Cell MedX Corp. (Form: 10-Q, Received: 01/14/2015 16:14:46)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended November 30, 2014

o 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.)

4575 Dean Martin Drive, Suite 2206 Las Vegas, NV		89103
(Address of principal executive offices)		(Zip code)

(310) 508-9398

(Registrant’s telephone number, including area code)

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

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 o		Accelerated filer o

Non-accelerated filer o		Smaller Reporting Company x

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

The number of shares of the Registrant’s common stock, par value $.001 per share, outstanding as of January 14, 2015 was 31,000,000.

TABLE OF CONTENTS

		Page
	PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	3
	Consolidated Balance Sheets	F-1
	Consolidated Statements of Operations	F-2
	Consolidated Statement of Stockholders' Deficit	F-3
	Consolidated Statements of Cash Flows	F-4
	Notes to Consolidated Financial Statements	F-5 to F-7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	8

Item 4.	Controls and Procedures	8

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	9

Item 1A.	Risk Factors	9

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	14

	SIGNATURES	14

PART I - FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

The accompanying unaudited consolidated interim financial statements of Cell MedX Corp. as at November 30, 2014, 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 six month periods ended November 30, 2014 are not necessarily indicative of the results that can be expected for the year ending May 31, 2015.

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

Cell MedX Corp.

(Formerly Sports Asylum, Inc.)

CONSOLIDATED BALANCE SHEETS


	November 30, 2014			May 31, 2014
ASSETS	(Unaudited)

Current assets
Cash	$	339		$	1,201
GST receivable		38			-
Total current assets		377			1,201

Technology		104,512			-
Total assets	$	104,889		$	1,201


LIABILITIES AND STOCKHOLDERS' DEFICIT
Accounts payable	$	158,799		$	1,949
Accrued liabilities		19,435			-
Advances payable		63,589			-
Advances from related parties		26,168			19,647
Note payable		125,370			-
Total liabilities		393,361			21,596

STOCKHOLDERS' DEFICIT
Common stock, $0.001 par value, 300,000,000 shares authorized;
31,000,000 shares issued and outstanding		31,000			31,000
Additional paid-in capital		84,400			31,900
Accumulated deficit		(403,882	)		(83,295	)
Accumulated other comprehensive income		10			-
Total stockholders' deficit		(288,472	)		(20,395	)
Total liabilities and stockholders’ deficit	$	104,889		$	1,201


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

F-1

Cell MedX Corp.

(Formerly Sports Asylum, Inc.)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three months ended						Six months ended
	November 30,						November 30,
	2014			2013			2014			2013

Operating expenses
Accounting and audit	$	4,800		$	1,500		$	9,800		$	5,300
Amortization		143			-			143			-
Consulting fees		80,942			-			89,942			-
Corporate communications		69,698			-			69,698			-
Due diligence		-			-			29,646			-
Filing and regulatory		8,043			1,339			10,816			3,466
Financing fees		52,500			-			52,500			-
Interest on loans		370			-			370			-
Professional fees		40,373			-			42,111			-
Office		251			-			251			-
Travel and entertainment		16,666			-			16,666			-
Foreign exchange gain		(1,121	)		-			(1,356	)		-
Total operating expenses		272,665			2,839			320,587			8,766
Net loss		(272,665	)		(2,839	)		(320,587	)		(8,766	)

Unrealized foreign exchange gain		10			-			10			-
Comprehensive loss	$	(272,655	)	$	(2,839	)	$	(320,577	)	$	(8,766	)

Net loss per common share - basic and diluted	$	(0.01	)	$	(0.00	)	$	(0.01	)	$	(0.00	)

Weighted average number of shares outstanding – basic and diluted		31,000,000			31,000,000			31,000,000			31,000,000

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

F-2

Cell MedX Corp.

(Formerly Sports Asylum, Inc.)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT


					Additional					Accumulated Other
	Common Stock				Paid-in		Accumulated			Comprehensive
	Shares		Amount		Capital		Deficit			Income		Total

Balance - May 31, 2013		31,000,000	$	31,000	$	31,900	$	(64,768	)	$	-	$	(1,868	)

Net loss for the six months ended November 30, 2013		-		-		-		(8,766	)		-		(8,766	)
Balance - November 30, 2013		31,000,000		31,000		31,900		(73,534	)		-		(10,634	)

Net loss for the six months ended May 31, 2014		-		-		-		(9,761	)		-		(9,761	)
Balance - May 31, 2014		31,000,000		31,000		31,900		(83,295	)		-		(20,395	)

Beneficial conversion feature		-		-		52,500		-			-		52,500
Net loss for the six months ended November 30, 2014		-		-		-		(320,587	)		-		(320,587	)
Unrealized foreign currency exchange gain		-		-		-		-			10		10
Balance - November 30, 2014		31,000,000	$	31,000	$	84,400	$	(403,882	)	$	10	$	(288,472	)

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

F-3

Cell MedX Corp.

(Formerly Sports Asylum, Inc.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six months ended
	November 30,
	2014			2013

Cash flows used in operating activities
Net loss	$	(320,587	)	$	(8,766	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization		143			-
Financing costs		52,500			-
Unrealized foreign exchange gains		(1,905	)		-

Changes in operating assets and liabilities:
GST receivable		(38	)		-
Accounts payable		158,096			58
Accrued liabilities		19,435			-
Advances payable		64,244			-
Due to related parties		6,525			-
Accrued interest on notes payable		370			-
Net cash flows used in operating activities		(21,217	)		(8,708	)

Cash flows used in investing activities:
Acquisition of Technology		(104,655	)		-
Net cash used in investing activities		(104,655	)		-

Cash flows provided by financing activities
Cash received on issuance of notes payable		125,000			-
Net cash provided by financing activities		125,000			-

Translation gain		10			-
Decrease in cash		(862	)		(8,708	)
Cash, beginning		1,201			10,979
Cash, ending	$	339		$	2,271

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

F-4

Cell Medx Corp.

(Formerly Sports Asylum, Inc.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOVEMBER 30, 2014

(UNAUDITED)

NOTE 1 - ORGANIZATION

Nature of Operations

Cell MedX Corp. (the “Company”) was incorporated as Plandel Resources, Inc. under the laws of the State of Nevada on March 19, 2010 with 300,000,000 authorized common shares with a par value of $0.001. On March 24, 2014, the Company changed its name to Sports Asylum, Inc. and on September 30, 2014 to Cell MedX Corp. On November 26, 2014, the Company formed a subsidiary, Avyonce Cosmedics Inc., (the “Avyonce”) under the laws of British Columbia.

The Company is an early development stage company focused on the discovery, development and commercialization of therapeutic products for patients with diseases such as diabetes by developing technologies to help manage the illness and related complications.

Unaudited Interim Financial Statements

The unaudited interim consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“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 financial statements for the year ended May 31, 2014, included in the Company’s Annual Report on Form 10-K, filed with the SEC. The interim unaudited consolidated financial statements should be read in conjunction with those audited 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 six month period ended November 30, 2014 are not necessarily indicative of the results that may be expected for the year ending May 31, 2015.

Recent Accounting Pronouncements

In June 2014, the FASB issued ASU 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The Company elected to early adopt the guidance in FASB Topic 915 as of May 31, 2014 and no longer provides the accounting disclosures for development stage companies. Accordingly, the figures for the period from inception to the current period are no longer provided and all references to development stage operations have been removed .

Other recent accounting pronouncements with future effective dates are not expected to have an impact on the Company’s financial statements.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Following are the accounting policies that the Company adopted during the six months period ended November 30, 2014:

Principals of Consolidation

The consolidated financial statements include the accounts of Cell MedX Corp. and its wholly-owned subsidiary, Avyonce Cosmedics Inc., (the “Avyonce”) incorporated under the laws of the Province of British Columbia. All significant intercompany balances and transactions have been eliminated.

Foreign Currency Translations and Transactions

Foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Revenues and expenses are translated at average rates of exchange during the period. Related translation adjustments as well as gains or losses resulting from foreign currency transactions are reported as a component of general and administrative expenses on the statement of operations.

F-5

Cell Medx Corp.

(Formerly Sports Asylum, Inc.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOVEMBER 30, 2014

(UNAUDITED)

NOTE 3 –TECHNOLOGY

On November 25, 2014, the Company completed the acquisition of a proprietary technology for the use of microcurrents for the treatment of diabetes and related ailments (the “Technology”) from Jean Arnett and Brad Hargreaves (the “Vendors”).

In consideration for the sale of the Technology, the Company paid the Vendors a total of $100,000 and issued the Vendors options for the purchase of up to 20,000,000 shares of the Company’s common stock at an initial exercise price of $0.05 per share. The options vest as follows:

Number of Options to Vest	Vesting Condition
2,500,000	Upon the design and commencement of the first clinical trial.
2,500,000	Upon the completion of the first clinical trial.
2,500,000	Upon the design and commencement of the second clinical trial.
2,500,000	Upon the completion of the second clinical trial.
5,000,000	Upon the design and commencement of the third clinical trial.
5,000,000	Upon the completion of the third clinical trial.
20,000,000

In addition, the Vendors were appointed Vice President, Corporate Strategy and Vice President, Technology and Operations of the Company.

The Technology is amortized over 10 years on a straight line basis. During the six months ended November 30, 2014, amortization expense of $143 (November 30, 2013 - $Nil) was recorded.

The following table represents the book value of the Technology as at November 30, 2014:

	November 30, 2014
Acquisition price	$	100,000
Patent application		4,655
Amortization		(143	)
Total	$	104,512

NOTE 4 – RELATED PARTY TRANSACTIONS

Amounts due to related parties at November 30, 2014 and May 31, 2014:

	November 30, 2014		May 31, 2014
Due to the Chief Executive Officer (“CEO”)	$	1,461	$	-
Due to the Vice President, Corporate Strategy		888		-
Due to the Vice President, Technology and Operations		875		-
Due to the former major shareholder		22,944		19,647
Due to related parties	$	26,168	$	19,647

Amounts are unsecured, due on demand and bear no interest.

During the six months ended November 30, 2014 and 2013, the Company incurred the following expenses with related parties:

F-6

Cell Medx Corp.

