted

average

exercise price

Warrants outstanding, beginning

18,864,605

$

0.94

 

20,297,565

$

0.78

Warrants issued

988,000

$

0.35/$0.50

 

6,050,000

$

0.38

Warrants exercised

-

$

n/a

 

(7,482,960)

$

0.05

Warrants expired

(1,720,000)

$

1.50

 

-

$

n/a

Warrants outstanding, ending

18,132,605

$

0.86

 

18,864,605

$

0.94

 

 


F-9


 

Details of warrants outstanding as at February 28, 2021, are as follows:

 

Number of warrants

exercisable

Grant date

Exercise price

2,000,000

March 3, 2016

$0.75 expiring on March 3, 2021

9,094,605

October 12, 2016

$1.50 expiring on October 12, 2021

3,950,000

June 24, 2019

$0.20 expiring on June 24, 2021

100,000

July 22, 2019

$0.20 expiring on July 22, 2021

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

18,132,605

 

 

 

At February 28, 2021, the weighted average life of the warrants was 0.86 years.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


F-10


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 interim 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, 2020, filed with the United States Securities and Exchange Commission (the “SEC”) on September 15, 2020.

 

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 rapid expansion of the COVID-19 pandemic

 

We are cognizant of the rapid 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 man power 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.

 

Results of Operations for the Three and Nine Months ended February 28, 2021 and February 29, 2020

 

Our operating results for the three- and nine-month periods ended February 28, 2021 and February 29, 2020, and the changes in the operating results between those periods are summarized in the table below.

 

 

Three Months Ended

 

Nine Months Ended

 

 

February 28, 2021

February 29, 2020

Percentage

Increase/

(Decrease)

February 28, 2021

February 29, 2020

Percentage

Increase/

(Decrease)

Sales

$

4,374

$

2,380

83.8%

$

7,712

$

14,480

(46.7)%

Distribution rights

 

-

 

6,562

(100.0)%

 

-

 

25,000

(100.0)%

Cost of goods

 

(2,706)

 

(1,840)

47.1%

 

(4,063)

 

(7,737)

(47.5)%

Gross margin

 

1,668

 

7,102

(76.5)%

 

3,649

 

31,743

(88.5)%

Operating expenses

 

 

 

 

 

 

 

 

 

 

Amortization

 

520

 

546

(4.8)%

 

1,888

 

1,359

38.9%

Consulting fees

 

63,746

 

63,271

0.8%

 

203,133

 

214,270

(5.2)%

Distribution expenses

 

-

 

18,968

(100.0)%

 

261

 

54,588

(99.5)%

General and administrative expenses

 

37,232

 

69,442

(46.4)%

 

150,735

 

288,084

(47.7)%

Research and development costs

 

70,145

 

109,115

(35.7)%

 

193,820

 

265,722

(27.1)%

Total operating expenses

 

171,643

 

261,342

(34.3)%

 

549,837

 

824,023

(33.3)%

Interest

 

9,033

 

4,575

97.4%

 

23,358

 

15,310

52.6%

Loss on reacquisition of distribution rights

 

-

 

102,093

(100.0)%

 

-

 

102,093

(100.0)%

Net loss

$

179,008

$

360,908

(50.4)%

$

569,546

$

909,683

(37.4)%


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Revenues

 

During the 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 three-month period ended February 29, 2020, we recognized $2,380  in revenue, which consisted of $2,285 we received from sales of our eBalance® wellness devices, and $95 from monthly recurring revenue associated with the eBalance® treatment packages.  The cost attributed to this revenue was $1,840.

 

During the 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.

 

During the nine-month period ended February 29, 2020, we recognized $14,480 in revenue, which consisted of $14,385 we received from sales of our eBalance® wellness devices, and $95 from monthly recurring revenue associated with the eBalance® treatment packages. The cost attributed to this revenue was $7,737.

 

On June 6, 2019, we entered into a letter of intent for the wholesale distribution rights to all Mainland China, not including Hong Kong (the “LOI”). As part of the LOI the potential distributor (the “Distributor”) paid a non-refundable fee of $25,000, which we amortized over the term of the LOI, and as of February 29, 2020, the full $25,000 deposit was recognized as revenue. During the three months ended February 29, 2020, we recognized $6,562 in revenue. As of February 29, 2020, the LOI expired, and we did not enter into a definitive agreement with the Distributor.

