Cell MedX Corp. - Quarter Report: 2022 November (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the quarterly period ended November 30, 2022

☐ TRANSITION REPORT UNDER 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.)

123 W. Nye Ln, Suite 446

Carson City, NV

89706

(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)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		CMXC		OTC Expert Market

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☒		Smaller Reporting Company ☒
		Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section l2, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes ☐ No ☐

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of May 19, 2023, the number of shares outstanding of the issuer’s common stock, par value $0.0001 per share, is 62,923,063.

CONTENTS

PART I - FINANCIAL INFORMATION	1
Item 1. Financial Statements	1
Item 2. Management ’s Discussion and Analysis of Financial Condition and Results of Operations	2
Item 3. Quantitative and Qualitative Disclosure about Market Risk	6
Item 4. Controls and Procedures	6
PART II - OTHER INFORMATION	7
Item 1. Legal Proceedings	7
Item 1A. Risk Factors	7
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	11
Item 3. Defaults upon Senior Securities	11
Item 4. Mine Safety Disclosures	11
Item 5. Other Information	11
Item 6. Exhibits	12
SIGNATURES	16

iii

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

The accompanying unaudited condensed consolidated financial statements of Cell MedX Corp. as at November 30, 2022, 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, 2022, are not necessarily indicative of the results that can be expected for the year ending May 31, 2023.

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 US dollars.

CELL MEDX CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

	November 30, 2022		May 31, 2022
ASSETS

Current assets
Cash	$	17,813	$	24,380
Other current assets		6,209		16,964
Total assets	$	24,022	$	41,344


LIABILITIES AND STOCKHOLDERS’ DEFICIT
Liabilities
Accounts payable	$	420,801	$	442,439
Accrued liabilities		31,318		28,877
Due to related parties		966,151		921,451
Notes and advances due to related parties		692,842		546,720
Notes and advances payable		112,245		110,888
Total liabilities		2,223,357		2,050,375

STOCKHOLDERS’ DEFICIT
Common stock, $0.001 par value, 300,000,000 shares authorized; 62,923,063 shares issued and outstanding at November 30, 2022 and May 31, 2022		62,923		62,923
Additional paid-in capital		7,272,701		7,272,701
Reserves		366,493		366,493
Accumulated deficit		(9,955,233)		(9,657,735)
Accumulated other comprehensive income/(loss)		53,781		(53,413)
Total stockholders’ deficit		(2,199,335)		(2,009,031)
Total liabilities and stockholders’ deficit	$	$24,022	$	41,344

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

F-1

CELL MEDX CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

	Three Months Ended November 30,				Six Months Ended November 30,
	2022		2021		2022		2021

Revenue
Sales	$	1,950	$	1,671	$	2,466	$	2,868
Cost of goods sold		1,426		863		2,223		1,188
Gross margin		524		808		243		1,680

Operating expenses
Amortization		-		203		-		743
Consulting fees		23,267		64,294		46,932		129,108
General and administrative expenses		86,899		75,390		185,114		209,479
Research and development costs		22,407		31,456		45,250		67,297
Total operating expenses		132,573		171,343		277,296		406,627

Other items
Interest		(10,764)		(5,442)		(20,445)		(10,382)
Net loss		(142,813)		(175,977)		(297,498)		(415,329)

Foreign exchange translation income		48,200		21,499		107,194		85,768
Comprehensive loss	$	(94,613)	$	(154,478)	$	(190,304)	$	(329,561)

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

Weighted average number of shares outstanding
Basic and diluted		62,923,063		62,923,063		62,923,063		62,675,249

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

F-2

CELL MEDX CORP.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

	Common Stock
	Shares	Amount		Additional Paid-in Capital		Reserves		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total

Balance - May 31, 2021	62,073,064	$	62,073	$	7,076,476	$	366,493	$	(8,960,356)	$	(120,744)	$	(1,576,058)

Shares issued for cash	400,000		400		99,600		-		-		-		100,000
Shares issued on exercise of warrants	300,000		300		59,700		-		-		-		60,000
Shares issued for services	149,999		150		36,925		-		-		-		37,075
Net loss for the period ended Aug 31, 2021	-		-		-		-		(239,352)		-		(239,352)
Translation to reporting currency	-		-		-		-		-		64,269		64,269

Balance - Aug 31, 2021	62,923,063		62,923		7,272,701		366,493		(9,199,708)		(56,475)		(1,554,066)

Net loss for the period ended Nov 30, 2021	-		-		-		-		(175,977)		-		(175,977)
Translation to reporting currency	-		-		-		-		-		21,499		21,499

Balance - Nov 30, 2021	62,923,063	$	62,923	$	7,272,701	$	366,493	$	(9,375,685)	$	(34,976)	$	(1,708,544)

Balance - May 31, 2022	62,923,063	$	62,923	$	7,272,701	$	366,493	$	(9,657,735)	$	(53,413)	$	(2,009,031)

Net loss for the period ended Aug 31, 2022	-		-		-		-		(154,685)		-		(154,685)
Translation to reporting currency	-		-		-		-		-		58,994		58,994

Balance - Aug 31, 2022	62,923,063		62,923		7,272,701		366,493		(9,812,420)		5,581		(2,104,722)

Net loss for the period ended Nov 30, 2022	-		-		-		-		(142,813)		-		(142,813)
Translation to reporting currency	-		-		-		-		-		48,200		48,200

Balance - Nov 30, 2022	62,923,063	$	62,923	$	7,272,701	$	366,493	$	(9,955,233)	$	53,781	$	(2,199,335)

