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 ~~February~~August 2831, 2025

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

Commission File Number: 000-54500

Stimcell Energetics Inc.

(Exact name of registrant as specified in its charter)

Nevada		38-3939625
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

1130 Pender Street, West, Suite 820

Vancouver, British Columbia

V6E 4A4

(Address of principal executive offices)

(Zip code)

(844) 238-2692

(Registrant’s telephone number, including area code)

N/A

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

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

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

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

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

The number of shares of the Registrant’s common stock, par value $.001 per share, outstanding as of ~~April~~October 14, 2025, was 1920,~~816~~641,272.

CONTENTS

PART I - FINANCIAL INFORMATION	1
Item 1. Financial Statements	1
Item 2. Management ’s Discussion and Analysis of Financial Condition and Results of Operations	2
Item 3. Quantitative and Qualitative Disclosure about Market Risk	5
Item 4. Controls and Procedures	5
PART II - OTHER INFORMATION	7
Item 1. Legal Proceedings	7
Item 1A. Risk Factors	7
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	12
Item 3. Defaults upon Senior Securities	12
Item 4. Mine Safety Disclosures	12
Item 5. Other Information	12
Item 6. Exhibits	13
SIGNATURES	16

iii

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

The accompanying unaudited condensed consolidated financial statements of Stimcell Energetics Inc. ~~(formerly, Cell MedX Corp.)~~ as at ~~February~~August 2831, 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 ~~and nine~~ months ended ~~February~~August 2831, 2025, are not necessarily indicative of the results that can be expected for the year ending May 31, ~~2025~~2026.

As used in this Quarterly Report, the terms “we,” “us,” “our,” “Stimcell,” “Stimcell Energetics,” and the “Company” mean Stimcell Energetics Inc. ~~(formerly “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.

STIMCELL ENERGETICS INC.

(Formerly, CELL MEDX CORP.)

CONDENSED CONSOLIDATED BALANCE SHEETS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

	February 28, 2025		May 31, 2024
	August 31, 2025		May 31, 2025
ASSETS
Current assets
Cash	$	6,~~678~~437	$	4314,~~415~~581
Other current assets		109,~~432~~950		26,~~707~~641
Total assets	$	1716,~~110~~387	$	4621,~~122~~222
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Liabilities
Accounts payable	$	~~310~~296,~~901~~001	$	~~288~~322,~~891~~144
Accrued liabilities		838,~~803~~694		2826,~~058~~954
Due to related parties		~~379~~493,~~058~~628		~~231~~448,~~138~~536
Notes and advances due to related parties		~~388~~582,~~563~~013		~~324~~469,~~490~~874
Total liabilities		1,~~087~~410,~~325~~336		~~872~~1,~~577~~267,508
STOCKHOLDERS’ DEFICIT
Common stock, $0.001 par value, 500,000,000 shares authorized; 19,816,272 shares issued and outstanding at February 28, 2025, and May 31, 2024		19,816		19,816
Common stock, $0.001 par value, 500,000,000 shares authorized; 20,516,272 and 20,141,272 shares issued and outstanding at August 31, 2025 and May 31, 2025, respectively		20,516		20,141
Additional paid-in capital		9,~~016~~266,~~666~~216		9,~~013~~146,~~501~~591
Reserves		366,493		366,493
Accumulated deficit		(1011,~~642~~127,~~227~~158)		(10,~~295~~861,~~263~~556)
Accumulated other comprehensive income		~~169~~79,~~037~~984		6882,~~998~~045
Total stockholders’ deficit		(1,~~070~~393,~~215~~949)		(~~826~~1,~~455~~246,286)
Total liabilities and stockholders’ deficit	$	1716,~~110~~387	$	4621,~~122~~222

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

F-1

STIMCELL ENERGETICS INC.

