Cell MedX Corp. (Form: 10-Q, Received: 04/14/2015 17:06:58)

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 February 28, 2015

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 incorporation or organization)		(I.R.S. Employer Identification No.)

74 N. Pecos Road, Suite D, Henderson, NV		89074
(Address of principal executive offices)		(Zip code)

(844)-238-2692

(Registrant’s telephone number, including area code)

4575 Dean Martin Drive, Suite 2206, Las Vegas, NV 89103

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X]

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 [ ]

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.)

Yes [ ]

No [X]

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

CELL MEDX CORP.

TABLE OF CONTENTS

		Page
	PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	1

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

Item 3.	Quantitative and Qualitative Disclosure about Market Risk	7

Item 4.	Control and Procedures	7

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	8

Item 1A.	Risk Factors	8

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	12

Item 3.	Defaults Upon Senior Securities	12

Item 4.	Mine Safety Disclosures	12

Item 5.	Other Information	12

Item 6.	Exhibits	13

	SIGNATURES	14

PART I - FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

The accompanying unaudited consolidated interim financial statements of Cell MedX Corp. as at February 28, 2015, have been prepared by the Company’s management in conformity with accounting principles generally accepted in the United States of America and in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' deficit in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.

Operating results for the three and nine month periods ended February 28, 2015 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.

	Page
Balance Sheets	F-1
Statements of Operations	F-2
Statement of Changes in Shareholders’ Deficit	F-3
Statements of Cash Flows	F-4
Notes to Financial Statements	F-5 to F-8

CELL MEDX CORP.

(Formerly Sports Asylum, Inc.)

CONDENSED BALANCE SHEETS

	February 28, 2015 (Unaudited)			May 31, 2014
ASSETS

Current assets
Cash	$	28,905		$	1,201
GST receivable		552			-
Inventory		1,446			-
Prepaids		9,167			-
Total current assets		40,070			1,201

Deposit on equipment		18,483			-
Total assets	$	58,553		$	1,201


LIABILITIES AND STOCKHOLDERS' DEFICIT
Accounts payable	$	186,056		$	1,949
Accrued liabilities		23,056			-
Advances payable		61,509			-
Advances from related parties		110,784			19,647
Note payable		198,135			-
Total liabilities		579,540			21,596

STOCKHOLDERS' DEFICIT
Common stock, $0.001 par value, 300,000,000 shares authorized;
31,000,000 shares issued and outstanding at February 28, 2015 and May 31, 2014		31,000			31,000
Additional paid-in capital		195,354			31,900
Obligation to issue shares		75,000			-
Accumulated deficit		(823,075	)		(83,295	)
Accumulated other comprehensive income		734			-
Total stockholders' deficit		(520,987	)		(20,395	)
Total liabilities and stockholders’ deficit	$	58,553		$	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.)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Three months ended						Nine months ended
	February 28,						February 28,
	2015			2014			2015			2014

Revenue
Sales	$	1,231		$	-		$	1,231		$	-
Services		4,051			-			4,051			-
		5,282			-			5,282			-

Cost of goods sold		(2,429	)		-			(2,429	)		-

Gross margin		2,853			-			2,853			-

Operating expenses
Consulting fees		94,408			-			184,350			-
General and administrative expenses		70,423			4,370			248,568			13,136
Financing costs		36,400			-			88,900			-
Research and development costs		146,261			-			146,261			-
Stock-based compensation		74,554			-			74,554			-
Total operating expenses		422,046			4,370			742,633			13,136

Net loss		(419,193	)		(4,370	)		(739,780	)		(13,136	)

Other comprehensive income
Unrealized foreign exchange gain		724			-			734			-
Comprehensive loss	$	(418,469	)	$	(4,370	)	$	(739,046	)	$	(13,136	)

Net loss per common share
Basic and diluted	$	(0.01	)	$	-		$	(0.02	)	$	-

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

(Unaudited)

					Obligation		Additional					Accumulated Other
	Common Stock				to issue		paid-in		Accumulated			Comprehensive
	Shares		Amount		shares		capital		Deficit			Income		Total