 

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 FDA continues to be ongoing; at the time of this Quarterly Report on Form 10-Q we are compiling required documentation for a 510(K) premarket submission, which allows us to demonstrate that the eBalance® device is at least as safe and effective as a legally marketed 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, 2021, our operating expenses decreased by 34.3% from $261,342 we incurred during the three months ended February 29, 2020, to $171,643 we incurred during the three months ended February 28, 2021. The most significant expenses during this period included $70,145 in research and development fees (February 29, 2020 - $109,115), $63,746 in consulting fees (February 29, 2020 - $63,271), $19,500 we incurred in corporate communication fees (February 29, 2020- $20,445), $4,774 in accounting and audit fees (February 29, 2020 - $4,016), and $10,500 in management fees (February 29, 2020 - $6,000). During the comparative three-month period ended February 29, 2020 we incurred $18,968 in distribution expenses paid or accrued to our sales representatives, expense that we did not incur in the current period.

 

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

 

·During the nine-month period ended February 28, 2021, our consulting fees decreased by $11,137, or 5.2%, from $214,270 we incurred during the nine-month period ended February 29, 2020, to $203,133 we incurred during the nine-month period ended February 28, 2021. Larger consulting fees during the comparative period ended February 29, 2020, were associated with $25,000 we paid for consultation on setting up our distribution channels in China. 

 

·Our research and development fees for the nine-month period ended February 28, 2021, decreased by $71,902, or 27.1%, from $265,722 we incurred during the nine-month period ended February 29, 2020, to $193,820 we incurred during the nine-month period ended February 28, 2021. The lower research and development fees during the nine-month period ended February 28, 2021, were associated with the conclusion of the work associated with Health Canada certifications, and reduced work load associated  


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with our 510(K) submission to the FDA. In addition, we continued minor developments of the eBalance® systems.

 

·Our general and administrative fees for the nine-month period ended February 28, 2021, decreased by $137,349, or 47.7%, from $288,084 we incurred during the nine-month period ended February 29, 2020, to $150,735 we incurred during the nine-month period ended February 28, 2021. The largest two factors that contributed to this change were associated with fluctuation in foreign exchange rates, which, during the nine-month period ended February 28, 2021, resulted in $65,944 gain, as compared to $7,367 loss during the comparative period, and our expenditures on corporate communications, which decreased by $46,882 to $113,082 we recorded during the nine-month period ended February 28, 2021, as compared to $159,964 we incurred during the nine-month period ended February 29, 2020. Other factors that affected our general and administrative fees were associated with a $12,144 decrease to our accounting and audit fees, which decreased from $26,941 we incurred during the nine-month period ended February 29, 2020, to $14,797 for the nine-month period ended February 28, 2021. Our management fees decreased by $3,600 from $33,600 we incurred during the nine-month period ended February 29, 2020 to $30,000 we incurred during the nine-month period ended February 28, 2021, the decrease resulted from renegotiation of monthly management fees with the Company’s CEO and the CFO. In addition, during the current period, we incurred $4,134 in marketing and advertising fees as opposed to $13,983 we incurred during the nine-month period ended February 29, 2020. These decreases were in part offset by a $12,596 increase in professional fees, from $9,794 we incurred during the nine-month period ended February 29, 2020, to $22,390 we incurred during the nine-month period ended February 28, 2021. 

 

·During the nine-month period ended February 28, 2021, we incurred $261 in distribution expenses we paid or accrued to our sales representatives (February 29, 2020- $54,588). Based on our agreements with the sales representatives, we agreed to pay CAD$350 as commission for each eBalance® device they sell. In order to allow our sales representatives to establish their customer base, during the nine-month period ended February 29, 2020, we were paying a monthly fee of CAD$5,000 to each sales representative. Due to a delay in securing Health Canada Class II device licenses, we suspended our agreements with the sales representatives in January 2020. As of the date of this Quarterly Report on Form 10-Q the agreements with the sales representatives continue to be suspended. 

 

Other Items

 

During the three-month period ended February 28, 2021, we accrued $9,033 (February 29, 2020 - $4,575) in interest associated with the outstanding notes payable. On a year-to-date basis, we accrued $23,358 (February 29, 2020 - $15,310) in interest associated with the outstanding notes payable. Of this interest, $2,352 (February 29, 2020 - $7,766) represented interest we accrued on the notes payable we issued to Mr. Jeffs, our major shareholder.

