Cell MedX Corp. (Form: 10-Q, Received: 01/14/2016 17:20:41)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended November 30, 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 January 14, 2016 was 31,000,000.

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	9

Item 4.	Controls and Procedures	9

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	10

Item 1A.	Risk Factors	10

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13

Item 3.	Defaults Upon Senior Securities	13

Item 4.	Mine Safety Disclosures	13

Item 5.	Other Information	13

Item 6.	Exhibits	14

	SIGNATURES	16

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

The accompanying unaudited consolidated interim financial statements of Cell MedX Corp. as at November 30, 2015, have been prepared by the Company’s management in conformity with accounting principles generally accepted in the United States of America and in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' deficit in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.

Operating results for the three and six month periods ended November 30, 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.

Table of Contents

CELL MEDX CORP.

CONSOLIDATED BALANCE SHEETS

	November 30, 2015			May 31, 2015
ASSETS	(Unaudited)

Current assets
Cash	$	1,543		$	1,258
Inventory		752			707
Prepaids		10,349			18,753
Total current assets		12,644			20,718

Equipment		35,213			25,846
Total assets	$	47,857		$	46,564


LIABILITIES AND STOCKHOLDERS' DEFICIT
Accounts payable	$	301,535		$	220,010
Accrued liabilities		8,682			30,339
Unearned revenue		6,608			-
Due to related parties		318,351			206,482
Notes and advances payable		479,759			273,799
Total liabilities		1,114,935			730,630

STOCKHOLDERS' DEFICIT
Common stock, $0.001 par value, 300,000,000 shares authorized;
31,000,000 shares issued and outstanding at November 30, 2015 and at May 31, 2015		31,000			31,000
Additional paid-in capital		1,448,204			324,629
Obligation to issue shares		75,000			75,000
Accumulated deficit		(2,624,502	)		(1,115,460	)
Accumulated other comprehensive income		3,220			765
Total stockholders' deficit		(1,067,078	)		(684,066	)
Total liabilities and stockholders’ deficit	$	47,857		$	46,564


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

F-1

CELL MEDX CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended						Six Months Ended
	November 30,						November 30,
	2015			2014			2015			2014

Revenue
Sales	$	3,767		$	-		$	5,649		$	-
Cost of goods sold		2,897			-			4,102			-
Gross margin		870			-			1,547			-

Operating expenses
Amortization		2,587			143			6,500			143
Consulting fees		103,252			80,942			189,710			89,942
Financing fees		-			52,500			-			52,500
General and administrative expenses		59,179			139,080			131,768			178,002
Research and development costs		25,185			-			578,724			-
Share-based compensation		290,281			-			606,866			-
Total operating expenses		480,484			272,665			1,513,568			320,587

Other items
Gain on sale of equipment		-			-			2,979			-
Net loss		(479,614	)		(272,665	)		(1,509,042	)		(320,587	)

Unrealized foreign exchange translation gain		469			10			2,455			10
Comprehensive loss	$	(479,145	)	$	(272,655	)	$	(1,506,587	)	$	(320,577	)
Net loss per common share
Basic and diluted	$	(0.02	)	$	(0.01	)	$	(0.05	)	$	(0.01	)

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


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

F-2

CELL MEDX CORP.

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	)

Financing costs - beneficial conversion feature		-		-		-		52,500		-			-		52,500
Net loss for the six months ended November 30, 2014		-		-		-		-		(320,587	)		-		(320,587	)
Unrealized foreign exchange translation gain		-		-		-		-		-			10		10

Balance - November 30, 2014		31,000,000		31,000		-		84,400		(403,882	)		10		(288,472	)

Financing costs - beneficial conversion feature		-		-		-		36,400		-			-		36,400
Proceeds from share subscription		-		-		75,000		-		-			-		75,000
Share-based compensation		-		-		-		203,829		-			-		203,829
Net loss for the six months ended May 31, 2015		-		-		-		-		(711,578	)		-		(711,578	)
Unrealized foreign exchange translation gain		-		-		-		-		-			755		755
Balance - May 31, 2015		31,000,000		31,000		75,000		324,629		(1,115,460	)		765		(684,066	)

Options issued for technology included in research and development costs		-		-		-		496,345		-			-		496,345
Options issued for consulting fees		-		-		-		20,364		-			-		20,364
Share-based compensation		-		-		-		606,866		-			-		606,866
Net loss for the six months ended November 30, 2015		-		-		-		-		(1,509,042	)		-		(1,509,042	)
Unrealized foreign exchange translation gain		-		-		-		-		-			2,455		2,455

