UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
ACT OF 1934
For the quarterly period ended
or
ACT OF 1934
Commission File Number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of |
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(I.R.S. Employer |
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incorporation or organization) |
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Identification No.) |
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(Address of principal executive offices) |
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(Zip code) |
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(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.
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).
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.
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Large accelerated filer ☐ |
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Accelerated filer ☐ |
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Smaller Reporting Company
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Emerging Growth Company
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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
The number of shares of the Registrant’s common stock, par value $.001 per share, outstanding as of October 14, 2025, was
ii
CONTENTS
iii
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The accompanying unaudited condensed consolidated financial statements of Stimcell Energetics Inc. as at August 31, 2025, 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 months ended August 31, 2025, are not necessarily indicative of the results that can be expected for the year ending May 31, 2026.
As used in this Quarterly Report, the terms “we,” “us,” “our,” “Stimcell,” “Stimcell Energetics,” and the “Company” mean Stimcell Energetics Inc. and its subsidiary, Cell MedX (Canada) Corp., unless otherwise indicated. All dollar amounts in this Quarterly Report are expressed in U.S. dollars.
1
STIMCELL ENERGETICS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(EXPRESSED IN US DOLLARS)
(UNAUDITED)
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August 31, 2025 |
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May 31, 2025 |
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ASSETS |
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Current assets |
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Cash |
$ |
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$ |
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Other current assets |
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Total assets |
$ |
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$ |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Liabilities |
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Accounts payable |
$ |
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$ |
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Accrued liabilities |
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Due to related parties |
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Notes and advances due to related parties |
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Total liabilities |
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STOCKHOLDERS’ DEFICIT |
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Common stock, $
August 31, 2025 and May 31, 2025, respectively |
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Additional paid-in capital |
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Reserves |
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Accumulated deficit |
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(
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(
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Accumulated other comprehensive income |
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Total stockholders’ deficit |
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(
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(
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Total liabilities and stockholders’ deficit |
$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
F-1
STIMCELL ENERGETICS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(EXPRESSED IN US DOLLARS)
(UNAUDITED)
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Three Months Ended August 31, |
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2025 |
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2024 |
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Operating expenses |
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Consulting fees |
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$ |
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$ |
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Foreign exchange gain |
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(
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(
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General and administrative expenses |
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Management fees |
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Research and development costs |
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Total operating expenses |
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Other items |
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Forgiveness of debt |
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Interest |
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Net loss |
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(
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Foreign currency translation |
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(
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(
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Comprehensive loss |
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$ |
(
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$ |
(
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Net loss per common share |
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Basic and diluted |
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$ |
(
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$ |
(
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Weighted average number of shares outstanding |
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Basic and diluted |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
F-2
STIMCELL ENERGETICS INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT
(EXPRESSED IN US DOLLARS)
(UNAUDITED)
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Common Stock |
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Shares |
Amount |
Additional Paid-in Capital |
Reserves |
Deficit Accumulated |
Accumulated Other Comprehensive Income |
Total |
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Balance - May 31, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Debt forgiven by shareholders |
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Net loss for the period ended Aug. 31, 2024 |
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(
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(
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Translation to reporting currency |
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(
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(
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Balance – August 31, 2024 |
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$ |
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$ |
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$ |
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$ |
(
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$ |
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$ |
(
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Balance – May 31, 2025 |
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$ |
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$ |
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$ |
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$ |
(
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$ |
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$ |
(
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Shares issued for service |
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Net loss for the period ended Aug. 31, 2025 |
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Translation to reporting currency |
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Balance – August 31, 2025 |
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$ |
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$ |
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$ |
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$ |
(
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$ |
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$ |
(
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The accompanying notes are an integral part of these condensed consolidated financial statements.
