Cell MedX Corp. - Quarter Report: 2017 August (Form 10-Q)

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

The accompanying unaudited consolidated interim financial statements of Cell MedX Corp. as at August 31, 2017, 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, 2017, are not necessarily indicative of the results that can be expected for the year ending May 31, 2018.

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

1

CELL MEDX CORP.

CONSOLIDATED BALANCE SHEETS

(EXPRESSED IN US DOLLARS)

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

F-1

CELL MEDX CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(EXPRESSED IN US DOLLARS)

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

F-2

CELL MEDX CORP.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

(UNAUDITED)

(EXPRESSED IN US DOLLARS)

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

F-3

CELL MEDX CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(EXPRESSED IN US DOLLARS)

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

F-4

CELL MEDX CORP.

NOTES TO THE UNAUDITED INTERIM

CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

August 31, 2017

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS

Cell MedX Corp. (the “Company”) was incorporated under the laws of the State of Nevada. On April 26, 2016, the Company formed a subsidiary, Cell MedX (Canada) Corp. (“Cell MedX Canada”) under the laws of the province of British Columbia.

The Company is in an early development stage focusing on the discovery, development and commercialization of therapeutic and non-therapeutic products that promote general wellness and alleviate complications associated with medical conditions including, but not limited to, diabetes, Parkinson’s disease, and high blood pressure.

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 (the “SEC”). They do not include all information and footnotes required by GAAP for complete financial statements. Except as disclosed herein, there have been no material changes in the information disclosed in the notes to the consolidated financial statements for the year ended May 31, 2017, 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, 2017, are not necessarily indicative of the results that may be expected for the year ending May 31, 2018.

Going concern

The accompanying unaudited interim consolidated condensed financial statements have been prepared assuming the Company will continue as a going concern. As of August 31, 2017, the Company has not achieved profitable operations and has accumulated a deficit of $5,337,318. Continuation as a going concern is dependent upon the ability of the Company to obtain the necessary financing to meet obligations and pay its liabilities arising from normal business operations when they come due and ultimately upon its ability to achieve profitable operations. The outcome of these matters cannot be predicted with any certainty at this time and raises substantial doubt that the Company will be able to continue as a going concern. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. Management intends to obtain additional funding by borrowing funds from its directors and officers, issuing promissory notes and/or a private placement of common stock.

NOTE 2 - RELATED PARTY TRANSACTIONS

Amounts due to related parties, other than notes payable to related parties (Note 6) at August 31, 2017 and May 31, 2017:

These amounts are unsecured, due on demand and bear no interest.

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During the three-month periods ended August 31, 2017 and 2016, the Company had the following transactions with related parties:

NOTE 3 - EQUIPMENT

Amortization schedule for the equipment at August 31, 2017 and May 31, 2017:

NOTE 4 - INVENTORY

As at August 31, 2017, the inventory consisted of supplies held for resale, and was valued at $5,044 (May 31, 2017 - $4,684). The Company uses lower of cost or net realizable value to determine the book value of the inventory at reporting date.

As at August 31, 2017, $16,927 included in inventory was attributed to work in progress (May 31, 2017 - $3,477).

NOTE 5 - UNEARNED REVENUE

During the three-month period ended August 31, 2017, the Company had accepted $59,588 (CAD$75,000) as deposit on a distribution contract. During the year ended May 31, 2017, the Company accepted $40,000 and $11,259 (CAD$15,000) in deposits on its eBalance Pro devices.

As at August 31, 2017, the Company had recorded a total of $111,793 in unearned revenue comprised of the deposits on the distribution contract and on eBalance Pro devices.

NOTE 6 - NOTES AND ADVANCES PAYABLE

The tables below summarize the short-term loans and advances outstanding as at August 31, 2017 and May 31, 2017:

F-6

Loan Agreements

During the three-month period ended August 31, 2017, the Company entered into a loan agreement with Mr. Richard Jeffs (“Mr. Jeffs”), a major shareholder, for a total of $19,318 (CAD$25,000) (May 31, 2017 - $104,209) (the “Jeffs Loan”). The Jeffs Loan bears interest at 6% per annum, is unsecured and is payable on demand.

