Stimcell Energetics (STME) 10-Q2025 Q1 Quarterly report

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 August 31, 2024

or

☐  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)

(844) 238-2692

(Registrant’s telephone number, including area code)

N/A

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

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

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. ☐

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

The number of shares of the Registrant’s common stock, par value $.001 per share, outstanding as of October 15, 2024, was 297,236,373.

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CONTENTS

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

The accompanying unaudited condensed consolidated financial statements of Cell MedX Corp. as at August 31, 2024, 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, 2024, are not necessarily indicative of the results that can be expected for the year ending May 31, 2025.

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.

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CELL MEDX CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

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)

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

F-2

CELL MEDX CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

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

AUGUST 31, 2024

(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”, or the “Subsidiary”) 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, 2024, included in the Company’s Annual Report on Form 10-K, filed with the SEC on August 29, 2024. The interim unaudited condensed consolidated financial statements for the three months ended August 31, 2024, 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 months ended August 31, 2024, are not necessarily indicative of the results that may be expected for the year ending May 31, 2025.

Going concern

The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. As of August 31, 2024, the Company has not achieved profitable operations and has accumulated a deficit of $10,362,182. 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 August 31, 2024, and at May 31, 2024:

(1)During the three-month period ended August 31, 2024, an entity controlled by a director and a significant shareholder, agreed to forgive a total of $3,165 the Company owed for royalties. The forgiveness of royalties payable was recorded as part of additional paid-in capital. 

(2)LIVC is related to the Company through Mr. Ahdoot, significant shareholder of LIVC, who is also the Company’s significant shareholder. 

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

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During the three-month periods ended August 31, 2024 and 2023, the Company had the following transactions with related parties:

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 August 31, 2024 and May 31, 2024:

(1) Related Party Loans Payable

As at August 31, 2024, the Company owed a total of $95,854 under 6% notes payable due to related parties (May 31, 2024 - $93,733) of which $15,903 was associated with interest accrued on the principal balances owed under the notes payable (May 31, 2024 - $14,600).

As at August 31, 2024, the Company owed a total of $225,434 under 10% notes payable due to related parties (May 31, 2024 - $219,757) of which $28,022 was associated with interest accrued on the principal balances owed under the notes payable (May 31, 2024 - $22,424).

Notes payable with Mr. Richard Jeffs

As at August 31, 2024, the Company owed a total of $65,036 (May 31, 2024 - $63,376) under the notes payable with Mr. Richard Jeffs, a significant shareholder of the Company and the father of the Company’s CEO and President, Mr. David Jeffs. Of the total amount owed, $10,085 (May 31, 2024 - $9,014) was associated with accrued interest. The notes payable are due on demand and accumulate interest at 6% annual interest compounded monthly. During the three-month period ended August 31, 2024, the Company recorded $960 in interest on the notes payable due to Mr. Richard Jeffs (August 31, 2023 - $9,763).

Notes payable with Mr. David Jeffs

As at August 31, 2024, the Company owed a total of $43,674 under loan agreements with Mr. David Jeffs, the Company’s CEO, director, and a significant shareholder (May 31, 2024 - $42,502). The loans accrue 10% annual interest compounded monthly, are unsecured and payable on demand. The $30,000 loan was payable on April 24, 2023, and is therefore in default as at the date of these condensed consolidated financial statements. During the three-month period ended August 31, 2024, the Company recorded $1,080 in interest on the principal (August 31, 2023 - $1,257).

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As at August 31, 2024, the Company owed a total of $30,818 under a loan agreement with a company of which Mr. David Jeffs is a director of (May 31, 2024- $30,357). The loan bears interest at 6% per annum compounded monthly, is unsecured, and is payable on demand. During the three-month period ended August 31, 2024, the Company recorded $461 in interest on the principal (August 31, 2023 - $435).

Notes payable with Mr. Amir Vahabzadeh

As at August 31, 2024, the Company owed a total of $114,228 under loan agreements with Mr. Vahabzadeh, a director and a significant shareholder (May 31, 2024 - $111,396). The loans are unsecured, and bear 10% annual interest compounded monthly. A $30,000 note payable included in the total due was payable on April 24, 2023, and as of the date of these condensed consolidated financial statements is in default. The remaining notes payable, totaling $70,000, are payable on demand. During the three-month period ended August 31, 2024, the Company recorded $2,831 in interest on the principal (August 31, 2023 - $2,323).