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

F-3

CELL MEDX CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

	Six Months Ended November 30,
	2022		2021

Cash flows used in operating activities
Net loss	$	(297,498)	$	(415,329)
Adjustments to reconcile net loss to net cash used in operating activities
Accrued interest on notes payable		20,445		10,382
Amortization		-		743
Non-cash investor relations fees		-		37,075
Unrealized foreign exchange		66,696		53,674
Changes in operating assets and liabilities
Other current assets		10,287		(6,269)
Accounts payable		(6,173)		(302)
Accrued liabilities		2,497		(30,833)
Due to related parties		60,525		82,610
Net cash flows used in operating activities		(143,221)		(268,249)

Cash flows provided by financing activities
Proceeds from notes due to related parties		137,372		124,875
Proceeds from subscription to shares		-		160,000
Net cash provided by financing activities		137,372		284,875

Effects of foreign currency exchange on cash		(718)		(232)
Increase/(decrease) in cash		(6,567)		16,394
Cash, beginning		24,380		20,753
Cash, ending	$	17,813	$	37,147

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

F-4

CELL MEDX CORP.

NOTES TO THE CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

NOVEMBER 30, 2022

(Unaudited)

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS

Cell MedX Corp. (Cell MedX, or 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. Cell MedX is a biotech company focusing on the discovery, development and commercialization of therapeutic and non-therapeutic products that promote general wellness.

Unaudited Interim Financial Statements

The unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“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, 2022, included in the Company’s Annual Report on Form 10-K, filed with the SEC on April 7, 2023. The interim unaudited condensed consolidated financial statements for the three- and six-month periods ended November 30, 2022, 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, 2022, are not necessarily indicative of the results that may be expected for the year ending May 31, 2023.

Going concern

The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. As of November 30, 2022, the Company has not achieved profitable operations and has accumulated a deficit of $9,955,233. 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 private placement of common stock.

NOTE 2 - RELATED PARTY TRANSACTIONS

Amounts due to related parties, other than advances and notes payable to related parties (Note 3) at November 30, 2022, and at May 31, 2022:

	November 30, 2022		May 31, 2022
Due to the Chief Executive Officer (“CEO”)	$	70,000	$	10,000
Due to the former CEO		126,200		126,200
Due to the Chief Financial Officer (“CFO”)		5,500		5,643
Due from the Vice President (“VP”), Technology and Operations		(2,264)		(2,418)
Due to a company controlled by the Chief Operating Officer (“COO”)		763,182		778,586
Due to a company controlled by the COO and a major shareholder		3,196		3,136
Due to Live Current Media, Inc. (“LIVC”)(1)		337		304
Due to related parties	$	966,151	$	921,451

(1) LIVC is related to the Company through its director who is a close relative of the Company’s major shareholder.

The amounts due to related parties are unsecured, due on demand and bear no interest.

F-5

During the six-month periods ended November 30, 2022 and 2021, the Company had the following transactions with related parties:

	November 30, 2022		November 30, 2021
Management fees incurred to the CEO	$	60,000	$	-
Management fees incurred to the former CEO		-		6,000
Management fees incurred to the CFO		15,000		15,000
Consulting fees incurred to the VP, Technology and Operations		22,932		24,118
Consulting fees incurred to the company controlled by the COO		-		80,990
Royalty incurred to the company controlled by the COO and a major shareholder		266		280
Royalty incurred to LIVC		53		52
Total transactions with related parties	$	98,251	$	126,440

NOTE 3 - NOTES AND ADVANCES DUE TO RELATED PARTIES

The tables below summarize the loans and advances due and payable to related parties as at November 30, 2022, and May 31, 2022:

As at November 30, 2022
Principal Outstanding		Interest Rate per Annum		Accrued Interest		Total Book Value
$	610,238	6%	Related party loans payable (1)	$	42,785	$	653,023
	39,819	0%	Advances(2)		-		39,819
$	650,057			$	42,785	$	692,842

As at May 31, 2022
Principal Outstanding		Interest Rate per Annum		Accrued Interest		Total Book Value
$	479,657	6%	Related party loans payable (1)	$	26,236	$	505,893
	40,827	0%	Advances(2)		-		40,827
$	520,484			$	26,236	$	546,720

(1) Related Party Loans Payable

As at November 30, 2022, the Company owed a total of $653,023 to related parties (May 31, 2022 - $505,893) of which $42,785 was associated with interest accrued on the principal balances owed under the notes payable (May 31, 2022 - $26,236).

During the six-month period ended November 30, 2022, the Company’s subsidiary, Cell MedX Canada, entered into a number of loan agreements with Mr. Jeffs, the Company’s major shareholder, for a total of $137,372 in exchange for notes payable due on demand and accumulating interest at 6% annual interest compounded monthly. On October 12, 2022, the Company and Mr. Jeffs reached an agreement to amend certain terms included in the loan agreements with Mr. Jeffs totaling $539,325. Under the amended terms, upon a default of any payment of the amount owed under the amended loan agreements, Mr. Jeffs will have full right and title of ownership to the Company’s eBalance® Technology and any and all products developed by the Company and its subsidiary that are based on the eBalance® Technology, as well as all eBalance® trademarks and certifications the Company and its subsidiary have been granted (the “Collateral”). All other terms of the loan agreements, including repayment date being due on demand, and interest rate being 6% per annum compounded monthly, remained the same. As at November 30, 2022, the Company owed a total of $590,017 (May 31, 2022 - $442,423) under the notes payable with Mr. Jeffs, of which $36,242 (May 31, 2022 - $21,368) was associated with accrued interest. All notes payable are secured by Collateral and are due on demand. During the six-month period ended November 30, 2022, the Company recorded $15,217 in interest on the notes payable due to Mr. Jeffs (November 30, 2021 - $5,533).