On September 15, 2017, the Company received a notice from Mr. Jeffs that he had assigned the rights to $7,984 due to him under the demand notes payable to a certain unaffiliated party. The assignee notified the Company of her intention to convert the debt acquired by her from Mr. Jeffs into the shares of the Company’s common stock as part of the proposed debt restructuring initiative (the “Debt Restructuring”), which was completed on October 12, 2017 (Notes 7 and 8).

Term Loan with Richard Jeffs

On March 3, 2016, the Company entered into a loan agreement (the “Term Loan Agreement”) with Mr. Jeffs for a loan in the principal amount of $50,000 maturing March 3, 2017, with interest payable at a rate of 6% per annum (the “Term Loan”).  As additional consideration for the Term Loan, the Company issued to Mr. Jeffs share purchase warrants (the “Warrants”) for the purchase of up to 2,000,000 shares of the Company’s common stock, exercisable for a period of five years at a price of $0.15 per share if exercised during the first year, $0.25 per share if exercised during the second year, $0.40 per share if exercised during the third year, $0.60 per share if exercised during the fourth year and $0.75 per share during the fifth year. The Warrants were determined to be detachable from the debt instrument, as the debt instrument did not have to be surrendered to exercise the Warrants. Pursuant to the guidance provided by ASC 470-20-25-2, proceeds from the Term Loan were allocated to the principal and stock purchase warrants based on the relative fair values of the two elements. The portion of the proceeds allocated to the Warrants was $25,000 and was recorded to additional paid-in capital.

The Term Loan had an effective interest rate of 77.51%, which was due primarily to the recording of non-cash accretion interest.

At March 3, 2016, the fair value of Warrants was valued using the Black-Scholes Option pricing model using the following assumptions:

On September 15, 2017, the Company received a notice from Mr. Jeffs that he had assigned the rights to the Term Loan and interest accrued thereon to two unaffiliated parties. The assignees notified the Company of their intention to convert the debt acquired by them from Mr. Jeffs into the shares of the Company’s common stock as part of the Debt Restructuring, which was completed on October 12, 2017 (Notes 7 and 8).

Debt Settlement

On August 24, 2017, the board of directors of the Company resolved to convert up to $517,698 owed by the Company pursuant to its notes payable into the Company’s shares of the common stock at $0.25 per share. The Company completed its Debt Restructuring on October 12, 2017, by issuing a total of 1,837,128 shares on conversion of $459,282 in debt owed under the notes payable (Notes 7 and 8).

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Advances payable

During the three-month period ended August 31, 2017, the Company repaid $3,111 in non-interest bearing advances. The advances were unsecured and payable on demand.

Interest Expense

During the three-month period ended August 31, 2017, the Company recorded $7,914 (2016 - $15,395) in interest expense associated with its liabilities under the notes and advances payable. Of this amount $793 (2016 - $nil) was associated with interest recorded on the Term Loan with Mr. Jeffs and $1,180 (2016 - $3,833) with demand notes payable issued to Mr. Jeffs.

NOTE 7 - SHARE CAPITAL

As at August 31, 2017, the Company received subscriptions to 1,400,000 Units under its non-brokered private placement offering announced on August 31, 2017, for gross proceeds of $350,000, which were recorded as obligation to issue shares (Note 8).

Options

On August 24, 2017, the board of directors of the Company granted options to purchase up to 300,000 common shares of the Company to its CFO and up to 1,750,000 common shares of the Company to its consultants. The options vested immediately and may be exercised at a price of $0.35 per share for a period of five years expiring on August 24, 2022.

The fair values of the options granted to the CFO and to consultants were calculated to be $89,556 and $522,407, respectively, and were determined using the Black-Scholes Option pricing model at the grant date using the following assumptions:

The changes in the number of stock options outstanding during the three-month period ended August 31, 2017 and for the year ended May 31, 2017 are as follows:

F-8

Details of options outstanding and exercisable as at August 31, 2017, are as follows:

At August 31, 2017, the weighted average remaining contractual life of the stock options outstanding was 3.71 years.

Warrants

The changes in the number of warrants outstanding during the three-month period ended August 31, 2017 and for the year ended May 31, 2017 are as follows:

Details of warrants outstanding as at August 31, 2017, are as follows:

At August 31, 2017, the weighted average remaining contractual life of the share purchase warrants was 4.01 years.

NOTE 8 - SUBSEQUENT EVENT

On October 12, 2017, the Company closed a first tranche of its non-brokered private placement Offering at a price of $0.25 per Unit, by issuing 1,480,000 Units for total gross proceeds of $370,000 (Note 7).