F-3
STIMCELL ENERGETICS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(EXPRESSED IN US DOLLARS)
(UNAUDITED)
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Three Months Ended August 31, |
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202 5 |
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202 4 |
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Cash flows used in operating activities |
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Net loss |
$ |
(
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$ |
(
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Adjustments to reconcile net loss to net cash used in operating activities |
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Accrued interest on notes payable |
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Accrued interest on vendor payables |
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Gain on forgiveness of debt |
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(
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Non-cash investor relations fees |
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Unrealized foreign exchange |
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(
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Changes in operating assets and liabilities |
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Other current assets |
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Accounts payable |
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Accrued liabilities |
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(
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Due to related parties |
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Net cash flows used in operating activities |
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(
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(
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Cash flows from financing activities |
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Proceeds from notes due to related parties |
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Net cash provided by financing activities |
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Effects of foreign currency exchange on cash |
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(
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Decrease in cash |
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(
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(
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Cash, beginning |
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Cash, ending |
$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
F-4
STIMCELL ENERGETICS INC.
NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2025
(Unaudited)
NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS
Stimcell Energetics Inc. (“Stimcell”, 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. Stimcell is a biotech company focusing on the discovery, development and commercialization of therapeutic and non-therapeutic products that promote general wellness.
Effective November 1, 2024, the Company completed a
Concurrent with the Reverse Split, the Company amended its articles of incorporation to change the Company’s name from “Cell MedX Corp.” to “Stimcell Energetics Inc.”
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 the 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, 2025, included in the Company’s Annual Report on Form 10-K, filed with the SEC on September 2, 2025. The interim unaudited condensed consolidated financial statements for the three months ended August 31, 2025, 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, 2025, are not necessarily indicative of the results that may be expected for the year ending May 31, 2026.
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, 2025, the Company has not achieved profitable operations and has accumulated a deficit of $
Earnings (Loss) Per Share
Basic and diluted loss per share are computed in accordance with ASC 260. Basic loss per share is calculated by dividing net loss attributable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution from common share equivalents (e.g., warrants) using the treasury stock method; however, for the periods presented, the effect of such instruments was anti-dilutive, and therefore diluted loss per share is the same as basic loss per share.
F-5
The following table presents the calculation of the loss per share:
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Three months ended August 31, |
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2025 |
2024 |
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Net loss attributable to common shareholders |
$ |
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$ |
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Weighted-average common shares outstanding |
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Loss per common share (basic and diluted) |
$ |
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$ |
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All per-share amounts and share counts have been retroactively adjusted to reflect the 1-for-15 reverse stock split effective November 1, 2024.
NOTE 2 - RELATED PARTY TRANSACTIONS
Amounts due to related parties, other than advances and notes payable to related parties (Note 3) at August 31, 2025, and at May 31, 2025:
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August 31, 2025 |
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May 31, 2025 |
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Due to the Chief Executive Officer (“CEO”) and President |
$ |
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$ |
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Due to the Chief Financial Officer (“CFO”) |
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Due to an entity controlled by a director of the Company |
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Due to related parties (1) |
$ |
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$ |
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(1) The amounts due to related parties are unsecured, due on demand and bear no interest.
During the three months ended August 31, 2025 and 2024, the Company had the following transactions with related parties:
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August 31, 2025 |
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August 31, 2024 |
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Management fees incurred to the CEO and President |
$ |
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$ |
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Consulting fees incurred to the CFO |
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Consulting fees incurred to an entity controlled by a director of the Company |
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Total transactions with related parties |
$ |
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$ |
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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, 2025 and May 31, 2025:
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As at August 31, 2025 |
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Principal Outstanding |
Interest Rate per Annum |
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Accrued Interest |
Total Book Value |
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$ |
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Related party loans payable (1) |
$ |
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$ |
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Related party loans payable (1) |
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Advances (2) |
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- |
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$ |
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$ |
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$ |
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As at May 31, 2025 |
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Principal Outstanding |
Interest Rate per Annum |
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Accrued Interest |
Total Book Value |
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$ |
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Related party loans payable (1) |
$ |
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$ |
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Related party loans payable (1) |
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Advances (2) |
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- |
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$ |
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$ |
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$ |
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F-6
(1) Related Party Loans Payable
As at August 31, 2025, the Company owed a total of $
As at August 31, 2025, the Company owed a total of $
Notes payable with Mr. Richard Jeffs
During the three months ended August 31, 2025, the Company borrowed $
As at August 31, 2025, the Company owed a total of $
During the three months ended August 31, 2025, the Company recorded $
Notes payable with Mr. David Jeffs
As of August 31, 2025, the Company owed a total of $
As of August 31, 2025, the Company owed a total of $
Notes payable with Mr. Amir Vahabzadeh
As at August 31, 2025, the Company owed a total of $
Notes payable with a significant shareholder
As at August 31, 2025, the Company owed $
F-7
Notes payable with Mrs. Susan Jeffs
As at August 31, 2025, the Company owed $
(2) Advances Payable
As at August 31, 2025, the Company owed a total of $
NOTE 4 - OTHER CURRENT ASSETS
As at August 31, 2025, other current assets consisted of $
NOTE 5 - SHARE CAPITAL
During the three months ended August 31, 2025, the Company issued
Options
As at August 31, 2025 and May 31, 2025, the Company did not have any share purchase options issued and exercisable.