 

During the three- and nine-month periods ended February 29, 2020, we recorded $102,093 loss on reacquisition of distribution rights from Live Current Media Inc. We did not have similar expenses during the comparative periods ended February 28, 2021.

 

Liquidity and Capital Resources

 

Working Capital

 

 

As at

February 28,

2021

 

As at

May 31,

2020

 

Percentage

Change

Current assets

$

98,376

 

$

157,343

 

(37.5)%

Current liabilities

 

1,989,585

 

 

1,679,523

 

18.5%

Working capital deficit

$

(1,891,209)

 

$

(1,522,180)

 

24.2%

 

As of February 28, 2021, we had a cash balance of $25,967, a working capital deficit of $1,891,209 and cash flows used in operations of $412,512 for the period then ended. During the nine-month period ended February 28, 2021, we funded our operations with $167,000 received from our private placement financing, and $226,186 we borrowed under loan agreements accumulating interest at 6% per annum, compounded monthly, and due on demand.


4


We did not generate sufficient cash flows from our operating activities to satisfy our cash requirements for the period ended February 28, 2021. 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,

2021

 

February 29,

2020

Cash flows used in operating activities

$

(412,512)

 

$

(695,398)

Cash flows used in investing activities

 

(1,574)

 

 

(2,463)

Cash flows provided by financing activities

 

393,186

 

 

753,650

Effects of foreign currency exchange on cash

 

1,777

 

 

103

Net increase (decrease) in cash during the period

$

(19,123)

 

$

55,892

 

Net Cash Used in Operating Activities

 

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.

 

Net cash used in operating activities during the nine months ended February 29, 2020, was $695,398. This cash was primarily used to cover our cash operating expenses of $785,600, to decrease our accrued liabilities by $20,255, unearned revenue by $6,814, and amounts due to related parties by $11,962. These uses of cash were offset by $19,810 decrease in other current assets, $3,757 decrease in inventory, and by $105,666 increases in our accounts payable.

 

Non-cash transactions

During the nine-month period ended February 28, 2021, our net loss was affected by the following expenses that did not have any impact on cash used in operations:

 

·$23,358 (2020 - $15,310) in interest we accrued on the outstanding notes payable. Of this interest, $2,352 (2020 - $7,766) was accrued on the notes payable we issued to Mr. Jeffs; 

 

·$69,502 in unrealized foreign exchange gain (2020 - $5,321 loss), 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; 

 

·$1,888 (2020 - $1,359) in amortization of equipment we acquired for our manufacturing operations and for our office; and 

 

·$16,500 (2020 - $Nil) in non-cash investor relations expenses which were associated with fair market value of the shares we issued to our consultant for investor relation services in April 2020. 

 

During the nine-month period ended February 29, 2020, we recognized $102,093 as loss on reacquisition of distribution rights from LIVC pursuant to the Buyback Agreement dated January 29, 2020. We did not have similar transactions during the nine-month period ended February 28, 2021.

 

Net Cash Used in Investing Activities

 

During the nine-month period ended February 28, 2021, we purchased office equipment for $1,574 (2020 - $2,463).


5


Net Cash Provided by Financing Activities

 

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.

 

During the nine-month period ended February 29, 2020, we received $252,650 under convertible loan agreements, which are payable on demand and accumulate interest at 6% per annum. At discretion of the lenders, the full amount due under the loans can be converted into the units of our common stock at the then-current price of private placement financing. In addition, we received a total of $15,000 in non-interest-bearing advances which are payable on demand. In addition to the funds received as part of debt financing, we issued 4,050,000 units of our common stock for total proceeds of $486,000. 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, 2021, 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, 2021, we had accumulated a deficit of $8,619,066 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, 2021. 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, 2021, 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 rapid expansion of the COVID-19 pandemic

 

We are cognizant of the rapid 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 man power 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 devices and therapies for treating and managing diabetes and related ailments is intensely competitive, subject to rapid change and significantly affected by new product introductions. We compete indirectly with large pharmaceutical and medical device companies, such as Bayer Corp., Becton Dickinson Corp., LifeScan Inc., a division of Johnson & Johnson, 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 our eBalance® Technology and products based on this technology.

 

Our products may be 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 might 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, and advertising and post-marketing reporting, including adverse event reports and field alerts due to manufacturing quality concerns.


8


 

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.

 

Our eBalance® Technology is currently in the research and development stage as are our planned products incorporating this 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 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.

 

Healthcare 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.