Balance - November 30, 2015		31,000,000	$	31,000	$	75,000	$	1,448,204	$	(2,624,502	)	$	3,220	$	(1,067,078	)

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

F-3

CELL MEDX CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six Months Ended
	November 30,
	2015			2014

Cash flows used in operating activities:
Net loss	$	(1,509,042	)	$	(320,587	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization		6,500			143
Consulting fees - non-cash		20,364			-
Financing costs		-			52,500
Foreign exchange gain		(8,190	)		(1,905	)
Gain on sale of equipment		(2,979	)		-
Research and development costs - non-cash		496,345			-
Share-based compensation		606,866			-
Changes in operating assets and liabilities:
Inventory		(94	)		-
Other current assets		8,349			(38	)
Accounts payable		81,663			158,096
Accrued liabilities		(21,024	)		19,435
Unearned revenue		6,592			-
Due to related parties		140,525			6,525
Accrued interest on notes payable		11,085			370
Net cash flows used in operating activities		(163,040	)		(85,461	)

Cash flows used in investing activities:
Acquistion of equipment		(32,838	)		-
Acquistion of technology		-			(104,655	)
Net cash used in investing activities		(32,838	)		(104,655	)

Cash flows from financing activities
Advances payable		(45,800	)		64,244
Proceeds from notes payable		242,000			125,000
Net cash provided by financing activities		196,200			189,244

Effects of foreign currency exchange on cash		(37	)		10
Increase (decrease) in cash		285			(862	)
Cash, beginning of period		1,258			1,201
Cash, end of period	$	1,543		$	339

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

F-4

CELL MEDX CORP.

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

NOVEMBER 30, 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 and six month periods ended November 30, 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 November 30, 2015 and May 31, 2015:

	November 30, 2015		May 31, 2015
Due to the Chief Executive Officer (“CEO”) and President	$	44,654	$	23,054
Due to the Vice President (“VP”), Corporate Strategy		100,482		60,228
Due to the VP, Technology and Operations		60,484		44,362
Due to the Chief Medical Officer		81,059		51,059
Due to a company owned by VP, Corporate Strategy and VP Technology and Operations		1,716		1,835
Due to the Chief Financial Officer (“CFO”)		7,012		3,000
Due to the former major shareholder		22,944		22,944
Due to related parties	$	318,351	$	206,482

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

F-5

CELL MEDX CORP.

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

NOVEMBER 30, 2015

(UNAUDITED)

During the six months ended November 30, 2015 and 2014, the Company had the following transactions with related parties:

	November 30, 2015			November 30, 2014
Management fees incurred to the CEO and President	$	21,600		$	-
Share-based compensation incurred to the CEO and President (Note 6)		446,942			-
Management fees incurred to the CFO		6,000			-
Consulting fees incurred to the VP, Corporate Strategy		55,669			34,690
Consulting fees incurred to the VP, Technology and Operations		43,768			27,752
Cash consideration paid for Technology to the VP, Technology and Operations and VP, Corporate Strategy		-			100,000
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		50,000			-
Share-based compensation incurred to the Chief Medical Officer (Note 6)		159,924			-
Research and development costs incurred to a company controlled by the Chief Medical Officer		25,700			-
Total transactions with related parties	$	1,286,647		$	162,442

NOTE 3 – EQUIPMENT

On October 1, 2015, the Company entered into an eBalance Prototype Development Agreement (the “Development Agreement”) with an unrelated party (the “Developer”) for development of its first eBalance Professional Series Device (the “Prototype”). Based on the Development Agreement, upon delivery of the Prototype the Company paid the Developer $12,848 (EURO €12,000).

In addition to the cash payment, the Company agreed to issue the Vendor 100,000 shares of the Company’s common stock upon successful testing of the Prototype. The tests were completed subsequent to November 30, 2015.

Amortization schedule for the equipment at November 30, 2015 and May 31, 2015:

	November 30, 2015			May 31, 2015
Book value, beginning of the period	$	25,846		$	27,801
Changes during the period		15,867			-
Amortization		(6,500	)		(1,955	)
Book value, end of the period	$	35,213		$	25,846

NOTE 4 – INVENTORY

As at November 30, 2015, the inventory consisted of supplies held for resale, and was valued at $752 (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 six month period ended November 30, 2015, the Company entered into a number of loan agreements with unrelated parties for a total of $242,000. These loans bear interest at 6% per annum, are unsecured and are payable on demand.