Subsequent to November 30, 2022, the Company received a further $27,000 from Mr. Jeffs secured by Collateral, and further $5,615, which were not secured by Collateral. Other terms of the loan agreements remained substantially the same.

F-6

As at November 30, 2022, the Company owed a total of $17,088 under a loan agreement with Mr. David Jeffs, the close relative of Mr. Richard Jeffs (May 31, 2022 - $17,710). The loan bears interest at 6% per annum compounded monthly, is unsecured, and payable on demand. During the six-month period ended November 30, 2022, the Company recorded $518 in interest on the principal (November 30, 2021 - $514). On January 24, 2023, the Company received a further $30,000 from Mr. David Jeffs. The loan bears interest at 10% per annum compounded monthly, is unsecured, and is payable on April 24, 2023. As of the date of the issuance of these condensed consolidated financial statements, this loan remains due and payable.

As at November 30, 2022, the Company owed a total of $27,748 under a loan agreement with a company of which Mr. David Jeffs is a director of (May 31, 2022- $26,928). The loan bears interest at 6% per annum compounded monthly, is unsecured, and is payable on demand. During the six-month period ended November 30, 2022, the Company recorded $820 in interest on the principal (November 30, 2021 - $773).

As at November 30, 2022, the Company owed a total of $12,275 under a loan agreement with Mrs. Jeffs, wife of Mr. Jeffs (May 31, 2022 - $12,722). The loan bears interest at 6% per annum compounded monthly, is unsecured, and is payable on demand. During the six-month period ended November 30, 2022, the Company recorded $372 in interest on the principal (November 30, 2021 - $369).

As at November 30, 2022, the Company owed $5,895 (May 31, 2022 - $6,110) under unsecured note payable with Mr. Hargreaves, the Company’s VP of Technology and Operations. During the six-month period ended November 30, 2022 the Company recorded $179 in interest on the note payable due to Mr. Hargreaves (November 30, 2021 - $1).

(2) Advances Payable

As at November 30, 2022, the Company owed a total of $39,819 (May 31, 2022 - $40,827) for advances the Company received in its fiscal 2020 and 2021 years. The advances are non-interest bearing, unsecured, and payable on demand. Of the total amount advanced, $3,715 was owed to Da Costa Management Corp, a company owned by John da Costa, the Company’s COO and Director (May 31, 2022 - $3,967), $11,104 (May 31, 2022 - $11,860) was owed to Brek Technologies Inc., a company controlled by Mr. da Costa and Mr. Jeffs (Note 2), and $25,000 (May 31, 2022 - $25,000) was owed to Mr. David Jeffs.

NOTE 4 - OTHER CURRENT ASSETS

As at November 30, 2022, other current assets consisted of $4,559 in prepaid expenses (May 31, 2022 - $8,189) and $1,650 in receivables associated with GST Cell MedX Canada paid on taxable supplies (May 31, 2022 - $8,775).

NOTE 5 - EQUIPMENT

Changes in the net book value of the equipment at November 30, 2022, and May 31, 2022 are as follows:

	November 30, 2022		May 31, 2022
Book value, beginning of the period	$	-	$	1,195
Amortization		-		(1,145)
Foreign exchange		-		(50)
Book value, end of the period	$	-	$	-

F-7

NOTE 6 - REVENUE

During the three- and six-month periods ended November 30, 2022, and 2021, the Company’s revenue consisted of sales of eBalance® devices, and monthly subscriptions to eBalance® microcurrent treatments. Following are the details of revenue and associated costs:

	Three months ended November 30,				Six months ended November 30,
	2022		2021		2022		2021
Monthly subscriptions	$	812	$	471	$	1,328	$	1,668
Sales of eBalance® devices		1,138		1,200		1,138		1,200
Cost of eBalance® devices and services		(1,123)		(551)		(1,904)		(860)
Royalty payable		(303)		(312)		(319)		(328)
Gross margin	$	524	$	808	$	243	$	1,680

NOTE 7 - NOTES AND ADVANCES PAYABLE

As at November 30, 2022, the Company owed a total of $112,245 under 6% notes payable which were due on demand (May 31, 2021 - $110,888). During the six-month period ended November 30, 2022, the Company recorded $3,339 in interest on these loans (November 30, 2021 - $3,192).

NOTE 8 - SHARE CAPITAL

During the six-month period ended November 30, 2022, the Company did not have any transactions that would have resulted in the issuance of its common shares.

Options

The changes in the number of stock options outstanding during the six-month period ended November 30, 2022, and for the year ended May 31, 2022, are as follows:

	Six months ended November 30, 2022			Year ended May 31, 2022
	Number of options	Weighted average exercise price		Number of options	Weighted average exercise price
Options outstanding, beginning	2,050,000	$	0.35	2,550,000	$	0.35
Options expired	(2,050,000)	$	0.35	(500,000)	$	0.35
Options outstanding, ending	-	$	n/a	2,050,000	$	0.35

As at November 30, 2022, all options had expired unexercised.

Warrants

The changes in the number of warrants outstanding during the six-month period ended November 30, 2022 and for the year ended May 31, 2022, are as follows:

	Six months ended November 30, 2022			Year ended May 31, 2022
	Number of warrants	Weighted average exercise price		Number of warrants	Weighted average exercise price
Warrants outstanding, beginning	2,988,000	$	0.67	16,132,605	$	1.02
Warrants exercised	-	$	n/a	(300,000)	$	0.20
Warrants expired	(988,000)	$	0.50	(12,844,605)	$	1.12
Warrants outstanding, ending	2,000,000	$	0.75	2,988,000	$	0.67

F-8

Details of warrants outstanding as at November 30, 2022, are as follows:

Number of warrants exercisable	Grant date	Exercise price
1,000,000	January 29, 2020	$0.50 expiring on March 12, 2023
1,000,000	January 29, 2020	$1.00 expiring on March 12, 2023
2,000,000

At November 30, 2022, the weighted average life and exercise price of the warrants was 0.28 years and $0.75, respectively. Subsequent to November 30, 2022, these warrants expired unexercised.

