Cell MedX Corp. (Form: 10-Q, Received: 10/15/2015 16:27:30)

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 August 31, 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		(I.R.S. Employer
incorporation or organization)		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)

n/a

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 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 October 14, 2015 was 31,000,000.

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CONTENTS

		Page
	PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	3

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

Item 3.	Quantitative and Qualitative Disclosure 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	13

	SIGNATURES	15

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

The accompanying unaudited consolidated interim financial statements of Cell MedX Corp. as at August 31, 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 month period ended August 31, 2015 are not necessarily indicative of the results that can be expected for the year ending May 31, 2016.

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.

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CELL MEDX CORP.

CONSOLIDATED BALANCE SHEETS

	August 31, 2015			May 31, 2015
ASSETS	(Unaudited)

Current assets
Cash	$	6,837		$	1,258
Inventory		1,063			707
Other current assets		12,470			18,753
Total current assets		20,370			20,718

Equipment		24,384			25,846
Total assets	$	44,754		$	46,564


LIABILITIES AND STOCKHOLDERS' DEFICIT
Accounts payable	$	255,961		$	220,010
Accrued liabilities		31,621			30,339
Due to related parties		256,589			206,482
Notes and advances payable		399,161			273,799
Total liabilities		943,332			730,630

STOCKHOLDERS' DEFICIT
Common stock, $0.001 par value, 300,000,000 shares authorized;
31,000,000 shares issued and outstanding at August 31, 2015 and at May 31, 2015		31,000			31,000
Additional paid-in capital		1,137,559			324,629
Obligation to issue shares		75,000			75,000
Accumulated deficit		(2,144,888	)		(1,115,460	)
Accumulated other comprehensive income		2,751			765
Total stockholders' deficit		(898,578	)		(684,066	)
Total liabilities and stockholders’ deficit	$	44,754		$	46,564

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

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F-1

CELL MEDX CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended
	August 31,
	2015			2014

Revenue
Sales	$	1,882		$	-
Cost of goods sold		1,205			-
Gross margin		677			-

Operating expenses
Amortization		3,913			-
Consulting fees		86,458			-
General and administrative expenses		72,589			47,922
Research and development costs		553,539			-
Stock-based compensation		316,585			-
Total operating expenses		1,033,084			47,922

Other items
Gain on sale of equipment		2,979			-
Net loss		(1,029,428	)		(47,922	)

Unrealized foreign exchange translation gain		1,986			-
Comprehensive loss	$	(1,027,442	)	$	(47,922	)
Net loss per common share
Basic and diluted	$	(0.03	)	$	(0.00	)

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

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

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F-2

CELL MEDX CORP.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

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

Balance - May 31, 2014		31,000,000	$	31,000	$	-	$	31,900	$	(83,295	)	$	-	$	(20,395	)

Net loss for the three months ended August 31, 2014		-		-		-		-		(47,922	)		-		(47,922	)

Balance - August 31, 2014		31,000,000		31,000		-		31,900		(131,217	)		-		(68,317	)

Financing costs - beneficial conversion feature		-		-		-		88,900		-			-		88,900
Proceeds from share subscription		-		-		75,000		-		-			-		75,000
Stock-based compensation		-		-		-		203,829		-			-		203,829
Net loss for the nine months ended May 31, 2015		-		-		-		-		(984,243	)		-		(984,243	)
Unrealized foreign exchange translation gain		-		-		-		-		-			765		765
Balance - May 31, 2015		31,000,000		31,000		75,000		324,629		(1,115,460	)		765		(684,066	)

Options issued for technology		-		-		-		496,345		-			-		496,345
Stock-based compensation		-		-		-		316,585		-			-		316,585
Net loss for the three months ended August 31, 2015		-		-		-		-		(1,029,428	)		-		(1,029,428	)
Unrealized foreign exchange translation gain		-		-		-		-		-			1,986		1,986

Balance - August 31, 2015		31,000,000	$	31,000	$	75,000	$	1,137,559	$	(2,144,888	)	$	2,751	$	(898,578	)

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

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F-3

CELL MEDX CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three Months Ended
	August 31,
	2015			2014

Cash flows used in operating activities:
Net loss	$	(1,029,428	)	$	(47,922	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization		3,913			-
Gain on sale of equipment		(2,979	)		-
Research and development costs - non-cash		496,345			-
Stock-based compensation		316,585			-
Foreign exchange gain		(7,489	)		-

Changes in operating assets and liabilities:
Inventory		(410	)		-
Other current assets		6,241			(4,655	)
Accounts payable		35,787			36,513
Accrued liabilities		1,974			1,738
Due to related parties		77,235			3,297
Accrued interest on notes payable		4,627			-
Net cash flows used in operating activities		(97,599	)		(11,029	)

Cash flows used in investing activities:
Acquisition of equipment		(18,773	)		-
Net cash used in investing activities		(18,773	)		-

Cash flows from financing activities:
Advances payable		(30,000	)		9,828
Proceeds from notes payable		152,000			-
Net cash provided by financing activities		122,000			9,828

Effects of foreign currency exchange on cash		(49	)		-
Increase (decrease) in cash		5,579			(1,201	)
Cash, beginning of period		1,258			1,201
Cash, end of period	$	6,837		$	-


Non-cash investing transactions:
Sale of equipment recorded as settlement of due to related parties	$	19,301		$	-

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

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F-4

CELL MEDX CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2015

(UNAUDITED)

NOTE 1 - ORGANIZATION

Cell MedX Corp. (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 its subsidiary, Avyonce Cosmedics Inc. (the “Subsidiary”) the Company is engaged in reselling and marketing spa technology and equipment.

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 consolidated financial statements for the year ended May 31, 2015, 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 consolidated financial statements included in Form 10-K. In the opinion of management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three month period ended August 31, 2015 are not necessarily indicative of the results that may be expected for the year ending May 31, 2016.

Reclassifications

Certain prior period amounts in the accompanying unaudited consolidated interim financial statements have been reclassified to conform to the current period’s presentation. These reclassifications had no effect on the consolidated results of operations or financial position for any period presented.

Going Concern

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

NOTE 2– RELATED PARTY TRANSACTIONS

Amounts due to related parties at August 31, 2015 and May 31, 2015:

	August 31, 2015		May 31, 2015
Due to the Chief Executive Officer (“CEO”) and President	$	33,854	$	23,054
Due to the Vice President (“VP”), Corporate Strategy		82,000		60,228
Due to the VP, Technology and Operations		44,002		44,362
Due to the Chief Medical Officer		66,059		51,059
Due to a company owned by VP, Corporate Strategy and VP Technology and Operations		1,730		1,835
Due to the Chief Financial Officer (“CFO”)		6,000		3,000
Due to the former major shareholder		22,944		22,944
Due to related parties	$	256,589	$	206,482

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

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F-5

CELL MEDX CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2015

(UNAUDITED)

During the three months ended August 31, 2015 and 2014, the Company had the following transactions with related parties:

	August 31, 2015			August 31, 2014
Management fees incurred to the CEO and President	$	10,800		$	-
Stock-based compensation incurred to the CEO and President (Note 6)		223,731			-
Management fees incurred to the CFO		3,000			-
Consulting fees incurred to the VP, Corporate Strategy		27,199			-
Consulting fees incurred to the VP, Technology and Operations		21,759			-
Equipment sold to the VP, Technology and Operations and VP, Corporate Strategy		(19,301	)		-
Value of options issued and vested for Technology acquired from the VP, Technology and Operations and VP, Corporate Strategy, and recorded as part of research and development costs (Note 6)		496,345			-
Consulting fees incurred to the Chief Medical Officer and recorded as part of research and development costs		30,000			-
Stock-based compensation incurred to the Chief Medical Officer (Note 6)		92,854			-
Research and development costs incurred to a company controlled by the Chief Medical Officer		25,053			-
Total transactions with related parties	$	911,440		$	-

NOTE 3 – EQUIPMENT

Amortization schedule for the equipment at August 31, 2015 and May 31, 2015:

	August 31, 2015			May 31, 2015
Book value, beginning of the period	$	25,846		$	27,801
Changes during the period		2,451			-
Amortization		(3,913	)		(1,955	)
Book value, end of the period	$	24,384		$	25,846

NOTE 4 – INVENTORY

As at August 31, 2015, the inventory consisted of spa supplies held for resale, and was valued at $1,063 (May 31, 2015 - $707). The Company uses lower of cost or net realizable value to determine the book value of the inventory at reporting date.