During the six month period ended November 30, 2015, the Company repaid $45,800, net of additions, in non-interest bearing advances. These advances were unsecured and payable on demand.

F-6

CELL MEDX CORP.

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

NOVEMBER 30, 2015

(UNAUDITED)

The tables below summarize the short-term loans and advances outstanding as at November 30, 2015 and May 31, 2015:

As at November 30, 2015
Principal outstanding		Interest rate per annum			Additional description	Accrued interest		Total
$	195,000		6	%	Convertible	$	12,274	$	207,274
	252,000		6	%	Non-convertible		5,025		257,025
	15,460		0	%	Advances		-		15,460
$	462,460					$	17,299	$	479,759

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

NOTE 6 – SHARE CAPITAL

During the six months ended November 30, 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.

F-7

CELL MEDX CORP.

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

NOVEMBER 30, 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 November 30, 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 Chief Medical Officer. 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 November 30, 2015, options to acquire up to 600,000 shares of the Company’s common stock have vested, and the Company recognized $159,924 as share-based compensation expense for the six months ended November 30, 2015. Further $227,750 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.

F-8

CELL MEDX CORP.

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

NOVEMBER 30, 2015

(UNAUDITED)

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 $446,942 was recognized as share-based compensation expense for the six months ended November 30, 2015 and $170,029 will be recognized in the future periods.

On September 23, 2015, the Company issued 150,000 non-transferrable options to a consultant. The options vested immediately and expire on September 1, 2017.

The total fair value of the options was calculated to be $20,365 and was recorded as share-based compensation for consulting fees during the six month period ended November 30, 2015. The fair value of the options granted was determined using the Black-Scholes option pricing model at the grant date using the following assumptions:


	At September 23, 2015
Expected Life of Options	1.94 years
Risk-Free Interest Rate		0.7%
Expected Dividend Yield	Nil
Expected Stock Price Volatility		214%

The changes in the number of stock options outstanding during the six months ended November 30, 2015 and the year ended May 31, 2015 are as follows:

	Six months ended November 30, 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		2,650,000	$	0.34		22,400,000	$	0.12
Options outstanding, ending		25,050,000	$	0.14		22,400,000	$	0.12
Options exercisable, ending		4,250,000	$	0.21		200,000	$	0.67

Details of options outstanding and exercisable as at November 30, 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		600,000
$	0.35	August 5, 2015		2,500,000		1,000,000
$	0.20	September 23, 2015		150,000		150,000
				25,050,000		4,250,000

At November 30, 2015, the weighted average remaining contractual life of the stock options outstanding was 4.40 years.

NOTE 7 – SUBSEQUENT EVENTS

Subsequent to November 30, 2015, the Company received $150,000 under a loan agreement with a non-related party. The loan bears interest at 6% per annum, is unsecured and payable on demand. The Company repaid approximately $14,600 in non-interest bearing advances, net of additions.

F-9

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

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited 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 current 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.

Recent Corporate Developments

The following corporate developments occurred during the quarter ended November 30, 2015, and up to the date of the filing of this report:

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.

Technology Development and License Agreements

On October 1, 2015, we entered into a development agreement with Mr. Claudio Tassi (the “Development Agreement”) for the development of the first eBalance Professional Series Device (the “Prototype”). Based on the Development Agreement we agreed to pay BioforMed Aestetic SL (“Bio4Med”), a company Mr. Tassi is a director of, $12,848 (EURO €12,000) and, upon successful completion of the development of the first eBalance Prototype, issue to Mr. Tassi, 100,000 shares of our common stock. We received the first Prototype in November 2015.

On December 4, 2015, we executed a non-binding letter of intent (“LOI”) with Mr. Tassi and Bio4Med. The LOI contemplates that (i) we will enter into a technology development and license agreements with Mr. Tassi and Bio4Med to continue development of therapeutic devices based on the eBalance technology; (ii) upon approval of the first Prototype, we will place an order for the production of 25 devises; and (iii) Mr. Tassi will provide his services for an initial term of four months commencing on December 4, 2015.

As consideration for the services, we agreed to pay Mr. Tassi a monthly consulting fee totalling $5,000 per month upon signing of the LOI; and upon execution of the definitive agreements to issue Mr. Tassi 3,000,000 shares of our common stock, and grant a royalty on the sale of devices of approximately $200 per device.