NOTE 9 - SUBSEQUENT EVENTS

Subsequent to November 30, 2022, the Company received $27,000 cash advance from Mr. Jeffs secured by Collateral, and further $5,615, which were not secured by Collateral. These loans are due on demand and accumulate interest at 6% per annum compounded monthly.

On January 24, 2023, the Company entered into two separate loan agreements for a total of $60,000, of which $30,000 was received from Mr. David Jeffs. The loans bear interest at 10% per annum compounded monthly, are unsecured, and payable on April 24, 2023. As of the date of the issuance of these condensed consolidated financial statements, these loans remain due and payable and are in default.

On April 11, 2023, the Company entered into an additional loan agreement for a total of $10,000. The loan bears interest at 10% per annum compounded monthly, is unsecured, and payable on demand.

On April 25, 2023, the Company entered into an additional loan agreement for a total of $7,341 (CAD$10,000) with Mr. David Jeffs. The loan bears interest at 10% per annum compounded monthly, is unsecured, and payable on demand.

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 condensed 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, 2022, filed with the United States Securities and Exchange Commission (the “SEC”) on April 7, 2023.

Overview

We were incorporated as Plandel Resources, Inc. under the laws of the State of Nevada on March 19, 2010. On April 26, 2016, we formed our wholly owned subsidiary, Cell MedX (Canada) Corp., (the “Subsidiary”) under the laws of the Province of British Columbia.

We are a biotech company focused on the discovery, development and commercialization of therapeutic and non-therapeutic products that promote general health, pain relief, wellness and alleviate complications associated with medical conditions including, but not limited to: diabetes, Parkinson’s disease, high blood pressure, neuropathy and kidney function. Our Subsidiary is engaged in development and manufacturing of therapeutic devices based on our proprietary eBalance® Technology, which harnesses power of microcurrents and their effects on human body.

Recent Corporate Developments

BCSC Cease Trade Order

On October 11, 2022, the British Columbia Securities Commission (the “BCSC”) issued a cease trade order in respect of the securities of the Company for failing to timely file its Annual Information Form (AIF), annual audited financial statements for the fiscal year ended May 31, 2022, and the related management’s discussion and analysis (collectively, the “Canadian Filings”). The Company’s inability to file the required Canadian Filings is due to the Company having insufficient funds to complete the audit of its annual financial statements. The Company had filed its Canadian Filings on April 7, 2023, and hopes to file its required quarterly filings under applicable United States securities laws, as soon as it is possible. However, at this time, the Company is unable to provide any further guidance on its ability to make the required quarterly filings.

Delisting from OTCQB Market Tier

Our securities currently trade on the “Expert Market” tier operated by OTC Markets. Quotes on the Expert Market are “Unsolicited Only” and are restricted from public viewing. The Company is currently in default of Section 2.2 of the OTCQB Standards relating to the Company’s ongoing disclosure obligations due to the late filing of its annual report for the year ended May 31, 2022, the interim periods ended August 31, 2022, and November 30, 2022 and for non-filing of the quarterly report for February 28, 2023. The Company is currently working to complete and file the required reports.

Update on eBalance® Research and Development Activities

Due to the Company’s financial situation, the Company was forced to suspend further research of the eBalance® Technology, including the FDA’s Pre-Market Approval process for 510(k) clearance, and is at risk of defaulting on its Health Canada Class II Medical Device System Certification licenses that were issued for both eBalance® Home and eBalance® Pro Systems.

Results of Operations for the Three and Six Months ended November 30, 2022 and 2021

Our operating results for the three- and six-month periods ended November 30, 2022 and 2021, and the changes in the operating results between those periods are summarized in the table below.

	Three Months Ended November 30,					Percentage Increase/ (Decrease)	Six Months Ended November 30,				Percentage Increase/ (Decrease)
	2022		2021			Percentage Increase/ (Decrease)	2022		2021		Percentage Increase/ (Decrease)
Sales	$	1,950		$	1,671	16.7%	$	2,466	$	2,868	(14.0)%
Cost of goods		(1,426)			(863)	65.2%		(2,223)		(1,188)	87.1%
Gross margin		524			808	(35.1)%		243		1,680	(85.5)%
Operating expenses
Amortization		-			203	(100.0)%		-		743	(100.0)%
Consulting fees		23,267			64,294	(63.8)%		46,932		129,108	(63.6)%
General and administrative expenses		86,899			75,390	15.3%		185,114		209,479	(11.6)%
Research and development costs		22,407			31,456	(28.8)%		45,250		67,297	(32.8)%
Total operating expenses		132,573			171,343	(22.6)%		277,296		406,627	(31.8)%
Interest		10,764			5,442	97.8%		20,445		10,382	96.9%
Net loss	$	142,813		$	175,977	(18.8)%	$	297,498	$	415,329	(28.4)%

Revenues

During the three-month period ended November 30, 2022, we recognized $1,138 in revenue from sales of eBalance® devices and $812 we received from monthly recurring revenue associated with the eBalance® treatment packages. The cost attributed to this revenue was $1,426. During the comparative three-month period ended November 30, 2021, we recognized $1,200 in revenue from sales of eBalance® devices and $471 we received from monthly recurring revenue associated with the eBalance® treatment packages. The cost attributed to this revenue was $863.