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

Net loss for the nine months ended February 28, 2014		-		-		-		-		(13,136	)		-		(13,136	)
Balance - February 28, 2014		31,000,000		31,000		-		31,900		(77,904	)		-		(15,004	)

Net loss for the three months ended May 31, 2014		-		-		-		-		(5,391	)		-		(5,391	)
Balance - May 31, 2014		31,000,000		31,000		-		31,900		(83,295	)		-		(20,395	)

Financing costs		-		-		-		88,900		-			-		88,900
Subscriptions received		-		-		75,000		-		-			-		75,000
Stock-based compensation		-		-		-		74,554		-			-		74,554
Net loss for the nine months ended February 28, 2015		-		-		-		-		(739,780	)		-		(739,780	)
Unrealized foreign currency exchange gain		-		-		-		-		-			734		734
Balance - February 28, 2015		31,000,000	$	31,000	$	75,000	$	195,354	$	(823,075	)	$	734	$	(520,987	)

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

F-3

CELL MEDX CORP

(Formerly Sports Asylum, Inc.)

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine months ended
	February 28,
	2015			2014

Cash flows used in operating activities
Net loss	$	(739,780	)	$	(13,136	)
Items not involving cash
Financing costs		88,900			-
Stock-based compensation		74,554			-
Unrealized foreign exchange gain		(7,025	)		-

Changes in operating assets and liabilities
GST receivable		(552	)		-
Inventory		(1,446	)		-
Prepaids		(9,167	)		-
Accounts payable		187,215			58
Accrued liabilities		23,056			-
Accruals		64,244			-
Due to related parties		92,319			3,300
Accrued interest on notes payable		3,135			-
Net cash flows used in operating activities		(224,547	)		(9,778	)

Cash flows used in investing activities
Deposit on equipment		(18,483	)		-
Net cash used in investing activities		(18,483	)		-

Cash flows from financing activities
Cash received on issuance of notes payable		195,000			-
Obligation to issue shares		75,000			-
Net cash provided by financing activities		270,000			-

Effects of foreign currency exchange		734			-
Increase (decrease) in cash		27,704			(9,778	)
Cash, beginning		1,201			10,979
Cash, ending	$	28,905		$	1,201

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

FEBRUARY 28, 2015

(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. 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 “Subsidiary”) 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. Through the Subsidiary, the Company is engaged in reselling and marketing spa technology and equipment as well as providing continuing education to the estheticians and healthcare professionals in the field of medical aesthetics.

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 nine month period ended February 28, 2015 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

Principals of consolidation

The consolidated financial statements include the accounts of Cell MedX Corp. and the Subsidiary. On consolidation, all intercompany balances and transactions are eliminated.

Foreign currency translations and transactions

The Company’s functional and reporting currency is the US dollar. 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 part of operating expenses on the statement of operations.

F-5

CELL MEDX CORP.

(FORMERLY SPORTS ASYLUM, INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 28, 2015

(UNAUDITED)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The Subsidiary’s functional currency is the Canadian dollar. The Subsidiary translates assets and liabilities to US dollars using year-end exchange rates, and translates revenues and expenses using average exchange rates during the period. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the other comprehensive income. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Revenue recognition

Revenue is recognized when all the following conditions have been met: pervasive evidence of an agreement exists, when delivery of the product has occurred and title has transferred or services have been provided, and when collectability is reasonably assured.

Inventory valuation

Inventories are valued at the lower of cost or net realizable value, net of trade discounts received, with costs being determined based on the weighted average cost basis.

Research and development costs

The Company expenses all in-house research and development costs in the period they were incurred. Acquired research and development costs are capitalized to the extent that the sum of the undiscounted cash flows expected to result from the asset can be reasonable estimated, or may be verified by an appraisal in certain instances, in all other instances the costs are expensed in the period they were incurred. However, acquired research and development costs for a particular research and development project that have no alternative future uses (in other research and development projects or otherwise) and therefore no separate economic values, are expensed as research and development costs at the time the costs are incurred.