(Formerly, CELL MEDX CORP.)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

Three Months Ended

Nine Months Ended

Three Months Ended August 31,

February 28, 2025

February 29, 2024

February 28, 2025

February 29, 2024

2025

2024

Operating expenses

Consulting fees

3334,~~694~~830

3534,~~325~~894

~~103,331~~

~~94,796~~

Foreign exchange

41,552

221

78,117

(547)

Foreign exchange gain

(1,769)

(14,209)

General and administrative expenses

32139,~~847~~484

2816,~~313~~451

~~71,979~~

~~62,619~~

Management fees

22,500

1522,~~000~~500

~~67,500~~

~~15,000~~

Research and development costs

~~493~~57,309

~~(21,084)~~-

~~493~~

~~(20,477)~~

Total operating expenses

~~131~~252,~~086~~354

5759,~~775~~636

~~321,420~~

~~151,391~~

Other items

Forgiveness of debt

~~187~~1,~~517~~569

~~1,569~~

~~187,517~~

Interest

(913,~~451~~248)

(98,~~771~~852)

~~(27,113)~~

~~(53,655)~~

Net income (loss)

(140,537)

119,971

(346,964)

(17,529)

Net loss

(265,602)

(66,919)

Foreign currency translation

53(2,~~027~~061)

(218,~~118~~521)

~~100,039~~

~~(4,630)~~

Comprehensive income (loss)

(87,510)

117,853

(246,925)

(22,159)

Comprehensive loss

(267,663)

(85,440)

Net income (loss) per common share

Net loss per common share

Basic and diluted

(0.01)

(0.0100)

~~(0.02)~~

~~(0.00)~~

Weighted average number of shares outstanding

Basic and diluted

1920,~~816~~319,~~272~~261

1419,~~724~~815,~~120~~758

~~19,816,272~~

~~7,691,811~~

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

F-2

STIMCELL ENERGETICS INC.

(Formerly, CELL MEDX CORP.)

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

	Common Stock
	Shares	Amount		Additional Paid-in Capital		~~Obligation to Issue Shares~~Reserves		~~Reserves~~Deficit Accumulated		~~Deficit~~ Accumulated Other Comprehensive Income		~~Accumulated Other Comprehensive Income (Loss)~~Total		~~Total~~
Balance - May 31, 2023	4,194,871	$	4,195	$	7,331,429	$	-	$	366,493	$	(10,152,777)	$	65,180	$	(2,385,480)
Balance - May 31, 2024	19,816,272	$	19,816	$	9,013,501	$	366,493	$	(10,295,263)	$	68,998	$	(826,455)
Net loss for the period ended Aug 31, 2023	-		-		-		-		-		(76,953)		-		(76,953)
Debt forgiven by shareholders	-		-		3,165		-		-		-		3,165
Translation to reporting currency	-		-		-		-		-		-		(8,932)		(8,932)
Net loss for the period ended Aug. 31, 2024	-		-		-		-		(66,919)		-		(66,919)
Balance – August 31, 2023	4,194,871		4,195		7,331,429		-		366,493		(10,229,730)		56,248		(2,471,365)
Translation to reporting currency	-		-		-		-		-		(18,521)		(18,521)
Net loss for the period ended Nov 30, 2023	-		-		-		-		-		(60,547)		-		(60,547)
Balance – August 31, 2024	19,816,272	$	19,816	$	9,016,666	$	366,493	$	(10,362,182)	$	50,477	$	(908,730)
Translation to reporting currency	-		-		-		-		-		-		6,420		6,420
Balance – May 31, 2025	20,141,272	$	20,141	$	9,146,591	$	366,493	$	(10,861,556)	$	82,045	$	(1,246,286)
Balance - November 30, 2023	4,194,871		4,195		7,331,429		-		366,493		(10,290,277)		62,668		(2,525,492)
Shares issued for service	375,000		375		119,625				-		-		120,000
Shares issued for debt	15,454,221		15,454		1,607,239		-		-		-		-		1,622,693
Net loss for the period ended Aug. 31, 2025	-		-		-		-		(265,602)		-		(265,602)
Obligation to issue shares	-		-		-		75,000		-		-		-		75,000
Translation to reporting currency	-		-		-		-		-		(2,061)		(2,061)
Net income for the period ended Feb. 29, 2024	-		-		-		-		-		119,971		-		119,971
Balance – August 31, 2025	20,516,272	$	20,516	$	9,266,216	$	366,493	$	(11,127,158)	$	79,984	$	(1,393,949)
Translation to reporting currency	-		-		-		-		-		-		(2,118)		(2,118)
Balance - February 29, 2024	19,649,092	$	19,649	$	8,938,668	$	75,000	$	366,493	$	(10,170,306)	$	60,550	$	(709,946)
Balance - May 31, 2024	19,816,272	$	19,816	$	9,013,501	$	-	$	366,493	$	(10,295,263)	$	68,998	$	(826,455)
Debt forgiven by shareholders	-		-		3,165		-		-		-		-		3,165
Net loss for the period ended Aug 31, 2024	-		-		-		-		-		(66,919)		-		(66,919)
Translation to reporting currency	-		-		-		-		-		-		(18,521)		(18,521)
Balance – August 31, 2024	19,816,272		19,816		9,016,666		-		366,493		(10,362,182)		50,477		(908,730)
Net loss for the period ended Nov 30, 2024	-		-		-		-		-		(139,508)		-		(139,508)
Translation to reporting currency	-		-		-		-		-		-		65,533		65,533
Balance – November 30, 2024	19,816,272		19,816		9,016,666		-		366,493		(10,501,690)		116,010		(982,705)
Net loss for the period ended Feb. 28, 2025	-		-		-		-		-		(140,537)		-		(140,537)
Translation to reporting currency	-		-		-		-		-		-		53,027		53,027
Balance - February 28, 2025	19,816,272	$	19,816	$	9,016,666	$	-	$	366,493	$	(10,642,227)	$	169,037	$	(1,070,215)