(Formerly Sports Asylum, Inc.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOVEMBER 30, 2014

(UNAUDITED)

	November 30, 2014		November 30, 2013
Consulting fees incurred to the Vice President, Corporate Strategy	$	34,690	$	-
Consulting fees incurred to the Vice President, Technology and Operations		27,752		-
Total transactions with related parties	$	62,442	$	-

NOTE 5 – NOTES AND ADVANCES PAYABLE

On November 12, 2014, the Company signed a loan agreement with City Group LLC., (the “Lender”) for $125,000. The loan bears interest at 6% per annum, is unsecured and is payable on demand. At the discretion of the Lender, the loan and accrued interest can be converted into restricted shares of common stock of the Company at $0.50 per share. The Company recorded a beneficial conversion feature and associated non-cash financing cost of $52,500 as the conversion price was below the market value of the shares on the date of the transaction.

As of November 30, 2014, the Company recorded $370 in interest expense.

During the six months ended November 30, 2014, the Company received advances of CAD$27,500 ($24,721) and $39,523. These advances do not bear interest, are unsecured and payable on demand.

NOTE 6 – SHARE CAPITAL

During the six months period ended November 30, 2014, the Company did not have any transactions that resulted in issuance of its common stock.

Options

On November 25, 2014, as part of the Technology acquisition, the Company issued to each of the Vendors options for the purchase of up to 10,000,000 shares (20,000,000 shares in total) of the Company’s common stock at an initial exercise price of $0.05 per share (Note 3).

As at November 30, 2014, all options remained unvested.

NOTE 7 – SUBSEQUENT EVENT

Convertible Loan Agreement

On December 12, 2014, the Company signed a second loan agreement with the Lender for $70,000. The loan bears interest at 6% per annum, is unsecured and payable on demand. At the discretion of the Lender, the loan and accrued interest can be converted into restricted shares of the common stock of the Company at $0.50 per share.

Management Consulting Agreement

On January 13, 2015, the Company entered into a three-year Management Consulting Agreement (the “Consulting Agreement”) with Dr. John Sanderson, MD (the "Consultant"). Pursuant to the Consulting Agreement, the Consultant will receive a base consulting fee of $10,000 per month. In addition, the Company agreed to pay the Consultant a signing bonus of $10,000, plus an additional $10,000 as compensation for services provided to the Company's Advisory Board.

The Company also issued to the Consultant non-transferrable options to purchase up to 2,400,000 shares of the Company’s common stock at an exercise price of $0.67 per share. The options vest quarterly starting on March 31, 2015 in equal portions of 200,000 shares per vesting period, and expire on the 5th year anniversary of the applicable vesting date.

F-7

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation

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

The discussion provided in this Quarterly Report should be read in conjunction with our Annual Report on Form 10-K for the year ended May 31, 2014, and our Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 3, 2014.

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.

At the time of formation, our goal was to acquire and develop gold properties while world gold prices were strong, which resulted in the acquisition of a 100% interest in the Plandel Gold Claim located in the Republic of the Philippines. As of the date of this Quarterly Report, we continue to hold our interest in the claim, however, we have terminated all business activities associated with it.

On November 25, 2014, we completed the acquisition of a proprietary method for the application of bioelectric signaling to treat diabetes and related ailments (the “e-balance Technology”). With our acquisition of the e-balance Technology, we have shifted our business direction to the discovery, development and commercialization of therapeutic products for patients with diseases such as diabetes by developing technologies to help manage the illness and related complications.

Recent Corporate Developments

The following corporate developments occurred during the quarter ended November 30, 2014, and up to the date of the filing of this report:

Consulting Agreements

On September 1, 2014, we entered into two separate consulting agreements (the “Agreements”) with Jean Arnett and Brad Hargreaves (collectively, the “Consultants”) to assist us in our business development efforts. The Agreements were in effect for two months, after which term they are automatically extended on a month-to-month basis until terminated by us or the Consultants. In consideration for Ms. Arnett and Mr. Hargreaves agreeing to provide the services to us, we agreed to pay a monthly consulting fee of CDN$12,500 per month to Ms. Arnett, and CDN$10,000 per month to Mr. Hargreaves. In addition to the above consulting fees, we also agreed to reimburse the Consultants for all normal and reasonable travel and other specific expenses incurred by them in connection with the consulting services.

Name Change to “Cell MedX Corp.”

On September 22, 2014, our then sole director and sole executive officer, Frank McEnulty, approved an amendment to our Articles of Incorporation to change our name from “Sports Asylum, Inc.” to “Cell MedX Corp.” (the “Name Change”). The Name change became effective on September 30, 2014, and was completed by way of merger of our wholly owned subsidiary formed solely for the purpose of completing the name change into our Company pursuant to the provisions of NRS 92A.180.

Formation of an Advisory Board

On November 10, 2014, we formed a scientific Advisory Board with Dr. John Sanderson, MD as its Chairman. Dr. Sanderson, a stem cell researcher and former Johnson & Johnson (LifeScan) medical director, is responsible for the design and executive oversight of our research programs.

Incorporation of Subsidiary

On November 26, 2014, we formed a subsidiary, Avyonce Cosmedics Inc., (the “Avyonce”) under the laws of British Columbia. This subsidiary will concentrate its efforts on the resale and marketing of spa technology and equipment to the worldwide beauty and wellness industry. In December 2014, Avyonce has received its first order for approximately $55,000 from Dubai, United Arab Emirates. As of the date of this report, the order has not been fulfilled.

Acquisition of e-balance Technology

On November 25, 2014, we completed the acquisition of a proprietary technology for the use of microcurrents for the treatment of diabetes and related ailments (the “e-balance Technology”). The acquisition of the e-balance Technology was made pursuant to the Technology Purchase Agreement made effective as of October 16, 2014 and amended by Amendment No. 1 to the Technology Purchase Agreement made effective as of October 28, 2014 and by Amendment No. 2 to the Technology Purchase Agreement made effective as of November 13, 2014 (as amended, the “Purchase Agreement”) between the Company, Jean Arnett and Bradley Hargreaves, (Ms. Arnett and Mr. Hargreaves collectively, being referred to as the “Vendors”).

Pursuant to the Purchase Agreement, the Vendors sold to us all of their respective rights, title and interests in and to the e-balance Technology. In consideration for the sale of the e-balance Technology, we paid to the Vendors a total of $100,000 USD and issued to each of the Vendors options for the purchase of up to 10,000,000 shares (20,000,000 shares in total) of our common stock at an initial exercise price of $0.05 per share (the “Options”). The Options are subject to certain vesting conditions based on the design, initiation and completion of clinical trials for the e-balance Technology. For further details on the Purchase Agreement including the vesting conditions for the options we issued to the Vendors, please refer to the Form 8-K we filed with the Securities and Exchange Commission on December 3, 2014.

Appointment of New Directors and Officers

Upon closing of the acquisition of the e-balance Technology, we appointed the following persons as directors and officers of the Company:

Name	Position
Jean M. Arnett	Director and Vice President, Corporate Strategy
Bradley S. Hargreaves	Vice President, Technology and Operations
Yanika Silina	Treasurer, Chief Financial Officer and Secretary

Pursuant to the provisions of the Purchase Agreement, Mr. Hargreaves and Ms. Silina are expected to be appointed as directors of the Company shortly after the filing of this Quarterly Report.

Change of Auditors

On December 18, 2014, we terminated Sadler, Gibb & Associates, LLC (“Sadler Gibb”) as our independent accountants and appointed Dale Matheson Carr-Hilton Labonte LLP ("DMCL") as our new independent accountants. Our Board of Directors unanimously approved the engagement of DMCL. The change of auditors was not caused by disagreements on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure with Sadler Gibb.

Management Consulting Agreement

On January 13, 2015, we entered into a three-year Management Consulting Agreement (the “Consulting Agreement”) with Dr. John Sanderson, MD, head of our scientific Advisory Board. Pursuant to the Consulting Agreement, Dr. Sanderson, was appointed our Chief Medical Officer and will be responsible for design and oversight of all aspects of medical clinical trials relating to our e-balance Technology and further medical research and development activities.

During the term of the Consulting Agreement Dr. Sanderson will receive a base consulting fee of $10,000 per month. In addition, we agreed to pay Dr. Sanderson a signing bonus of $10,000, plus an additional $10,000 as compensation for services provided by Dr. Sanderson from the date of his appointment to our Advisory Board through to December 31, 2014.

In addition to above fees, we agreed to issue to Dr. Sanderson non-transferrable options to purchase up to 2,400,000 shares of our common stock at an initial exercise price of $0.67 per share. The options vest quarterly starting on March 31, 2015 in equal portions of 200,000 shares per vesting period, and expire on the 5 th year anniversary of the applicable vesting date, subject to early termination provisions in the event that Dr. Sanderson ceases to act for us in any capacity.

Convertible Loan Agreements

During the period covered by this Quarterly Report on Form 10-Q, we entered into two convertible loan agreements with City Group LLC., (the “Lender”) for the total of $195,000. The loans bear interest at 6% per annum, compounded monthly, are unsecured and payable on demand. Subject to applicable US securities laws, at the discretion of the Lender, the principal amount outstanding under the loan agreements, together with accrued interest thereon, may be converted into shares of our common stock at $0.50 per share.

Results of Operations for the Three and Six Months ended November 30, 2014 and 2013

	Three months ended November 30,					Changes between the periods ended November 30,			Six months ended November 30,					Changes between the periods ended November 30,
	2014			2013		2014 and 2013			2014			2013		2014 and 2013

Operating expenses
Accounting and audit	$	4,800		$	1,500	$	3,300		$	9,800		$	5,300	$	4,500
Amortization		143			-		143			143			-		143
Consulting fees		80,942			-		80,942			89,942			-		89,942
Corporate communications		69,698			-		69,698			69,698			-		69,698
Due diligence		-			-		-			29,646			-		29,646
Filing and regulatory		8,043			1,339		6,704			10,816			3,466		7,350
Financing fees		52,500			-		52,500			52,500			-		52,500
Interest on loans		370			-		370			370			-		370
Professional fees		40,373			-		40,373			42,111			-		42,111
Office		251			-		251			251			-		251
Travel and entertainment		16,666			-		16,666			16,666			-		16,666
Foreign exchange gain		(1,121	)		-		(1,121	)		(1,356	)		-		(1,356	)
Total operating expenses	$	272,665		$	2,839	$	269,826		$	320,587		$	8,766	$	311,821

During the three months period ended November 30, 2014, our operating expenses increased by $269,826 from $2,839 incurred during the three months ended November 30, 2013, to $272,665 incurred during the three months ended November 30, 2014. The increase was associated with our acquisition of e-balance Technology, which resulted in change to our business operations and overall increase to our operating expenses.