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 cash consideration paid for acquisition of the Technology has been expensed as research and development costs.

F-6

CELL MEDX CORP.

(FORMERLY SPORTS ASYLUM, INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 28, 2015

(UNAUDITED)

NOTE 4– RELATED PARTY TRANSACTIONS

Amounts due to related parties at February 28, 2015 and May 31, 2014:

	February 28, 2015		May 31, 2014
Due to the Chief Executive Officer (“CEO”) and President	$	12,254	$	-
Due to the Vice President, Corporate Strategy		35,520		-
Due to the Vice President, Technology and Operations		19,007		-
Due to the Chief Medical Officer		21,059		-
Due to the former major shareholder		22,944		19,647
Due to related parties	$	110,784	$	19,647

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

During the nine months ended February 28, 2015 and 2014, the Company incurred the following expenses with related parties:

	February 28, 2015		February 28, 2014
Management fees incurred to the CEO and President	$	10,800	$	-
Management fees incurred to the Chief Financial Officer (“CFO”)		3,000		-
Consulting fees incurred to the Vice President, Corporate Strategy		66,305		-
Consulting fees incurred to the Vice President, Technology and Operations		53,044		-
Cash consideration paid for Technology, and recorded as part of research and development costs		100,000		-
Research and development costs incurred to the Chief Medical Officer		40,000		-
Stock-based compensation incurred to the Chief Medical Officer		74,554		-
Total transactions with related parties	$	347,703	$	-

F-7

CELL MEDX CORP.

(FORMERLY SPORTS ASYLUM, INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 28, 2015

(UNAUDITED)

NOTE 5 – 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 consulting services.

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 first tranche of the options to purchase up to 200,000 shares of the Company’s common stock vested on March 31, 2015 and expire on March 31, 2020. Remaining options will vest quarterly beginning on June 30, 2015 in equal portions of 200,000 shares per vesting period. These options expire on the 5th year anniversary of the applicable vesting date.

During the nine months ended February 28, 2015, the Company recorded stock-based compensation of $74,554 in connection with the vesting of these options.

NOTE 6 – 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.

On December 12, 2014, the Company signed a loan agreement with the Lender for $70,000. 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 $36,400 as the conversion price was below the market value of the shares on the date of the transaction.

As of February 28, 2015, the Company recorded $3,135 in interest expense associated with above loans.

During the nine months ended February 28, 2015, 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 7 – SHARE CAPITAL

During the quarter ended February 28, 2015, the Company received a subscription for 150,000 units (each a “Unit”) at a price of $0.50 per Unit for total proceeds of $75,000. Each Unit consists of one share of the Company's common stock and one warrant for the purchase of one additional share of the Company's common stock, exercisable at a price of $1.00 per share, expiring on January 29, 2016. The Units subscribed for have not yet been issued.

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 February 28, 2015, all options remained unvested.

On January 13, 2015, the Company issued 2,400,000 non-transferrable options to the Consultant (Note 5). 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-8

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. Through our subsidiary, Avyonce Cosmedics Inc., which we incorporated on November 26, 2014 under the laws of British Columbia, we are engaged in reselling and marketing spa technology and equipment as well as providing continuing education to the estheticians and healthcare professionals in the field of medical aesthetics.

Recent Corporate Developments

The following corporate developments occurred during the quarter ended February 28, 2015, and up to the date of the filing of this 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 9, 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.

Commencement of Pilot Studies

On January 9, 2015, we commenced the discovery phase of our pilot trial of the e-balance Technology. The pilot study is being conducted on human subjects and is designed to test the safety and efficacy of the e-balance Technology as an adjunctive treatment for diabetes mellitus. Objectives for this trial include the identification of markers of improved diabetic control, insight into optimal treatment parameters, magnitude and timing of clinical effects, and measurement of overall efficacy while monitoring for any potential adverse effects.

The first results of metabolomic assays taken during the Phase 1 pilot clinical trial were released in late February 2015, and additional results became available in mid April 2015.