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

F-3

STIMCELL ENERGETICS INC.

(Formerly, CELL MEDX CORP.)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

	Nine Months Ended
	Three Months Ended August 31,
	February 28, 2025		February 29, 2024
	2025		2024
Cash flows used in operating activities
Net loss	$	(~~346~~265,~~964~~602)	$	(1766,~~529~~919)
Adjustments to reconcile net loss to net cash used in operating activities
Accrued interest on notes payable		2211,~~155~~978		437,~~093~~006
Accrued interest on vendor payables		41,~~958~~270		101,~~562~~846
Gain on forgiveness of debt		~~(1,569)~~-		(~~187~~1,~~517~~569)
Unrealized foreign exchange		76,747		(31)
Non-cash investor relations fees		120,000		-
Unrealized foreign exchange		(514)		(14,523)
Changes in operating assets and liabilities
Other current assets		(73,~~877~~307)		~~2,766~~875
Accounts payable		24(27,~~664~~482)		3420,~~851~~702
Accrued liabilities		~~(19~~11,~~215)~~739		(2321,~~465~~361)
Due to related parties		~~163~~43,~~949~~776		2351,~~640~~026
Net cash flows used in operating activities		(83108,~~152~~142)		(~~113~~22,~~630~~917)
Cash flows from financing activities
Proceeds from notes due to related parties		46100,~~745~~000		~~20,000~~-
Proceeds from subscription to shares		-		75,000
Net cash provided by financing activities		100,000		-
Net cash provided by financing activities		46,745		95,000
Effects of foreign currency exchange on cash		(2)		54
Effects of foreign currency exchange on cash		(330)		12
Decrease in cash		(8,144)		(22,863)
Decrease in cash		(36,737)		(18,618)
Cash, beginning		14,581		43,415
Cash, beginning		43,415		98,295
Cash, ending	$	6,437	$	20,552
Cash, ending	$	6,678	$	79,677

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

F-4

STIMCELL ENERGETICS INC.

(Formerly, CELL MEDX CORP.)