Notes payable with a significant shareholder

As at August 31, 2024, the Company owed $67,534 (May 31, 2024 - $65,859) under unsecured notes payable with the Company’s significant shareholder (“Mr. Ahdoot”). The loans are unsecured, and bear 10% annual interest compounded monthly. During the three-month period ended August 31, 2024, the Company recorded $1,674 in interest on the principal (August 31, 2023 - $1,275).

(2) Advances Payable

As at August 31, 2024, the Company owed a total of $11,119 (May 31, 2024 - $11,000) for an advance the Company received in its fiscal 2020 year from an entity controlled by Mr. David Jeffs. The advance is non-interest bearing, unsecured, and payable on demand.

NOTE 4 - OTHER CURRENT ASSETS

As at August 31, 2024, other current assets consisted of $450 in prepaid expenses (May 31, 2024 - $900) and $1,395 in receivables associated with GST Cell MedX Canada paid on taxable supplies (May 31, 2024 - $1,807).

NOTE 5 - SHARE CAPITAL

During the three-month period ended August 31, 2024, the Company did not have any transactions that would have resulted in the issuance of its common shares.

Options

As at August 31, 2024 and May 31, 2024, the Company did not have any share purchase options issued and exercisable.

Warrants

The changes in the number of warrants outstanding during the three-month period ended August 31, 2024, and for the year ended May 31, 2024, are as follows:

The warrants issued and outstanding as at August 31, 2024, can be exercised into shares of the Company’s common stock at $0.04 per share until September 12, 2024, and at $0.05 per share until March 12, 2026, their expiry date.

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

The following discussion of the Company’s financial condition and results of operations should be read in conjunction with the Company’s 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 the Company’s Annual Report on Form 10-K for the year ended May 31, 2024, filed with the United States Securities and Exchange Commission (the “SEC”) on August 29, 2024.

Overview

The Company was incorporated under the laws of the State of Nevada on March 19, 2010. On April 26, 2016, the Company formed a wholly owned subsidiary, Cell MedX (Canada) Corp., (the “Subsidiary”) under the laws of the Province of British Columbia.

Cell MedX is a biotech company focused on the discovery, development and commercialization of therapeutic and non-therapeutic products that promote general health, anti-aging, pain relief, wellness and alleviate complications associated with medical conditions including, but not limited to: diabetes, insulin resistance, high blood pressure, neuropathy and kidney function. Cell MedX (Canada) is engaged in development and manufacturing of therapeutic devices based on the proprietary eBalance® Technology, which harnesses the power of microcurrents and their effects on the human body.

Results of Operations for the Three Months ended August 31, 2024 and 2023

Operating results for the three-month periods ended August 31, 2024 and 2023, and the changes in the operating results between those periods are summarized in the table below.

Revenues

The Company did not have any revenue-generating activities during the three-month periods ended August 31, 2024 and 2023.

Operating Expenses

During the three-month period ended August 31, 2024, operating expenses increased by 16.8% from $51,054 incurred during the three months ended August 31, 2023, to $59,636 incurred during the three months ended August 31, 2024. The largest change was associated with $22,500 the Company incurred in management fees as compared to no management fees incurred during the comparative three-month period ended August 31, 2023. In addition, the Company incurred $34,894 in consulting fees, which increased by $4,893 as compared to $30,001 the Company incurred during the three-month period ended August 31, 2023. These increases were offset by a decrease in general

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and administrative expenses, which were reduced by $9,705, from $26,156 for the three-month period ended August 31, 2023, to $16,451 for the three-month period ended August 31, 2024. This change was mostly caused by a $10,232 reduction in accounting and audit fees, which was in part offset by a $3,744 increase in corporate communications.   

Other Items

During the three-month period ended August 31, 2024, the Company accrued $7,006 (August 31, 2023 - $17,070) in interest associated with outstanding notes payable to related parties and $1,846 (August 31, 2023 - $8,830) interest accrued on other vendor payables.

During the same period, the Company discharged outstanding debt to its vendors due to the balances exceeding the statute of limitations, which resulted in gain on forgiveness of debt of $1,569. There were no similar transactions for the three-month period ended August 31, 2023.

Liquidity and Capital Resources

Working Capital

As of August 31, 2024, the Company had a cash balance of $20,552, a working capital deficit of $908,730, and cash flows used in operations of $22,917 for the period then ended. During the three-month period ended August 31, 2024, the Company funded its operations with $75,000 received in subscriptions to units of its common stock, which were issued on the close of the non-brokered private placement financing on March 12, 2024.