NOTE 5 – NOTES AND ADVANCES PAYABLE

During the three month period ended August 31, 2015, the Company entered into a number of loan agreements with unrelated parties for a total of $152,000. These loans bear interest at 6% per annum, are unsecured and are payable on demand.

During the three month period ended August 31, 2015, the Company repaid $30,000 in non-interest bearing advances. These advances were unsecured and payable on demand.

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F-6

CELL MEDX CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2015

(UNAUDITED)

The tables below summarize the short-term loans and advances outstanding as at August 31, 2015 and May 31, 2015, all of which are due and payable on demand:

As at August 31, 2015
Principal outstanding		Interest rate per annum		Additional description	Accrued interest		Total
$	195,000		6%	Convertible	$	9,204	$	204,204
	162,000		6%	Non-convertible		1,637		163,637
	31,320		0%	Advances		-		31,320
$	388,320				$	10,841	$	399,161

As at May 31, 2015
Principal outstanding		Interest rate per annum		Additional description	Accrued interest		Total
$	195,000		6%	Convertible	$	6,147	$	201,147
	10,000		6%	Non-convertible		67		10,067
	62,585		0%	Advances		-		62,585
$	267,585				$	6,214	$	273,799

The convertible loans may be converted into common shares of the Company at the option of the Lender at a price of $0.50 per share.

NOTE 6 – SHARE CAPITAL

During the three months ended August 31, 2015, the Company did not have any transactions that resulted in the issuance of its common stock.

Options

On November 25, 2014, as part of the technology purchase agreement dated for reference as of October 16, 2014, and as amended on October 28, 2014 and November 13, 2014, the Company issued to the vendors of the technology (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 and expiring on the 5th year anniversary of the applicable vesting date, or on December 31, 2019 for those options that have not vested.

On August 26, 2015, the board of directors of the Company determined that the options to purchase up to 2,500,000 common shares of the Company’s common stock granted to the Vendors for the Technology, which were to vest upon the design and commencement of the first clinical trial, have vested.

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F-7

CELL MEDX CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2015

(UNAUDITED)

The total fair value of the vested options was calculated to be $496,345 (Note 2) and was determined using the Black-Scholes option pricing model at the grant date using the following assumptions:

	At August 26, 2015
Expected Life of Options	5 years
Risk-Free Interest Rate		1.49%
Expected Dividend Yield	Nil
Expected Stock Price Volatility		216%

As of August 31, 2015, the remaining options for the purchase of up to 17,500,000 shares of the Company’s common stock remained unvested.

On January 13, 2015, the Company issued 2,400,000 non-transferrable options to its Consultant. 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.

The total fair value of the options was calculated to be $ 591,503 and was determined using the Black-Scholes option pricing model at the grant date using the following assumptions:

	At January 13, 2015
Expected Life of Options	5 years from vesting
Risk-Free Interest Rate		1.37%
Expected Dividend Yield	Nil
Expected Stock Price Volatility		27%

As of August 31, 2015, options to acquire up to 400,000 shares of the Company’s common stock have vested, and the Company recognized $92,854 as Stock Based Compensation expense for the three months ended August 31, 2015. Further $294,820 will be recognized in the future periods.

On August 5, 2015, the Company issued to its CEO, President and a member of the board of directors options to purchase up to 2,500,000 shares of the Company’s common stock (the “CEO Options”). The CEO Options are exercisable at $0.35 per share, subject to the following vesting schedule:

Number of Options to Vest		Vesting Date
	500,000	August 5, 2015
	500,000	October 1, 2015
	500,000	January 1, 2016
	500,000	April 1, 2016
	500,000	July 1, 2016
	2,500,000

Any CEO Options that vest and become exercisable will expire on the 5th year anniversary of the particular vesting date, subject to certain early termination provisions, upon the death of the optionee, or if the optionee ceases to act for the Company in any capacity either voluntarily or as a result of a termination or removal for cause.

The total fair value of the options was calculated to be $616,971 and was determined using the Black-Scholes option pricing model at the grant date using the following assumptions:

	At August 5, 2015
Expected Life of Options	5 years from vesting
Risk-Free Interest Rate		1.65%
Expected Dividend Yield	Nil
Expected Stock Price Volatility		218%

Of the total fair value of the options $223,731 was recognized as Stock Based Compensation expense for the three months ended August 31, 2015, and $393,240 will be recognized in the future periods.

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F-8

CELL MEDX CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2015

(UNAUDITED)

The changes in the number of stock options outstanding during the three months ended August 31, 2015 and the year ended May 31, 2015 are as follows:

	Three months ended August 31, 2015				Year ended May 31, 2015
	Number of options		Weighted average exercise price		Number of options		Weighted average exercise price
Options outstanding, beginning		22,400,000	$	0.12		-		n/a
Options granted		2,500,000	$	0.35		22,400,000	$	0.12
Options exercised		-		n/a		-		n/a
Options outstanding, ending		24,900,000	$	0.14		22,400,000	$	0.12
Options exercisable, ending		3,400,000	$	0.17		200,000	$	0.67

Details of options outstanding as at August 31, 2015 are as follows:

Exercise price		Grant date	Number of options granted		Number of options exercisable
$	0.05	November 25, 2014		20,000,000		2,500,000
$	0.67	January 13, 2015		2,400,000		400,000
$	0.35	August 5, 2015		2,500,000		500,000
				24,900,000		3,400,000

At August 31, 2015, the weighted average remaining contractual life of the stock options outstanding was 4.95 years.

NOTE 7 – SUBSEQUENT EVENTS

Loan Agreements

Subsequent to the three month period ended August 31, 2015, the Company received $70,000 under loan agreements with non-related parties. The loans bear interest at 6% per annum, are unsecured, non-convertible and payable on demand. The Company repaid $10,000 (CAD$13,184) in non-interest bearing advances.

Issuance of Options

Subsequent to the three month period ended August 31, 2015, the Company granted to its consultant options to purchase up to 150,000 shares of the Company’s common stock at $0.20 per share expiring September 1, 2017.

Prototype Development Agreement

On October 1, 2015, the Company entered into an eBalance Prototype Development Agreement (the “Development Agreement”) with an unrelated party (the “Developer”). Based on the Development Agreement the Company agreed to pay the Developer $13,440 (EURO €12,000), of which $5,462 (EURO €4,800) was paid on September 10, 2015, and further $4,090 (EURO €3,600) was paid on October 2, 2015. In addition to the cash payment, upon successful completion of the development of the first eBalance Prototype, the Company agreed to issue to the Vendor 100,000 shares of the Company’s common stock.

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F-9

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

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, 2015 filed with the United States Securities and Exchange Commission (the “SEC”) on September 3, 2015.

Overview

We were incorporated as Plandel Resources, Inc. under the laws of the State of Nevada on March 19, 2010. On March 24, 2014, we changed our name to Sports Asylum, Inc. and on September 30, 2014, we changed our name to Cell MedX Corp. to reflect our new business direction.

On November 25, 2014, we completed the acquisition of a proprietary method for the application of bioelectric signaling to treat diabetes and related ailments (the “eBalance Technology”). With our acquisition of the eBalance 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.