Each Unit sold under the Offering consisted of one common share of the Company and one share purchase warrant entitling the holder to purchase one additional common share for a period of three years after closing at an exercise price of $0.50 per share if exercised during the first year, $1.00 per share if exercised during the second year, and $1.50 per share if exercised during the third year.

On October 12, 2017, the Company completed its debt restructuring initiative by converting a total of $459,282 the Company owed under its notes payable and $120,254 under services payable to its director, CEO and President into 2,318,144 shares of the Company’s common stock at $0.25 per share (Notes 2 and 6).

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, 2017, filed with the United States Securities and Exchange Commission (the “SEC”) on August 29, 2017.

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 and non-therapeutic products that promote general wellness and alleviate complications associated with medical conditions including, but not limited to, diabetes, Parkinson’s disease, and high blood pressure.

On April 26, 2016, we formed a subsidiary, Cell MedX (Canada) Corp., (“Cell MedX Canada”) under the laws of the Province of British Columbia, in anticipation of increased business activity in Canada.

Update on Observational Clinical Study

During the three-month period ended August 31, 2017, Hamilton Medical Research Group, under the guidance of Dr. Richard Tytus, the lead investigator of the clinical study (the “Clinical Study”), Cell MedX Corp. commissioned through Nutrasource Diagnostics Inc. (“Nutrasource”), has completed the in-patient phase of the Clinical Study.

The Clinical Study was designed to assess the impact of three months of the eBalance therapy, as an adjunct treatment, on HbA1c in thirty (30) Type 1 and Type 2 diabetics.  The secondary endpoints of the Clinical Study were defined to observe changes from baseline and medical history of each Clinical Study subject in the following;

·

Insulin sensitivity

·

Diabetic neuropathy

·

Diabetic foot pain and numbness

·

Wound healing

·

Blood pressure

·

Kidney function

·

Any other changes reported by patients

The site close out was originally expected for the week of August 28th, however, due to the circumstances not under control of the Company, the close out was rescheduled to the week of October 23, 2017.

2

Recent Corporate Developments

The following corporate developments occurred during the quarter ended August 31, 2017, and up to the date of the filing of this report:

Private Placement

On August 24, 2017, our board of directors approved a private placement offering of up to 8,000,000 units of our common stock at a price of $0.25 per unit (the “Unit”) for gross proceeds of up to $2,000,000 (the “Offering”). Each Unit sold under the Offering will consist of one common share and one share purchase warrant entitling the holder to purchase one additional common share for a period of three years after closing at an exercise price of $0.50 per share if exercised during the first year, $1.00 per share if exercised during the second year, and $1.50 per share if exercised during the third year.

The Offering will be made to persons who are not residents of the United States and are otherwise not “U.S. Persons” as that term is defined in Rule 902(k) of Regulation S of the U.S. Securities Act of 1933 (the “U.S. Securities Act”), and to “accredited investors” as that term is defined under National Instrument 45-106 – Prospectus and Registration Exemptions.

The management plans to use the proceeds of the Offering to continue our series of clinical trials and to start a large-scale manufacturing of our eBalance Pro devices.

On October 12, 2017, we closed the first tranche of the Offering by issuing 1,480,000 Units for total proceeds of $370,000.

Debt Restructuring

On August 24, 2017, we entered into negotiations with our debt holders to convert up to $784,059 owed by us under the notes payable and for services owed into the shares of our common stock at $0.25 per share. We finalized the debt restructure on October 12, 2017, concurrently with the closing of the first tranche of the private placement. The total of $579,536 was converted into 2,318,144 shares of our common stock. As part of the debt restructuring, Frank McEnulty, our director, CEO, and President, converted $120,254 in fees owed to him into 481,016 shares.

Grant of Stock Options

On August 24, 2017, we granted options to purchase up to 2,050,000 common shares of the Company to our CFO and consultants. The options vested immediately and may be exercised at a price of $0.35 per share for a period of five years expiring on August 24, 2022.

Acquisition of Additional Technology

In August of 2017 we entered into negotiations with Brek Technologies Inc. (the “Developer”), a privately held company, to acquire a microcurrent technology, which compliments the microcurrent technology developed by us for our eBalance Pro devices.