During the six months period ended November 30, 2014, our operating expenses increased by $311,821 from $8,766 incurred during the six months ended November 30, 2013, to $320,587 incurred during the six months ended November 30, 2014. The most significant year-to-date changes were as follows:

●	During the six months ended November 30, 2014, we recorded $29,646 in due diligence costs which resulted from the process we initiated to determine the viability of acquisition of the e-balance Technology.
●	During the six months ended November 30, 2014, we incurred $89,942 in consulting fees. Of this amount, $62,442 was paid to Jean Arnett and Brad Hargreaves – the vendors of our e-balance Technology - for assisting us with our business development efforts.
●	In order to bring awareness for our Company and e-balance Technology to the general public, we have incurred $69,698 in corporate communications fees, which included programming and design of our corporate web site, the production of PowerPoint and video presentations.
●	During the six months ended November 30, 2014, we recorded $52,500 in financing fees on the loan agreement we entered into to support our current operations. The non-cash financing fee resulted from the conversion feature of the loan, which was below the market value of the shares on the date of the transaction.
●	Our legal fees for the six months period ended November 30, 2014, were $42,111 and were mainly associated with completing our acquisition of the e-balance Technology.

Liquidity and Capital Resources

Working Capital

	November 30, 2014			May 31, 2014
Current assets	$	377		$	1,201
Current liabilities		(393,361	)		(21,596	)
Working capital deficit	$	(392,984	)	$	(20,395	)

As of November 30, 2014, we had a cash balance of $339, a working capital deficit of $392,984 and cash flows used in operations of $21,217 for the six months then ended. During the six months ended November 30, 2014, we funded our operations with a $125,000 convertible loan we received from an unrelated party and $64,244 in advances we received during the same period.

Cash Flows

	November 30,
	2014			2013
Net cash used in operating activities	$	(21,217	)	$	(8,708	)
Net cash used in investing activities		(104,655	)		-
Net cash provided by financing activities		125,000			-
Effect of foreign currency exchange		10			-
Net decrease in cash	$	(862	)	$	(8,708	)

Net Cash Used in Operating Activities

Net cash used in operating activities during the six months ended November 30, 2014, was $21,217. This cash was primarily used to cover our cash operating expenses of $269,849 and increase our GST receivable by $38. These uses of cash were offset by $158,096 and $19,435 increases in our accounts payable and accrued liabilities, respectively; by $64,244 advances we received from non-related parties and by $6,525 in additional advances we received from two of our executive officers and a former shareholder. In addition we accrued $370 in interest on the note payable, which remain unpaid.

Net cash used in operating activities during the six months ended November 30, 2013, was $8,708. This cash was used to cover our cash operating expenses of $8,766, and were offset by increase in our accounts payable of $58.

Non-cash transactions

During the six months period ended November 30, 2014, we recorded $143 in amortization expense on our e-balance Technology, which is being amortized on the straight line basis over a period of ten years. We also recorded $52,500 in non-cash financing costs associated with the conversion feature of the note payable. These non-cash expenses were offset by $1,905 in unrealized foreign exchange gain we recorded on CDN$ liabilities, which we incurred during the six months ended November 30, 2014.

We did not have any non-cash transactions during the six months period ended November 30, 2013.

Net Cash Used in Investing Activities

During the six months ended November 30, 2014, we invested $104,655 to acquire our e-balance Technology. We did not have any investing activities during the same period ended November 30, 2013.

Net Cash Provided by Financing Activities

During the six months ended November 30, 2014, we borrowed $125,000 from City Group LLC (the “Lender”), an unrelated party. The loan is unsecured, payable on demand and bears interest at 6% per annum, compounded monthly. Subject to applicable US securities laws, at the discretion of the lender the principle amount outstanding and accrued interest thereon may be converted into shares of our common stock at $0.50 per share. Subsequent to our period ended November 30, 2014, we borrowed an additional $70,000 from the Lender on the same terms and conditions as the previous loan from the Lender.

During the six months ended November 30, 2013, we did not have any financing transactions.

Going Concern

The notes to our unaudited interim consolidated financial statements at November 30, 2014 disclose our uncertain ability to continue as a going concern. We are development stage company with limited operations. To date we were not able to generate revenue from our operations, and our research and development plans for the near future will require large capital expenditures.

We have accumulated a deficit of $403,882 since inception. 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 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

Item 3. Quantitative and Qualitative Disclosure about Market Risk

None

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 November 30, 2014. Based on that evaluation, our management concluded that our disclosure controls and procedures were 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.

During the quarter ended November 30, 2014, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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 our Company and our Industry

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

The market for treatment and management of diabetes and related ailments is intensely competitive, subject to rapid change and significantly affected by new product introductions. We compete indirectly with large pharmaceutical and medical device companies, such as Bayer Corp., Becton Dickinson Corp., LifeScan Inc., a division of Johnson & Johnson, and Abbott Laboratories. 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 e-balance Technology and products based on this technology.

Our products will 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 postmarketing reporting, including adverse event reports and field alerts due to manufacturing quality concerns.

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

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

The expiration or loss of patent protection and licenses may affect our future revenues and operating income.

Our business relies on patents, patent applications and trademarks to protect our intellectual property. Although most of the challenges to our intellectual property may come from other businesses, governments may also challenge intellectual property protections. To the extent our intellectual property is successfully challenged, invalidated, or circumvented or to the extent it does not allow us to compete effectively, our business will suffer. To the extent that countries do not enforce our intellectual property rights or to the extent that countries require compulsory licensing of our intellectual property, our future revenues and operating income will be reduced.

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 Technology, which may hinder our profitability and future growth.

We do not currently have any marketable products. Our e-balance 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 compounds or 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.

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

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

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

We are recently formed, lack an operating history and have yet to generate any revenues. If we cannot generate any profits, our investors may lose their entire investment.

We are a recently formed company and have yet to generate any 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 no operating history and thus no way to measure progress or potential future success. Success has yet to be proved. Currently, there are no operations in place to produce revenue. We have yet to prove our technology through clinical trials and we have yet to develop any products through which we would be able to start generating revenue. 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 e-balance Technology, of which there is no assurance. As a new business we face all the risks of a ‘start-up’ venture including unforeseen costs, expenses, problems, and management limitations and difficulties. Since inception, we have accumulated deficit of $403,882 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 e-balance Technology and to successfully complete clinical 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 e-balance 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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

On November 25, 2014, as part of the e-balance Technology acquisition, we issued to Jean Arnett and Bradley Hargreaves options for the purchase of up to 10,000,000 shares (20,000,000 shares in total) of our common stock at an initial exercise price of $0.05 per share. The options granted to Ms. Arnett and Mr. Hargreaves are subject to vesting conditions based on the design, initiation and completion of clinical trials for the Technology as follows:

Number of Options to Vest	Vesting Condition
2,500,000	Upon the design and commencement of the first clinical trial.
2,500,000	Upon the completion of the first clinical trial.
2,500,000	Upon the design and commencement of the second clinical trial.
2,500,000	Upon the completion of the second clinical trial.
5,000,000	Upon the design and commencement of the third clinical trial.
5,000,000	Upon the completion of the third clinical trial.
20,000,000	Total

Completion of the trials includes the delivery to us of a final white paper authored by the trial researchers for each respective trial discussing the results of the trial.

The options were granted to Ms. Arnett and Mr. Hargreaves pursuant to the provisions of Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) on the basis that Ms. Arnett and Mr. Hargreaves are not “US persons” as defined in Rule 902 of Regulation S. Additional details on the terms and conditions of the options granted to Ms. Arnett and Mr. Hargreaves, is provided under Item 2.01 of the Current Report on Form 8-K we filed with the SEC on December 3, 2014.

On November 12, 2014, the Company entered into a loan agreement with City Group LLC (the "City Group") for the principal sum of $125,000. On December 12, 2014, the Company entered into an additional loan agreement with City Group for the principal sum of $70,000, on the same terms and conditions as the first loan agreement. The loans from City Group are unsecured, payable on demand and bear interest at a rate of 6% per annum, compounded monthly. Subject to applicable US securities laws, at the discretion of City Group, the principal amount outstanding under the loans and accrued interest thereon may be converted into shares of our common stock at a price of $0.50 per share. The Company entered into the convertible loan agreement with City Group in reliance on the exemption from registration provided by Rule 506(b) of the Securities Act on the basis that City Group is an accredited investor.

On January 13, 2015, we issued to Dr. Sanderson, our Chief Medical Officer and head of scientific Advisory Board, non-transferrable options to purchase up to 2,400,000 shares of our common stock at an initial exercise price of $0.67 per share. The options vest quarterly starting on March 31, 2015 in equal portions of 200,000 shares per vesting period, and expire on the 5 th year anniversary of the applicable vesting date, subject to early termination provisions in the event that Dr. Sanderson ceases to act for us in any capacity. The options were issued to Dr. Sanderson in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.