On November 26, 2014, we formed a subsidiary, Avyonce Cosmedics Inc., (the “Avyonce”) under the laws of the Province of British Columbia. Avyonce’s main business activity is channelled towards the resale and marketing of spa technology and equipment to the worldwide beauty and wellness industry, 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 August 31, 2015, and up to the date of the filing of this report:

Update on Clinical Trials

In July 2015 we started preparations for the Phase IB clinical trial. We engaged Newport Aesthetics Research (the “Newport Research”), a research division of Cellese Regenerative Therapeutics Inc. of which Dr. Sanderson, our Chief Medical Officer, is a founder and managing director. The engagement is on a month-to-month basis. We submitted our initial application to the institutional review boar (IRB) for approval of our clinical study; prepared protocols and set up and equipped the clinic space in preparation for induction of subjects. Following an initial review by IRB, we were requested to amend certain information within the application, as a result, as of the date of this filing we are awaiting the final approval which will allow us to induct our subjects.

Option Agreement with Mr. Frank McEnulty

On August 5, 2015, we granted to Mr. McEnulty, our President, Chief Executive Officer and a member of our Board of Directors, options to purchase up to 2,500,000 shares of our common stock. The options granted to Mr. McEnulty are exercisable at $0.35 per share and vest in equal installments of 500,000 shares each, with options for the first 500,000 shares vesting on the grant date. The remaining options vest on October 1, 2015, January 1, 2016, April 1, 2016 and July 1, 2016, respectively, and expire on the 5th year anniversary of the applicable vesting date, subject to certain early termination provisions, upon death, or if Mr. McEnulty ceases to act for us in any capacity either voluntarily or as a result of a termination or removal for cause.

Consulting Agreement

On September 23, 2015, we entered into a Consulting Agreement (the “Consulting Agreement”), effective as of September 1, 2015, with Mr. Steve Bulwa, an unrelated party. Under the terms of the Consulting Agreement, Mr. Bulwa agreed to provide us with corporate communication services for a term of four months, expiring on December 31, 2015. In consideration for Mr. Bulwa agreeing to provide his services to us, we issued Mr. Bulwa non-transferrable options to purchase up to 150,000 shares of our common stock at an exercise price of $0.20 per share, expiring on September 1, 2017, subject to earlier termination in the event that Mr. Bulwa ceases to act as our consultant prior to December 31, 2015.

eBalance Prototype Development Agreement

On October 1, 2015, we entered into a development agreement with Mr. Claudio Tassi (the “Development Agreement”) for the development of the first prototype of the eBalance device. Based on the Development Agreement we agreed to pay BioforMed Aestetic SL, a company Mr. Tassi is a director of, $13,440 (EURO €12,000) and, upon successful completion of the development of the first eBalance Prototype, issue to Mr. Tassi, 100,000 shares of the Company’s common stock.

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Loan Agreements

During the period covered by this Quarterly Report on Form 10-Q, we entered into a number of loan agreements with an unrelated parties for the total of $222,000. The loans bear interest at 6% per annum, compounded monthly, are unsecured and payable on demand. During the same period we repaid $40,000 in non-interest bearing advances. These advances were unsecured and payable on demand.

Results of Operations for the Three Months ended August 31, 2015 and 2014

Our operating results for the three months ended August 31, 2015 and 2014 and the changes in the operating results between those periods are summarized in the table below.

	Three Months Ended August 31,						Percentage
	2015			2014			Increase
Sales	$	1,882		$	-			n/a
Cost of goods sold		(1,205	)		-			n/a
Gross margin		677			-			n/a
Operating expenses
Amortization		3,913			-			n/a
Consulting fees		86,458			9,000			860.6%
General and administrative expenses		72,589			38,922			86.5%
Research and development costs		553,539			-			n/a
Stock-based compensation		316,585			-			n/a
Total operating expenses		1,033,084			47,922			2,055.8%
Gain on sale of equipment		2,979			-			n/a
Net loss	$	(1,029,428	)	$	(47,922	)		2,048.1%

Revenues

Our revenue during the three month period ended August 31, 2015, was associated with the operations of Avyonce. The revenue consisted of sales of spa equipment and consumable products, as well as continuing education courses to estheticians and health care professionals in the field of medical aesthetics. We did not generate any revenue during the three month period ended August 31, 2014.

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Operating Expenses

During the three month period ended August 31, 2015, our operating expenses increased by $985,162 from $47,922 incurred during the three months ended August 31, 2014, to $1,033,084 incurred during the three months ended August 31, 2015. The increase was associated with our acquisition of the eBalance Technology, which resulted in change to our business operations and overall increase to our operating expenses. The most significant year-to-date changes were as follows:

●	During the three month period ended August 31, 2015, we incurred $86,458 in consulting fees. Of this amount, $48,958 was paid or accrued to Jean Arnett and Brad Hargreaves – the vendors of our eBalance Technology - for assisting us with our business development efforts. In addition, we incurred $13,800 in management fees. During the three month period ended August 31, 2014, we paid or accrued $9,000 in consulting fees to an unrelated company. We did not incur any management fees during the three months ended August 31, 2014.
●	In order to bring awareness for our Company and the eBalance Technology to the general public, we have incurred $21,250 in corporate communications and marketing fees; we did not have similar expenses during the comparable period in Fiscal 2015.
●	Our legal fees for the three month period ended August 31, 2015, were $5,260, as compared to $1,738 we incurred during the same period in Fiscal 2015. The change was associated with increased operating activity during the first quarter of our Fiscal 2016.
●	Our research and development fees for the three month period ended August 31, 2015, amounted to $553,539, of which $496,345 was associated with the fair value of options to acquire up to 2,500,000 shares of our common stock that we granted to Mr. Arnett and Mr. Hargreaves (the vendors of the eBalance Technology), pursuant to our Technology Purchase Agreement, as amended. In addition, we incurred $30,000 pursuant to our Management Consulting Agreement with Dr. Sanderson, and $25,053 to Newport Aesthetics Research, for conducting our clinical study.
●	During the three month period ended August 31, 2015, we recorded $316,585 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 and to Mr. McEnulty pursuant to his Option Agreement with us.
●	During the three months ended August 31, 2014, we recorded $29,646 in due diligence costs related to acquisition of the eBalance Technology, we did not have similar expenses during the three month period ended August 31, 2015.
●	Due to increased business activity during the three month period ended August 31, 2015, our filing and regulatory fees increased by $4,306 to $7,079 as compared to the same period in Fiscal 2015.
●	During the three months ended August 31, 2015, we recorded $9,739 in rent, $4,823 in wages paid to our employees and $2,774 in office expenses. These expenses were associated with operations of our wholly owned subsidiary, Avyonce, which we incorporated in November 2014. We did not have similar expenses during the comparative period in Fiscal 2015.

Liquidity and Capital Resources

Working Capital

	As at August 31, 2015			As at May 31, 2015			Percentage Increase / (Decrease)

Current assets	$	20,370		$	20,718			(1.7)%
Current liabilities		943,332			730,630			29.1%
Working capital deficit	$	( 922,962	)	$	(709,912	)		30.0%

As of August 31, 2015, we had a cash balance of $6,837, a working capital deficit of $922,962 and cash flows used in operations of $97,599 for the three month period then ended. During the three months ended August 31, 2015, we funded our operations with $152,000 we received from non-related parties. See “Net Cash Provided By Financing Activities.”

We did not generate sufficient cash flows from our operating activities to satisfy our cash requirements for the three month period ended August 31, 2015. The amount of cash that we have generated from our operations to date is significantly less than our current debt obligations, including our debt obligations under our notes and advances payable. There is no assurance that we will be able to generate sufficient cash from our operations to repay the amounts owing under these notes and advances payable, or to service our other debt obligations. If we are unable to generate sufficient cash flow from our operations to repay the amounts owing when due, we may be required to raise additional financing from other sources.