NOTES TO THE CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

~~FEBRUARY~~AUGUST 2831, 2025

(Unaudited)

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS

Stimcell Energetics Inc. (~~formerly, Cell MedX Corp.) (~~“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 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 these unaudited interim condensed consolidated financial statements 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”).~~

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, ~~2024~~2025, included in the Company’s Annual Report on Form 10-K, filed with the SEC on ~~August~~September 292, ~~2024~~2025. The interim unaudited condensed consolidated financial statements for the three ~~and nine~~ months ended ~~February~~August 2831, 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 ~~and nine~~ months ended ~~February~~August 2831, 2025, are not necessarily indicative of the results that may be expected for the year ending May 31, ~~2025~~2026.

Going concern

The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. As of ~~February~~August 2831, 2025, the Company has not achieved profitable operations and has accumulated a deficit of $1011,~~642~~127,~~227~~158. 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.

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:

	Three months ended August 31,
	2025		2024
Net loss attributable to common shareholders	$	265,602		$	66,919
Weighted-average common shares outstanding		20,319,261			19,815,758
Loss per common share (basic and diluted)	$	0.01		$	0.00

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 ~~February~~August 2831, 2025, and at May 31, ~~2024~~2025:

	February 28, 2025		May 31, 2024
	August 31, 2025		May 31, 2025
Due to the Chief Executive Officer (“CEO”) and President	$	~~117~~165,~~667~~912	$	37144,~~500~~237
Due to the Chief Financial Officer (“CFO”)		5,~~593~~500		58,~~885~~778
Due to an entity controlled by a director of the Company		~~255~~322,~~472~~216		~~184~~295,~~243~~521
Due to an entity controlled by a director and a significant shareholder(1)		-		3,165
Due to related parties(1)	$	493,628	$	448,536
Due to Live Current Media, Inc. (“LIVC”)(2)		326		345
Due to related parties(3)	$	379,058	$	231,138

(1)~~During~~The ~~the~~amounts ~~nine-month~~due ~~period~~to ~~ended~~related ~~February~~parties ~~28,~~are ~~2025~~unsecured, andue ~~entity~~on ~~controlled~~demand ~~by a director~~ and abear ~~significant~~no ~~shareholder, agreed to forgive a total of $3,165 the Company owed for royalties~~interest. ~~The forgiveness of royalties payable was recorded as part of additional paid-in capital.~~

~~(2)LIVC~~During ~~is related to~~ the ~~Company~~three ~~through~~months ~~Mr.~~ended ~~Ahdoot~~August 31, ~~significant~~2025 ~~shareholder~~and ~~of LIVC~~2024, ~~who~~the isCompany ~~also~~had the ~~Company’s~~following ~~significant~~transactions ~~shareholder.~~ with related parties:

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

	August 31, 2025		August 31, 2024
Management fees incurred to the CEO and President	$	22,500	$	22,500
Consulting fees incurred to the CFO		7,500		7,500
Consulting fees incurred to an entity controlled by a director of the Company		27,330		27,394
Total transactions with related parties	$	57,330	$	57,394

During the nine months ended February 28, 2025 and February 29, 2024, the Company had the following transactions with related parties:

	February 28, 2025		February 29, 2024
Management fees incurred to the CEO and President	$	67,500	$	15,000
Consulting fees incurred to the CFO		22,500		22,500
Consulting fees incurred to an entity controlled by a director of the Company		80,831		72,296
Total transactions with related parties	$	170,831	$	109,796

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 ~~February~~August 2831, 2025 and May 31, ~~2024~~2025:

As at February 28, 2025
As at August 31, 2025
Principal Outstanding		Interest Rate per Annum		Accrued Interest		Total Book Value
$	7678,~~346~~947	6%	Related party loans payable (1)	$	1821,~~001~~558	$	94100,~~347~~505
	243,549	10%	Related party loans payable (1)		40,278		283,827
	411,854	10%	Related party loans payable (1)		58,739		470,593
	10,389	0%	Advances(2)		-		10,389
	10,915	0%	Advances(2)		-		10,915
$	~~330~~501,~~284~~716			$	5880,~~279~~297	$	~~388~~582,~~563~~013
As at May 31, 2024
As at May 31, 2025
Principal Outstanding		Interest Rate per Annum		Accrued Interest		Total Book Value
$	7978,~~133~~884	6%	Related party loans payable (1)	$	1420,~~600~~038	$	9398,~~733~~923
	197,333	10%	Related party loans payable (1)		22,424		219,757
	311,782	10%	Related party loans payable (1)		48,267		360,049
	11,000	0%	Advances(2)		-		11,000
	10,902	0%	Advances(2)		-		10,902
$	~~287~~401,~~466~~568			$	3768,~~024~~305	$	~~324~~469,~~490~~874