Warrants
The changes in the number of warrants outstanding during the three months ended August 31, 2025, and for the year ended May 31, 2025, are as follows:
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Three months ended August 31, 2025 |
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Year ended May 31, 2025 |
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Number of warrants |
Weighted average exercise price |
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Number of warrants |
Weighted average exercise price |
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Warrants outstanding, beginning |
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$ |
0.75 |
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166,667 |
$ |
0.75 |
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Warrants issued |
- |
$ |
- |
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- |
$ |
- |
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Warrants outstanding, ending |
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$ |
0.75 |
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166,667 |
$ |
0.75 |
All warrants outstanding at August 31, 2025, are exercisable at $0.75 and expire on March 12, 2026.
NOTE 6 - RESEARCH AND DEVELOPMENT
In February 2025, the Company recommenced the work on redesigning its eBalance® microcurrent device under a new partnership with ADM Tronics Unlimited, Inc.
F-8
NOTE 7 - SUBSEQUENT EVENT
Subsequent to August 31, 2025, the Company issued
In September of 2025, the Company borrowed an additional $
F-9
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, 2025, filed with the United States Securities and Exchange Commission (the “SEC”) on September 2, 2025.
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., (“Cell MedX Canada”, or the “Subsidiary”) under the laws of the Province of British Columbia.
Effective November 1, 2024, the Company completed a 1-for-15 reverse split (the “Reverse Split”) of its common stock. As a result of the Reverse Split, the Company’s authorized capital was decreased from 7,500,000,000 shares of common stock with par value of $0.001, of which 297,236,373 shares were outstanding immediately prior to the Reverse Split, to 500,000,000 shares of common stock with par value of $0.001, of which 19,816,272 were outstanding. All share and per-share amounts in this Quarterly Report on Form 10-Q have been retrospectively adjusted.
Concurrent with the Reverse Split, the Company amended its articles of incorporation to change the Company’s name from “Cell MedX Corp.” to “Stimcell Energetics Inc.” (the “Name Change”).
Stimcell Energetics Inc. 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.
Recent Corporate Developments
In February 2025, the Company announced a new partnership with ADM Tronics Unlimited, Inc. to redesign the Company’s proprietary eBalance® microcurrent device, transforming it into a compact, affordable consumer unit optimized for home use, complete with additional diagnostic features. The Company’s vision is to redesign its eBalance® to empower individuals to take control of their health from the comfort of home. The new version will be smaller and more cost-effective than its predecessors, making microcurrent technology accessible to a broader audience. Additionally, it will feature additional diagnostics, including a real-time assessment of cellular energy capacity, treatment tracking, and personalized user profiles.
2
Results of Operations for the Three Months ended August 31, 2025 and 2024
Operating results for the three months ended August 31, 2025 and 2024, and the changes in the operating results between those periods are summarized in the table below.
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Three Months ended August 31, |
Percentage Increase/ (Decrease) |
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2025 |
2024 |
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Operating expenses |
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Consulting fees |
$ |
34,830 |
$ |
34,894 |
(0.2)% |
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Foreign exchange gain |
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(1,769) |
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(14,209) |
(87.6)% |
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General and administrative expenses |
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139,484 |
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16,451 |
747.9% |
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Management fees |
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22,500 |
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22,500 |
0.0% |
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Research and development costs |
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57,309 |
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- |
n/a |
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Total operating expenses |
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(252,354) |
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(59,636) |
323.2% |
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Gain on forgiveness of debt |
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- |
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1,569 |
(100.0)% |
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Interest |
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(13,248) |
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(8,852) |
49.7% |
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Net loss |
$ |
(265,602) |
$ |
(66,919) |
296.9% |
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Revenues
The Company did not have any revenue-generating activities during the three months ended August 31, 2025 and 2024.