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.(5)
3.3		Articles of Merger – Cell MedX Corp. and Sports Asylum, Inc.(5)
3.4		Bylaws (1)
4.1		Specimen Stock Certificate (1)
14.1		Code of Ethics(3)
10.1		Letter Agreement dated August 29, 2014 among Sports Asylum, Inc., Jean Arnett, Brad Hargreaves and XC Velle Institute Inc. (4)
10.2		Technology Purchase Agreement dated October 16, 2014 among Cell MedX Corp., Jean Arnett, and Brad Hargreaves.(6)
10.3		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.(7)
10.4		Convertible Loan Agreement and Note Payable dated November 12, 2014 among Cell MedX Corp., and City Group LLC.
10.5		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.(8)
10.6		Non-Qualified Stock Option Agreement dated November 25, 2014 among Cell MedX Corp. and Jean Arnett.(9)
10.7		Non-Qualified Stock Option Agreement dated November 25, 2014 among Cell MedX Corp. and Brad Hargreaves.(9)
10.8		First Amendment to Stock-Option Agreement dated November 30, 2014 to that Non-Qualified Stock Option Agreement dated November 25, 2014 among Cell MedX Corp. and Jean Arnett.(9)
10.9		First Amendment to Stock-Option Agreement dated November 30, 2014 to that Non-Qualified Stock Option Agreement dated November 25, 2014 among Cell MedX Corp. and Brad Hargreaves. (9)
10.10		Convertible Loan Agreement and Note Payable dated December 12, 2014 among Cell MedX Corp., and City Group LLC.
10.11		Management Consulting Agreement dated January 13, 2015 among Cell MedX Corp., and Dr. John Sanderson, MD.
10.12		Stock Option Agreement dated December 12, 2014 among Cell MedX Corp. and Dr. John Sanderson, MD.
31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101		The following materials from this Quarterly Report on Form 10-Q for the quarter ended November 30, 2014, formatted in XBRL (extensible Business Reporting Language):
		(1) Balance Sheets at November 30, 2014 (unaudited), and May 31, 2014
		(2) Unaudited Consolidated Interim Statements of Operations for the three and six month periods ended November 30, 2014 and 2013.
		(3) Unaudited Consolidated Statement of Stockholders' Deficit
		(4) Unaudited Consolidated Interim Statements of Cash Flows for the six month periods ended November 30, 2014 and 2013.

(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 Annual Report on Form 10-K filed with SEC on August 26, 2014
(4)		Filed as an exhibit to the Company’s Current Report on Form 8-K filed with SEC on September 5, 2014
(5)		Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on October 9, 2014.
(6)		Filed as an exhibit to the Company’s Current Report on Form 8-K filed with SEC on October 17, 2014
(7)		Filed as an exhibit to the Company’s Current Report on Form 8-K filed with SEC on November 3, 2014
(8)		Filed as an exhibit to the Company’s Current Report on Form 8-K filed with SEC on November 18 , 2014
(9)		Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on December 3, 2014.

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:	January 14, 2015	By:	/s/ Frank E. McEnulty
			Frank E. McEnulty
			President, Chief Executive Officer and Director
			(Principal Executive Officer)

Date:	January 14, 2015	By:	/s/ Yanika Silina
			Yanika Silina
			Chief Financial Officer
			(Principal Accounting Officer)

LOAN AGREEMENT

December 12, 2014

City Group LLC (the “Lender”) of 1201 Orange Street, Suite 600, Wilmington, DE 19801, advanced total of USD$70,000 (the “Principal Sum”) to Cell MedX Corp. (the “Borrower”) of 4575 Dean Martin Drive, STE 2206, Las Vegas, NV 89103. The Lender advanced the funds on December 12, 2014.

The Borrower agrees to repay the Principal Sum on demand, together with interest calculated and compounded monthly at the rate of six (6) per cent per year (the “Interest”) from December 12, 2014. The Borrower is liable for repayment for the Principal Sum and accrued Interest and any costs that the Lender incurs in trying to collect the Principal Sum and the Interest.

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

The Lender may, in its sole discretion, provide the Borrower with written instructions to convert any payment of Principal Sum or Interest into restricted shares of common stock in the capital of the Borrower. Payments will be converted into fully paid, non-assessable and, subject to United States securities laws, restricted shares of common stock in the capital of the Borrower (the “Conversion Shares”) at a conversion price of USD$0.50 per share. The Borrower covenants to cause the Conversion Shares to be issued in the name of the Lender, or such party as the Lender may direct.

LENDER BORROWER

City Group LLC Cell MedX Corp.

/s/ Tom Sharp /s/ Frank McEnulty

By: Tom Sharp By: Frank McEnulty, CEO & President

PROMISSORY NOTE

Principal Amount: USD$70,000 December 12, 2014

For value received Cell MedX Corp., (the “Borrower”) promises to pay on demand to the order of City Group LLC (the “Lender”) the sum of $70,000 lawful money of United States of America (the “Principal Sum”) together with interest on the Principal Sum from December 12, 2014 (“Effective Date”) both before and after maturity, default and judgment at the Interest Rate as defined below.

For the purpose of this promissory note, Interest Rate means six (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 6.17% 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 Lender may, in its sole discretion, have any repayment of Principal Sum or Interest converted into restricted shares of common stock in the capital of the Borrower in accordance with the terms and conditions of the attached loan agreement.

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

BORROWER

Cell MedX Corp.

/s/ Frank McEnulty

By: Frank McEnulty, CEO & President

MANAGEMENT CONSULTING AGREEMENT

THIS AGREEMENT is entered into as of the 13 th day of January, 2015 by and between CELL MEDX CORP. , a Nevada corporation (the “Company”), and DR. JOHN SANDERSON, MD , individual (the “Consultant”).

WHEREAS the Company wishes to engage the Consultant as, and the Consultant wishes to act, as an independent consultant to act as the Company’s Chief Medical Officer on the terms and subject to the conditions set forth in this Agreement,

THIS AGREEMENT WITNESSES THAT in consideration of the premises and mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows:

1.	CONSULTING SERVICES

1.1 The Company hereby engages the Consultant to provide the Consulting Services to the Company in accordance with the terms and conditions set forth in this Agreement, and the Consultant hereby accepts such engagement.

1.2 Position & Responsibilities . The Consultant agrees to act as the Chief Medical Officer of the Company, reporting directly to the Company’s board of directors (the “Board”), and to perform the following services and undertake the following responsibilities and duties to the Company, as consulting services, subject to the supervision and control of the Board (the "Consulting Services"):

(a)	Designing and overseeing all aspects of medical clinical trials relating to the Company’s technologies;

(b)	Overseeing all aspects of the Company’s medical research and development activities;

(c)	Performing such other duties and observing such instructions as may be reasonably assigned from time to time by or on behalf of the Board consistent with the Consultant’s role as Chief Medical Officer.

1.3 Time Allotted to Services . During the term of this Agreement, Consultant will devote minimum 20 hours per week and his best efforts to the performance of his duties hereunder and will not engage in any other business, profession, or occupation for compensation or otherwise that would conflict or interfere with the ability of the Consultant to perform his duties hereunder, either directly or indirectly, without the prior written consent of the Board. The Company acknowledges that the Consultant currently has obligations with Cellese Inc. as CEO and member of Cellese Inc’s board of directors and will continue to act in that capacity for the foreseeable future. Subject to the prior approval of the Board, Consultant shall be permitted to accept appointment to or may continue to serve on any board of directors or trustees of any business corporation or any charitable or not-for-profit organization or from managing his personal, financial and legal affairs; provided, in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Consultant’s duties or require an amount of time that would reduce those hours to be dedicated to the Company hereunder in any material respect.

1.4 The Consultant will, at all times, be an independent contractor and the Consultant will not be deemed to be an employee of the Company. The Consultant shall be responsible for all taxes or deductions as required to by remitted in the Consultant’s country of domicile.

2.	CONSULTING FEE, OPTIONS AND REIMBURSEMENT OF EXPENSES

2.1 During the Term (as defined below), and in consideration of the Consulting Services provided by the Consultant, the Company shall pay the Consultant a consulting fee equal to $10,000 USD per month (the "Base Consulting Fee"), payable in arrears on the last day of each calendar month during the Term, beginning on January 31, 2015.

2.2 In addition to the Base Consulting Fee and the Signing Bonus, as compensation for services performed by the Consultant between November 10, 2014 and December 31, 2014, following the Consultant’s appointment as Chairman of the Advisory Board, and encompassing those functions enumerated in Section 1.2 , the Company shall pay to the Consultant the sum of $10,000 USD upon the execution of this Agreement by each of the parties hereto.

2.3 In addition to the Base Consulting Fee, the Company shall pay to the Consultant a signing bonus equal to $10,000 USD upon the execution of this Agreement by each of the parties hereto (the “Signing Bonus”).

2.4 In addition to the Base Consulting Fee and the Signing Bonus, the Company shall, upon execution of this Agreement by each of the parties hereto, issue to the Consultant non-transferrable options to purchase up to 2,400,000 shares of the Company’s common stock, par value $0.001 per share, (the “Common Stock”), at an initial exercise price of $0.67 per share (the “Company Options”), which Company Options shall be evidenced by, and be subject to the terms and conditions set forth in, that form of option agreement to be entered into by the Company and the Consultant attached as Exhibit “A” hereto (the “Option Agreement”).

2.5 In addition to paying the Base Consulting Fee, the Signing Bonus and issuing the Company Options to the Consultant, upon the submission of proper vouchers and other authorizations in accordance with the Company’s expense and reimbursement policies and procedures as may exist from time to time, the Company will reimburse the Consultant for all normal and reasonable travel and other specific expenses incurred by the Consultant during the Term and in connection with the performance by the Consultant of the Consulting Services (“Reimbursable Expenses”).

3.	TERM OF SERVICES

3.1 The Consultant shall provide the Consulting Services to the Company for a term (the “Term”) beginning on the date of this Agreement and continuing until the close of business on December 31, 2017 (the “Scheduled Termination Date”) or the Early Termination Date, whichever is earlier. Notwithstanding the forgoing, if, after the Scheduled Termination Date, the Consultant continues to act for the Company on a month-to-month basis as set forth in Section 3.4 , the Term shall be deemed to extend to the last calendar day of the last month during which the Consultant so acts on a month-to-month basis.

3.2 This Agreement may be terminated by the Company at any time prior to the Scheduled Termination Date as follows:

(a)

Termination for Cause . This Agreement may be terminated by the Company at any time during the Term for Cause upon delivery of written notice by the Company to the Consultant of such termination (a “Notice of Termination”). If the Consultant is terminated for Cause pursuant to this Section 3.2(a) , then the date of termination of the Consultant (the “Early Termination Date”) shall be deemed to be the date of delivery of the Notice of Termination by the Company to the Consultant. Upon a termination for Cause, the Consultant shall be entitled to receive from the Company only:

(i) those amounts accrued and unpaid on account of the Signing Bonus and the Base Consulting Fee for each full calendar month ending prior to the Early Termination Date;

(ii) the Base Consulting Fee for the calendar month including the Early Termination Date, pro rated based on the number of calendar days in that month up to and including the Early Termination Date; and

(iii) those amounts accrued and unpaid on account of any Reimbursable Expenses up to and including the Early Termination Date.