(1) Related Party Loans Payable

As at February 28, 2025, the Company owed a total of $94,347 under 6% notes payable due to related parties (May 31, 2024 - $93,733) of which $18,001 was associated with interest accrued on the principal balances owed under the notes payable (May 31, 2024 - $14,600).

F-6

~~As at February 28, 2025, the Company owed a total of $283,827 under 10% notes payable due to related parties~~ (~~May 31, 2024 - $219,757~~1) ofRelated ~~which~~Party ~~$40,278~~Loans ~~was associated with interest accrued on the principal balances owed under the notes payable (May 31, 2024 - $22,424).~~Payable

As at August 31, 2025, the Company owed a total of $100,505 under 6% notes payable due to related parties (May 31, 2025 - $98,923), of which $21,558 was associated with interest accrued on the principal balances owed under the notes payable (May 31, 2025 - $20,038).

As at August 31, 2025, the Company owed a total of $470,593 under 10% notes payable due to related parties (May 31, 2025 - $360,049), of which $58,739 was associated with interest accrued on the principal balances owed under the notes payable (May 31, 2025 - $48,267).

Notes payable with Mr. Richard Jeffs

AsDuring ~~at February 28, 2025,~~ the ~~Company~~three ~~owed~~months aended ~~total~~August ~~of $71,281 (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. The notes payable are due on demand and accumulate interest at 6% annual interest compounded monthly. During February 2025, the Company borrowed ~~an additional~~ $8100,~~724~~000 from Mr. Richard Jeffs under ana ~~unsecured~~non-secured credit line, which allows the Company to draw up to ~~CAD~~USD$~~100~~200,000 at 10% per annum, and is payable on demand.

~~During~~As at August 31, 2025, the ~~nine~~Company ~~months~~owed ~~ended~~a ~~February~~total 28of $197,394 (May 31, 2025 - $66,693) to Mr. Richard Jeffs, a significant shareholder of the Company ~~recorded~~and the father of the Company’s CEO and President, Mr. David Jeffs. A total of $267,~~867~~786 in(including accrued interest onof ~~the~~$13,837) was borrowed under unsecured notes payable, which accrue interest at a rate of 6% per annum, compounded monthly, and ~~the~~are ~~funds~~due on demand. The remaining amount of $129,608 was borrowed under ~~the~~unsecured credit ~~line~~lines, ~~with~~which ~~Mr.~~allow ~~Richard~~the ~~Jeffs~~Company ~~(February~~to 29draw up to CAD$100,000 ~~2024~~and -up to US$21200,~~390)~~000 at 10% per annum, compounded monthly and payable on demand.

During the three months ended August 31, 2025, the Company recorded $3,034 in interest on the notes payable and the funds borrowed under the credit lines with Mr. Richard Jeffs (August 31, 2024 - $960).

Notes payable with Mr. David Jeffs

As atof ~~February~~August 2831, 2025, the Company owed a total of $4548,~~300~~837 under loan agreements with Mr. David Jeffs, the Company’s CEO, director, and a significant shareholder (May 31, ~~2024~~2025 - $4247,~~502~~615). The loans accrue 10% annual interest, compounded monthly, are unsecured, and are payable on demand. The $30,000 loan was payable on April 24, 2023, and is therefore in default as atof the date of these condensed consolidated financial statements. During the ~~nine~~three months ended ~~February~~August 2831, 2025, the Company recorded $31,~~274~~211 in interest on the principal (~~February~~August 2931, 2024, - $41,~~386~~080).