Operating Expenses
During the three months ended August 31, 2025, the Company’s operating expenses increased by 323.2% from $59,636 the Company incurred during the three months ended August 31, 2024, to $252,354 incurred during the three months ended August 31, 2025. The most significant changes were as follows:
· General and administrative expenses for the three months ending August 31, 2025, increased by $123,033, or 747.9%, from $16,451 during the three months ending August 31, 2024, to $139,484 during the three months ending August 31, 2025. The main driver of this change was a $114,854 increase in corporate communications, which rose to $119,224 in the current period from $4,370 in the same period last year. Other notable changes included a $5,743 rise in accounting and audit fees, totaling $10,211 (August 31, 2024 - $4,468), and a $3,583 increase in regulatory fees to $7,595 (August 31, 2024 - $4,012). These increases were partly offset by a $1,457 decrease in professional fees, from $2,653 during the comparative period to $1,196 during the current period ended August 31, 2025. All other expenses included in general and administrative fees remained relatively stable.
· The Company incurred $57,309 in research and development fees for the three months ended August 31, 2025. The research and development fees during the current period were associated with the Company’s decision to redesign the eBalance® Home device into a compact, affordable consumer unit optimized for home use, which resulted in an engagement of ADM Tronics Unlimited, Inc., a leader in electronic medical device engineering, who started working on the project in February of 2025. During the comparative three months ended August 31, 2024, the development of the eBalance® devices was suspended due to a lack of funding and unfavorable financial position, and therefore the Company had no expenses associated with research and development.
· Foreign exchange gain decreased by $12,440 to a gain of $1,769 for the three months ended Augus 31, 2025, as compared to a gain of $14,209 for the comparative period ended August 31, 2024. The foreign exchange gain was associated with relatively stable Canadian and US currencies.
Along with the changes in operating expenses mentioned above, the Company also incurred $22,500 in management fees and $34,830 in consulting fees, which remained consistent with the amounts the Company incurred for the three months ended August 31, 2024.
3
Other Items
During the three months ended August 31, 2025, the Company accrued $11,978 (August 31, 2024 - $7,006) in interest associated with outstanding notes payable to related parties and $1,270 (August 31, 2024 - $1,846) in interest accrued on other vendor payables. During the three months ended August 31, 2024, the Company discharged an outstanding debt to its vendors due to the balances exceeding the statute of limitations, which resulted in a gain on forgiveness of debt of $1,569. The Company did not have similar transactions during the three months ended August 31, 2025 .
Liquidity and Capital Resources
Working Capital
|
|
As at August 31, 2025 |
|
As at May 31, 2025 |
|
Percentage Increase/ (Decrease) |
||
|
Current assets |
$ |
16,387 |
|
$ |
21,222 |
|
(22.8)% |
|
Current liabilities |
|
1,410,336 |
|
|
1,267,508 |
|
11.3% |
|
Working capital deficit |
$ |
(1,393,949) |
|
$ |
(1,246,286) |
|
11.8% |
As of August 31, 2025, the Company had a cash balance of $6,437, a working capital deficit of $1,393,949, and cash flows used in operations of $108,142 for the period then ended. During the three months ended August 31, 2025, the Company funded its operations with $100,000 the Company borrowed from its related party under a non-secured line of credit at 10% annual interest compounded monthly and due on demand.