The Company did not generate sufficient cash flows from its operating activities to satisfy its cash requirements for the three-month period ended August 31, 2024. The amount of cash generated from the operations to date is significantly less than the Company’s current debt obligations. There is no assurance that the Company will be able to generate sufficient cash from operations to repay the amounts owing under the outstanding notes and advances payable, or to service other debt obligations.  If the Company is unable to generate sufficient cash flow from operations to repay the amounts owing when due, it 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 the Company will be able to continue as a going concern.

Cash Flows

Net Cash Used in Operating Activities

Net cash used in operating activities during the three months ended August 31, 2024, was $22,917. This cash was primarily used to cover cash operating expenses of $74,159, which were represented by a net loss of $66,919 reduced by the non-cash items totaling $7,240, and to decrease accrued liabilities by $21,361. These uses of cash were offset by a $51,026 increase in amounts due to related parties, a $20,702 increase to accounts payable, and an $875 decrease in other current assets, which include GST receivable and prepaid expenses.

Net cash used in operating activities during the three months ended August 31, 2023, was $40,357. This cash was primarily used to cover the Company’s cash operating expenses of $56,460, which were represented by net loss of

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$76,953 reduced by the non-cash items totaling $20,493, and to decrease accounts payable by $1,263. These uses of cash were offset by $10,700 increase in amounts due to related parties, $5,916 increase to accrued liabilities, and $750 decrease in other current assets.

Non-cash transactions

During the three-month period ended August 31, 2024, net loss was affected by the following expenses that did not have any impact on cash used in operations:

·$1,569 gain on forgiveness of debt (August 31, 2023 - $Nil), which was associated with outstanding debt the Company carried on its books that exceeded the statute of limitations; 

·$7,006 (August 31, 2023 - $17,070) in interest accrued on the outstanding notes due to related parties; 

·$1,846 (August 31, 2023 - $8,830) in interest accrued on the vendor payables; and 

·$14,523 in unrealized foreign exchange gain (August 31, 2023 - $5,407), which resulted from fluctuations of Canadian dollar, the functional currency of Cell MedX Canada, in relation to the US dollar, the functional currency of the parent company, being also the Company’s reporting currency. 

Net Cash Used in Investing and Financing Activities

The Company did not have any investing or financing activities during the three-month periods ended August 31, 2024 and 2023.

Going Concern

The notes to the Company’s unaudited condensed consolidated financial statements as at August 31, 2024, disclose an uncertain ability for the Company to continue as a going concern. The Company’s current business operations are in an early development stage and as such, its ability to generate revenue from the operations is very minimal. The Company's research and development as well as marketing plans require large capital expenditures. Due to the financial difficulties the Company faces, the research and development plans associated with the eBalance® technology were abandoned until such time that the Company has regained its financial stability. Management is planning to mitigate the Company’s shortfall in funds through equity or debt financing.

As at August 31, 2024, the Company had accumulated a deficit of $10,362,182 since inception and additional funding will be required to support the operations. The Company’s continuation as a going concern depends upon the continued financial support of its shareholders, its ability to obtain necessary debt or equity financing to continue operations, and the attainment of profitable operations. The unaudited condensed consolidated interim financial statements do not give effect to any adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the Company’s financial statements.

Off-Balance Sheet Arrangements

None.

Critical Accounting Policies

An appreciation of the Company’s critical accounting policies is necessary to understand its financial results. These policies may require management to make difficult and subjective judgments regarding uncertainties, and as a result, such estimates may significantly impact the 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. The Company has applied its 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

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Item 4. Controls and Procedures

The Company’s 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 the Company in the reports that it files or submits 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 the Company’s management of the effectiveness of the design and operation of its disclosure controls and procedures as of August 31, 2024. Based on that evaluation, the Company’s management concluded that the 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, 2024, there were no changes in the internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s 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 the securities of Cell MedX Corp. Prospective investors should carefully read this Quarterly Report on Form 10-Q and consider the following risk factors when deciding whether to purchase the securities of the Company.

The risk factors outlined below are some of the known, substantial, material and potential risks that could adversely affect the Company’s business, financial condition, operating results and common share value. The Company cannot assure that it will successfully address these or any unknown risks and a failure to do so can have a negative impact on your investment. The Company may encounter risks in addition to those described below. Additional risks and uncertainties not currently known, or that are currently deemed to be immaterial, may also impair or adversely affect the Company’s business, financial condition or results of operation.