For purposes of this Agreement, “Cause” shall mean any of the following, whether occurring prior to, or on or after the date of this Agreement: (1) an intentional act of fraud, embezzlement, theft or any other material violation of law by the Consultant; (2) grossly negligent or intentional damage to the Company’s reputation or assets caused by the Consultant; (3) grossly negligent or intentional disclosure by the Consultant of confidential information of the Company; (4) the willful and continued failure by the Consultant to substantially perform required duties for the Company (other than as a result of disability or death) for a period of 10 days after a written demand for substantial performance is delivered to the Consultant by the Company; (5) a material breach by the Consultant of any of his obligations under this Agreement continuing for a period of 10 days after a written demand for substantial performance is delivered to the Consultant by the Company; or (6) the willful engagement in illegal conduct, gross misconduct by the Consultant, or a clearly established violation by the Consultant of the Company’s written policies and procedures, which is demonstrably and materially injurious to the Company, monetarily or otherwise.

(b)

Termination Without Cause . This Agreement may be terminated by the Company at any time during the Term for any reason other than Cause (a “Termination Without Cause”) upon delivery of a Notice of Termination. If the Consultant is Terminated Without Cause pursuant to this Section 3.2(b) , then the Early Termination Date shall be date of termination specified in the Notice of Termination or, if no date of termination is specified in the Notice of Termination, the date of delivery of the Notice of Termination by the Company to the Consultant. Upon a termination for any reason other than Cause, the Consultant shall be entitled to receive from the Company only:

(i) those amounts accrued and unpaid on account of the Signing Bonus and the Base Consulting Fee for each full calendar month ending prior to the Early Termination Date;

(ii) the Base Consulting Fee for the full calendar month including the Early Termination Date (calculated as if the Early Termination Date were the last calendar date of that month);

(iii) those amounts accrued and unpaid on account of any Reimbursable Expenses up to and including the Early Termination Date; and

(iv) if the Early Termination Date is on or after June 31, 2017, the remaining Base Consulting Fee that would have been payable to the Consultant had there been not Termination Without Cause, and, if the Early Termination Date is before June 31, 2017, the sum of $60,000 USD.

3.3 The Consultant may terminate this Agreement at any time prior to the Scheduled Termination Date for any reason whatsoever upon delivery of a Notice of Termination by the Consultant to the Company. Upon a termination of this Agreement by the Consultant, the Early Termination Date shall be the date of termination specified in the Notice of Termination or, if no date of termination is specified, shall be the date that is 60 days after the date of delivery of the Notice of Termination by the Consultant to the Company. Upon an early termination of this Agreement by the Consultant, the Consultant shall be entitled to receive from the Company only:

(i) those amounts accrued and unpaid on account of the Signing Bonus and the Base Consulting Fee for each full calendar month ending prior to the Early Termination Date;

(iii) those amounts accrued and unpaid on account of any Reimbursable Expenses up to and including the Early Termination Date.

3.4 Unless the parties otherwise agree in writing, following the Scheduled Termination Date, Consultant may continue to act for the Company, and the Company may continue to engage the Consultant, to provide the Consulting Services on a month-to-month basis, in which case, (A) if the engagement of the Consultant is terminated by the Company for Cause, the Consultant shall be entitled to those amounts set forth in Sections 3.2(a)(i) through 3.2(a)(iii) ; (B) if the engagement of the Consultant is terminated by the Company without Cause, the Consultant shall be entitled to those amounts set forth in Sections 3.2(b)(i) through 3.2(b)(iii) (but not 3.2(b)(iv) ); and (C) if the engagement of the Consultant is terminated by the Consultant for any reason, the Consultant shall be entitled to those amounts set forth in Section 3.3 .

4.	PROPRIETARY INFORMATION AND DEVELOPMENTS

4.1 Confidentiality/Company Property . Consultant shall not, without the prior written consent of the Company, use, divulge, disclose or make accessible to any other person, firm, partnership, corporation or other entity, any “Confidential Information” (as defined below) except while engaged as a consultant of the Company hereunder, and in furtherance of the business of, and for the benefit of, the Company, or any “Personal Information” (as defined below). Consultant may disclose such Confidential Information or Personal Information when required to do so by a court of competent jurisdiction, by any governmental agency having regulatory authority over the business of the Company and/or its affiliates, as the case may be, or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order Consultant to divulge, disclose, or make accessible such information; provided further that in the event that Consultant is ordered by a court or other government agency to disclose any Confidential Information or Personal Information, Consultant shall (i) promptly notify the Company of such order, (ii) at the written request of the Company, diligently contest such order at the sole expense of the Company as expenses occur, and (iii) at the written request of the Company, seek to obtain, at the sole expense of the Company, such confidential treatment as may be available under applicable laws for any information disclosed under such order.

“Confidential Information” means non-public information concerning the financial data, strategic business plans, product development (or other proprietary product data), customer lists, marketing plans and other non-public, proprietary and confidential information relating to the business of the Company or its affiliates or customers, that, in any case, is not otherwise available to the public (other than by Consultant’s breach of the terms hereof), and (ii) “Personal Information” means any information concerning the personal, social or business activities of the officers or directors of the Company. Upon termination of Consultant’s engagement as a consultant of the Company hereunder, Consultant shall return all Company property, including, without limitation, files, records, disks and any media containing Confidential Information or Personal Information.

4.2 Developments . The company recognizes that the Executive has extensive experience in the industry in which the Company plans to engage in commercial activities, and that over the course of that career the Consultant has made numerous discoveries, inventions, ideas, designs, systems, methods, computer programs, algorithms, and applications some of which are patented and all of which sum to an expert knowledge base. Any new inventions, technology, formulas, designs, software, programs, algorithms, products, systems, applications, processes, procedures, methods and improvements and enhancements developed by Consultant alone or with others, made while carrying out the duties enumerated under Section 1.2, which directly relate to the research and development plan or any expressly proposed business of the Company of which Consultant has been made aware, or the products or services of the Company of which Consultant has been made aware, whether or not subject to patent, copyright or other protection and whether or not reduced to tangible form, at any time during the Term (“Developments”), shall be the sole and exclusive property of the Company.

Consultant agrees to, and hereby does, assign to the Company, without any further consideration, all of Consultant’s right, title and interest throughout the world in and to all such Developments. Consultant agrees that all Developments that are copyrightable may constitute works made for hire under the copyright laws of the United States and, as such, acknowledges that the Company is the author of such Developments and owns all of the rights comprised in the copyright of such Developments and Consultant hereby assigns to the Company, without any further consideration, all of the rights comprised in the copyright and other proprietary rights Consultant may have in any such Development to the extent that it might not otherwise be considered a work made for hire. Consultant shall make and maintain adequate and current written records of all Developments and shall disclose all Developments promptly, fully and in writing to the Company promptly after development of the same, and at any time upon request.

4.3 Ideas, Concepts, and Unrelated Developments. Ideas or concepts derived from the Consultant’s existing knowledge and experience base that are presented or suggested for development but are not pursued by the Company as part of its business plan are not considered Developments of the Company. Subject to Sections 4.1 and 4.4, Unrelated Developments shall not be deemed to be the property of the Company (or any its affiliates), and the Consultant shall have no obligations to the Company with respect to such Unrelated Developments. “Unrelated Developments” means any patents, copyrights, trademarks, service marks, trade secrets, inventions, discoveries, creations, devices, designs, specifications, processes, techniques, methods, procedures, analysis, know-how or other proprietary rights conceived, developed, made or reduced to practice by or under the direction of the Consultant (either alone or jointly with others) (i) at any time during the Term that are not directly or indirectly arising from, related or connection with the properties, business, operations, opportunities or prospects of the Company (or any of its affiliates), and/or that have not been paid for by, or created at the direction of, the Company (or any of its affiliates), or (ii) at any time after the expiration of the Term.

4.4

Non-Solicitation / Non-Interference . During the Term, Consultant shall not, directly or indirectly, acting as an employee, owner, shareholder, partner, member, joint venturer, contractor, advisor, representative, officer, director, agent, salesperson, consultant, service provider, advisor, investor or principal of any Person:

(a)

solicit, advise, provide or sell, directly or indirectly, any services or products of the same or similar nature to services or products of the Company to any client or prospective client of the Company in the Company Business. For purposes of this Agreement the term “prospective client” shall mean any Person or group of associated Persons whose business the Company has solicited at any time from the date of this Agreement to the date that the Consultant ceases to act for the Company in any capacity whatsoever (the “Service Period”);

(b)

solicit, request or otherwise attempt to induce or influence, directly or indirectly, any present client, distributor or supplier, or prospective client, distributor or supplier, of the Company, or other Persons sharing a business relationship with the Company, to cancel, limit or postpone their business with the Company, or otherwise take action which might be to the disadvantage of the Company; or

(c)

hire or solicit for employment, directly or indirectly, or induce or actively attempt to influence, any employee, officer, director, agent, contractor or other business associate of (i) the Company or (ii) of any other Person, if such Person's primary responsibilities were related to the Company during the Service Period to terminate his or, her employment or discontinue such person's consultant, contractor or other business association with the Company or the Company’s affiliates.

4.5 Scope of Restrictive Covenants . In the event that any of the provisions of this Article 4 should ever be adjudicated to exceed the time, geographic, product or service and/or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed amended with respect to such jurisdiction to the maximum time, geographic, product or service and/or other limitations permitted by applicable law. If the covenants of this Article 4 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce such covenants in any other jurisdiction.