On December 15, 2015, we placed an order for the additional 25 devices, which we expect to be delivered to us in February 2016. We are planning to distribute these devices to clinical practitioners to continue our ongoing research efforts.

Table of Contents

Loan Agreements

During the quarter ended November 30, 2015 and up to the date of the filing of this report we entered into a number of loan agreements with unrelated parties for the total of $240,000. The loans bear interest at 6% per annum, compounded monthly, are unsecured and payable on demand. During the same period we repaid approximately $30,400 in non-interest bearing advances, net of additions. These advances were unsecured and payable on demand.

Results of Operations for the Three and Six Months ended November 30, 2015 and 2014

Our operating results for the three and six month periods ended November 30, 2015 and 2014 and the changes in the operating results between those periods are summarized in the table below.

	Three Months Ended November 30,						Percentage			Six Months Ended November 30,						Percentage
	2015			2014			Change			2015			2014			Change

Sales	$	3,767		$	-			n/a		$	5,649		$	-			n/a
Cost of goods sold		2,897			-			n/a			4,102			-			n/a
Gross margin		870			-			n/a			1,547			-			n/a
Operating expenses
Amortization		2,587			143			1709.1	%		6,500			143			4445.5	%
Consulting fees		103,252			80,942			27.6	%		189,710			89,942			110.9	%
Financing fees		-			52,500			(100.0	)%		-			52,500			(100.0	)%
General and administrative expenses		59,179			139,080			(57.4	)%		131,768			178,002			(26.0	)%
Research and development costs		25,185			-			n/a			578,724			-			n/a
Share-based compensation		290,281			-			n/a			606,866			-			n/a
Total operating expenses		480,484			272,665			76.2	%		1,513,568			320,587			372.1	%
Gain on sale of equipment		-			-			n/a			2,979			-			n/a
Net loss	$	(479,614	)	$	(272,665	)		75.9	%	$	(1,509,042	)	$	(320,587	)		370.7	%

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Revenues

Our revenue during the three and six month periods ended November 30, 2015, was associated with operations of Avyonce. The revenue consisted of sales of spa equipment and services, 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 and six month periods ended November 30, 2014. Due to the current concentration on research and development of our eBalance Technology and devices based on this technology, we do not expect to have significant operating revenue in the foreseeable future.

Operating Expenses

During the three month period ended November 30, 2015, our operating expenses increased by $207,819 from $272,665 we incurred during the three months ended November 30, 2014, to $480,484 we incurred during the three months ended November 30, 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.

During the six month period ended November 30, 2015, our operating expenses increased by $1,192,981 from $320,587 we incurred during the six months ended November 30, 2014, to $1,513,568 we incurred during the six months ended November 30, 2015. The most significant year-to-date changes were as follows:

●	During the six month period ended November 30, 2015, we incurred $189,710 in consulting fees, as compared to $89,942 we incurred during the six month period ended November 30, 2014. Of this amount, $99,437 (2014 - $62,442) 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 $27,600 in management fees. We did not incur any management fees during the six months ended November 30, 2014.
●	In order to continue providing information about our Company and the eBalance Technology to the general public, during the six month period ended November 30, 2015, we incurred $25,000 in corporate communications and $4,545 in marketing fees; these costs decreased significantly compared to $69,698 we incurred for corporate communications fees during the six month period ended November 30, 2014, which included programming and design of our new corporate web site, the production of PowerPoint and video presentations associated with our new business direction.
●	Our legal fees for the six month period ended November 30, 2015, were $10,684, as compared to $42,111 we incurred during the same period in Fiscal 2015. Higher legal fees during the period ended November 30, 2014 were associated with the acquisition of the eBalance Technology.
●	Our research and development fees for the six month period ended November 30, 2015, amounted to $578,724, 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 Ms. Arnett and Mr. Hargreaves (the vendors of the eBalance Technology), pursuant to our Technology Purchase Agreement, as amended. In addition, we incurred $50,000 pursuant to our Management Consulting Agreement with Dr. Sanderson, and $25,700 with Newport Aesthetics Research, for conducting our clinical study.
●	During the six month period ended November 30, 2015, we recorded $606,866 in share-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 six months ended November 30, 2014, we recorded $29,646 in due diligence costs related to acquisition of the eBalance Technology; we did not have similar expenses during the six month period ended November 30, 2015.
●	Due to increased business activity during the six month period ended November 30, 2015, our filing and regulatory fees increased by $2,772 to $13,588 as compared to the same period in Fiscal 2015.
●	During the six months ended November 30, 2015, we recorded $16,693 in rent, $7,480 in wages paid to our employee and $6,418 in office expenses. These expenses were associated with operations of our wholly owned subsidiary, Avyonce, which we incorporated in November 2014. Aside from $251 we incurred in office expenses, we did not have similar expenses during the comparative period in Fiscal 2015.
●	During the six months ended November 30, 2015, we accrued $11,085 in interest associated with the outstanding notes payable we issued to non-related parties.