To f urther explore the effects of the e-balance Technology we have started recruiting subjects with Type 1 and Type 2 diabetes to continue with our formal Phase 1B clinical trial scheduled to take place in Newport Beach, CA.

Subscription to Common Stock

During the quarter ended February 28, 2015, we received a subscription for 150,000 units (each a “Unit”) at a price of $0.50 per Unit for total proceeds of $75,000. Each Unit subscribed for consists of one share of our common stock and one warrant for the purchase of one additional share of our common stock, exercisable at a price of $1.00 per share, expiring on January 29, 2016. As of the date of this Quarterly Report, the Units remain unissued.

Results of Operations for the Three and Nine Months ended February 28, 2015 and 2014

Our operating results for the three and nine months ended February 28, 2015 and 2014 and the changes in the operating results between those periods are summarized in the table below.

	Three months ended February 28,						Changes between the periods ended February 28, 2015		Nine months ended February 28,						Changes between the periods ended February 28, 2015
	2015			2014			and 2014		2015			2014			and 2014

Net revenue	$	2,853		$	-		$	2,853	$	2,853		$	-		$	2,853
Operating expenses		(422,046	)		(4,370	)		417,676		(742,633	)		(13,136	)		729,497
Net loss		(419,193	)		(4,370	)		414,823		(739,780	)		(13,136	)		726,644
Unrealized foreign exchange gain		724			-			724		734			-			734
Comprehensive loss for the period	$	(418,469	)	$	(4,370	)	$	414,099	$	(739,046	)	$	(13,136	)	$	(725,910	)

Revenue

Our revenue for the three and nine months ended February 28, 2015 and 2014 consisted of the following:

	Three months ended February 28,					Changes between the periods ended February 28, 2015		Nine months ended February 28,					Changes between the periods ended February 28, 2015
	2015			2014		and 2014		2015			2014		and 2014
Revenue
Sales	$	1,231		$	-	$	1,231	$	1,231		$	-	$	1,231
Services		4,051			-		4,051		4,051			-		4,051
Cost of goods sold		(2,429	)		-		2,429		(2,429	)		-		2,429
Gross margin	$	2,853		$	-	$	2,853	$	2,853		$	-	$	2,853

Our revenue during the three and nine month periods ended February 28, 2015, was associated with the beginning of operations of our wholly-owned subsidiary, Avyonce Cosmedics Inc. The revenue consisted of sales of spa consumable products, as well as continuing education courses that we are offering through our Subsidiary to the estheticians and health care professionals in the field of medical aesthetics.

Operating Expenses

Our operating expenses for the three and nine months ended February 28, 2015 and 2014 consisted of the following:

	Three months ended February 28,				Changes between the periods ended February 28, 2015		Nine months ended February 28,				Changes between the periods ended February 28, 2015
	2015		2014		and 2014		2015		2014		and 2014

Operating expenses
Consulting fees	$	94,408	$	-	$	94,408	$	184,350	$	-	$	184,350
General and administrative expenses		70,423		4,370		66,053		248,568		13,136		235,432
Financing costs		36,400		-		36,400		88,900		-		88,900
Research and development costs		146,261		-		146,261		146,261		-		146,261
Stock-based compensation		74,554		-		74,554		74,554		-		74,554
Total operating expenses	$	422,046	$	4,370	$	417,676	$	742,633	$	13,136	$	729,497

During the three month period ended February 28, 2015, our operating expenses increased by $417,676 from $4,370 incurred during the three months ended February 28, 2014, to $422,046 incurred during the three months ended February 28, 2015. 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 nine month period ended February 28, 2015, our operating expenses increased by $729,497 from $13,136 incurred during the nine months ended February 28, 2014, to $742,633 incurred during the nine months ended February 28, 2015. The most significant year-to-date changes were as follows:

●	During the nine months ended February 28, 2015, we incurred $184,350 in consulting fees. Of this amount, $119,349 was paid or accrued 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 $73,645 in corporate communications fees, which included programming and design of our corporate web site, the production of PowerPoint and video presentations.
●	During the nine months ended February 28, 2015, we recorded $88,900 in financing fees on the loan agreements we entered into to support our current operations. The non-cash financing fees resulted from the conversion features of the loans, which were below the market value of the shares on the date of the transactions.
●	Our legal fees for the nine month period ended February 28, 2015, were $63,041 and were mainly associated with completing our acquisition of the e-balance Technology.
●	Our research and development fees for the nine month period ended February 28, 2015, amounted to $146,261 and were associated with acquisition of the e-balance Technology and commencement of the pilot study.
●	During the nine months ended February 28, 2015, we recorded $74,554 in stock-based compensation, which was calculated to be a fair market value of the options we issued to Dr. Sanderson pursuant to his Consulting Agreement with us.
●	During the nine months ended February 28, 2015, we recorded $29,646 in due diligence cost which resulted from the process we initiated to determine the viability of acquisition of the e-balance Technology.

Liquidity and Capital Resources

Working Capital

	February 28, 2015			May 31, 2014
Current assets	$	40,070		$	1,201
Current liabilities		(579,540	)		(21,596	)
Working capital deficit	$	(539,470	)	$	(20,395	)

As of February 28, 2015, we had a cash balance of $28,905, a working capital deficit of $539,470 and cash flows used in operations of $224,547 for the nine months then ended. During the nine months ended February 28, 2015, we funded our operations with $75,000 in subscriptions received for our equity securities, $195,000 received under a convertible loans we received from an unrelated party, and $64,244 in advances we received during the same period.

Cash Flows

	February 28,
	2015			2014
Net cash used in operating activities	$	(224,547	)	$	(9,778	)
Net cash used in investing activities		(18,483	)		-
Net cash provided by financing activities		270,000			-
Translation gain		734			-
Net increase / (decrease) in cash	$	27,704		$	(9,778	)

Net Cash Used in Operating Activities

Net cash used in operating activities during the nine months ended February 28, 2015, was $224,547. This cash was primarily used to cover our cash operating expenses of $583,351, prepay our regulatory fees by $9,167, purchase the inventory for the total of $1,446 and increase our GST receivable by $552. These uses of cash were offset by $187,215 and $23,056 increases in our accounts payable and accrued liabilities, respectively; by $64,244 advances we received from non-related parties and by $92,319 in amounts due to related parties. In addition we accrued $3,135 in interest on the notes payable, which remain unpaid.

Net cash used in operating activities during the nine months ended February 28, 2014, was $9,778. This cash was used to cover our cash operating expenses of $13,136, and was offset by increases in our accounts payable and amounts due to related parties of $58 and $3,300, respectively.

Non-cash Transactions

During the nine month period ended February 28, 2015, we recorded $74,554 in stock-based compensation associated with the fair value of the options to purchase up to 2,400,000 shares of our common stock we issued to Dr. Sanderson as compensation for his appointment as our Chief Medical Officer. During the same period we also recorded $88,900 in non-cash financing costs associated with the conversion feature of the notes payable. These non-cash expenses were offset by $7,025 in unrealized foreign exchange gains we recorded on the transactions denominated in other than our reporting currency.

We did not have any non-cash transactions during the nine month period ended February 28, 2014.

Net Cash Used in Investing Activities

During the nine months ended February 28, 2015, we paid $18,483 as deposit on equipment which will be used in our pilot trial. We did not have any investing activities during the same period ended February 28, 2014.

Net Cash Provided by Financing Activities

During the nine months ended February 28, 2015, we borrowed a total of $195,000 from City Group LLC (the “Lender”), an unrelated party. The loans are unsecured, payable on demand and bear 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. We recorded $88,900 in non-cash financing fees associated with these loans. During the same period we received subscriptions for 150,000 Units at a price of $0.50 per Unit for total proceeds of $75,000. Each Unit consists of one share of our common stock and one warrant for the purchase of one additional share of our common stock, exercisable at a price of $1.00 per share, expiring on January 29, 2016. As of the date of this report, the Units subscribed for remain unissued.

During the nine months ended February 28, 2014, we did not have any financing transactions.