9


 

To date we have generated only minimal revenues. If we cannot increase our revenues to start generating profits, our investors may lose their entire investment.

 

To date we 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 very 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. We continue to 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 $8,619,066 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 carry out our planned clinical and observational trials, we must secure more funds. Currently, we have very limited resources and have already accumulated a net loss. Financing may be subject to numerous factors including investor sentiment, acceptance of our technology and so on. We currently have no arrangements for additional financing.  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.

 

The market for our common stock is limited and investors may have difficulty selling their stock.

 

Our shares are currently traded on the over the counter market, with quotations entered for our common stock on the OTCQB under the symbol “CMXC.” However, the volume of trading in our common stock is currently limited. As a result, holders of our common stock may have difficulty selling their shares.

 

Because our common stock is a penny stock, stockholders may be further limited in their ability to sell their shares.

 

Our shares constitute a penny stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and are expected to remain classified as a penny stock for the foreseeable future. Classification as a penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his or her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares will be subject to Rules 15g-2 through 15g-9 of the Exchange Act. Rather than having to comply with these rules, some broker-dealers will refuse to attempt to sell a penny stock.

 

Or

 

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


10


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 

(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.


11


 

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.

 

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)


12


 

Exhibit

 

 

Number

 

Description of Document

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)

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 August 31, 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.

10.33

 

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

10.34

 

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

10.35

 

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

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.


13


 

Exhibit

 

 

Number

 

Description of Document

101

 

The following materials from this Quarterly Report on Form 10-Q for the three- and nine-month periods ended February 28, 2021 and February 29, 2020 formatted in XBRL (extensible Business Reporting Language):

 

 

(1) Unaudited Condensed Consolidated Balance Sheets at February 28, 2021 and as at May 31, 2020.

 

 

(2) Unaudited Condensed Consolidated Statements of Operations for the three- and nine-month periods ended February 28, 2021 and February 29, 2020.

 

 

(3) Unaudited Condensed Consolidated Statement of Stockholders’ Deficit as at February 28, 2021 and February 29, 2020.

 

 

(4) Unaudited Condensed Consolidated Statements of Cash Flows for the nine-month periods ended February 28, 2021 and February 29, 2020.

 

(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 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


14


 

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 9, 2021

By:

/s/ Frank McEnulty

 

 

Frank McEnulty

 

 

Chief Executive Officer and Director

 

 

(Principal Executive Officer)

 

 

 

 

 

 

Date: April 9, 2021

By:

/s/Yanika Silina

 

 

Yanika Silina

 

 

Chief Financial Officer and Director

 

 

(Principal Accounting Officer)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


15

 

LOAN

AGREEMENT

December 14, 2020

 

Richard N. Jeffs (the “Lender”) of 11750 Fairtide Road, Ladysmith, BC V9G 1K5, advanced CDN$25,000 (the “Principal Sum”) to Cell MedX (Canada) Corp. (the “Borrower”) of 820 1130 Pender Street West. Vancouver, BC V6E 4A4. The Lender advanced the funds on December 14, 2020.

 

The Borrower agrees to repay the Principal Sum on demand, together with interest calculated and compounded monthly at the rate of 6% per year (the “Interest”) calculated from December 14, 2020 (the “Effective Date”). The Borrower is liable for repayment of the Principal Sum, accrued Interest, and any additional costs that the Lender incurs in trying to collect the amount owed to him under the terms of this Loan Agreement.

 

The Borrower will evidence the debt and its repayment of the Principal Sum and the Interest with a promissory note in the attached form.

 

LENDER

BORROWER

Richard N. Jeffs

Cell MedX (Canada) Corp.

 

 

Per:

Per:

 

 

 

 

/s/ Richard N. Jeffs

/s/  Yanika Silina

Richard N. Jeffs

Yanika Silina, Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

PROMISSORY NOTE

 

Principal Amount: CDN$25,000

December 14, 2020

 

 

FOR VALUE RECEIVED Cell MedX (Canada) Corp., (the “Borrower”) promises to pay on demand to the order of Richard N. Jeffs (the “Lender”) the sum of $25,000 lawful money of Canada (the “Principal Sum”) together with the Interest accrued on the Principal Sum calculated from December 14, 2020 (“Effective Date”) both before and after maturity, default and judgment at the Interest Rate as defined below.

 

For the purposes of this promissory note, Interest Rate means 6 per cent per year. Interest at the Interest Rate must be calculated and compounded monthly not in advance from and including the Effective Date (for an effective rate of 6.2% per annum calculated monthly), and is payable together with the Principal Sum when the Principal Sum is repaid.