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Liquidity and Capital Resources

Working Capital

	As at			As at
	November 30, 2015			May 31, 2015			Percentage Change
Current assets	$	12,644		$	20,718			(39.0	%)
Current liabilities		1,114,935			730,630			52.6	%
Working capital deficit	$	( 1,102,291	)	$	(709,912	)		55.3	%

As of November 30, 2015, we had a cash balance of $1,543, a working capital deficit of $1,102,291 and cash flows used in operations of $163,040 for the six month period then ended. During the six months ended November 30, 2015, we funded our operations with $242,000 we received from non-related parties. See “Net Cash Provided By Financing Activities.”

We did not generated sufficient cash flows from our operating activities to satisfy our cash requirements for the six month period ended November 30, 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.

Cash Flows

	Six Months Ended November 30,
	2015			2014
Cash flows used in operating activities	$	(163,040	)	$	(85,461	)
Cash flows used in investing activities		(32,838	)		(104,655	)
Cash flows provided by financing activities		196,200			189,244
Effects of foreign currency exchange on cash		(37	)		10
Net increase (decrease) in cash during the period	$	285		$	(862	)

Net Cash Used in Operating Activities

Net cash used in operating activities during the six months ended November 30, 2015, was $163,040. This cash was primarily used to cover our cash operating expenses of $390,136, and to increase our inventory and decrease the accrued liabilities by $94 and $21,024, respectively. These uses of cash were offset by decreases in other current assets of $8,349, increases in our accounts payable of $81,663, as well as increases in the amounts due to related parties of $140,525 and interest accrued on the notes payable of $11,085. In addition, we received $6,592 as payments for the spa equipment, which we recorded as unearned revenue pending delivery of the equipment to our customers.

Net cash used in operating activities during the six months ended November 30, 2014, was $85,461. This cash was primarily used to cover our cash operating expenses of $269,849 and increase other current assets by $38. These uses of cash were offset by $158,096 and $19,435 increases in our accounts payable and accrued liabilities, respectively; and by $6,525 increase in amounts due to related and former related parties. In addition we accrued $370 in interest on the outstanding note payable.

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Non-cash transactions

During the six months ended November 30, 2015, our net loss was affected by the following expenses that did not have any impact on cash used in operations:

·	$6,500 in amortization expense we recorded on the equipment that is being used in our research of the eBalance Technology;

$159,924 in share-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 $446,942 in share-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 share-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. Arnett and Mr. 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; and

·	$20,364 in share-based compensation associated with the fair value of the options to purchase up to 150,000 shares of our common stock, which we issued to Mr. Bulwa, as part of his Consulting Agreement with us.

The above expenses were in part offset by the following non-cash transactions:

·	$8,190 gain that resulted from foreign exchange fluctuations on Canadian Dollar denominated transactions; and

·	$2,979 gain we recorded on the sale of our equipment to Ms. Arnett and Mr. 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.

During the six months period ended November 30, 2014, our net loss was affected by the following expenses that did not have any impact on cash used in operations:

·	$143 in amortization expense on our eBalance Technology; and

·	$52,500 in non-cash financing costs associated with the conversion feature of the note payable.

The above expenses were in part offset by $1,905 gain in unrealized foreign exchange gain we recorded on Canadian Dollar denominated transactions.

Net Cash Used in Investing Activities

During the six month period ended November 30, 2015, we paid $32,838 for the equipment which is being used in our ongoing research and development of the eBalance Technology and devices.

During the six months ended November 30, 2014, we invested $104,655 to acquire our eBalance Technology.

Net Cash Provided by Financing Activities

During the six months ended November 30, 2015, we borrowed a total of $242,000 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 $45,800 in non-interest bearing advances to a non-related party.

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

Going Concern

The notes to our unaudited interim consolidated financial statements at November 30, 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 $2,624,502 since inception and increased financing 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.