Going Concern

The notes to our unaudited interim consolidated financial statements at February 28, 2015 disclose our uncertain ability to continue as a going concern. We are development stage company with limited operations. To date we were able to generate only minimal revenue from the operations of our Subsidiary. Our research and development plans for the near future will require large capital expenditures, which we are planning to mitigate through equity or debt financing.

We have accumulated a deficit of $823,075 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 February 28, 2015. 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 February 28, 2015, 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 e-balance 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 e-balance Technology, which is currently under development, will be launched, whether we will be able to develop, license our e-balance Technology, or whether our products based on the e-balance Technology will be commercially successful. Failure to launch successful new products may cause our research and development efforts 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 generated only minimal revenues. If we cannot generate any profits, our investors may lose their entire investment.

We are a recently formed company and have generated only minimal revenues. Our revenue for the third quarter ended February 28, 2015 , was insignificant to result in any profits. If we fail to make any profits 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. We have yet to prove our e-balance 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 $823,075 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 December 12, 2014, we entered into a loan agreement with City Group LLC. (“City Group”) for the principal sum of $70,000. The loan from City Group is unsecured, payable on demand and bears 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 loan and accrued interest thereon may be converted into shares of our common stock at a price of $0.50 per share. We 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.

During the quarter ended February 28, 2015, we received subscriptions for 150,000 units (each a “Unit”) at a price of $0.50 per Unit, for total proceeds of $75,000. Each Unit consists of one share of our common stock and one warrant for the purchase of one additional share of our common stock, exercisable at a price of $1.00 per share, expiring on January 29, 2016. The offer and sale of the Units to the subscriber is being made in in reliance upon the exemption from registration provided by Rule 506(b) of the Securities Act of 1933 on the basis that the subscriber is an accredited investor. As of the date of this Quarterly Report on Form 10-Q, the Units remain unissued. We used the proceeds from the subscription to support our day-to-day operations.

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)
10.11	Management Consulting Agreement dated January 13, 2015 among Cell MedX Corp., and Dr. John Sanderson, MD .(10)
10.12	Stock Option Agreement dated December 12, 2014 among Cell MedX Corp. and Dr. John Sanderson, MD .(10).
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 February 28, 2015, formatted in XBRL (extensible Business Reporting Language):
	(1) Balance Sheets at February 28, 2015 (unaudited), and May 31, 2014
	(2) Unaudited Condensed Interim Statements of Operations for the three and nine month periods ended February 28, 2015 and 2014.
	(3) Unaudited Condensed Interim Statements of Shareholders’ Deficit for the nine month periods ended February 28, 2015 and 2014.
	(4) Unaudited Condensed Interim Statements of Cash Flows for the nine month periods ended February 28, 2015 and 2014.

(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
(10)		Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on January 13, 2015

SIGNATURES

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

		Cell MedX Corp.

Date:	April 14, 2015	By:	/s/ Frank E. McEnulty
		N ame:	Frank E. McEnulty
		Title:	President, Chief Executive Officer and Director
			(Principal Executive Officer)

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

LOAN AGREEMENT

November 12, 2014

City Group LLC (the “Lender”) of 1201 Orange Street, Suite 600, Wilmington, DE 19801, advanced total of USD$125,000 (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 November 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 November 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$125,000 November 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 $125,000 lawful money of United States of America (the “Principal Sum”) together with interest on the Principal Sum from November 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

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 February 28, 2015, of Cell MedX Corp.;

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

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

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

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

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

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

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

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

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

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

Date: April 14, 2015	By:	/s/ Frank E. McEnulty
	Name:	Frank E. McEnulty
	Title:	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 February 28, 2015 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: April 14, 2015	By:	/s/ Yanika Silina
	Name:	Yanika Silina
	Title:	Chief Financial Officer (Principal Accounting Officer)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Cell MedX Corp. (the “Company”) on Form 10-Q for the period ending February 28, 2015, 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.

Date: April 14, 2015	By:	/s/ Frank E. McEnulty
	Name:	Frank E. McEnulty
	Title:	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.

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