The Company did not generate sufficient cash flows from its operating activities to satisfy its cash requirements for the three months ended August 31, 2025. 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
|
|
Three months ended August 31, |
||||
|
|
2025 |
|
2024 |
||
|
Cash flows used in operating activities |
$ |
(108,142) |
|
$ |
(22,917) |
|
Cash flows generated by financing activities |
|
100,000 |
|
|
- |
|
Effects of foreign currency exchange on cash |
|
(2) |
|
|
54 |
|
Net decrease in cash during the period |
$ |
(8,144) |
|
$ |
(22,863) |
Net Cash Used in Operating Activities
Net cash used in operating activities during the three months ended August 31, 2025, was $108,142. This cash was primarily used to cover cash operating expenses of $132,868, which were represented by a net loss of $265,602, reduced by the non-cash items totaling $132,734, to decrease accounts payable by $27,482, and to increase other current assets, which include GST receivable and prepaid expenses by $3,307. These uses of cash were offset by a $43,776 increase in amounts due to related parties, and an $11,739 increase in accrued liabilities.
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.
4
Non-cash transactions
During the three months ended August 31, 2025, net loss was affected by the following expenses that did not have any impact on cash used in operations:
· $120,000 (August 31, 2024 - $Nil) in investor relations activities, which were paid for through the issuance of common shares;
· $11,978 (August 31, 2024 - $7,006) in interest accrued on the outstanding notes due to related parties;
· $1,270 (August 31, 2024 - $1,846) in interest accrued on the vendor payables;
· $514 in unrealized foreign exchange gain (August 31, 2024 - $14,523), which resulted from fluctuations of the 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; and
· During the comparative period ended August 31, 2024, the Company recognized a $1,569 gain on forgiveness of debt, which was associated with the write-off of debt that exceeded the statute of limitations.
Net Cash Provided by Financing Activities
During the three months ended August 31, 2025, the Company borrowed $100,000 from Mr. Richard Jeffs, the Company’s major shareholder and the father of the Company’s CEO and President, Mr. David Jeffs, under a revolving credit line, which accumulates interest at 10% per annum compounded monthly and is due on demand.
The Company did not have any financing activities during the three months ended August 31, 2024.
Net Cash Used in Investing Activities
The Company did not have any investing activities during the three months ended August 31, 2025 and 2024.
Going Concern
The notes to the Company’s unaudited condensed consolidated financial statements as at August 31, 2025, 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 had faced, the research and development plans associated with the eBalance® technology were temporarily abandoned. In February 2025, the Company engaged ADM Tronics Unlimited, Inc., a leader in electronic medical device engineering, to redesign eBalance® microcurrent device, transforming it into a compact consumer unit, optimized for home use. The project is expected to span approximately nine months. Management is planning to support its operations as well as the redesign of the eBalance® microcurrent device through equity or debt financing.
As at August 31, 2025, the Company had accumulated a deficit of $11,127,158 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.
5
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
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, 2025. 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, 2025, 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.
6
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
There have been no material changes to the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2025, filed with the Securities and Exchange Commission on September 2, 2025 .
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On March 18, 2025, the Company entered into a digital marketing services agreement (the “Agreement”) with Rain Communications Inc. (“Rain Communications”), pursuant to which, the Company committed to issue to Rain Communications a total of 1,000,000 shares at a deemed price of $0.20 per share over the eight-month service period for a total consideration of $200,000. The shares are being issued in batches of 125,000 shares each month starting on April 18, 2025. The shares are being issued pursuant to provisions of Regulation S of the United States Securities Act of 1933, as amended (the “Act”) on the basis that Rain Communications is not a resident of the United States, and is otherwise not a “U.S. person” as that term is defined in Rule 902(k) of Regulation S of the Act and were not in the United States. During the three-month period ended August 31, 2025, the Company issued a total of 375,000 shares to Rain Communications, which were valued at $120,000. Subsequent to August 31, 2025, the Company issued a further 125,000 shares to Rain Communications, valued at $33,750.
Item 3. Defaults upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
None.