4.6 Injunctive Relief . The Consultant acknowledges and agrees that in the event of a breach or threatened breach of the provisions of this Article 4 , the Company may suffer irreparable harm and money damages alone would not afford the Company an adequate remedy and, therefore, the Company shall be entitled to obtain immediate injunctive relief, including, without limitation, a temporary restraining order and a preliminary and permanent injunction, in any court of competent jurisdiction (without being obligated to post a bond or other collateral) restraining the Consultant from such breach or threatened breach of the restrictive covenants contained in this Article 4 . Nothing in this Section shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including, without limitation, the recovery of monetary damages from the Consultant.

5.	PARTIES BENEFITED; ASSIGNMENTS

5.1 This Agreement shall be binding upon, and inure to the benefit of, the Consultant, his heirs and his personal representative or representatives, and upon the Company and its successors and assigns. Neither this Agreement nor any rights or obligations hereunder may be assigned by the Consultant.

NOTICES

6.1 Any notice required or permitted by this Agreement shall be in writing, sent by registered or certified mail, return receipt requested, or by overnight courier, addressed to the Board and the Company at its then principal office, or to the Consultant at the address set forth in the preamble, as the case may be, or to such other address or addresses as any party hereto may from time to time specify in writing for the purpose in a notice given to the other parties in compliance with this Section 6 . Notices shall be deemed given when delivered.

7.	GOVERNING LAW

7.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada and each party hereto adjourns to the jurisdiction of the courts of the State of Nevada.

8.	REPRESENTATIONS AND WARRANTIES

8.1 The Consultant represents and warrants to the Company that (a) the Consultant is under no contractual or other restriction which is inconsistent with the execution of this Agreement, the performance of his duties hereunder or other rights of Company hereunder, and (b) the Consultant is under no physical or mental disability that would hinder the performance of his duties under this Agreement.

9.	MISCELLANEOUS

9.1 This Agreement contains the entire agreement of the parties relating to the subject matter hereof.

9.2 The provisions of Article 4 of this Agreement shall survive the termination of this Agreement to the extent specifically stated therein.

9.3 This Agreement supersedes any prior written or oral agreements or understandings between the parties relating to the subject matter hereof.

9.4 No modification or amendment of this Agreement shall be valid unless in writing and signed by or on behalf of the parties hereto.

9.5 A waiver of the breach of any term or condition of this Agreement shall not be deemed to constitute a waiver of any subsequent breach of the same or any other term or condition.

9.6 This Agreement is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations. If any provision of this Agreement, or the application thereof to any person or circumstance, shall, for any reason and to any extent, be held invalid or unenforceable, such invalidity and unenforceability shall not affect the remaining provisions hereof and the application of such provisions to other persons or circumstances, all of which shall be enforced to the greatest extent permitted by law.

9.7 The headings in this Agreement are inserted for convenience of reference only and shall not be a part of or control or affect the meaning of any provision hereof.

9.8 The Consultant acknowledges and agrees that O'Neill Law Corporation has acted solely as legal counsel for the Company and that the Consultant has been advised to obtain independent legal advice prior to execution of this Agreement.

9.9 This Agreement may be executed in one or more counter-parts, each of which so executed shall constitute an original and all of which together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement as of the date first written above.

CELL MEDX CORP.
a Nevada corporation by its authorized signatory:
		DR. JOHN SANDERSON, MD


Name: Frank E. McEnulty
Title: Chief Executive Officer and Director

Exhibit A

FORM OF OPTION AGREEMENT

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE "ACT") OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES ADMINISTRATION OR REGULATORY AUTHORITY.

NON-QUALIFIED STOCK OPTION AGREEMENT

CELL MEDX CORP.

A Nevada Corporation

THIS AGREEMENT is made between CELL MEDX CORP. , a Nevada corporation (hereinafter referred to as the "Company"), and DR. JOHN SANDERSON, MD of 9 Islandview, Irvine, CA , 92604 (hereinafter referred to as the “Optionee”), effective as of the 13 th day of January, 2015 (the “Grant Date”).

1. Options Granted. The Company hereby grants the Optionee non-qualified stock options (the “Options”) to purchase up to an aggregate of 2,400.000 shares of the Company’s common stock, par value $0.001 per share, exercisable at an initial exercise price of $0.67 per share (the “Exercise Price”), subject to adjustment as set forth in this Agreement, for a term commencing on the Grant Date and expiring at 5:00 pm (Pacific Time) on the Expiration Date, as hereinafter defined, provided that the right of the Optionee to exercise the Options is subject to:

(a)

compliance with the registration or prospectus requirements of the United States Securities Act of 1933, as amended (the “US Securities Act”), any applicable state securities laws and any applicable Canadian securities laws, or the availability of applicable exemptions from such registration or prospectus requirements; and

(b)	satisfaction of the vesting conditions set forth in Section 2 of this Agreement,

2. Vesting. The Optionee’s right to exercise the Options granted by the Company under this Agreement are expressly subject to the following vesting conditions:

(a)	No Option may be exercised unless such Option has vested. The vesting of all Options shall be cumulative.

(b)

The Options granted to the Optionee under this Agreement shall vest and become exercisable in the following amounts on the following dates (such date of vesting being the “Vesting Date”) provided that the Optionee continues to act as a director, officer, employee or consultant of the Company or any Parent or Subsidiary of the Company in any capacity whatsoever on a continuous and uninterrupted basis from the Grant Date through to and including the particular Vesting Date set forth below:

Aggregate Number of Company Options to Vest	Vesting Date
200,000	March 31, 2015
200,000	June 30, 2015
200,000	September 30, 2015
200,000	December 31, 2015
200,000	March 31, 2016
200,000	June 30, 2016
200,000	September 30, 2016
200,000	December 31, 2016
200,000	March 31, 2017
200,000	June 30, 2017
200,000	September 30, 2017
200,000	December 31, 2017
2,400,000	Total

(c)	Notwithstanding any other provision in this Agreement to the contrary, all unvested options outstanding under this Agreement shall immediately vest and become exercisable upon a Change in Control. For purposes of this Section 2 (c) , a “Change in Control” means any of the following events:

(i)

Approval by the stockholders of the Company of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or being converted into voting securities of the surviving entity) more than fifty percent (50%) of the total voting power of the voting securities of the Company, the surviving entity or any parent thereof outstanding immediately after such merger or consolidation;

(ii)	Approval by the stockholders of the Company of (i) a plan of complete liquidation or dissolution of the company or (ii) a sale by the Company of all of its property and assets pursuant to Section 78.565 of the Nevada Revised Statutes (the “NRS”); or

(iii)

Any person or group of persons (as defined in Section 13(d) and 14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”)) together with its affiliates, but excluding (i) the Company or any of its subsidiaries; (ii) any employee benefit plan of the Company or (iii) a corporation or other entity owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company (individually a “Person” and collectively, “Persons”) is or becomes, directly or indirectly, the beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the combined voting power of the Company’s then outstanding securities.

3. Term and Termination of Options. The “Expiration Date” for the Options shall be determined as follows:

(a)	Unvested Options . The Expiration Date for any Options that have not vested and not become exercisable shall be the date that the Optionee no longer acts as a director, officer, employee or consultant of the Company or any Parent or Subsidiary of the Company in any capacity whatsoever.

(b)	Vested Options . The Expiration Date for any Options that have vested and have become exercisable shall be the earliest of the following dates:

(i)	The date that is fifth (5 th ) year anniversary of the particular Vesting Date for those Options;

(ii)

In the event that the Optionee no longer acts as a director, officer, employee or consultant of the Company or any Parent or Subsidiary of the Company in any capacity whatsoever, for any reason other than Cause (including, but not limited to, a voluntary resignation or refusal to stand for re-election by Optionee), then the date that is thirty (30) days after the date that the Optionee so ceases to act for the Company or any Parent or Subsidiary of the Company.

(iii)

In the event that the Optionee no longer acts as a director, officer, employee or consultant of the Company or any Parent or Subsidiary of the Company in any capacity whatsoever, as a result of a termination or removal of the Optionee for Cause, then the date that the Optionee so ceases to act for the Company or any Parent or Subsidiary of the Company.

(c)	For purposes of this Section 3 :

(i)	“Parent” shall mean a “parent” of the Company as defined in Rule 405 of the US Securities Act;

(ii)	“Subsidiary” shall mean a “subsidiary” of the Company as defined in Rule 405 of the US Securities Act;

(iii)

“Cause” shall mean any of the following, whether occurring prior to, or on or after the date of this Agreement: (1) an intentional act of fraud, embezzlement, theft or any other material violation of law by the Optionee; (2) grossly negligent or intentional damage to the Company’s reputation or assets caused by the Optionee; (3) grossly negligent or intentional disclosure by the Optionee of confidential information of the Company; (4) the willful and continued failure by the Optionee to substantially perform required duties for the Company (other than as a result of disability or death) for a period of 10 days after a written demand for substantial performance is delivered to the Optionee by the Company; (5) a material breach by the Optionee of any of his obligations under this Agreement continuing for a period of 10 days after a written demand for substantial performance is delivered to the Optionee by the Company; or (6) the willful engagement in illegal conduct, gross misconduct by the Optionee, or a clearly established violation by the Optionee of the Company’s written policies and procedures, which is demonstrably and materially injurious to the Company, monetarily or otherwise.

4. Method of Exercise. To exercise any Options that have vested and become exercisable under this Agreement, the Optionee shall complete and execute the form of Notice of Exercise attached as Schedule A to this Agreement, or such other form of written notice acceptable to the Company, and shall deliver such notice to the Company at its principal place of business together with payment in full of the aggregate exercise price for such Options by check or other method of payment acceptable to the Company, at its sole discretion.

5. US Securities Agreements of the Optionee.

(a)

The Optionee acknowledges and agrees that the Company’s securities being offered to it under this Agreement are, or will be, “restricted securities” as defined in Rule 144 of the US Securities Act and that the offer of such securities to the Optionee is being made pursuant to an exemption from the registration requirements of the US Securities Act.

(b)

The Optionee acknowledges and agrees that, notwithstanding any other provision of this Agreement, the Options may not be exercised, and the Options and the shares issuable to the Optionee upon the exercise of such Options (the “Option Shares”) may not be reoffered, resold or otherwise transferred, except pursuant to an effective registration statement under the US Securities Act and any applicable state securities laws, or pursuant to an available exemption from such registration requirements. The Optionee further agrees that the Company will refuse to register any transfer of the Options or the Option Shares not made in accordance with the provisions of Regulation S of the US Securities Act, pursuant to an effective registration under the US Securities Act and any applicable state securities laws, or pursuant to an available exemption from such registration requirements.