3

Results of Operations for the Three Months ended August 31, 2017 and 2016

Our operating results for the three-month periods ended August 31, 2017, and 2016, and the changes in the operating results between those periods are summarized in the table below.

Revenues

We did not generate any revenue during the three-month period ended August 31, 2017. Our revenue during the comparative period ended August 31, 2016, consisted of sales of consumables for the spa industry. Due to the current concentration on the research and development of our eBalance Technology and devices based on this technology, as well as the divestiture of Avyonce Cosmedics Inc. (“Avyonce”), our former subsidiary, in our Fiscal 2017, we do not expect to have significant operating revenue in the foreseeable future.

Operating Expenses

During the three-month period ended August 31, 2017, our operating expenses increased by 218.5% from $259,124 incurred during the three months ended August 31, 2016, to $825,361 incurred during the three months ended August 31, 2017. The most significant changes were as follows:

·

During the three-month period ended August 31, 2017, our consulting fees increased by $508,319, from $75,140 we incurred during the three-month period ended August 31, 2016 to $583,459 we incurred during the three months ended August 31, 2017. The increase was mainly associated with a fair market value of the options to acquire up to 1,750,000 shares of our common stock we granted to our consultants for business development services.

·

Our research and development fees for the three-month period ended August 31, 2017, decreased by $25,349, from $72,852 we incurred during the three-month period ended August 31, 2016, to $47,503 we incurred during the three months ended August 31, 2017. The lower research and development fees during the comparative period were attributed to moving our production and research activity to Canada, as opposed to having the development outsourced to European manufacturer during the comparative period.

·

Our stock-based compensation for the three-month period ended August 31, 2017, increased by $51,904, from $48,897 we incurred during the three months ended August 31, 2016, to $100,801 we incurred during the three months ended August 31, 2016. The stock-based compensation included $89,556 (2016 - $Nil) in fair market value of the options to acquire up to 300,000 shares of our common stock we granted to Ms. Silina pursuant to the stock option agreement with her, $11,245 (2016 - $37,297) in fair market value of the options to acquire up to 2,400,000 shares of our common stock we granted to Dr. Sanderson pursuant to his option agreement with us. The stock-based compensation for the three-month period ended August 31, 2016 also included $11,600 in fair market value of the options to acquire up to 2,500,000 shares of our common stock we granted to Mr. McEnulty pursuant to the stock option agreement with him.

4

·

Our general and administrative fees for the three-month period ended August 31, 2017, increased by $10,251, or 23.2%, from $44,224 we incurred during the three-month period ended August 31, 2016, to $54,475 we incurred during the three months ended August 31, 2017. The largest factors that contributed to this change were associated with increased foreign exchange fees of $18,333, and accounting and audit fees of $4,200. These increases were in part offset by decreased travel fees of $3,867, and professional fees of $3,520; in addition, we did not incur any expenses associated with salaries and wages, rent, and marketing and advertising activities.

·

During the three-month period ended August 31, 2017, we recorded $39,123 in amortization on our equipment used in observations and research and development. During the comparative period ended August 31, 2016, our amortization expense was $18,011.

Other Items

·

During the three-month period ended August 31, 2017, we accrued $7,914 (2016 - $15,395) in interest associated with the outstanding notes payable. Of this interest, $1,973 (2016 - $3,833) was accrued on notes payable we issued to Mr. Jeffs, our major shareholder.

·

During the three-month period ended August 31, 2016, we recorded $6,257 in accretion expense which resulted from the difference between the 6% stated interest rate and the 77.51% implied interest rate we used to determine the fair value of the proceeds we received pursuant to the $50,000 term loan with Mr. Jeffs. The term loan was fully accreted as at March 3, 2017, as such, we did not record any accretion expense during the three-month period ended August 31, 2017.

Liquidity and Capital Resources

Working Capital

As of August 31, 2017, we had a cash balance of $326,038, a working capital deficit of $1,185,476 and cash flows used in operations of $108,315 for the period then ended. During the three-month period ended August 31, 2017, we funded our operations with $350,000 we received from subscriptions to the units of our common stock, which we issued on October 12, 2017, and $19,318 (CAD$25,000) we received from Mr. Jeffs, our major shareholder. 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 period ended August 31, 2017. The amount of cash that we have generated from our operations to date is significantly less than our current debt obligations. There is no assurance that we will be able to generate sufficient cash from our operations to repay the amounts owing under 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. The outcome of these matters cannot be predicted with any certainty at this time and raises substantial doubt that we will be able to continue as a going concern.