7
Item 6. Exhibits
|
Exhibit |
|
|
|
Number |
|
Description of Document |
|
|
Articles of Incorporation (2) |
|
|
|
Articles of Merger - Sports Asylum, Inc. and Plandel Resources, Inc. (3) |
|
|
|
Articles of Merger - Stimcell Energetics Inc. and Sports Asylum, Inc. (3) |
|
|
|
Bylaws (1) |
|
|
|
Certificate of Change - Decrease in Authorized Capital from 7,500,000,000 shares of common stock, par value $0.001, to 500,000,000 shares of common stock, par value, $0.001 and corresponding decrease in the issued shares of common stock (18) |
|
|
|
Certificate of Amendment - Change of Name to “Stimcell Energetics Inc.” and Restatement of Articles of Incorporation (18) |
|
|
|
Specimen Stock Certificate (1) |
|
|
|
Distribution Agreement between Stimcell Energetics Inc. and Live Current Media, Inc., dated for reference March 21, 2019. (4) |
|
|
|
Buyback agreement between Live Current Media Inc. and Stimcell Energetics Inc., dated January 29, 2020. (5) |
|
|
|
Loan Agreement dated July 3, 2020, among Stimcell Energetics Inc. and David Jeffs. (6) |
|
|
|
Loan Agreement and Note Payable dated November 30, 2020, among Stimcell Energetics Inc. and Tradex Capital Corp. (6) |
|
|
|
Loan Agreement and Note Payable dated December 14, 2020, among Cell MedX (Canada) Corp. and Richard Jeffs. (7) |
|
|
|
Loan Agreement and Note Payable dated December 23, 2020, among Cell MedX (Canada) Corp. and Richard Jeffs. (7) |
|
|
|
Loan Agreement and Note Payable dated March 29, 2021, among Cell MedX (Canada) Corp. and Susan Jeffs. (8) |
|
|
|
Loan Agreement and Note Payable dated October 15, 2021, among Stimcell Energetics Inc. and Richard Jeffs. (8) |
|
|
|
Loan Agreement and Note Payable dated May 18, 2021, among Stimcell Energetics Inc. and Richard Jeffs. (8) |
|
|
|
Loan Agreement and Note Payable dated June 22, 2021, among Cell MedX (Canada) Corp. and Richard Jeffs. (8) |
|
|
|
Loan Agreement and Note Payable dated October 7, 2021, among Cell MedX (Canada) Corp. and Richard Jeffs. (9) |
|
|
|
Loan Agreement and Note Payable dated October 26, 2021, among Cell MedX (Canada) Corp. and Richard Jeffs. (9) |
|
|
|
Loan Agreement and Note Payable dated November 24, 2021, among Cell MedX (Canada) Corp. and Richard Jeffs. (9) |
|
|
|
Loan Agreement and Note Payable dated November 29, 2021, among Stimcell Energetics Inc. and Bradley Hargreaves. (9) |
|
|
|
Loan Agreement and Note Payable dated December 30, 2021, among Cell MedX (Canada) Corp. and Richard Jeffs. (10) |
|
|
|
Loan Agreement and Note Payable dated January 27, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (10) |
8
|
Exhibit |
|
|
|
Number |
|
Description of Document |
|
|
Loan Agreement and Note Payable dated February 24, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (10) |
|
|
|
Loan Agreement and Note Payable dated March 29, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (10) |
|
|
|
Loan Agreement and Note Payable dated April 28, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (12) |
|
|
|
Loan Agreement and Note Payable dated May 31, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (12) |
|
|
|
Loan Agreement and Note Payable dated June 27, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (12) |
|
|
|
Loan Agreement and Note Payable dated July 28, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (12) |
|
|
|
Loan Agreement and Note Payable dated October 3, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (11) |
|
|
|
Loan Agreement and Note Payable dated October 11, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (11) |
|
|
|
Loan Agreement and Note Payable dated October 11, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (11) |
|
|
|
Loan Agreement and Note Payable dated October 11, 2022, among Stimcell Energetics Inc. and Richard Jeffs. (11) |
|
|
|
Loan Agreement and Note Payable dated October 11, 2022, among Stimcell Energetics Inc. and Richard Jeffs. (11) |
|
|
|
Loan Agreement dated September 2, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (12) |
|
|
|
Loan Agreement dated September 6, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (12) |
|
|
|
Loan Agreement dated November 3, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (12) |
|
|
|
Loan Agreement dated November 28, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (12) |
|
|
|
Loan Agreement dated December 30, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (12) |
|
|
|
Loan Agreement dated January 24, 2023, among Stimcell Energetics Inc. and David Jeffs. (12) |
|
|
|