Risks Associated with the Company and Industry it Operates in

The Company operates in a highly competitive market. The Company faces competition from large, well established medical device manufacturers and pharmaceutical companies in the market for treatment of pain and management of diabetes and related ailments. Many of these companies are very well accepted by health practitioners and have significant resources, and the Company 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. The Company competes 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 the Company’s target market they could threaten its position in the market.

The Company is subject to numerous governmental regulations which can increase its costs of developing the eBalance® Technology and products based on this technology.

The Company’s 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, the Company’s 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 the Company 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 the Company’s 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. The Company cannot predict the timing or impact of any future rulemaking.

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Inability to protect and enforce the Company’s intellectual property rights could adversely affect its financial results.

Intellectual property rights, including patents, trade secrets, confidential information, trademarks, tradenames, and other forms of trade dress, are important to the Company’s business. An inability to defend, protect and enforce its intellectual property rights could adversely affect the financial results, even if the Company is successful in developing and marketing products based on the eBalance® Technology. In addition, an adverse outcome in any litigation or interference proceeding could subject the Company to significant liabilities to third parties and require the Company  to cease using the technology that is at issue or to license the technology from third parties. In addition, a finding that any of the Company’s intellectual property rights are invalid could allow the Company’s 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 the Company’s business, financial condition, or results of operations.

The cost to the Company 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 the Company’s ability to compete in the marketplace. Patent litigation and interference proceedings could also absorb significant management time.

Competitors’ intellectual property may prevent the Company from selling its products or have a material adverse effect on its future profitability and financial condition.

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

The Company’s research and development efforts may not result in the development of commercially successful products based on its eBalance® Technology, which may hinder its profitability and future growth.

The Company plans to continue to further research the eBalance® Technology and develop products based on the Technology.  In order to develop commercially marketable products, the Company 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. The Company must make ongoing substantial expenditures without any assurance that its 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 the Company successfully develops marketable products or commercially develop its current Technology, it 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. The Company cannot state with certainty when or whether its products under development will be launched, whether it 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 the Company’s products to become obsolete, causing its revenues and operating results to suffer.

New products and technological advances by the Company’s competitors may negatively affect its results of operations.

The Company’s products face intense competition from its competitors. Competitors’ products may be safer, more effective, more effectively marketed or sold, or have lower prices or superior performance features than the

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Company’s products. The Company cannot predict with certainty the timing or impact of the introduction of competitors’ products.

Significant safety concerns could arise for the Company’s products, which could have a material adverse effect on its 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, the Company may be required to amend the conditions of use for a product. For example, the Company 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 its product, sales of the product could be halted by the Company or by regulatory authorities. Safety issues affecting suppliers’ or competitors’ products also may reduce the market acceptance of the Company’s products.

Inability to attract and maintain key personnel may cause the Company’s business to fail.

Success depends on the acquisition of key personnel. The Company will have to compete with other companies both within and outside the healthcare industry to recruit and retain competent employees and consultants. If the Company cannot maintain qualified personnel to meet the needs of its anticipated growth, we could face material adverse effects on the Company’s business and financial condition.

The Company lacks operating history and to date has generated only minimal revenues. If the Company cannot increase its revenue to start generating profits, its investors may lose their entire investment.

To date, the Company has generated only minimal revenues. No profits have been made to date and if the Company fails to make any then it may fail as a business and an investment in its common stock will be worth nothing. The Company has a limited operating history and thus its 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 the Company enters commercial production of devices based on the eBalance® Technology, of which there is no assurance. As a new business, the Company faces all the risks of a ‘start-up’ venture including unforeseen costs, expenses, problems, and management limitations and difficulties. Since inception, the Company has accumulated deficit of $10,362,182 and there is no guarantee, that it may ever be able to turn a profit or locate additional opportunities, hire additional management and other personnel.

The Company needs to acquire additional financing, or its business will fail.

The Company must obtain additional capital, or its business will fail. In order to continue development of its eBalance® Technology, apply for medical licenses, FDA approvals, and to carry out its additional observational and clinical trials, the Company must secure more funds. Currently, the Company has limited resources and has already accumulated a deficit. The Company does not have immediate sources of financing. Financing may be subject to numerous factors including investor sentiment, acceptance of the Company’s technology and so on. The Company may also have to borrow large sums of money that require substantial capital and interest payments.

Risks related to the Company’s stock

The Company expects to raise additional capital through the offering of more shares, which will result in dilution to its current shareholders.