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Cash Flows

Net Cash Used in Operating Activities

Net cash used in operating activities during the three months ended August 31, 2017, was $108,315. This cash was primarily used to cover our cash operating expenses of $152,273, to increase our work in progress recorded as part of inventory by $12,841, and current assets by $4,390, and to reduce our accrued liabilities by $50,500. These uses of cash were offset by increases in our accounts payable and amounts due to related parties of $32,899 and $19,202, respectively. In addition, we recorded $59,588 in unearned revenue associated with a deposit we received on eBalance distribution contract.

Net cash used in operating activities during the three months ended August 31, 2016, was $123,284. This cash was primarily used to cover our cash operating expenses of $190,036 and to reduce our accrued liabilities by $4,754. These uses of cash were offset by decreases in our inventory and other current assets of $3,823 and $20,046, respectively, and by increases in our accounts payable and amounts due to related parties of $19,443 and $28,194, respectively.

Non-cash transactions

During the three-month period ended August 31, 2017, our net loss was affected by the following expenses that did not have any impact on cash used in operations:

·

$100,801 in stock-based compensation, of which $89,556 was associated with the fair value of the options to purchase up to 300,000 shares of our common stock we granted to Ms. Silina, our CFO, as compensation for her services; and $11,245 was associated with the fair value of the options to purchase up to 2,400,000 shares of our common stock we granted to Dr. Sanderson, our Chief Medical Officer;

·

$522,407 in fair value of option to acquire up to 1,750,000 shares our common stock we issued for consulting services;

·

$7,914 in interest we accrued on the outstanding notes payable. Of this interest, $1,973 was accrued on the notes payable we issued to Mr. Jeffs, our major shareholder;

·

$39,123 in amortization expense we recorded on the equipment we use in our research of the eBalance Technology; and

·

$10,757 in unrealized foreign exchange, which resulted from fluctuations of Canadian dollar and European Euro denominated transactions.

During the three month period ended August 31, 2016, our net loss was affected by the following expenses that did not have any impact on cash used in operations:

·

$48,897 in stock-based compensation, of which $37,297 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 $11,600 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;

6

·

$15,395 in interest we accrued on the outstanding notes payable. Of this interest, $3,833 was accrued on the notes payable we issued to Mr. Jeffs, our major shareholder;

·

$6,257 in accretion expense which resulted from the difference between the 6%  stated interest rate and the 77.51% implied interest rate we used to determine the fair value of the proceeds we received pursuant to the $50,000 term loan with Mr. Jeffs;

·

$18,011 in amortization expense we recorded on the equipment that is being used in our research of the eBalance Technology; and

·

$223 in unrealized foreign exchange, which resulted from fluctuations of Canadian dollar and European Euro denominated transactions.

Net Cash Provided by Financing Activities

During the three-month period ended August 31, 2017, we borrowed a total of $19,318 (CAD$25,000) from our major shareholder. The loan is unsecured, payable on demand and bears interest at 6% per annum, compounded monthly. In addition to the loan, we received $350,000 from subscriptions to the units of our common stock under the Offering, which we partially closed on October 12, 2017. During the same period we repaid net of $3,111 in non-interest bearing advances with an unrelated party.

On September 15, 2017, we received a notice from Mr. Jeffs that he had assigned the rights to $7,984 due to him under the demand notes payable and $54,516 due to him under the Term Loan to two unaffiliated parties. The assignees notified the Company of their intention to convert the debt acquired by them from Mr. Jeffs into the shares of the Company’s common stock as part of the proposed debt restructuring initiative (the “Debt Restructuring”), which we completed on October 12, 2017.

During the three months period ended August 31, 2016, we borrowed a total of $75,000 from unrelated parties and $73,754 (CAD$96,500) from our major shareholder.  These loans are unsecured, payable on demand and bear interest at 6% per annum, compounded monthly.

Net Cash Used in Investing Activities

We did not have any investing activities during the three-month period ended August 31, 2017.

During the three-month period ended August 31, 2016, we paid $14,940 for the equipment which is being used in our clinical and observational studies.

Going Concern

The notes to our unaudited interim consolidated financial statements at August 31, 2017, disclose our uncertain ability to continue as a going concern. We are development stage company with limited operations. To date we have been able to generate only minimal revenue from the operations of our former wholly owned subsidiary, Avyonce, which we divested in January 2017. 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 $5,337,318 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.