Loan Agreement dated January 24, 2023, among Stimcell Energetics Inc. and Amir Vahabzadeh. (12) |
|
|
|
Loan Agreement dated January 30, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (12) |
|
|
|
Loan Agreement dated April 11, 2023, among Stimcell Energetics Inc. and Amir Vahabzadeh. (13) |
|
|
|
Loan Agreement dated April 25, 2023, among Stimcell Energetics Inc. and David Jeffs. (13) |
|
|
|
Loan Agreement dated May 16, 2023, among Stimcell Energetics Inc. and Amir Vahabzadeh. (14) |
|
|
|
Loan Agreement dated May 18, 2023, among Stimcell Energetics Inc. and Sam Ahdoot. (14) |
|
|
|
Loan Agreement dated January 4, 2024, among Stimcell Energetics Inc. and Amir Vahabzadeh. (15) |
|
|
|
Loan Agreement dated January 4, 2024, among Stimcell Energetics Inc. and Sam Ahdoot. (15) |
|
|
|
Loan Agreement dated November 12, 2024, among Stimcell Energetics, Inc. and Amir Vahabzadeh. (16) |
9
|
Exhibit |
|
|
|
Number |
|
Description of Document |
|
|
Digital marketing services agreement between the Company and Rain Communications Inc. dated March 18, 2025. (17) |
|
|
|
Debt settlement agreement dated March 24, 2025. (17) |
|
|
|
Line of credit agreement dated February 14, 2025, among Stimcell Energetics Inc. and Richard Jeffs (19) |
|
|
|
Line of credit agreement dated February 14, 2025, among Stimcell Energetics Inc. and Susan Jeffs (19) |
|
|
|
Loan Agreement dated March 20, 2025, among Stimcell Energetics Inc. and David Jeffs. (20) |
|
|
|
Loan Agreement dated March 25, 2025, among Stimcell Energetics Inc. and Amir Vahabzadeh. (20) |
|
|
|
Line of credit agreement dated June 20, 2025, among Stimcell Energetics Inc. and Richard Jeffs (20) |
|
|
|
Amendment to the line of credit agreement dated July 21, 2025, among Stimcell Energetics Inc. and Richard Jeffs (20) |
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|
|
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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|
|
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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|
|
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. |
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|
|
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 months ended August 31, 2025 and 2024 formatted in iXBRL (extensible Business Reporting Language): |
|
|
|
(1) Unaudited Condensed Consolidated Balance Sheets at August 31, 2025 and as at May 31, 2025. |
|
|
|
(2) Unaudited Condensed Consolidated Statements of Operations for the three months ended August 31, 2025 and 2024. |
|
|
|
(3) Unaudited Condensed Consolidated Statement of Stockholders’ Deficit as at August 31, 2025 and 2024. |
|
|
|
(4) Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended August 31, 2025 and 2024. |
(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 the SEC on March 27, 2019
(5) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on January 31, 2020
(6) Filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on September 15, 2020
(7) Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on April 9, 2021
(8) Filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on August 30, 2021
(9) Filed as an exhibit to the Company’s Annual Report on Form 10-Q filed with the SEC on January 12, 2022
(10) Filed as an exhibit to the Company’s Annual Report on Form 10-Q filed with the SEC on April 11, 2022
(11) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on October 18, 2022
(12) Filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on April 7, 2023
(13) Filed as an exhibit to the Company’s Annual Report on Form 10-Q filed with the SEC on May 19, 2023
(14) Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on June 29, 2023
(15) Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on April 15, 2024
(16) Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on January 14, 2025
(17) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on March 28, 2025
(18) Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on November 5, 2024
(19) Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on April 14, 2025
(20) Filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on September 2, 2025
10
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.
|
|
Stimcell Energetics Inc. |
|
|
|
|
|
|
Date: October 14, 2025 |
By: |
/s/ David Jeffs |
|
|
|
David Jeffs |
|
|
|
Chief Executive Officer and Director |
|
|
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
|
|
Date: October 14, 2025 |
By: |
/s/Yanika Silina |
|
|
|
Yanika Silina |
|
|
|
Chief Financial Officer |
|
|
|
(Principal Accounting Officer) |
11