As atof ~~February~~August 2831, 2025, the Company owed a total of $3132,~~747~~719 under a loan agreement with a company of which Mr. David Jeffs is a director of (May 31, ~~2024~~2025 - $3032,~~357~~229). The loan bears interest at 6% per annum compounded monthly, is unsecured, and is payable on demand. During the ~~nine~~three months ended ~~February~~August 2831, 2025, the Company recorded $~~1,390~~490 in interest on the principal (~~February~~August 2931, 2024 - $~~1,314~~461).

Notes payable with Mr. Amir Vahabzadeh

~~On November 12, 2024, Mr. Vahabzadeh advanced the Company $30,000 in exchange for a 10% unsecured note payable due on demand.~~ As at ~~February~~August 2831, 2025, the Company owed a total of $~~150~~190,~~908~~007 under loan agreements with Mr. Vahabzadeh, a director and a significant shareholder (May 31, ~~2024~~2025 - $~~111~~185,~~396~~297). The loans are unsecured and ~~bear~~carry a 10% annual interest rate, 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, ~~totalling~~totaling $~~100~~130,000, are payable on demand. During the ~~nine~~three months ended ~~February~~August 2831, 2025, the Company recorded $94,~~512~~710 in interest on the principal (~~February~~August 2931, 2024 - $82,~~245~~831).

Notes payable with a significant shareholder

As at ~~February~~August 2831, 2025, the Company owed $7074,~~952~~605 (May 31, ~~2024~~2025 - $6572,~~859~~756) under unsecured notes payable with the Company’s significant shareholder (“Mr. Ahdoot”). The loans are unsecured and ~~bear~~carry a 10% annual interest rate, compounded monthly. During the ~~nine-month~~three ~~period~~months ended ~~February~~August 2831, 2025, the Company recorded $51,~~093~~849 in interest on the principal (~~February~~August 2931, 2024 - $41,~~049~~674).

F-7

Notes payable with Mrs. Susan Jeffs

~~During~~As ~~February~~at August 31, 2025, the Company ~~borrowed~~owed $827,~~021~~536 ~~from~~(May ~~Mrs.~~31, ~~Susan~~2025 ~~Jeffs~~- $26,822) under a non-secured credit line with Mrs. Susan Jeffs, ~~which~~mother ~~allows~~of Mr. David Jeffs. The terms of the credit line allow the Company to draw up to CAD$100,000 at 10% per annum ~~and is~~ payable on demand. During the ~~nine~~three months ended ~~February~~August 2831, 2025, the Company recorded $21684 in interest on the ~~funds~~principal ~~borrowed under the credit line with Mrs. Susan Jeffs~~ (~~February~~August 2931, 2024 - $Nil).

(2) Advances Payable

As at ~~February~~August 2831, 2025, the Company owed a total of $10,~~389~~915 (May 31, ~~2024~~2025 - $1110,~~000~~902) 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.

F-7

NOTE 4 - OTHER CURRENT ASSETS

As at ~~February~~August 2831, 2025, other current assets consisted of $76,~~350~~700 in prepaid expenses (May 31, ~~2024~~2025 - $~~900~~3,400) and $3,~~082~~250 in receivables associated with GST Cell MedX Canada paid on taxable supplies (May 31, ~~2024~~2025 - $13,~~807~~241).

NOTE 5 - SHARE CAPITAL

During the ~~nine~~three months ended ~~February~~August 2831, 2025, the Company ~~did~~issued ~~not~~375,000 ~~have~~shares ~~any~~valued ~~transactions~~at ~~that~~$120,000, ~~would~~under ~~have~~an ~~resulted~~agreement inwith ~~the~~an ~~issuance~~investor ofrelations ~~its~~and ~~common~~public relations firm to provide services for an eight-month term, which commenced on March 18, 2025. The total fair value of these shares was recognized as part of corporate communications fees included in general and administrative expenses.

Effective November 1, 2024, the Company completed a 1-for-15 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.

Options

As at ~~February~~August 2831, 2025 and May 31, ~~2024~~2025, the Company did not have any share purchase options issued and exercisable.