During the six-month period ended November 30, 2022, we recognized $1,138 in revenue from sales of eBalance® devices and $1,328 we received from monthly recurring revenue associated with the eBalance® treatment packages. The cost attributed to this revenue was $2,223. During the comparative six-month period ended November 30, 2021, we recognized $1,200 in revenue from sales of eBalance® devices and $1,668 we received from monthly recurring revenue associated with the eBalance® treatment packages. The cost attributed to this revenue was $1,188.

Operating Expenses

During the three-month period ended November 30, 2022, our operating expenses decreased by 22.6% from $171,343 we incurred during the three months ended November 30, 2021, to $132,573 we incurred during the three months ended November 30, 2022. The largest change was associated with decrease in consulting fees from $64,294 for the three-month period ended November 30, 2021, to $23,267 we incurred during the three months ended November 30, 2022, followed by decreased corporate communication fees of $7,953, as compared to $33,010, we incurred during the comparative period. These decreases were in part offset by a $27,000 increase in management fees from $10,500 we incurred during the three months ended November 30, 2022, to $37,500 we incurred during the three months ended November 30, 2022, and increase in foreign exchange loss of $17,321, from $17,056 we incurred during the three months ended November 30, 2021, to $34,377 we incurred during the three months ended November 30, 2022.

On a year-to-date basis, our operating expenses decreased by 31.8% from $406,627 we incurred during the six months ended November 30, 2021, to $277,296 we incurred during the six months ended November 30, 2022. The most significant changes were as follows:

·During the six-month period ended November 30, 2022, our consulting fees decreased by $82,176, or 63.6%, from $129,108 we incurred during the six-month period ended November 30, 2021, to $46,932 we incurred during the six-month period ended November 30, 2022.

·Our research and development fees for the six-month period ended November 30, 2022, decreased by $22,047, or 32.8%, from $67,297 we incurred during the six-month period ended November 30, 2021, to $45,250 we incurred during the six-month period ended November 30, 2022. The lower research and development fees during the six-month period ended November 30, 2022, were associated with our decision to suspend further development of the eBalance® devices due to lack of funding and unfavorable financial position.

·Our general and administrative fees for the six-month period ended November 30, 2022, decreased by $24,365, or 11.6%, from $209,479 we incurred during the six-month period ended November 30, 2021, to $185,114 we incurred during the six-month period ended November 30, 2022. The largest factor that contributed to this change was associated with our expenditures on corporate communications, which decreased by $73,583 to $15,902 we recorded during the six-month period ended November 30, 2022, as compared to $89,485 we incurred during the six-month period ended November 30, 2021. This reduction was associated with lack of funding and overall unfavorable financial position. Our filing and regulatory fees decreased by $8,949 to $8,227, and our audit and accounting fees decreased by $4,732 to $3,268. These decreases were in part offset by $54,000 increase to our management fees, which were associated with an engagement of our new CEO, and by $10,762 increase in loss on foreign exchange to $75,200.

Other Items

During the three-month period ended November 30, 2022, we accrued $10,764 (November 30, 2021 - $5,442) in interest associated with the outstanding notes payable.

During the six-month period ended November 30, 2022, we accrued $20,445 (November 30, 2021 - $10,382) in interest associated with the outstanding notes payable.

Liquidity and Capital Resources

Working Capital

	As at November 30, 2022		As at May 31, 2022		Percentage Increase/ (Decrease)
Current assets	$	24,022	$	41,344	(41.9)%
Current liabilities		2,223,357		2,050,375	8.4%
Working capital deficit	$	(2,199,335)	$	(2,009,031)	9.5%

As of November 30, 2022, we had a cash balance of $17,813, a working capital deficit of $2,199,335 and cash flows used in operations of $143,221 for the period then ended. During the six-month period ended November 30, 2022, we funded our operations with $137,372 we borrowed from Mr. Richard Jeffs under loan agreements accumulating interest at 6% per annum, compounded monthly, and due on demand.

We did not generate sufficient cash flows from our operating activities to satisfy our cash requirements for the six-month period ended November 30, 2022. The amount of cash 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 the outstanding 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.

Cash Flows

	Six months ended November 30,
	2022		2021
Cash flows used in operating activities	$	(143,221)	$	(268,249)
Cash flows provided by financing activities		137,372		284,875
Effects of foreign currency exchange on cash		(718)		(232)
Net increase/(decrease) in cash during the period	$	(6,567)	$	16,394

Net Cash Used in Operating Activities

Net cash used in operating activities during the six months ended November 30, 2022, was $143,221. This cash was primarily used to cover our cash operating expenses of $210,357, which were represented by net loss of $297,498 reduced by the non-cash items totaling $87,141, and to decrease our accounts payable by $6,173. These uses of cash were offset by $60,525 increase in amounts due to related parties, $2,497 increase to accrued liabilities, and $10,287 decrease to our current assets which include GST receivable and prepaid expenses.

Net cash used in operating activities during the six months ended November 30, 2021, was $268,249. This cash was primarily used to cover our cash operating expenses of $313,455, which were represented by net loss of $415,329 reduced by the non-cash items totaling $101,874, to decrease our accounts payable and accrued liabilities by $302 and $30,833, respectively, and to increase our other current assets by $6,269. These uses of cash were offset by $82,610 increase in amounts due to related parties.