Off-Balance Sheet Arrangements

None.

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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, 2017. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective in recording, processing, summarizing and reporting information required to be disclosed within the time periods specified in Securities and Exchange Commission’s rules and forms due to lack of segregation of duties.

During the quarter ended August 31, 2017, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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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 devices and therapies for treating and managing diabetes and related ailments is intensely competitive, subject to rapid change and significantly affected by new product introductions. We compete indirectly with large pharmaceutical and medical device companies, such as Bayer Corp., Becton Dickinson Corp., LifeScan Inc., a division of Johnson & Johnson, MediSense Inc. and TheraSense Inc. These competitors’ products are based on traditional healthcare model and are well accepted by health practitioners and patients. If these companies decide to penetrate our target market they could threaten our position in the market.

We are subject to numerous governmental regulations which can increase our costs of developing our eBalance Technology and products based on this technology.

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

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.

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Competitors' intellectual property may prevent us from selling our products or have a material adverse effect on our future profitability and financial condition.

Competitors may claim that our Technology infringes upon their intellectual property. Resolving an intellectual property infringement claim can be costly and time consuming and may require us to enter into license agreements. We cannot guarantee that we would be able to obtain license agreements on commercially reasonable terms. A successful claim of patent or other intellectual property infringement could subject us to significant damages or an injunction preventing the manufacture, sale or use of our product. Any of these events could have a material adverse effect on our profitability and financial condition.

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

Our eBalance Technology is currently in the research and development stage as are our planned products incorporating this technology.  In order to develop commercially marketable products, we will be required to commit substantial efforts, funds, and other resources to research and development. A high rate of failure is inherent in the research and development of new products and technologies. We must make ongoing substantial expenditures without any assurance that our efforts will be commercially successful. Failure can occur at any point in the process, including after significant funds have been invested. Planned products may fail to reach the market or may only have limited commercial success because of efficacy or safety concerns, failure to achieve positive clinical outcomes, inability to obtain necessary regulatory approvals, limited scope of approved uses, excessive costs to manufacture, the failure to establish or maintain intellectual property rights, or infringement of the intellectual property rights of others.

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

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

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

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

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

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

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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.  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 services through our former wholly owned subsidiary, Avyonce, which we divested of in January of 2017. No profits have been made to date and if we fail to make any then we may fail as a business and an investment in our common stock will be worth nothing.  We have a very limited operating history and thus our progress as well as potential future success cannot be reasonably estimated.  Success has yet to be proven. 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 $5,337,318 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.

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.

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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;

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

·

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

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

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

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

(a)

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

(b)

except as may be allowed by our Articles of Incorporation, our total assets would be less than the sum of our total liabilities plus the amount that would be needed, if we were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of stockholders who may have preferential rights and whose preferential rights are superior to those receiving the distribution.

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

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

On October 12, 2017, we closed the first tranche of our non-brokered private placement offering (the “Offering”) at a price of $0.25 per unit (each "Unit"), by issuing 1,480,000 Units for total gross proceeds of $370,000.

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Each Unit sold under the Offering consisted of one common share of the Company and one share purchase warrant entitling the holder to purchase one additional common share for a period of three years after closing at an exercise price of $0.50 per share if exercised during the first year, $1.00 per share if exercised during the second year, and $1.50 per share if exercised during the third year.

The Units were issued pursuant to the provisions of Regulation S of the United States Securities Act of 1933, as amended (the “Act”) to the persons who are not residents of the United States and are otherwise not “U.S. Persons” as that term is defined in Rule 902(k) of Regulation S of the Act.

On October 12, 2017, we completed our debt restructuring initiative by converting a total of $459,282 we owed under our notes payable and $120,254 under services payable into 2,318,144 shares of our common stock at $0.25 per share.  

1,837,128 shares were issued pursuant to the provisions of Regulation S of the United States Securities Act of 1933, as amended (the “Act”) to the persons who are not residents of the United States and are otherwise not “U.S. Persons” as that term is defined in Rule 902(k) of Regulation S of the Act. Remaining 481,016 shares issued to a director of the Company were issued pursuant to the exemption from the registration requirements of the Securities Act of 1933 provided by Rule 506 of Regulation D.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. Exhibits

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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.

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