Warrants

The changes in the number of warrants outstanding during the ~~nine~~three months ended ~~February~~August 2831, 2025, and for the year ended May 31, ~~2024~~2025, are as follows:

	Nine months ended February 28, 2025			Year ended May 31, 2024
	Three months ended August 31, 2025			Year ended May 31, 2025
	Number of warrants	Weighted average exercise price		Number of warrants	Weighted average exercise price
Warrants outstanding, beginning	166,~~669~~667	$	0.75	-166,667	$	~~n/a~~0.75
Warrants issued	-	$	-	~~166,669~~-	$	~~0.75~~-
Warrants outstanding, ending	166,~~669~~667	$	0.75	166,~~669~~667	$	0.75

~~The~~All warrants ~~issued and~~ outstanding as at ~~February~~August 2831, 2025, ~~had~~are anexercisable ~~exercise~~at ~~price of~~ $0.~~60 per share until September 12, 2024, as of September 12, 2024, the exercise price increased to $0.~~75 ~~per~~and ~~share. These warrants~~ 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. The Company expects the project to take approximately 22 to 34 weeks and to cost between $62,500 and $127,000. During the three months ended August 31, 2025, the Company had incurred $57,309 on this project. As of August 31, 2025, the Company had spent a total of $121,318 since the project began.

F-8

NOTE 7 - SUBSEQUENT EVENT

Subsequent to August 31, 2025, the Company issued 125,000 common shares under an agreement with an investor relations and public relations firm to provide services for an eight-month term, which commenced on March 18, 2025. These shares were valued at $33,750 (Note 5).

In September of 2025, the Company borrowed an additional $50,000 from Mr. Richard Jeffs under a non-secured credit line, which allows the Company to draw up to USD$200,000 at 10% per annum and is payable on demand. As of the date of this Quarterly Report on Form 10-Q, the Company had borrowed a total of $150,000 under the credit line (Note 3).

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, ~~2024~~2025, filed with the United States Securities and Exchange Commission (the “SEC”) on ~~August~~September 292, ~~2024~~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.

On March 18, 2025, the Company entered into a digital marketing services agreement (the “Agreement”) with Rain Communications Inc. (“Rain Communications”), an investor relations and public relations firm based in Vancouver, British Columbia, to provide comprehensive services for an eight-month term commencing on March 18, 2025. Rain Communications will endeavor to increase awareness of StimCell, its eBalance® product, and its securities.

The Company will issue 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 will be issued in batches of 125,000 shares each month starting on April 18, 2025. The shares will be 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.

OnResults ~~March~~of ~~24,~~Operations ~~2025,~~for the ~~Company~~Three ~~entered~~Months ~~into~~ended aAugust ~~debt settlement agreement with its service provider to settle $15~~31,~~000~~ in2025 ~~outstanding~~and debt through the issuance of 75,000 shares of the Company’s common stock (the “Debt Settlement”). The shares are being issued pursuant to the provisions available under the Rule 506(b) of Regulation D of the Act on the basis that the subscriber is an “accredited investor” as that term is defined under Regulation D of the Act.2024

~~Results~~Operating ofresults ~~Operations~~ for the ~~Three~~three ~~and~~months ~~Nine Months~~ ended ~~February~~August 2831, 2025 and ~~February 29~~2024, ~~2024~~and the changes in the operating results between those periods are summarized in the table below.

Operating results for the three and nine months ended February 28, 2025 and February 29, 2024, and the changes in the operating results between those periods are summarized in the table below.