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Cash Flows

		Three Months Ended August 31,
		2015			2014

Cash flows used in operating activities	$	(97,599	)	$	(11,029	)
Cash flows used in investing activities		(18,773	)		-
Cash flows provided by financing activities		122,000			9,828
Effects of foreign currency exchange on cash		(49	)		-
Net increase (decrease) in cash during the period	$	5,579		$	(1,201	)

Net Cash Used in Operating Activities

Net cash used in operating activities during the three months ended August 31, 2015, was $97,599. This cash was primarily used to cover our cash operating expenses of $223,053, and to increase our inventory held by Avyonce by $410. These uses of cash were offset by decreases in other current assets of $6,241, increases in our accounts payable and accrued liabilities of $35,787 and $1,974, respectively, as well as increases in amounts due to related parties of $ 77,235 and interest accrued on the notes payable of $ 4,627.

Net cash used in operating activities during the three months ended August 31, 2014, was $11,029. This cash was used to cover our cash operating expenses of $47,922 and to increase our prepaid expenses by $4,655. These uses of cash were offset by increases in our accounts payable and accrued liabilities of $36,513 and $1,738, respectively, and by increase in the amounts due to related parties of $3,297.

Non-cash transactions

During the three months ended August 31, 2015, our net loss was affected by the following expenses that did not have any impact on cash used in operations:

·	$3,913 in amortization expense we recorded on our equipment that will be used in clinical trials of our eBalance Technology;

·	$2,979 gain we recorded on the sale of our equipment to Ms. Jean Arnett and Mr. Brad Hargreaves; $19,301 in proceeds from the sale were used to reduce amounts owed to Mr. Hargreaves and Ms. Arnett for services they provided to the Company;

$92,854 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; and $223,731 in stock-based compensation associated with the fair value of the options to purchase up to 2,500,000 shares of our common stock we issued to Mr. Frank McEnulty, our CEO and President;

$496,345 in stock-based compensation associated with the fair value of the options to purchase up to 2,500,000 shares of our common stock, which we issued to Ms. Jean Arnett and Mr. Brad Hargreaves as part of the options to purchase up to 20,000,000 shares of our common stock pursuant to our Technology Purchase Agreement, dated for reference November 25, 2014, and which vested on August 26, 2015.

·	$7,489 gain that resulted from foreign exchange fluctuations on Canadian Dollar denominated transactions.

We did not have any non-cash transactions during the three month period ended August 31, 2014.

Net Cash Used in Investing Activities

During the three month period ended August 31, 2015, we paid $18,773 for the equipment which will be used in our clinical studies. We did not have any investing activities during the comparative period in Fiscal 2015.

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Net Cash Provided by Financing Activities

During the three months ended August 31, 2015, we borrowed a total of $152,000 from unrelated parties. The loans are unsecured, payable on demand and bear interest at 6% per annum, compounded monthly. During the same period we repaid $30,000 in non-interest bearing advances to a non-related party.

During the three months ended August 31, 2014, we borrowed $9,828 from an unrelated party, the advances did not bear interest and were payable on demand.

Going Concern

The notes to our unaudited interim consolidated financial statements at August 31, 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 wholly owned subsidiary, Avyonce. 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 $2,144,888 since inception and increased sales will be required to fund and support our operations. Our continuation as a going concern depends upon the continued financial support of our shareholders, our ability to obtain necessary debt or equity financing to continue operations, and the attainment of profitable operations. Our unaudited interim consolidated financial statements do not give effect to any adjustments that would be necessary should we be unable to continue as a going concern and therefore be required to realize our assets and discharge our liabilities in other than the normal course of business and at amounts different from those reflected in our financial statements.

Off-Balance Sheet Arrangements

None.

Critical Accounting Policies

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

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

None.

Item 3. Quantitative and Qualitative Disclosure about Market Risk

None

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 August 31, 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 August 31, 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.

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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, the MediSense Inc. and TheraSense Inc. These competitors’ products are based on traditional healthcare model and are well accepted by health practitioners and patients. If these companies decide to penetrate our target market they could threaten our position in the market.

We are subject to numerous governmental regulations which can increase our costs of developing our eBalanceTechnology 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.

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

We do not currently have any marketable products. Our eBalance Technology is currently in the research and development stage as are our planned products incorporating this technology. In order to develop commercially marketable products, we will be required to commit substantial efforts, funds, and other resources to research and development. A high rate of failure is inherent in the research and development of new products and technologies. We must make ongoing substantial expenditures without any assurance that our efforts will be commercially successful. Failure can occur at any point in the process, including after significant funds have been invested. Planned products may fail to reach the market or may only have limited commercial success because of efficacy or safety concerns, failure to achieve positive clinical outcomes, inability to obtain necessary regulatory approvals, limited scope of approved uses, excessive costs to manufacture, the failure to establish or maintain intellectual property rights, or infringement of the intellectual property rights of others.

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

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

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

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

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

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 to date have generated only minimal revenues through our wholly owned subsidiary, Avyonce. If we cannot increase our revenues to start generating profits, our investors may lose their entire investment.

We are a recently formed company and to date have generated only minimal revenues through sales of Spa equipment and MediSpa courses through our wholly owned subsidiary, Avyonce. 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. We have yet to prove our eBalance 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 eBalance Technology, of which there is no assurance. As a new business we face all the risks of a ‘start-up’ venture including unforeseen costs, expenses, problems, and management limitations and difficulties. Since inception, we have accumulated deficit of $2,144,888 and there is no guarantee, that we may ever be able to turn a profit or locate additional opportunities, hire additional management and other personnel.

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

We must obtain additional capital or our business will fail. In order to continue development of our eBalance Technology and to successfully complete 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 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.

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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.

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

On August 5, 2015, we issued to Mr. McEnulty, our CEO, President and a member of the board of directors, options to purchase up to 2,500,000 shares of our common stock (the “CEO Options”). The CEO Options are exercisable at $0.35 per share, subject to the following vesting schedule:

Number of Options to Vest		Vesting Date
	500,000	August 5, 2015
	500,000	October 1, 2015
	500,000	January 1, 2016
	500,000	April 1, 2016
	500,000	July 1, 2016
	2,500,000

The options were issued to Mr. McEnulty in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.

On September 23, 2015, we issued to Mr. Bulwa, our consultant, options to purchase up to 150,000 shares of our common stock at an exercise price of $0.20 per share expiring September 1, 2017. We issued these options pursuant to the provisions of Regulation S of the Securities Act of 1933 (the "Act"), relying on the representation we received from Mr. Bulwa that he was not a US person as defined in Regulation S of the Act.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

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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)
10.1		Letter Agreement dated August 29, 2014 among Sports Asylum, Inc., Jean Arnett, Brad Hargreaves and XC Velle Institute Inc. (4)
10.2		Consulting Agreement dated September 1, 2014 among Sports Asylum, Inc. and Jean Arnett.
10.3		Consulting Agreement dated September 1, 2014 among Sports Asylum, Inc. and Brad Hargreaves.
10.4		Technology Purchase Agreement dated October 16, 2014 among Cell MedX Corp., Jean Arnett, and Brad Hargreaves.(6)
10.5		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)
10.6		Convertible Loan Agreement and Note Payable dated November 12, 2014 among Cell MedX Corp., and City Group LLC. (12)
10.7		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)
10.8		Non-Qualified Stock Option Agreement dated November 25, 2014 among Cell MedX Corp. and Jean Arnett.(9)
10.9		Non-Qualified Stock Option Agreement dated November 25, 2014 among Cell MedX Corp. and Brad Hargreaves.(9)
10.10		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)
10.11		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)
10.12		Convertible Loan Agreement and Note Payable dated December 12, 2014 among Cell MedX Corp., and City Group LLC.(10)
10.13		Management Consulting Agreement dated January 13, 2015 among Cell MedX Corp., and Dr. John Sanderson, MD.(10)
10.14		Stock Option Agreement dated December 12, 2014 among Cell MedX Corp. and Dr. John Sanderson, MD. (10)
10.15		Loan Agreement and Note Payable dated April 20, 2015 among Cell MedX Corp., and City Group LLC. (13)
10.16		Loan Agreement and Note Payable dated June 17, 2015 among Cell MedX Corp., and City Group LLC. (13)
10.17		Loan Agreement and Note Payable dated June 29, 2015 among Cell MedX Corp., and Richard N. Jeffs. (13)
10.18		Loan Agreement and Note Payable dated July 7, 2015 among Cell MedX Corp., and City Group LLC. (13)
10.19		Loan Agreement and Note Payable dated July 9, 2015 among Cell MedX Corp., and Richard N. Jeffs. (13)
10.20		Loan Agreement and Note Payable dated July 15, 2015 among Cell MedX Corp., and Richard N. Jeffs. (13)
10.21		Stock Option Agreement dated August 5, 2015 among Cell MedX Corp. and Frank E. McEnulty.(11)
10.22		Loan Agreement and Note Payable dated August 12, 2015 among Cell MedX Corp., and Richard N. Jeffs. (13)
10.23		Loan Agreement and Note Payable dated September 3, 2015 among Cell MedX Corp., and Richard N. Jeffs.
10.24		Consulting Agreement dated September 1, 2015 among Cell MedX Corp., and Steven H. Bulwa.
10.25		Stock Option Agreement dated September 23, 2015 among Cell MedX Corp. and Steven H. Bulwa.
10.26		Loan Agreement and Note Payable dated September 24, 2015 among Cell MedX Corp., and City Group LLC.
10.27		Loan Agreement and Note Payable dated September 28, 2015 among Cell MedX Corp., and Richard N. Jeffs.
10.28		eBalance Prototype Development Agreement dated October 1, 2015 among Cell MedX Corp., and Claudio Tassi.