 

The Borrower may repay the Principal Sum, and the Interest in whole or in part at any time.

 

The Borrower waives presentment, protest, notice of protest and notice of dishonour of this promissory note.

 

 

BORROWER

Cell MedX (Canada) Corp.

 

Per:

 

 

/s/ Yanika Silina

Yanika Silina, Director

 

 

 

 

 

 

 

 

 

 

 

 

 

LOAN

AGREEMENT

December 23, 2020

 

Richard N. Jeffs (the “Lender”) of 11750 Fairtide Road, Ladysmith, BC V9G 1K5, advanced CDN$7,500 (the “Principal Sum”) to Cell MedX (Canada) Corp. (the “Borrower”) of 820 1130 Pender Street West. Vancouver, BC V6E 4A4. The Lender advanced the funds on December 23, 2020.

 

The Borrower agrees to repay the Principal Sum on demand, together with interest calculated and compounded monthly at the rate of 6% per year (the “Interest”) calculated from December 23, 2020 (the “Effective Date”). The Borrower is liable for repayment of the Principal Sum, accrued Interest, and any additional costs that the Lender incurs in trying to collect the amount owed to him under the terms of this Loan Agreement.

 

The Borrower will evidence the debt and its repayment of the Principal Sum and the Interest with a promissory note in the attached form.

 

LENDER

BORROWER

Richard N. Jeffs

Cell MedX (Canada) Corp.

 

 

Per:

Per:

 

 

 

 

/s/ Richard N. Jeffs

/s/  Yanika Silina

Richard N. Jeffs

Yanika Silina, Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

PROMISSORY NOTE

 

Principal Amount: CDN$7,500

December 23, 2020

 

 

FOR VALUE RECEIVED Cell MedX (Canada) Corp., (the “Borrower”) promises to pay on demand to the order of Richard N. Jeffs (the “Lender”) the sum of $7,500 lawful money of Canada (the “Principal Sum”) together with the Interest accrued on the Principal Sum calculated from December 23, 2020 (“Effective Date”) both before and after maturity, default and judgment at the Interest Rate as defined below.

 

For the purposes of this promissory note, Interest Rate means 6 per cent per year. Interest at the Interest Rate must be calculated and compounded monthly not in advance from and including the Effective Date (for an effective rate of 6.2% per annum calculated monthly), and is payable together with the Principal Sum when the Principal Sum is repaid.

 

The Borrower may repay the Principal Sum, and the Interest in whole or in part at any time.

 

The Borrower waives presentment, protest, notice of protest and notice of dishonour of this promissory note.

 

 

BORROWER

Cell MedX (Canada) Corp.

 

Per:

 

 

/s/ Yanika Silina

Yanika Silina, Director

 

 

 

 

 

 

 

 

 

 

 

 

 

LOAN

AGREEMENT

January 21, 2021

 

Rain Communications Corp. (the “Lender”) with an address at 1130 West Pender Street, Unit 820, Vancouver, BC V6E 4A4, advanced USD$45,000 (the “Principal Sum”) to Cell MedX Corp. (the “Borrower”) of 123 W. Nye Ln, Suite 446, Carson City, NV 89706. The Lender advanced the funds on January 21, 2021.

 

The Borrower agrees to repay the Principal Sum on demand, together with interest calculated and compounded monthly at the rate of 6% per year (the “Interest”) calculated from January 21, 2021 (the “Effective Date”). The Borrower is liable for repayment of the Principal Sum, accrued Interest, and any additional costs that the Lender incurs in trying to collect the amount owed to him under the terms of this Loan Agreement.

 

The Borrower will evidence the debt and its repayment of the Principal Sum and the Interest with a promissory note in the attached form.

 

LENDER

BORROWER

Rain Communications Corp.

Cell MedX Corp.

 

 

Per:

Per:

 

 

 

 

/s/ Ralph Biggar

/s/  Yanika Silina

Ralph Biggar, President

Yanika Silina, CFO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

PROMISSORY NOTE

 

Principal Amount: USD$45,000

January 21, 2021

 

 

FOR VALUE RECEIVED Cell MedX Corp., (the “Borrower”) promises to pay on demand to the order of Rain Communications Corp. (the “Lender”) the sum of $45,000 lawful money of the United States of America (the “Principal Sum”) together with the Interest accrued on the Principal Sum calculated from January 21, 2021 (“Effective Date”) both before and after maturity, default and judgment at the Interest Rate as defined below.