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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 November 30, 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 November 30, 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 eBalance Technology and products based on this technology.

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

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 eBalance Technology, 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, services, 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 proven. 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 $2,624,502 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.

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

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

	(a)	we would not be able to pay our debts as they become due in the usual course of business; or
	(b)	except as may be allowed by our Articles of Incorporation, our total assets would be less than the sum of our total liabilities plus the amount that would be needed, if we were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of stockholders who may have preferential rights and whose preferential rights are superior to those receiving the distribution.

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

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

On 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 in reliance on the exemption from registration provided by Rule 506(b) of the Securities Act on the basis that Mr. Bulwa is an accredited investor.

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)

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Exhibit Number	Description of Document
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. (14)
10.24	Consulting Agreement dated September 1, 2015 and effective as of September 23, 2015 among Cell MedX Corp., and Steven H. Bulwa. (14)
10.25	Stock Option Agreement dated September 23, 2015 among Cell MedX Corp. and Steven H. Bulwa.(14)
10.26	Loan Agreement and Note Payable dated September 24, 2015 among Cell MedX Corp., and City Group LLC. (13)
10.27	Loan Agreement and Note Payable dated September 28, 2015 among Cell MedX Corp., and Richard N. Jeffs. (14)
10.28	eBalance Prototype Development Agreement dated October 1, 2015 among Cell MedX Corp., and Claudio Tassi. (14)
10.29	Non-binding Letter of Intent dated December 4, 2015 to Enter into Development Agreement and License Agreement among Cell MedX Corp., Claudio Tassi, and Bioformed Aesthetic S.L.
10.30	Loan Agreement and Note Payable dated December 23, 2015, among Cell MedX Corp., and Coventry Capital LLC.

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 and six month periods ended November 30, 2015, formatted in XBRL (extensible Business Reporting Language):

	(1) Consolidated Balance Sheets at November 30, 2015 (unaudited), and May 31, 2015.
	(2) Unaudited Condensed Interim Consolidated Statements of Operations for the Three and Six Months ended November 30, 2015 and 2014.
	(3) Unaudited Condensed Interim Consolidated Statement of Stockholders’ Deficit for the Six Month Period Ended November 30, 2015.
	(4) Unaudited Condensed Interim Consolidated Statements of Cash Flows for the Six Months ended November 30, 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
(14)		Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on October 15, 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:	January 14, 2016	By:	/s/ Frank E. McEnulty
			Frank E. McEnulty
			President, Chief Executive Officer and Director
			(Principal Executive Officer)

Date:	January 14, 2016	By:	/s/ Yanika Silina
			Yanika Silina
			Chief Financial Officer
			(Principal Accounting Officer)

CELL MEDX CORP.

74 N. Pecos Road, Suite D

Henderson, NV 89074

USA

December 4, 2015

CLAUDIO TASSI

C/Santiago 15-3 0

47001 Valladolid Spain

BIOFORMED AESTHETIC S.L.

C/Santiago 15-3 0

47001 Valladolid Spain

Dear Sirs:

Re:

Proposed Development Agreement and License Agreement among Cell MedX Corp. (“Cell MedX”), Claudio Tassi (“Tassi”) and Bioformed Aesthetic S.L. (“Bioformed”).

[Missing Graphic Reference]

This letter of intent (“ LOI ”) summarizes the mutual understandings and commitments in respect of a proposed transaction (the “ Transaction ”) among Cell MedX, Tassi and Bioformed whereby Cell MedX will engage Tassi and/or Bioformed to assist in the development of externally applied electrical neuromuscular and/or nerve stimulation devices (including, but not limited to microcurrent electrical neuromuscular stimulation (“MENS”) and transcutaneous electrical nerve stimulation (“TENS”) devices) to treat pain, wound healing, and other complications directly related to diabetes and other diseases and whereby Cell MedX will license from Tassi and Bioformed their respective intellectual property rights to any proprietary software or hardware related to the use, functioning, testing, or support of such devices. Cell MedX, Tassi and Bioformed agree to work together and in good faith to determine the definitive terms, and to enter into Definitive Agreements (as defined below) with respect to the Transaction.

All references to currency in this LOI are to U.S. dollars.