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14.1		Code of Ethics (3)

31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101		The following materials from this Quarterly Report on Form 10-Q for the three month period ended August 31, 2015, formatted in XBRL (extensible Business Reporting Language):
		(1) Consolidated Balance Sheets at August 31, 2015 (unaudited), and May 31, 2015.
		(2) Unaudited Condensed Interim Consolidated Statements of Operations for the Three Months ended August 31, 2015 and 2014.
		(3) Unaudited Condensed Interim Consolidated Statement of Stockholders’ Deficit for the Three Month Period Ended August 31, 2015.
		(4) Unaudited Condensed Interim Consolidated Statements of Cash Flows for the Three Months ended August 31, 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
(11)		Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on August 11, 2015
(12)		Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on April 14, 2015
(13)		Filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on September 3, 2015

Table of Contents

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:	October 15, 2015	By:	/s/ Frank E. McEnulty
			Frank E. McEnulty
			President, Chief Executive Officer and Director
			(Principal Executive Officer)

Date:	October 15, 2015	By:	/s/ Yanika Silina
			Yanika Silina
			Chief Financial Officer
			(Principal Accounting Officer)

Table of Contents

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 August 31, 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: October 15, 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 August 31, 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: October 15, 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 August 31, 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.

Dated: October 15, 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: October 15, 2015

/s/ Yanika Silina

Yanika Silina

Chief Financial Officer

(Principal Accounting Officer)

LOAN AGREEMENT

September 3, 2015

Richard N. Jeffs (the “Lender”) of Parcela 29, Perales Viejo Vallenar, III Region Chile, advanced USD$25,000 (the “Principal Sum”) to Cell MedX Corp. (the “Borrower”) of 74 N. Pecos Road, Suite D, Henderson, NV, 89074. The Lender advanced the funds on September 3, 2015.

The Borrower agrees to repay the Principal Sum on demand, together with interest calculated and compounded monthly at the rate of 6% per year (the “Interest”) from September 3, 2015. 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.

LENDER		BORROWER
Richard N. Jeffs		Cell MedX Corp.

Per:		Per:

/s/ Richard N. Jeffs		/s/ Yanika Silina
Richard N. Jeffs		Yanika Silina, CFO

PROMISSORY NOTE

Principal Amount: USD$25,000 September 3, 2015

For value received Cell MedX Corp., (the “Borrower”) promises to pay on demand to the order of Richard N. Jeffs (the “Lender”) the sum of $25,000 lawful money of United States (the “Principal Sum”) together with interest on the Principal Sum from September 3, 2015 (“Effective Date”) both before and after maturity, default and judgment at the Interest Rate as defined below.

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

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

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

	BORROWER
	Cell MedX Corp.

	Per:

	/s/ Yanika Silina
	Yanika Silina, CFO

CONSULTING AGREEMENT

THIS AGREEMENT dated effective as of the 1st day of September, 2015 ("Effective Date").

BETWEEN:

STEVEN H. BULWA , business person, having an address at 2837 Yonge St., Unit 204, Toronto, ON M4N 0A7

(hereinafter called the "Consultant”)

OF THE FIRST PART

AND:

CELL MEDX CORP. , a company incorporated under the laws of the State of Nevada, having an address located at 74 N. Pecos Road, Suite D, Henderson NV 89074

(hereinafter called the “Company”)

OF THE SECOND PART

WHEREAS, the Company wishes to engage the Consultant as an independent consultant to provide the services to the Company as, and subject to the terms and conditions, set forth in this Agreement, and Consultant wishes to provide such services, subject to the terms and conditions set forth herein.

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 of this Agreement and the Consultant hereby accepts such engagement.

1.2 The Consultant agrees 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 of Directors of the Company (the "Consulting Services"):

(2.a)

Respond to general inquiries;

(2.b)

Handle inbound calls and emails and redirect inquires to appropriate company officers as required;

(2.c)

Assist the Company with redevelopment and updates to existing PowerPoint presentation and other various presentation material;

(2.d)

Attend trade shows as required;

(2.e)

Assist the Company with a market awareness program; and

(2.f)

Perform such other duties and observe such instructions as may be reasonably assigned from time to time by or on behalf of the CEO and the VP of Corporate Strategy.

1.3 The Consultant shall devote a minimum of 40 hours per month in performing the Consulting Services to the Company.

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

1.5 The Consultant shall comply with all applicable federal, state and local laws, statutes and regulations and the lawful requirements and directions of any governmental or administrative authority having jurisdiction with respect to the Consulting Services, including, without limitation, the United States Securities Act of 1933 and the United States Securities Exchange Act of 1934, each as amended (the “Securities Act” and the “Exchange Act,” respectively) and any applicable state securities laws, and agrees to indemnify the Company against all claims, loss, damages and expenses incurred by the Consultant's violation of any laws, statutes or regulations.

1.6 The Consultant is not a registered broker or dealer under the Exchange Act or under any other applicable securities laws, and, will not during the term of this Agreement, engage in any activities that would require the Consultant to register as a broker or dealer under the Exchange Act or under any other applicable securities laws.

1.7 The Consultant will not make any representations concerning the Company without the prior authorization of the Board of Directors and the Consultant will not knowingly make any untrue statement of a material fact regarding the Company, nor knowingly omit to state a material fact required to be stated or necessary to make any statement by the Consultant not misleading.

1.8 The Consultant will not, without the prior authorization of the Board of Directors, distribute any materials or make any representations about the Company, its business or its prospects, other than the Company’s public filings with the United States Securities and Exchange Commission (the “SEC”), and any other information already in the public domain including but not limited to news releases, website material, and PowerPoint presentations.

2.	CONSULTING FEE, SHARES, WARRANTS AND REIMBURSEMENT OF EXPENSES

2.1 In consideration for the Consultant’s agreement to provide the Consulting Services, upon execution of this Agreement by each of the parties hereto, the Company shall issue to the Consultant non- transferrable share purchase options to acquire an aggregate of up to 150,000 shares of the Company’s common stock at an exercise price of $0.20 per share for a period expiring on September 1, 2017 (the “Options”), which Options shall be subject to the terms and conditions set forth in the form of option agreement attached as Exhibit “A” to this Agreement (the “Option Agreement”). Concurrent with the execution of this Agreement, each of the Consultant and the Company will execute and deliver to the other the Option Agreement, together with any applicable schedules thereto.