Non-cash transactions

During the six-month period ended November 30, 2022, our net loss was affected by the following expenses that did not have any impact on cash used in operations:

·$20,445 (November 30, 2021 - $10,382) in interest we accrued on the outstanding notes payable;

·$66,696 in unrealized foreign exchange loss (November 30, 2021 - $53,674), which resulted from fluctuations of Canadian dollar, the functional currency of Cell MedX Canada, in relation to US dollar, the functional currency of our parent company, being also our reporting currency;

·$Nil (November 30, 2021 - $743) in amortization of equipment we acquired for our manufacturing operations and for our office; and

·$Nil (November 30, 2021 - $37,075 ) in non-cash investor relations expenses which were associated with fair market value of the shares we issued to our consultants for investor relation services.

Net Cash Used in Investing Activities

We did not have any investing activities during the six-month periods ended November 30, 2022 and 2021.

Net Cash Provided by Financing Activities

During the six-month period ended November 30, 2022, we received $137,372 under a number of loan agreements with Mr. Jeffs, which are payable on demand and accumulate interest at 6% per annum. On October 12, 2022, we reached an agreement with Mr. Jeffs to amend certain terms included in the loan agreements with him totaling $539,325. Under the amended terms, upon a default of any payment of the amount owed under the amended loan agreements, Mr. Jeffs will have full right and title of ownership to our eBalance® Technology and any and all products developed by us and our subsidiary that are based on the eBalance® Technology, as well as all eBalance® trademarks and certifications we were granted. All other terms of the loan agreements, including repayment date and interest rate, remained substantially the same.

During the six-month period ended November 30, 2021, we received $119,000 under loan agreements with Mr. Jeffs, which are payable on demand and accumulate interest at 6% per annum, we received an additional $5,875 from Mr. Hargreaves, our VP of Technology and Operations; this loan is also payable on demand and accumulates interest at 6% per annum. In addition, we received $100,000 on closing of our non-brokered private placement for 400,000 shares of our common stock at $0.25 per share. We did not incur any share-issuance costs associated with the shares issued as part of the private placement financing. In addition, we received $60,000 on exercise of the warrants to acquire 300,000 shares of our common stock at $0.20 per share.

Going Concern

The notes to our unaudited condensed consolidated financial statements as at November 30, 2022, disclose our uncertain ability to continue as a going concern. Our current business operations are in an early development stage and as such, we were able to generate only minimal revenue from the operations. Our research and development as well as marketing plans require large capital expenditures. Due to the financial difficulties the Company faces, we

decided to abandon the research and development plans associated with our eBalance® technology, until such time that the Company has regained its financial stability. The management is planning to mitigate the Company’s shortfall in funds through equity or debt financing.

As at November 30, 2022, we had accumulated a deficit of $9,955,233 since inception and additional funding will be required to 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 condensed consolidated interim financial statements do not give effect to any adjustments that would be necessary should we be unable to continue as a going concern and therefore be required to realize our assets and discharge our liabilities in other than the normal course of business and at amounts different from those reflected in our financial statements.

Off-Balance Sheet Arrangements

None.

Critical Accounting Policies

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

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

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, 2022. 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 November 30, 2022, 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.

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 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 the eBalance® Technology and products based on this technology.

Our products are 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 may 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, 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.

Inability to protect and enforce our intellectual property rights could adversely affect our financial results.

Intellectual property rights, including patents, trade secrets, confidential information, trademarks, tradenames, and other forms of trade dress, are important to our business. An inability to defend, protect and enforce our intellectual property rights could adversely affect our financial results, even if we are successful in developing and marketing products based on the eBalance® Technology. In addition, an adverse outcome in any litigation or interference proceeding could subject us to significant liabilities to third parties and require us to cease using the technology that is at issue or to license the technology from third parties. In addition, a finding that any of our intellectual property rights are invalid could allow our competitors to compete more easily and cost-effectively. Thus, an unfavorable outcome in any patent litigation or interference proceeding could have a material adverse effect on our business, financial condition, or results of operations.

The cost to us of any patent litigation or interference proceeding could be substantial. Uncertainties resulting from the initiation and continuation of patent litigation or interference proceedings could have a material adverse effect on our ability to compete in the marketplace. Patent litigation and interference proceedings could also absorb significant management time.

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.

Further research our eBalance® Technology and development of products based on the technology required substantial investment. Due to our current financial situation, we had to pause our plans for further research and development. In order to continue development of 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 will be required to face 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 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. 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 limited operating history and thus our progress as well as potential future success cannot be reasonably estimated. Success has yet to be proven and 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 $9,955,233 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 research and development of our eBalance® Technology, we must secure more funds. Currently, we have limited resources and have already accumulated a deficit. We do not have immediate sources of financing. Financing may be subject to numerous factors including investor sentiment, acceptance of our technology and so on. 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 exceedingly difficult. Private sales are more difficult and often give lower than anticipated prices.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

We are an OTC reporting issuer under applicable Canadian securities laws. The British Columbia Securities Commission has issued a cease trade order in respect of our securities for failing to comply with our reporting obligations under applicable Canadian securities laws.

As an “OTC reporting issuer” under applicable Canadian securities laws, we are required to make periodic filings with applicable Canadian securities authorities, including annual and interim financial statements and management’s discussion & analysis relating to those periods. Due to a lack of sufficient funds, we were late filing our Annual Report for the fiscal year ended May 31, 2022, and for the interim periods ended August 31, 2022, and November 30, 2022. We have not yet made the required filings for the interim period ended February 28, 2023. On October 11, 2022, the British Columbia Securities Commission issued a cease trade order in respect of our securities. As a result of this order, holders of our securities in Canada will not be able to trade in our securities until the order is revoked.

No assurance that forward-looking assessments will be realized.