Development and License Agreement

Cell MedX, Tassi and Bioformed will enter into a technology development and license agreement (a “Development and License Agreement”) whereby Tassi and Bioformed will agree to provide Cell MedX with services (the “Development Services”) for the development by Cell MedX of an electrical neuromuscular and/or nerve stimulation device or machine (whether for consumer or clinical use or otherwise) designed to treat pain, wound healing, blood pressure and other complications directly related to diabetes and other diseases (hereinafter referred to as the “Cell MedX Treatment”).

Upon Cell MedX providing final approval of a prototype device for the Cell MedX Treatment (the “Approved Protoype”), Cell MedX will provide Tassi and Bioformed with a purchase order for additional prototypes. Tassi and Bioformed will ensure the production of 25 prototype devices for the Cell MedX Treatment based on the Approved Prototype including any software modifications agreed in good faith by both parties.

3.	Tassi and Bioformed will provide the Development Services for an initial term of 4 months commencing upon signing of this LOI and may be renewed on a month to month basis thereafter by mutual agreement of the parties.

Any and all hardware designs or inventions, and any and all modifications or improvements to existing hardware designs or inventions, made by Tassi or Bioformed for the Cell MedX Treatment, and any intellectual property rights related thereto , will be owned by Cell MedX. Any and all modifications or improvements to Tassi and Bioformed’s existing Bioquantica software made for purposes of the Cell MedX Treatment (such software modifications or improvements being hereinafter referred to as the “Genex AE” software) will also be owned by Cell MedX.

5.	The unmodified Bioquantica software and any modifications to the Bioquantica software made by Tassi or Bioformed for purposes other than the Cell MedX Treatment will remain the property of Tassi and Bioformed at all times .

Tassi and Bioformed will grant to Cell MedX an exclusive worldwide license to use any proprietary software necessary, desirable or related to the use, functioning, testing or support of electrical neuromuscular and/or nerve stimulation devices or machines for the Cell MedX Treatment, including, but not limited to, any unmodified Bioquantica software (the “License”). The License will also include any proprietary hardware, inventions or designs of Tassi and Bioformed not covered by paragraph 4 of this LOI but necessary, desirable or related to the use, functioning, testing or support of electrical neuromuscular and/or nerve stimulation devices or machines for the Cell MedX Treatment.

The License will not include any rights to use the Bioquantica software or any other proprietary software, hardware, inventions, or designs of Tassi and Bioformed for any purpose other than the Cell MedX Treatment. For greater clarity, Tassi and Bioformed shall be entitled to use or license the Bioquantica software or any other proprietary software, hardware, inventions, or designs owned by them for aesthetics, beauty or any other use unrelated to the treatment of pain, wound healing, blood pressure and other complications directly related to diabetes and other diseases.

8.	The License will extend for a term of 100 years from the effective date of the Development and License Agreement.

9.	In consideration for the Development Services and the License to be provided by Tassi and Bioformed under the Development and License Agreement:

(a)	Upon signing of this LOI, Cell MedX will pay Tassi and/or Bioformed a monthly consulting fee totaling $5,000 per month for the Development Services;

(b)	Upon execution of the Definitive Agreements (as defined below), Cell MedX will:

(i) issue to Tassi 3,000,000 shares in the common stock of Cell MedX; and

(ii)

grant to Tassi a royalty on the sale of each product incorporating or combining any proprietary software, hardware or inventions of Tassi or Bioformed subject to the License. The royalty rate will be negotiated by the parties, and is expected to be USD$200 per each device incorporating or combining any proprietary software, hardware or inventions of Tassi or Bioformed subject to the License.

10.	It is intended that the definitive Development Agreement will supersede and replace that eBalance Prototype Development Agreement between Tassi and Cell MedX dated effective October 1, 2015.

Management Consulting Agreement

11.

Upon execution of Definitive Agreements with respect to the License and the Development Agreement, Tassi will be appointed to Cell MedX’s Board of Directors and as Cell MedX’s Vice President of Manufacturing. Cell MedX and Tassi will negotiate the terms of a management consulting agreement with respect thereto.

Definitive Agreement

12.	Each of Cell MedX, Tassi and Bioformed will work diligently and in good faith during a period commencing on the date hereof and expiring 30 days thereafter to settle definitive agreements setting out the terms of the proposed Transaction (the “Definitive Agreements”) .

Due Diligence

13.

Upon the execution of this LOI and expiring 3 0 days thereafter (the “Due Diligence Period”), each of Cell MedX, Tassi and Bioformed and their respective representatives shall be entitled to conduct and complete its due diligence investigations of the other party, including its financial condition, affairs and assets, and shall be provided full access to the business records, management contracts, commitments and other documentation of the other party for such purpose. The Due Diligence Period may be extended by written consent of all parties.