2.2 In addition to the Consulting Fee, 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.

3.	TERM OF SERVICES

3.1 The Consultant shall provide the Consulting Services to the Company for a term beginning on the date of this Agreement and continuing until December 31, 2015 (the “Termination Date”), unless this Agreement is terminated earlier or extended in accordance with the terms and conditions set forth in this Agreement (the “Term”)

3.2 The Company may terminate this Agreement prior to the Termination Date: (i) at any time on thirty (30) days’ prior written notice upon the occurrence of any of the following events (each an “Event of Default”):

(a)	the Consultant’s commission of an act of fraud, theft or embezzlement or other similar willful misconduct;

(b)	the neglect or breach by the Consultant of his material obligations or agreements under this Agreement; or

(c)	the Consultant’s refusal to follow the lawful directives of the Board of Directors of the Company.

provided, that written notice of the Event of Default has been delivered to the Consultant, and further provided that, in the case of Section 3.2(b) or 3.2(c), the Consultant has failed to remedy such Event of Default within thirty (30) days of the date such written notice was delivered to the Consultant. For greater clarity, the Consultant shall have no opportunity to cure an Event of Default listed in Section 3.2(a).

3.3 The Consultant may terminate this Agreement at any time prior to the Termination Date upon thirty (30) days’ prior written notice.

4.	PROPRIETARY INFORMATION AND DEVELOPMENTS

4.1 Confidential Information . The Consultant acknowledges and agrees that, during the course of providing the Consulting Services to the Company, he will have access to secret and confidential information relating to the Company (the “Confidential Information”) and that the following restrictive covenants are necessary to protect the interests and continued success of Company. Except in the course of the performance of the duties of the Consultant hereunder during the Term in good faith for the sole and exclusive benefit of the Company and in accordance with such confidentiality practices as may be established from time to time by the Company, and except where required by law, the Consultant shall not disclose any Confidential Information to any person or entity at any time during or after the expiration or earlier termination of this Agreement. As used in this Agreement, Confidential Information includes, without limitation, all information of a technical or commercial nature (such as information consisting of research and development, patents, trademarks and copyrights and applications thereto, formulas, codes, computer programs, software, methodologies, processes, innovations, software tools, know-how, knowledge, designs, drawings specifications, concepts, data, reports, techniques, documentation, pricing, marketing plans, customer and prospect lists, trade secrets, financial information, salaries, business affairs, suppliers, profits, markets, sales strategies, forecasts and personnel information), whether written or oral, relating to the Company or the business and affairs of the Company, its customers and/or other business associates identified in writing by the Company as being "Confidential Information." The term "Confidential Information" shall not include information that (i) has been made available to the public generally through no fault of or no breach of any duty or obligation owed by the Consultant; (ii) that the Company regularly gives to third parties without restriction on use or disclosure; (iii) that is shown by documentary evidence to have been independently developed by the Consultant after the date the Consultant ceases to act for the Company in any capacity, without access to or utilizing any relevant Confidential Information; or (iv) that has been received lawfully and in good faith after the date the Consultant ceases to act for the Company in any capacity from a third party who did not derive it from the Company. If the Consultant is required by law, including, without limitation, by subpoena or civil discovery request, to disclose any Confidential Information, the Consultant shall immediately notify the Company in writing of the particulars of such requested disclosure and shall reasonably cooperate with the Company in seeking a protective order prohibiting or limiting such disclosure to the extent permitted by law. In any event, the Consultant shall limit its disclosure of Confidential Information to that portion of such Confidential Information that it is legally required to disclose.

4.2 Non-Competition . The Consultant agrees that during the period beginning on the date of this Agreement and ending on the date that the Consultant ceases to act for the Company in any capacity whatsoever (the “Restricted Period”), the Consultant will not, directly or indirectly, whether or not for compensation, be engaged in or have any financial interest in any business, wherever located, competing with or which may compete with the Company in any business that the Company is engaged in, or that the Consultant knows or reasonably should know, that the Company intends to engage in in each case during the Restricted Period (the “Company Business”). For purposes of this Agreement, the Consultant will be deemed to be "engaged in or to have a financial interest in" a business if the Consultant is an owner, shareholder, employee, officer, director, partner, agent, consultant, service provider, representative, salesperson, advisor, investor, principal, joint venturer or member of or to any Person (defined below), which is engaged in such a business, or if the Consultant directly or indirectly receives remuneration from or performs services for such a Person, or if a member of such Consultant's Immediate Family (defined below) beneficially owns an equity interest, or interest convertible into equity, in any such entity; provided, however, that the foregoing will not prohibit the Consultant from owning, for the purpose of passive investment, less than 5% of any class of securities of a publicly held corporation actively traded on a national securities exchange, the U.S. over-the-counter securities markets or any foreign securities exchange or market. “Person” means any individual, corporation, trust, association, partnership, proprietorship, joint venture or other entity. “Immediate Family” means an individual’s spouse or children.

4.3 Non-Solicitation / Non-Interference . During the Restricted Period the 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:

(3.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”);

(3.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

(3.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.

4.4 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 reformed in 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.

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

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

9.4 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.

9.5 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.

9.6 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.

9.7 During the Term, the Company agrees to use commercially reasonable efforts to maintain the registration of its Common Stock under Section 12(b) or 12(g) of the Securities Exchange Act of 1934.

-- THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK --

9.8 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 23 day of September, 2015.

/s/ Steven Bulwa

__________________________

STEVEN BULWA

Cell MedX Corp.

by its authorized signatory:

/s/ Frank McEnulty

_______________________

FRANK McENULTY

Chief Executive Officer

Exhibit “A”

Form of Option Agreement

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND ARE PROPOSED TO BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE SECURITIES ACT. UPON ANY SALE, SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS.

THE OPTIONS GRANTED PURSUANT TO THIS AGREEMENT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF A PERSON IN THE UNITED STATES OR A U.S. PERSON UNLESS THE OPTIONS AND THE UNDERLYING SHARES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY APPLICABLE STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE SECURITIES ACT.

HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

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 STEVEN H. BULWA of 2837 Yonge Street, Suite 204, Toronto, ON M4N 0A7, Canada (hereinafter referred to as the “Optionee”), effective as of the ____ day of ____________________, 2015 (the “Grant Date”).

Options Granted. The Company hereby grants the Optionee non-qualified stock options (the “Options”) to purchase up to an aggregate of ONE HUNDRED AND FIFTY THOUSAND (150,000) shares of the Company’s common stock, par value $0.001 per share, exercisable at an initial exercise price of $0.20 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 compliance with the registration or prospectus requirements of the United States Securities Act of 1933, as amended and the rules and regulations promulgated thereunder (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.

Term and Termination of Options. The Options vest immediately on the Grant Date and expire on the earlier of September 1, 2017, or on the date that the Company provides the Optionee written notice of an Event of Default pursuant to the terms of that Consulting Agreement between the Company and the Optionee dated effective as of September 1, 2015 (the “Consulting Agreement”), provided that, the Event of Default listed in Section 3.2(b) or (c) of the Consulting Agreement remains uncured within the prescribed period (the “Expiration Date”).

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.

4. US Resale Restrictions.

(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 agrees not to engage in hedging transactions with regard to the Options or the Option Shares unless in compliance with the US Securities Act.

(d)

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 (THE “SECURITIES ACT”), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE SECURITIES ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

5. Canadian Resale Restrictions.

(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)	All certificates representing the Option Shares issued by the Company to the Optionee will be endorsed with a restrictive legend substantially similar to the following as set out in Section 13(1) of MI 51-105:

“THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN OR FROM A JURISDICTION IN CANADA UNLESS THE CONDITIONS IN SECTION 13 OF MULTILATERAL INSTRUMENT 51-105 ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKETS ARE MET.”

(c)	If the Optionee is a resident of the Province of Ontario, the Optionee acknowledges and agrees that, in addition to MI 51-105, any trade by the Optionee of the Option Shares will also be subject to additional restrictions on resale until:

(i)	all applicable resale restrictions have been satisfied and the applicable hold period has expired in accordance with Canadian National Instrument 45-102 – Resale of Securities (“NI 45-102”);

(ii)	a further exemption under Canadian National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) or the applicable securities legislation is available to the Optionee in respect of a trade of the Option Shares;

(iii)

an appropriate discretionary order under applicable securities legislation is obtained; or

(iv)	the Optionee, if a control person, has satisfied all conditions relating to sales by control persons set out in NI 45-102 or the applicable securities legislation.