Our ability to accomplish our objectives and whether or not we are financially successful is dependent upon numerous factors, each of which could have a material effect on the results obtained. Some of these factors are in the discretion and control of management and others are beyond management’s control. The assumptions and hypotheses used in preparing any forward-looking assessments contained herein are considered reasonable by management. There can be no assurance, however, that any projections or assessments contained herein or otherwise made by management will be realized or achieved at any level.

FOR ALL OF THE AFORESAID REASONS AND OTHERS SET-FORTH AND NOT SET-FORTH HEREIN, AN INVESTMENT IN OUR SECURITIES INVOLVES A CERTAIN DEGREE OF RISK. ANY PERSON CONSIDERING TO INVEST IN OUR SECURITIES SHOULD BE AWARE OF THESE AND OTHER FACTORS SET-FORTH IN THIS REPORT AND IN THE OTHER REPORTS AND DOCUMENTS THAT WE FILE FROM TIME TO TIME WITH THE SEC AND SHOULD CONSULT WITH HIS/HER LEGAL, TAX, AND FINANCIAL ADVISORS PRIOR TO MAKING AN INVESTMENT IN OUR SECURITIES. AN INVESTMENT IN OUR SECURITIES SHOULD ONLY BE ACQUIRED BY PERSONS WHO CAN AFFORD TO LOSE THEIR TOTAL INVESTMENT.

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

None.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit
Number		Description of Document
3.1		Articles of Incorporation (2)
3.2		Articles of Merger - Sports Asylum, Inc. and Plandel Resources, Inc.(3)
3.3		Articles of Merger - Cell MedX Corp. and Sports Asylum, Inc.(3)
3.4		Bylaws (1)
4.1		Specimen Stock Certificate (1)
10.1		Technology Purchase Agreement dated October 16, 2014 among Cell MedX Corp., Jean Arnett, and Brad Hargreaves.(4)
10.2		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.(5)
10.3		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.(6)
10.4		Stock Option Agreement dated August 5, 2015 among Cell MedX Corp. and Frank E. McEnulty.(7)
10.5		Stock Option Agreement dated August 24, 2017 among Cell MedX Corp. and Yanika Silina(8)
10.6		Stock Option Agreement dated August 24, 2017 among Cell MedX Corp. and Da Costa Management Corp.(8)
10.7		Stock Option Agreement dated August 24, 2017 among Cell MedX Corp. and John Giovanni Di Cicco.(8)
10.8		Intellectual Property Royalty Agreement between Cell MedX Corp. and Brek Technologies Inc., dated for reference September 6, 2018.(9)
10.9		Royalty Agreement between Cell MedX Corp. and Mr. Richard Norman Jeffs, dated for reference September 6, 2018.(9)
10.10		Credit Line Agreement dated December 27, 2018, between Richard Norman Jeffs and Cell MedX Corp.(10)
10.11		Distribution Agreement between Cell MedX Corp. and Live Current Media, Inc., dated for reference March 21, 2019. (11)
10.12		Loan Agreement and Note Payable dated September 4, 2019, among Cell MedX Corp. and Longview Investment Limited (12)
10.13		Loan Agreement and Note Payable dated September 6, 2019, among Cell MedX Corp. and Rain Communications Corp. (12)
10.14		Loan Agreement and Note Payable dated September 16, 2019, among Cell MedX Corp. and Longview Investment Limited(12)
10.15		Loan Agreement and Note Payable dated September 19, 2019, among Cell MedX Corp. and Rain Communications Corp. (12)
10.16		Loan Agreement and Note Payable dated September 20, 2019, among Cell MedX Corp. and Longview Investment Limited(12)
10.17		Loan Agreement and Note Payable dated October 30, 2019, among Cell MedX Corp. and Longview Investment Limited (12)
10.18		Loan Agreement and Note Payable dated October 30, 2019, among Cell MedX Corp. and Rain Communications Corp. (12)
10.19		Loan Agreement and Note Payable dated December 3, 2019, among Cell MedX Corp. and Longview Investment Limited (13)
10.20		Loan Agreement and Note Payable dated January 6, 2020, among Cell MedX Corp. and Longview Investment Limited(13)
10.21		Loan Agreement and Note Payable dated January 9, 2020, among Cell MedX Corp. and Longview Investment Limited(13)