(c)

The Optionee acknowledges and agrees that, unless there is a registration statement under US Securities Act regarding the exercise of the Options, and such registration statement is effective at the time the Options are exercised (or any portion thereof), all certificates representing the Option Shares issued as a result of such exercise will be endorsed with a restrictive legend substantially similar to the following:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS, AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.”

6. Canadian Securities Agreements of the Optionee.

(a)

The Optionee acknowledges and agrees that the Company is an “OTC reporting issuer” as that term is defined in Canadian Multilateral Instrument 51-105 – Issuers Quoted in the U.S. Over-the-Counter Markets , as amended (“MI 51-105”), and that the Option Shares will be, issued and sold pursuant to exemptions from the prospectus requirements of applicable Canadian securities laws. The Optionee further acknowledges and agrees that (i) the Options and the Option Shares may not be traded in or from a jurisdiction in Canada unless such trade is made in accordance with the provisions of MI 51-105; (ii) the Optionee will, and will cause its affiliates to, comply with such conditions in making any trade of the Options or Option Shares in or from a jurisdiction in Canada; and (iii) the Company will refuse to register any transfer of the Options or Option Shares made in connection with a trade of such securities in or from a jurisdiction in Canada and not made in accordance with the provisions of MI 51-105. Notwithstanding the generality of the forgoing, as of the date hereof, MI 51-105 generally provides that securities may not be traded in or from a jurisdiction in Canada unless the following conditions have been met:

(i)	A four month period has passed from the later of (i) the date that the Company distributed the securities, and (ii) the date the securities were distributed by a control person of the Company;

(ii)	If the person trading the securities is a control person of the Company, such person has held the securities for at least 6 months;

(iii)

The number of securities that the person proposes to trade, plus the number of securities of the same class that such person has traded in the preceding 12 months, does not exceed 5% of the Company’s outstanding securities of the same class;

(iv)	The trade is made through an investment dealer registered in a jurisdiction in Canada;

(v)	The investment dealer executes the trade through any of the over-the-counter markets in the United States;

(vi)	There has been no unusual effort made to prepare the market or create a demand for the securities;

(vii)

No extraordinary commission or other consideration is paid to a person for the trade;

(viii)

If the person trading the securities is an insider of the Company, the person reasonably believes that the Company is not in default of securities legislation; and

(ix)	All certificates representing the Offered Securities bear the Canadian restrictive legend set out in Section 13(1) of MI 51-105.

(b)

The Optionee represents and warrants that it is a resident of the jurisdiction specified in the Optionee’s address as set out in the signature page to this Agreement and that he does not presently intend to trade any of the Option Shares in or from a jurisdiction in Canada. If the Optionee does, in the future, intend to trade the Option Shares in or from a jurisdiction in Canada, it will, in addition to complying with the provisions of Section 6(a) , re-submit all certificates representing the Option Shares to the Company for purposes of having the legend set out in Section 13(1) of MI 51-105 endorsed on such certificates.

7. Representations and Warranties of the Optionee. The Optionee represents, warrants and covenants to and with the Company as follows, and acknowledges that the Company is relying upon such covenants, representations and warranties in connection with the granting of the Options to the Optionee and the offer, sale and issuance of the Option Shares to the Optionee upon exercise of this Option:

(a)	The Optionee is an executive officer of the Company, and as such has access to all information regarding the Company and the Company’s business and financial prospects necessary to make a fully informed decision regarding the exercise of the Options;

(b)

The Optionee acknowledges that an investment in the Company is highly speculative, and involves a high degree of risk as the Company is in the early stages of developing its business, and may require substantial funds in addition to the proceeds of this private placement, and that only persons who can afford the loss of their entire investment should consider investing in the Company. The Optionee is able to fend for himself/herself/itself, can bear the economic risk of the Optionee's investment, and has such knowledge and experience in financial or business matters such that the Optionee is capable of evaluating the merits and risks of an investment in the Company’s securities as contemplated in this Agreement.

(c)

The Optionee acknowledges that the offering of the Option Shares by the Company has not been reviewed by the SEC or any other securities commission or regulatory body, and that the Options Shares will be issued by the Company pursuant to an exemption from registration under the Securities Act and an exemption from the prospectus requirements under applicable Canadian securities laws.

(d)

The Option Shares will be acquired by the Optionee for investment for the Optionee's own account, as principal, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Optionee has no present intention of selling, granting any participation in, or otherwise distributing the same. The Optionee does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Option Shares.

8. Capital Adjustments. The existence of the Options shall not affect in any way the right or power of the Company or its stockholders to: (1) make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the Company's capital structure or its business; (2) enter into any merger or consolidation; (3) issue any bonds, debentures, preferred or prior preference stocks ahead of or affecting the common stock or the rights thereof, (4) issue any securities convertible into any common stock, (5) issue any rights, options, or warrants to purchase any common stock, (6) dissolve or liquidate the Company, (7) sell or transfer all or any part of its assets or business, or (8) take any other corporate act or proceedings, whether of a similar character or otherwise.

9. Adjustments for Reorganizations and Recapitalizations. If there shall, prior to the exercise of any of the Options, be any stock dividend, stock split, spin-off, combination or exchange of shares, recapitalization, merger, consolidation, distribution to stockholders (other than a normal cash dividend) or other change in the Company’s corporate or capital structure that results in (a) the Company’s outstanding shares of common stock (or any securities exchanged therefore or received in their place) being exchanged for a different number or kind of securities of the Company or any other corporation, or (b) new, different or additional securities of the Company or of any other corporation being received by the holders of shares of the Company’s common stock, then there shall automatically be an adjustment in either the number of shares which may be purchased pursuant hereto, the type of shares which may be purchased pursuant hereto or the price at which such shares may be purchased, or any combination thereof, so that the rights evidenced hereby shall thereafter as reasonably as possible be equivalent to those originally granted hereby. The Company shall have the sole and exclusive power to make such adjustments as it considers necessary and desirable.

10. Transfer of the Options. During the Optionee's lifetime, the Options shall be exercisable only by the Optionee, and may not be transferred by the Optionee without the express written consent of the Company, to be obtained in each instance. Upon the Optionee’s death, (i) any Options that have vested may be transferred solely in accordance with the laws of descent and distribution, and will continue to be exercisable in accordance with the terms and conditions set forth herein; and (ii) any Options that have not vested may not be transferred and shall expire in accordance with Section 3(a) .

11. Rights as Shareholder. The Optionee will not be deemed to be a holder of any shares pursuant to the exercise of the Options until he or she pays the Exercise Price and a stock certificate is delivered to him or her for those shares. No adjustment shall be made for dividends or other rights for which the record date is prior to the date the stock certificate is delivered.

12. Withholding Taxes. The Optionee authorizes the Company to withhold from any payments due to the Optionee by the Company, whether pursuant to this Agreement or otherwise, any amounts required to be withheld and remitted by the Company on account of any income and employment taxes resulting from this Agreement.

13. Miscellaneous.

(a)

Any notice required or permitted to be given under this Agreement shall be in writing and may be delivered personally or by fax, or by prepaid registered post addressed to the parties at such address of which notice may be given by either of such parties. Any notice shall be deemed to have been received, if personally delivered or by fax, on the date of delivery, and, if mailed as aforesaid, then on the fifth business day after and excluding the day of mailing.

(b)

This Agreement and the rights and obligations and relations of the parties shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein (but without giving effect to any conflict of laws rules). The parties agree that the courts of the Province of British Columbia shall have jurisdiction to entertain any action or other legal proceedings based on any provisions of this agreement. Each party attorns to the jurisdiction of the courts of the Province of British Columbia.

(c)	Time shall be of the essence of this agreement and of every part of it and no extension or variation of this agreement shall operate as a waiver of this provision.

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(d)	This Agreement may be executed in one or more counterparts, each of which so executed shall constitute an original and all of which together shall constitute one and the same agreement.

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the Grant Date set forth above.

CELL MEDX CORP.
by its authorized signatory:



Name

Title

OPTIONEE:



SIGNATURE OF OPTIONEE

John Sanderson, M.D.
NAME OF OPTIONEE

9 islandview, Irvine, CA 92604.USA
ADDRESS

2,400,000
NUMBER OF OPTIONS

SCHEDULE A TO

NON-QUALIFIED OPTION AGREEMENT

NOTICE OF EXERCISE FORM

TO: CELL MEDX CORP.

A Nevada corporation (the “Company”)

Dear Sirs:

The undersigned (the “Subscriber”) hereby exercises the right to purchase and hereby subscribes for

_________________________________________

(Insert No. of Shares)

shares (the “Option Shares”) of the common stock, par value $0.001 per share (the “Common Stock”) of the Company referred to in the Non-Qualified Stock Option Agreement between the Company and the Optionee dated the ____ day of _______________, 2014 (the “Option Agreement”), in accordance with the terms and conditions thereof, and herewith makes payment by cheque of the purchase price in full for the Option Shares in accordance with the Option Agreement.

Please issue a certificate for the shares being purchased as follows in the name of the Subscriber:

NAME:
	(Please Print)
ADDRESS:

The Subscriber represents and warrants to the Company that:

(a)	The Optionee is an executive officer of the Company, and as such has access to all information regarding the Company and the Company’s business and financial prospects necessary to make a fully informed decision regarding the exercise of the Options;

(b)	The Subscriber has not offered or sold the Option Shares within the meaning of the United States Securities Act of 1933, as amended (the “US Securities Act”);

(c)	The Subscriber is acquiring the Option Shares for its own account for investment purposes, with no present intention of dividing its interest with others or of reselling or otherwise disposing of all or any portion of the same;

(d)	The Subscriber does not intend any sale of the Option Shares either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance;

(e)	The Subscriber has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for or which is likely to compel a disposition of the Option Shares;

(f)	The Subscriber is not aware of any circumstances presently in existence which are likely in the future to prompt a disposition of the Option Shares;

(g)	The Option Shares were offered to the Subscriber in direct communication between the Subscriber and the Corporation and not through any advertisement of any kind;

(h)	The Subscriber has the financial means to bear the economic risk of the investment which it hereby agrees to make;

(i)	This subscription form will also confirm the Subscriber’s agreement as follows:

(i)

Unless there is a registration statement under US Securities Act regarding the exercise of the Options, and such registration statement is effective at the time the Options are exercised (or any portion thereof), the Option Shares may not be resold, transferred or hypothecated except pursuant to an effective registration statement under the US Securities Act and any applicable state securities laws, or an opinion of counsel satisfactory to the Corporation to the effect that such registration is not necessary. The Company will refuse to register any sale or transfer of the Option Shares not made in compliance with the US Securities Act or any other applicable securities laws.