(d)

If the Optionee is a resident of the Province of Ontario, the Optionee understands and acknowledges that upon the issuance of the Option Shares all the certificates representing the Option Shares, if issued prior to the date that is four months plus one day following the date hereof, the Option Shares, as well as all certificates issued in exchange for or in substitution of the foregoing securities, shall bear the following legends:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [insert the date that is four months and a day after the distribution date].”

6. 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 not a “U.S. person” (as that term is defined in Rule 902 of Regulation S), is not acquiring any of the Company’s securities being offered in this Agreement for the account or benefit of such a U.S. person, and the Optionee was not in the United States either at the time the offer to purchase the Company’s securities was received or at the time of the Optionee’s decision to purchase the Company’s securities being offered under this Agreement.

(b)	The Optionee is an “accredited investor” as defined in Canadian National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) and the Optionee has completed, signed and delivered to the Company:

(i)	the Canadian Accredited Investor Confirmation attached to this Agreement as Schedule “B”; and

(ii)	if the Optionee is an accredited investor under paragraphs (j), (k) and (l) of the Canadian Accredited Investor Confirmation, the Risk Acknowledgement Form attached to this Agreement as Schedule “C”; and

(iii)

the Canadian Investor Qualification Form attached to this Agreement as Schedule “D”.

(c)

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, 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.

(d)

The Optionee has had full opportunity to review the Company’s periodic filings with the SEC pursuant to the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “US Exchange Act”), including, but not limited to, the Company’s annual reports, quarterly reports, current reports and additional information regarding the business and financial condition of the Company. The Optionee has had full opportunity to ask questions and receive answers from the Company regarding this information, and to review and discuss this information with the Optionee’s legal and financial advisors. The Optionee believes he/she/it has received all the information he/she/it considers necessary or appropriate for deciding whether to acquire the Options and that the Optionee has had full opportunity to discuss this information with the Optionee’s legal and financial advisors prior to executing this Option Agreement.

(e)

The Optionee acknowledges that the offering of the Option Shares by the Company has not been reviewed by the United States Securities and Exchange Commission (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.

(f)

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.

(g)	The Optionee has attained the age of majority and has the legal capacity and competence to execute this Agreement, and to take all actions required pursuant hereto.

(h)	The Optionee acknowledges that because his or her acquisition of the Options and the Option Shares is being made pursuant to exemptions from the registration and prospectus requirement of applicable Canadian securities laws:

(a)	the Optionee is restricted from using certain civil remedies available under the applicable Canadian securities laws;

(b)	the Optionee will not receive a prospectus that might otherwise be required to be provided to the Subscriber under the applicable Canadian securities legislation if the exemptions were not being used;

(c)	the offering of the securities need not be carried out through an investment advisor;

(d)	the Company is relieved from certain obligations that would otherwise apply under the applicable Canadian securities legislation if the exemptions were not being used; and

(e)	the issuance and sale of the Options and the Option Shares to the Optionee is subject to the sale being exempt from the registration and prospectus requirements of NI 45-106 and the applicable securities legislation.

7. 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.

8. 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.

9. 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, the Options 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.

10. 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.

11. 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.

12. 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.

(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


NAME OF OPTIONEE


ADDRESS

150,000
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 _______________, 2015 (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. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in 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 Subscriber is not a “U.S. person” (as that term is defined in Rule 902 of Regulation S), is not acquiring any of the Company’s securities being offered in this Agreement for the account or benefit of such a U.S. person.

(b)	The Subscriber was not in the United States either at the time the offer to purchase the Company’s securities was received or at the time of the Optionee’s decision to purchase the Option Shares as set forth above.

(c)	The Subscriber has not offered or sold the Option Shares within the meaning of the United States Securities Act of 1933, as amended and the rules and regulations promulgated thereunder (the “US Securities Act”);

(d)	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;

(e)	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;

(f)	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;

(g)	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;

(h)	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;

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

(j)	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:

“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.”

(k)

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.

(l)	All certificates representing the Option Shares issued by the Company to the Optionee will be endorsed with a restrictive legend substantially similar to the following as set out in Section 13(1) of MI 51-105:

THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN OR FROM A JURISDICTION IN CANADA UNLESS THE CONDITIONS IN SECTION 13 OF MULTILATERAL INSTRUMENT 51-105 ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKETS ARE MET.

-- THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK –

(m)

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [insert the date that is four months and a day after the distribution date].”

DATED this day of , .

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

HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

NON-QUALIFIED STOCK OPTION AGREEMENT

CELL MEDX CORP.

A Nevada Corporation

4. US Resale Restrictions.

(a)

(b)

(c)	The Optionee agrees not to engage in hedging transactions with regard to the Options or the Option Shares unless in compliance with the US Securities Act.

(d)

5. Canadian Resale Restrictions.

(a)

(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;

(a.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;

(a.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;

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

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

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

(a.vii) No extraordinary commission or other consideration is paid to a person for the trade;

(a.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

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

(b)	All certificates representing the Option Shares issued by the Company to the Optionee will be endorsed with a restrictive legend substantially similar to the following as set out in Section 13(1) of MI 51-105:

(c)	If the Optionee is a resident of the Province of Ontario, the Optionee acknowledges and agrees that, in addition to MI 51-105, any trade by the Optionee of the Option Shares will also be subject to additional restrictions on resale until:

(c.i) all applicable resale restrictions have been satisfied and the applicable hold period has expired in accordance with Canadian National Instrument 45-102 – Resale of Securities (“NI 45-102”);

(c.ii) a further exemption under Canadian National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) or the applicable securities legislation is available to the Optionee in respect of a trade of the Option Shares;

(c.iii) an appropriate discretionary order under applicable securities legislation is obtained; or

(c.iv) the Optionee, if a control person, has satisfied all conditions relating to sales by control persons set out in NI 45-102 or the applicable securities legislation.

(d)

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [insert the date that is four months and a day after the distribution date].”

(a)

(b)	The Optionee is an “accredited investor” as defined in Canadian National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) and the Optionee has completed, signed and delivered to the Company:

(i)	the Canadian Accredited Investor Confirmation attached to this Agreement as Schedule “B”; and

(ii)	if the Optionee is an accredited investor under paragraphs (j), (k) and (l) of the Canadian Accredited Investor Confirmation, the Risk Acknowledgement Form attached to this Agreement as Schedule “C”; and

(iii)

the Canadian Investor Qualification Form attached to this Agreement as Schedule “D”.

(c)

(d)

(e)

(f)

(g)	The Optionee has attained the age of majority and has the legal capacity and competence to execute this Agreement, and to take all actions required pursuant hereto.

(h)	The Optionee acknowledges that because his or her acquisition of the Options and the Option Shares is being made pursuant to exemptions from the registration and prospectus requirement of applicable Canadian securities laws:

1.	the Optionee is restricted from using certain civil remedies available under the applicable Canadian securities laws;

2.	the Optionee will not receive a prospectus that might otherwise be required to be provided to the Subscriber under the applicable Canadian securities legislation if the exemptions were not being used;

3.	the offering of the securities need not be carried out through an investment advisor;

4.	the Company is relieved from certain obligations that would otherwise apply under the applicable Canadian securities legislation if the exemptions were not being used; and

5.	the issuance and sale of the Options and the Option Shares to the Optionee is subject to the sale being exempt from the registration and prospectus requirements of NI 45-106 and the applicable securities legislation.

12. 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.

(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:


Frank McEnulty
Name
President
Title

OPTIONEE:


/s/ Steven H. Bulwa
SIGNATURE OF OPTIONEE

Steven Bulwa
NAME OF OPTIONEE

2837 Yonge St. #204 Toronto, ON M4N 0A7
ADDRESS

150,000
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 Subscriber is not a “U.S. person” (as that term is defined in Rule 902 of Regulation S), is not acquiring any of the Company’s securities being offered in this Agreement for the account or benefit of such a U.S. person.