Exhibit
Number		Description of Document
10.22		Loan Agreement and Note Payable dated January 31, 2020, among Cell MedX Corp. and Longview Investment Limited(13)
10.23		Buyback agreement between Live Current Media Inc. and Cell MedX Corp., dated January 29, 2020.(14)
10.24		Loan Agreement and Note Payable dated February 17, 2020, among Cell MedX Corp. and Longview Investment Limited(13)
10.25		Loan Agreement and Note Payable dated March 4, 2020, among Cell MedX Corp. and Longview Investment Limited(13)
10.26		Loan Agreement and Note Payable dated March 25, 2020, among Cell MedX Corp. and Longview Investment Limited(13)
10.27		Loan Agreement and Note Payable dated April 13, 2020, among Cell MedX Corp. and Longview Investment Limited(15)
10.28		Loan Agreement dated July 3, 2020, among Cell MedX Corp. and David Jeffs. (15)
10.29		Loan Agreement and Note Payable dated November 30, 2020, among Cell MedX Corp. and Tradex Capital Corp.(15)
10.30		Loan Agreement and Note Payable dated September 2, 2020, among Cell MedX Corp. and Rain Communications Corp.(16)
10.31		Loan Agreement and Note Payable dated October 26, 2020, among Cell MedX Corp. and Rain Communications Corp.(16)
10.32		Loan Agreement and Note Payable dated December 14, 2020, among Cell MedX (Canada) Corp. and Richard Jeffs.(17)
10.33		Loan Agreement and Note Payable dated December 23, 2020, among Cell MedX (Canada) Corp. and Richard Jeffs.(17)
10.34		Loan Agreement and Note Payable dated January 21, 2021, among Cell MedX Corp. and Rain Communications Corp. (17)
10.35		Loan Agreement and Note Payable dated February 16, 2021, among Cell MedX Corp. and Rain Communications Corp.(17)
10.36		Loan Agreement and Note Payable dated March 29, 2021, among Cell MedX (Canada) Corp. and Susan Jeffs.(19)
10.37		Loan Agreement and Note Payable dated April 15, 2021, among Cell MedX Corp. and Richard Jeffs.(19)
10.38		Loan Agreement and Note Payable dated May 18, 2021, among Cell MedX Corp. and Richard Jeffs.(19)
10.39		Independent Contractors Services Agreement between the Company and Mr. Issacs and Mr. Cavalli dated for reference May 24, 2021.(18)
10.40		Independent Contractors Services Agreement between the Company and Jim MacFarlane, dba Griffith Armada Capital, dated for reference May 24, 2021.(18)
10.41		Loan Agreement and Note Payable dated June 22, 2021, among Cell MedX (Canada) Corp. and Richard Jeffs.(19)
1 0 .42		Loan Agreement and Note Payable dated October 7, 2021, among Cell MedX (Canada) Corp. and Richard Jeffs.(20)
1 0 .43		Loan Agreement and Note Payable dated October 26, 2021, among Cell MedX (Canada) Corp. and Richard Jeffs. (20)
10.44		Loan Agreement and Note Payable dated November 24, 2021, among Cell MedX (Canada) Corp. and Richard Jeffs. (20)
10 .45		Loan Agreement and Note Payable dated November 29, 2021, among Cell MedX Corp. and Bradley Hargreaves. (20)

Exhibit
Number		Description of Document
10.46		Loan Agreement and Note Payable dated December 30, 2021, among Cell MedX (Canada) Corp. and Richard Jeffs. (21)
10.47		Loan Agreement and Note Payable dated January 27, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (21)
10.48		Loan Agreement and Note Payable dated February 24, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (21)
10.49		Loan Agreement and Note Payable dated March 29, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (21)
10.50		Loan Agreement and Note Payable dated April 28, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (23)
10.51		Loan Agreement and Note Payable dated May 31, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (23)
10.52		Loan Agreement and Note Payable dated June 27, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (23)
10.53		Loan Agreement and Note Payable dated July 28, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (23)
10.54		Loan Agreement and Note Payable dated October 3, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(22)
10.55		Loan Agreement and Note Payable dated October 11, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (22)
10.56		Loan Agreement and Note Payable dated October 11, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (22)
10.57		Loan Agreement and Note Payable dated October 11, 2022, among Cell MedX Corp. and Richard Jeffs. (22)
10.58		Loan Agreement and Note Payable dated October 11, 2022, among Cell MedX Corp. and Richard Jeffs. (22)
10.59		Loan Agreement dated September 2, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(23)
10.60		Loan Agreement dated September 6, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(23)
10.61		Loan Agreement dated November 3, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(23)
10.62		Loan Agreement dated November 28, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(23)
10.63		Loan Agreement dated December 30, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(23)
10.64		Loan Agreement dated January 24, 2023, among Cell MedX Corp. and David Jeffs.(23)
10.65		Loan Agreement dated January 24, 2023, among Cell MedX Corp. and Amir Vahabzadeh.(23)
10.66		Loan Agreement dated January 30, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(23)
10.67		Loan Agreement dated April 11, 2023, among Cell MedX Corp. and Amir Vahabzadeh.
10.68		Loan Agreement dated April 25, 2023, among Cell MedX Corp. and David Jeffs.
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.

Exhibit
Number		Description of Document
32.2		Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101		The following materials from this Quarterly Report on Form 10-Q for the three-month periods ended November 30, 2022 and 2021 formatted in iXBRL (extensible Business Reporting Language):
		(1) Unaudited Condensed Consolidated Balance Sheets at November 30, 2022 and as at May 31, 2022.
		(2) Unaudited Condensed Consolidated Statements of Operations for the three-month periods ended November 30, 2022 and 2021.
		(3) Unaudited Condensed Consolidated Statement of Stockholders’ Deficit as at November 30, 2022.
		(4) Unaudited Condensed Consolidated Statements of Cash Flows for the three-month periods ended November 30, 2022 and 2021.

(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 Quarterly Report on Form 10-Q filed with the SEC on October 9, 2014

(4)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with SEC on October 17, 2014

(5)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with SEC on November 3, 2014

(6)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with SEC on November 18, 2014

(7)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on August 11, 2015

(8)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on October 17, 2017

(9)Filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on September 13, 2018

(10)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on December 31, 2018

(11)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on March 27, 2019

(12)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on January 14, 2020

(13)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on April 14, 2020

(14)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on January 31, 2020

(15)Filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on September 15, 2020

(16)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on January 14, 2021

(17)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on April 9, 2021

(18)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on May 26, 2021

(19)Filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on August 30, 2021

(20)Filed as an exhibit to the Company’s Annual Report on Form 10-Q filed with the SEC on January 12, 2022

(21)Filed as an exhibit to the Company’s Annual Report on Form 10-Q filed with the SEC on April 14, 2022

(22)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on October 18, 2022

(23)Filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on April 7, 2023

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: May 19, 2023	By:	/s/ Dwayne Yaretz
		Dwayne Yaretz
		Chief Executive Officer and Director
		(Principal Executive Officer)


Date: May 19, 2023	By:	/s/Yanika Silina
		Yanika Silina
		Chief Financial Officer and Director
		(Principal Accounting Officer)