 

For the purposes of this promissory note, Interest Rate means 6 per cent per year. Interest at the Interest Rate must be calculated and compounded monthly not in advance from and including the Effective Date (for an effective rate of 6.2% per annum calculated monthly), and is payable together with the Principal Sum when the Principal Sum is repaid.

 

The Borrower may repay the Principal Sum, and the Interest in whole or in part at any time.

 

The Borrower waives presentment, protest, notice of protest and notice of dishonour of this promissory note.

 

 

BORROWER

Cell MedX Corp.

 

Per:

 

 

/s/ Yanika Silina

Yanika Silina, CFO

 

 

 

 

 

 

 

 

 

 

 

 

 

LOAN

AGREEMENT

February 16, 2021

 

Rain Communications Corp. (the “Lender”) with an address at 1130 West Pender Street, Unit 820, Vancouver, BC V6E 4A4, advanced USD$30,000 (the “Principal Sum”) to Cell MedX Corp. (the “Borrower”) of 123 W. Nye Ln, Suite 446, Carson City, NV 89706. The Lender advanced the funds on February 16, 2021.

 

The Borrower agrees to repay the Principal Sum on demand, together with interest calculated and compounded monthly at the rate of 6% per year (the “Interest”) calculated from February 16, 2021 (the “Effective Date”). The Borrower is liable for repayment of the Principal Sum, accrued Interest, and any additional costs that the Lender incurs in trying to collect the amount owed to him under the terms of this Loan Agreement.

 

The Borrower will evidence the debt and its repayment of the Principal Sum and the Interest with a promissory note in the attached form.

 

LENDER

BORROWER

Rain Communications Corp.

Cell MedX Corp.

 

 

Per:

Per:

 

 

 

 

/s/ Ralph Biggar

/s/  Yanika Silina

Ralph Biggar, President

Yanika Silina, CFO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

PROMISSORY NOTE

 

Principal Amount: USD$30,000

February 16, 2021

 

 

FOR VALUE RECEIVED Cell MedX Corp., (the “Borrower”) promises to pay on demand to the order of Rain Communications Corp. (the “Lender”) the sum of $30,000 lawful money of the United States of America (the “Principal Sum”) together with the Interest accrued on the Principal Sum calculated from February 16, 2021 (“Effective Date”) both before and after maturity, default and judgment at the Interest Rate as defined below.

 

For the purposes of this promissory note, Interest Rate means 6 per cent per year. Interest at the Interest Rate must be calculated and compounded monthly not in advance from and including the Effective Date (for an effective rate of 6.2% per annum calculated monthly), and is payable together with the Principal Sum when the Principal Sum is repaid.

 

The Borrower may repay the Principal Sum, and the Interest in whole or in part at any time.

 

The Borrower waives presentment, protest, notice of protest and notice of dishonour of this promissory note.

 

 

BORROWER

Cell MedX Corp.

 

Per:

 

 

/s/ Yanika Silina

Yanika Silina, CFO

 

 

 

 

 

 

 

 

 

 

 

 

CELL MEDX CORP.

CERTIFICATIONS PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Frank McEnulty, certify that:


1.   I have reviewed this Quarterly Report on Form 10-Q for the period ending February 28, 2021, of Cell MedX Corp.;


2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.  The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date:  April 9, 2021


/s/ Frank McEnulty

Frank McEnulty

Chief Executive Officer

(Principal Executive Officer)



CELL MEDX CORP.

CERTIFICATIONS PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Yanika Silina, certify that:


1.   I have reviewed this Quarterly Report on Form 10-Q for the period ending February 28, 2021, of Cell MedX Corp.;


2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.  The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date:  April 9, 2021


/s/ Yanika Silina

Yanika Silina

Chief Financial Officer

(Principal Accounting Officer)



CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Cell MedX Corp. (the “Company”) on Form 10-Q for the period ending February 28, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:


(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Dated: April 9, 2021



/s/ Frank McEnulty

Frank McEnulty

Chief Executive Officer

(Principal Executive Officer)





 

 

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Cell MedX Corp. (the “Company”) on Form 10-Q for the period ending February 28, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:


(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Dated: April 9, 2021



/s/ Yanika Silina

Yanika Silina

Chief Financial Officer

(Principal Accounting Officer)