Raising additional capital through future offerings of common stock is expected to be necessary for the Company to continue. However, there is no guarantee that the Company 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 the Company’s shareholders.

The Company expects to convert some of the existing debt into shares of its common stock, which will result in dilution to its current shareholders.

In December 2023, the Company issued 231,813,310 shares of its common stock on conversion of a total of $1,622,693 in current liabilities, which resulted in a decrease to its working capital deficit. In order to reduce the

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Company’s liabilities and improve its financial position further, the Company may continue converting its remaining debt to shares of common stock. Issuance of additional stock increases the total number of shares issued and outstanding resulting in decrease of the percentage interest held by each of the Company’s shareholders, further diluting their position.

Due to the current financial situation, and to improve likelihood of successful financing in the future the Company may decide to consolidated issued and outstanding shares of its common stock.

In order to improve the financial position, the Company may elect to consolidate its issued and outstanding shares of common stock. The effect of a share consolidation on the per share trading price of the Company’s common stock cannot be predicted with any certainty, and the history of share consolidations for other companies is varied, particularly since some investors may view a share consolidation negatively. It is possible that the per share trading price of the Company’s common stock after a share consolidation would not increase in the same proportion as the reduction in the number of the Company’s outstanding shares of common stock following the share consolidation or at all, and a share consolidation may not result in a per share trading price that would attract investors who do not trade in lower priced stocks. The Company cannot assure you that, if a share consolidation is implemented, its common stock will be more attractive to investors. If the Company implements a share consolidation, the per share trading price of its common stock may decrease due to factors unrelated to the share consolidation, including its future performance. If a share consolidation is consummated and the per share trading price of the Company’s common stock declines, the percentages decline as an absolute number and as a percentage of the Company’s overall market capitalization may be greater than would occur in the absence of a share consolidation.

A share consolidation may decrease the liquidity of the Company’s common stock and result in higher transaction costs. The liquidity of the Company’s common stock may be negatively impacted by a share consolidation, given the reduced number of shares that would be outstanding after the share consolidation, particularly if the per share trading price does not increase as a result of the share consolidation. In addition, if a share consolidation is implemented, it will increase the number of the Company’s stockholders who own “odd lots” of fewer than 100 shares of common stock. Brokerage commission and other costs of transactions in odd lots are generally higher than the costs of transactions of more than 100 shares of common stock.

There is a limited market for the Company’s common stock meaning that its shareholders may not be able to resell their shares.

The Company’s 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 the Company’s 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 the Company’s operations, the competition of other companies’ shares, its ability to generate future revenues, and market perception about future of microcurrent technologies.

Because the Company 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 the Company’s securities constitute “penny stocks” within the meaning of the rules, the rules apply to the Company and to its securities. The rules may further affect the ability of owners of shares to sell the Company’s securities in any market that might develop for them. As long as the quotation price of the Company’s 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:

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·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 the Company’s stock.

The Company has not paid nor anticipates paying cash dividends on its common stock.

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

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

(b)except as may be allowed by the Company’s Articles of Incorporation, its total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the Company was 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. 

The Company does not expect to declare any dividends in the foreseeable future as it expects to spend any funds legally available for the payment of dividends on the development of its business.

No assurance that forward-looking assessments will be realized.

The Company’s ability to accomplish its objectives and whether or not it is 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 THE COMPANY’S SECURITIES INVOLVES A CERTAIN DEGREE OF RISK. ANY PERSON CONSIDERING TO INVEST IN THE COMPANY’S SECURITIES SHOULD BE AWARE OF THESE AND OTHER FACTORS SET-FORTH IN THIS REPORT AND IN THE OTHER REPORTS AND DOCUMENTS THAT THE COMPANY FILES FROM TIME TO TIME WITH THE SEC AND SHOULD CONSULT WITH HIS/HER LEGAL, TAX, AND FINANCIAL ADVISORS PRIOR TO MAKING AN INVESTMENT IN THE COMPANY’S SECURITIES. AN INVESTMENT IN THE COMPANY’S SECURITIES SHOULD ONLY BE ACQUIRED BY PERSONS WHO CAN AFFORD TO LOSE THEIR TOTAL INVESTMENT.

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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.

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Item 6. Exhibits

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(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 Annual Report on Form 10-K filed with the SEC on September 13, 2018 

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

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

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

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

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

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

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

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

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

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

(18)Filed as an exhibit to the Company’s Annual Report on Form 10-Q filed with the SEC on May 19, 2023 

(19)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on June 29, 2023 

(20)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on April 15, 2024 

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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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