(b)	The Subscriber was not in the United States either at the time the offer to purchase the Company’s securities was received or at the time of the Optionee’s decision to purchase the Option Shares as set forth above.

(c)	The Subscriber has not offered or sold the Option Shares within the meaning of the United States Securities Act of 1933, as amended and the rules and regulations promulgated thereunder (the “US Securities Act”);

(d)	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;

(e)	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;

(f)	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;

(g)	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;

(h)	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;

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

(j)	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:

(k)

(l)	All certificates representing the Option Shares issued by the Company to the Optionee will be endorsed with a restrictive legend substantially similar to the following as set out in Section 13(1) of MI 51-105:

-- THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK –

(m)

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [insert the date that is four months and a day after the distribution date].”

DATED this day of , .

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

LOAN AGREEMENT

September 24, 2015

City Group LLC (the “Lender”) of 1201 Orange Street, Suite 600, Wilmington, DE 19801, advanced total of USD$20,000 (the “Principal Sum”) to Cell MedX Corp. (the “Borrower”) of 74 N. Pecos Road, Suite D, Henderson, NV, 89074. The Lender advanced the funds on September 24, 2015.

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 September 24, 2015. 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.

LENDER		BORROWER
City Group LLC		Cell MedX Corp.

Per:		Per:

/s/ Tom Sharp		/s/ Yanika Silina
Tom Sharp, Director		Yanika Silina, CFO

PROMISSORY NOTE

Principal Amount: USD$20,000 September 24, 2015

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 $20,000 lawful money of United States of America (the “Principal Sum”) together with interest on the Principal Sum from September 24, 2015 (“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 Borrower waives presentment, protest, notice of protest and notice of dishonour of this promissory note.

	BORROWER
	Cell MedX Corp.

	Per:

	/s/ Yanika Silina
	Yanika Silina, CFO

LOAN AGREEMENT

September 28, 2015

The Borrower agrees to repay the Principal Sum on demand, together with interest calculated and compounded monthly at the rate of 6% per year (the “Interest”) from September 28, 2015. 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.

LENDER		BORROWER
Richard N. Jeffs		Cell MedX Corp.

Per:		Per:

/s/ Richard N. Jeffs		/s/ Yanika Silina
Richard N. Jeffs		Yanika Silina, CFO

PROMISSORY NOTE

Principal Amount: USD$25,000 September 28, 2015

For value received Cell MedX Corp., (the “Borrower”) promises to pay on demand to the order of Richard N. Jeffs (the “Lender”) the sum of $25,000 lawful money of United States (the “Principal Sum”) together with interest on the Principal Sum from September 28, 2015 (“Effective Date”) both before and after maturity, default and judgment at the Interest Rate as defined below.

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

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

	BORROWER
	Cell MedX Corp.

	Per:

	/s/ Yanika Silina
	Yanika Silina, CFO

eBALANCE PROTOTYPE DEVELOPMENT AGREEMENT

THIS AGREEMENT dated effective as of the 1st day of October, 2015 ("Effective Date").

BETWEEN:

CLAUDIO TASSI , business person, having an address at C/ Santiago, 15 – 3 o , 47001 Valladolid, Spain

(hereinafter referred to as “Mr. Tassi”)

OF THE FIRST PART

AND:	CELL MEDX CORP. , a company incorporated under the laws of the State of Nevada, having an address located at 74 N. Pecos Road, Suite D, Henderson NV 89074

(hereinafter called the “Company”)

OF THE SECOND PART

WHEREAS, the Company wishes to engage Mr. Tassi as an independent consultant to coordinate the development and production process of the first eBalance device prototype (the “eBalance Prototype”) subject to the terms and conditions, set forth in this eBalance Prototype Development Agreement (the “Development Agreement”), and Mr. Tassi wishes to provide such services, subject to the terms and conditions set forth herein.

THIS AGREEMENT WITNESSES THAT in consideration of the premises and mutual covenants contained in this Development 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.	DEVELOPMENT SERVICES

1.1 The Company hereby engages Mr. Tassi to coordinate the development of the eBalance Prototype in accordance with the terms and conditions of this Development Agreement, and Mr. Tassi hereby accepts such engagement.

1.2 The Company acknowledges and agrees that Mr. Tassi will be working on the development of the first eBalance Prototype together and as part of BioforMed Aesthetic SL, (“Bio4Med”), a limited liability private corporation incorporated in Spain, of which Mr. Tassi is a shareholder and Director.

1.3 The Company further acknowledges that the first eBalance Prototype will be based on the “Bioquantica” proprietary device developed by Mr. Tassi, which will be modified and further customized in accordance with the proprietary information provided to Mr. Tassi by the Company.

Mr. Tassi understands and acknowledges that the eBalance Prototype will be developed solely for the benefit of the Company, with the Company owning rights to all modifications done to the original Bioquantica software in order to create the working eBalance Prototype. In addition, if necessary, Mr. Tassi will assign to the Company the exclusive licensing rights to any unmodified part of the Bioquantica software, which will be necessary for the proper operation of the eBalance Prototype to treat pain, wound healing, blood pressure and other complications directly related to diabetes. The software not related to treatment of complications associated with diabetes, such as any aesthetic use of the software, will remain the sole property of Mr. Tassi, or Bio4Med, as the case maybe.

1.4 Approval of the eBalance Prototype will be based on the efficacy testing of the eBalance Prototype on patient zero during the course of 15 – 30 days following delivery of the eBalance Prototype to the Company’s Vancouver location.

2.	DEVELOPMENT FEE AND ADDITIONAL REMUNERATION

2.1 The cost to develop the eBalance Prototype will be €12,000, for which the Company received a proforma invoice #032-28082015ita issued through Bio4Med, which Proforma invoice is included as an Exhibit “A” to this Development Agreement. The €12,000 represents the full cost of manufacturing and programming the eBalance Prototype of which €4,800 was paid by the Company on September 10, 2015;

2.2 In addition to the above fee invoiced by Bio4Med, and as consideration for Mr. Tassi’s contribution to the successful development of the eBalance Prototype, at the time of the Approval of the eBalance Prototype (as set out in the Item 1.5 of this Development Agreement) the Company will grant Mr. Tassi 100,000 common shares of the Company’s common stock, par value $0.01 per share, (the “Common Stock”), as fully paid and non-assessable shares.

2.3 In addition to the cash payment and issuance of the Common Stock to Mr. Tassi, the Company agrees to reimburse Mr. Tassi or Bio4Med for all normal and reasonable travel and other specific expenses incurred during the term of the Development Agreement, provided however, that any expenses shall require prior approval by the Company’s Board of Directors.

3.	TERMS OF DEVELOPMENT SERVICES

3.1 The Company expects the eBalance Prototype to be delivered to the Company’s Vancouver location on or before October 30, 2015, subject to the Company providing Mr. Tassi with the necessary proprietary information and layout design in a timely fashion.

4.	MISCELLANEOUS

4.1 Mr. Tassi agrees to work with the Company to secure a working relationship with all vendors involved in the development of the eBalance Prototype.

4.2 In addition, upon successful development of the eBalance Prototype, Mr. Tassi agrees to assist the Company in securing an initial certification of the eBalance Prototype with European Conformity (CE Marking), Canadian Standards Association (CSA) and Underwriters Laboratories (UL); as well to provide the Company with detailed description of the technology and processes involved in eBalance Prototype, which will be sufficient to use in the application for provisional and definitive patents. These services will be provided under a separate Consulting Agreement, which the Company and Mr. Tassi agree to negotiate in a good faith upon termination of the Development Contract.

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

CELL MEDX CORP.
a Nevada corporation by its authorized signatory:		/s/ Claudio Tassi
		Claudio Tassi

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

EXHIBIT “A”