(ii)	Only the Company can take action to register the Option Shares under the US Securities Act or applicable state securities law or to comply with the requirements for an exemption under the US Securities Act or applicable state securities law.

(iii)

Unless there is a registration statement under US Securities Act regarding the exercise of the Options, and such registration statement is effective at the time the Options are exercised (or any portion thereof), the certificates representing the Option Shares will be endorsed with a legend substantially as follows or such similar or other legends as deemed advisable by the lawyers for the Company to ensure compliance with the US Securities Act and any other applicable laws or regulations:

(j)

The Subscriber acknowledges and agrees that the Company is an “OTC reporting issuer” as that term is defined in Canadian Multilateral Instrument 51-105 – Issuers Quoted in the U.S. Over-the-Counter Markets , as amended (“MI 51-105”), and that the Option Shares will be, issued and sold pursuant to exemptions from the prospectus requirements of applicable Canadian securities laws. The Subscriber further acknowledges and agrees that (i) the Option Shares may not be traded in or from a jurisdiction in Canada unless such trade is made in accordance with the provisions of MI 51-105; (ii) the Optionee will, and will cause its affiliates to, comply with such conditions in making any trade of the Option Shares in or from a jurisdiction in Canada; and (iii) the Company will refuse to register any transfer of the Option Shares made in connection with a trade of such securities in or from a jurisdiction in Canada and not made in accordance with the provisions of MI 51-105.

(k)

The Subscriber represents and warrants to the Company that it is a resident of the jurisdiction set forth in the address provided below, that it does not presently intend to trade the Warrant Shares in or from a jurisdiction in Canada. If, after the date hereof, the Subscriber does intend to trade the Warrant Shares in or from a jurisdiction in Canada, it will, prior to any such trade, re-submit all certificates representing the Warrant Shares to the Corporation for purposes of having the legend set out in Section 13(1) of MI 51-105 endorsed on such certificates.

(l)

DATED this day of , .

Signature of Subscriber:
Name of Subscriber:
Address of Subscriber:

NON-QUALIFIED STOCK OPTION AGREEMENT

CELL MEDX CORP.

A Nevada Corporation

(a)

(b)	satisfaction of the vesting conditions set forth in Section 2 of this Agreement,

2. Vesting. The Optionee’s right to exercise the Options granted by the Company under this Agreement are expressly subject to the following vesting conditions:

(a)	No Option may be exercised unless such Option has vested. The vesting of all Options shall be cumulative.

(b)

Aggregate Number of Company Options to Vest	Vesting Date
200,000	March 31, 2015
200,000	June 30, 2015
200,000	September 30, 2015
200,000	December 31, 2015
200,000	March 31, 2016
200,000	June 30, 2016
200,000	September 30, 2016
200,000	December 31, 2016
200,000	March 31, 2017
200,000	June 30, 2017
200,000	September 30, 2017
200,000	December 31, 2017
2,400,000	Total

(c)	Notwithstanding any other provision in this Agreement to the contrary, all unvested options outstanding under this Agreement shall immediately vest and become exercisable upon a Change in Control. For purposes of this Section 2(c ) , a “Change in Control” means any of the following events:

(i)

(ii)	Approval by the stockholders of the Company of (i) a plan of complete liquidation or dissolution of the company or (ii) a sale by the Company of all of its property and assets pursuant to Section 78.565 of the Nevada Revised Statutes (the “NRS”); or

(iii)

3. Term and Termination of Options. The “Expiration Date” for the Options shall be determined as follows:

(a)	Unvested Options . The Expiration Date for any Options that have not vested and not become exercisable shall be the date that the Optionee no longer acts as a director, officer, employee or consultant of the Company or any Parent or Subsidiary of the Company in any capacity whatsoever.

(b)	Vested Options . The Expiration Date for any Options that have vested and have become exercisable shall be the earliest of the following dates:

(i)	The date that is fifth (5 th ) year anniversary of the particular Vesting Date for those Options;

(ii)

(iii)

(c)	For purposes of this Section 3:

(i)	“Parent” shall mean a “parent” of the Company as defined in Rule 405 of the US Securities Act;

(ii)	“Subsidiary” shall mean a “subsidiary” of the Company as defined in Rule 405 of the US Securities Act;

(iii)

5. US Securities Agreements of the Optionee.

(a)

(b)

(c)

6. Canadian Securities Agreements of the Optionee.

(a)

(i)	A four month period has passed from the later of (i) the date that the Company distributed the securities, and (ii) the date the securities were distributed by a control person of the Company;

(ii)	If the person trading the securities is a control person of the Company, such person has held the securities for at least 6 months;

(iii)

(iv)	The trade is made through an investment dealer registered in a jurisdiction in Canada;

(v)	The investment dealer executes the trade through any of the over-the-counter markets in the United States;

(vi)	There has been no unusual effort made to prepare the market or create a demand for the securities;

(vii)

No extraordinary commission or other consideration is paid to a person for the trade;

(viii)

If the person trading the securities is an insider of the Company, the person reasonably believes that the Company is not in default of securities legislation; and

(ix)	All certificates representing the Offered Securities bear the Canadian restrictive legend set out in Section 13(1) of MI 51-105.

(b)

The Optionee represents and warrants that it is a resident of the jurisdiction specified in the Optionee’s address as set out in the signature page to this Agreement and that he does not presently intend to trade any of the Option Shares in or from a jurisdiction in Canada. If the Optionee does, in the future, intend to trade the Option Shares in or from a jurisdiction in Canada, it will, in addition to complying with the provisions of Section 6(a), re-submit all certificates representing the Option Shares to the Company for purposes of having the legend set out in Section 13(1) of MI 51-105 endorsed on such certificates.

(a)	The Optionee is an executive officer of the Company, and as such has access to all information regarding the Company and the Company’s business and financial prospects necessary to make a fully informed decision regarding the exercise of the Options;

(b)

(c)

(d)

13. Miscellaneous.

(a)

(b)

(c)	Time shall be of the essence of this agreement and of every part of it and no extension or variation of this agreement shall operate as a waiver of this provision.

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(d)	This Agreement may be executed in one or more counterparts, each of which so executed shall constitute an original and all of which together shall constitute one and the same agreement.

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the Grant Date set forth above.

CELL MEDX CORP.
by its authorized signatory:
/s/ Frank McEnulty

Frank McEnulty
Name
President and CEO
Title

OPTIONEE:

/s/John Sanderson, M.D.

SIGNATURE OF OPTIONEE

John Sanderson, M.D.
NAME OF OPTIONEE

9 islandview, Irvine, CA 92604.USA
ADDRESS

2,400,000
NUMBER OF OPTIONS

SCHEDULE A TO

NON-QUALIFIED OPTION AGREEMENT

NOTICE OF EXERCISE FORM

TO: CELL MEDX CORP.

A Nevada corporation (the “Company”)

Dear Sirs:

The undersigned (the “Subscriber”) hereby exercises the right to purchase and hereby subscribes for

_________________________________________

(Insert No. of Shares)

Please issue a certificate for the shares being purchased as follows in the name of the Subscriber:

NAME:
	(Please Print)
ADDRESS:

The Subscriber represents and warrants to the Company that:

(a)	The Optionee is an executive officer of the Company, and as such has access to all information regarding the Company and the Company’s business and financial prospects necessary to make a fully informed decision regarding the exercise of the Options;

(b)	The Subscriber has not offered or sold the Option Shares within the meaning of the United States Securities Act of 1933, as amended (the “US Securities Act”);

(c)	The Subscriber is acquiring the Option Shares for its own account for investment purposes, with no present intention of dividing its interest with others or of reselling or otherwise disposing of all or any portion of the same;

(d)	The Subscriber does not intend any sale of the Option Shares either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance;

(e)	The Subscriber has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for or which is likely to compel a disposition of the Option Shares;

(f)	The Subscriber is not aware of any circumstances presently in existence which are likely in the future to prompt a disposition of the Option Shares;

(g)	The Option Shares were offered to the Subscriber in direct communication between the Subscriber and the Corporation and not through any advertisement of any kind;

(h)	The Subscriber has the financial means to bear the economic risk of the investment which it hereby agrees to make;

(i)	This subscription form will also confirm the Subscriber’s agreement as follows:

(i)

(ii)	Only the Company can take action to register the Option Shares under the US Securities Act or applicable state securities law or to comply with the requirements for an exemption under the US Securities Act or applicable state securities law.

(iii)

Unless there is a registration statement under US Securities Act regarding the exercise of the Options, and such registration statement is effective at the time the Options are exercised (or any portion thereof), the certificates representing the Option Shares will be endorsed with a legend substantially as follows or such similar or other legends as deemed advisable by the lawyers for the Company to ensure compliance with the US Securities Act and any other applicable laws or regulations:

(j)

(k)

DATED this day of , .

Signature of Subscriber :
Name of Subscriber:
Address of Subscriber:

CELL MEDX CORP.

CERTIFICATIONS PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Frank E. McEnulty, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the period ending November 30, 2014 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: January 14, 2015

/s/ Frank E. McEnulty

Frank E. McEnulty

Chief Executive Officer and President

(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 November 30, 2014 of Cell MedX Corp.;

(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: January 14, 2015

/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 November 30, 2014, 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: January 14, 2015

/s/ Frank E. McEnulty

Frank E. McEnulty

Chief Executive Officer and President

(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

(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: January 14, 2015

/s/ Yanika Silina

Yanika Silina

Chief Financial Officer

(Principal Accounting Officer)