Exclusivity

14.	In consideration of the undertaking by Cell MedX of the costs and expenses in conducting due diligence and continuing negotiations, Tassi and Bioformed agree that, for a period of 30 days from the date of this LOI, they will not, without the prior written consent of Cell MedX:

(a)	seek or solicit, or engage anyone to seek or solicit, other suitors for, or negotiate with any other persons for, any sale, license or transfer of any proprietary software, hardware or inventions of Tassi or Bioformed;

(b)	sell, license, transfer, pledge or grant any interest in any proprietary software, hardware or inventions of Tassi or Bioformed; or

(c)	seek or solicit, or engage anyone to seek or solicit, other suitors for, or negotiate with any other persons for, any potential business combination or share or asset sale of Bioformed.

Confidentiality

15.

Any information concerning either of the parties and their respective affiliates which has been disclosed to the other party or its representatives, but has not been publicly disclosed, shall be kept strictly confidential and shall not be disclosed or used by the recipient thereof, whether or not the closing of the Transaction occurs, unless such party otherwise agrees in writing or unless disclosure is required in order for such party to comply with applicable laws or a court order.

16.	All such information in any form whatsoever, including, without limitation, copies thereof and derivative materials made therefrom will be returned to the party originally delivering them or, at the direction of such party, destroyed in the event that the Transaction is not completed.

Good Faith

17.

Cell MedX, Tassi and Bioformed agree to perform or cause to be performed all such acts and deeds as may be required to give full force and effect to the terms and provisions of this LOI, and to cooperate with each other and each other’s counsel and other professional advisors in the preparation, execution and delivery of any and all documents or instruments necessary to give full force and effect to the terms and provisions set out herein and in the Definitive Agreements and any other documents required to give effect hereto.

No Assignment

18.	The rights and obligations created by this LOI are not assignable by any party.

Counterparts

19.	This LOI may be executed in any number of counterparts or by electronic transmission, each of which will constitute an original and all of which together shall form one document.

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

Not a Binding Agreement

20.

Paragraphs 12 through 20 of this LOI are binding on the parties. All other paragraphs of this LOI are non- binding and are intended only to outline the general terms of the proposed transaction, and do not extend any legal rights or obligations to either party until the Definitive Agreement is signed and delivered.

Please sign where indicated below to indicate your concurrence with our understanding.

Yours truly,

CELL MEDX CORP.

Per: / s/ Frank McEnulty

Title: President

Agreed this 4th day of December , 2015

/s/Claudio Tassi

CLAUDIO TASSI

BIOFORMED AESTHETIC S.L.

Per: /s/ Claudio Tassi

Name: Claudio Tassi

Title: CEO

LOAN AGREEMENT

December 23, 2015

Coventry Capital LLC, (the “Lender”) of 1201 Orange Street, Suite 600, Wilmington, DE 19801 advanced USD$150,000 (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 December 23, 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 December 23, 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
Coventry Capital LLC		Cell MedX Corp.

Per: /s/Tom Sharp		Per: /s/Yanika Silina


Coventry Capital LLC		Yanika Silina, CFO

PROMISSORY NOTE

Principal Amount: USD$150,000 December 23, 2015

For value received Cell MedX Corp., (the “Borrower”) promises to pay on demand to the order of Coventry Capital LLC (the “Lender”) the sum of $150,000 lawful money of United States (the “Principal Sum”) together with interest on the Principal Sum from December 23, 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

CELL MEDX CORP.

CERTIFICATIONS PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Frank E. McEnulty, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the period ending November 30, 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: January 14, 2016

/s/ Frank E. McEnulty

Frank E. McEnulty

Chief Executive Officer and President

(Principal Executive Officer)

CELL MEDX CORP.

CERTIFICATIONS PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Yanika Silina, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the period ending November 30, 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: January 14, 2016

/s/ Yanika Silina

Yanika Silina

Chief Financial Officer

(Principal Accounting Officer)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Cell MedX Corp. (the “Company”) on Form 10-Q for the period ending November 30, 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: January 14, 2016

/s/ Frank E. McEnulty

Frank E. McEnulty

Chief Executive Officer and President

(Principal Executive Officer)

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

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

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

Dated: January 14, 2016

/s/ Yanika Silina

Yanika Silina

Chief Financial Officer

(Principal Accounting Officer)