	Three Months ended August 31,					Percentage Increase/ (Decrease)
	2025		2024			Percentage Increase/ (Decrease)
Operating expenses
Consulting fees	$	34,830		$	34,894	(0.2)%
Foreign exchange gain		(1,769)			(14,209)	(87.6)%
General and administrative expenses		139,484			16,451	747.9%
Management fees		22,500			22,500	0.0%
Research and development costs		57,309			-	n/a
Total operating expenses		(252,354)			(59,636)	323.2%
Gain on forgiveness of debt		-			1,569	(100.0)%
Interest		(13,248)			(8,852)	49.7%
Net loss	$	(265,602)		$	(66,919)	296.9%

	Three Months ended					Percentage Increase/ (Decrease)	Nine Months ended				Percentage Increase/ (Decrease)
	Feb. 28, 2025		Feb. 29, 2024				Feb. 28, 2025		Feb. 29, 2024
Operating expenses
Consulting fees	$	33,694		$	35,325	(4.6)%	$	103,331	$	94,796	9.0%
Foreign exchange loss (gain)		41,552			221	18,701.8%		78,117		(547)	14,381.0%
General and administrative expenses		32,847			28,313	16.0%		71,979		62,619	14.9%
Management fees		22,500			15,000	50.0%		67,500		15,000	350.0%
Research and development costs		493			(21,084)	(102.3)%		493		(20,477)	(102.4)%
Total operating expenses		(131,086)			(57,775)	126.9%		(321,420)		(151,391)	112.3%
Gain on forgiveness of debt		-			187,517	(100.0)%		1,569		187,517	(99.2)%
Interest		(9,451)			(9,771)	(3.3)%		(27,113)		(53,655)	(49.5)%
Net loss	$	(140,537)		$	119,971	(217.1)%	$	(346,964)	$	(17,529)	1,879.4%

Revenues

The Company did not have any revenue-generating activities during the three ~~and nine~~ months ended ~~February~~August 2831, 2025 and ~~February 29,~~ 2024.

Operating Expenses

During the three months ended ~~February~~August 2831, 2025, the Company’s operating expenses increased by ~~126~~323.92% from $5759,~~775~~636 ~~incurred during~~ the ~~three~~Company ~~months ended February 29, 2024, to $131,086~~ incurred during the three months ended ~~February~~August 2831, 2025. The largest change was associated with a $41,331 increase in foreign exchange loss due to a weakening of the Canadian dollar in relation to the US dollar, which increased from $221 the Company recognized during the three months ended February 29, 2024, to $41252,~~552~~354 ~~recognized for the period ended February 28, 2025. The second largest change was associated with $22,500 the Company~~ incurred ~~in management fees as compared to $15,000 incurred in management fees~~ during the three months ended ~~February~~August 2931, 2024. In addition, the Company’s general and administrative expenses increased by $4,534, from $28,313 for the three months ended February 29, 2024, to $32,847 for the three months ended February 28, 2025. ~~This~~The ~~change~~most ~~was~~significant ~~mostly~~changes ~~caused by a $16,699 increase in corporate communications, a $4,972 increase in filing and regulatory fees, and a $1,564 increase in accounting and audit fees, which~~ were ~~in part offset by a $17,175 decrease in professional fees and a $1,021 decrease in office expenses. The Company’s consulting fees decreased by $1,631 to $33,694~~ as ~~compared to $35,325 the Company incurred during the three months ended February 29, 2024.~~follows:

On·General aand ~~year-to-date~~administrative ~~basis,~~expenses ~~our~~for ~~operating~~the ~~expenses~~three months ending August 31, 2025, increased by ~~112~~$123,033, or 747.39%, from $~~151~~16,~~391~~451 weduring ~~incurred~~the three months ending August 31, 2024, to $139,484 during the ~~nine~~three months ~~ended~~ending ~~February~~August 2931, 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 $~~321~~7,~~420~~595 we(August ~~incurred~~31, 2024 - $4,012). These increases were partly offset by a $1,457 decrease in professional fees, from $2,653 during the ~~nine~~comparative ~~months~~period to $1,196 during the current period ended ~~February~~August 2831, 2025. ~~The~~All ~~most~~other ~~significant~~expenses ~~changes~~included ~~were~~in asgeneral ~~follows:~~and administrative fees remained relatively stable.

·~~During~~The Company incurred $57,309 in research and development fees for the ~~nine~~three months ended ~~February~~August 2831, 2025,. ~~management~~The research and development fees ~~increased~~during the current period were associated with the Company’s decision to ~~$67~~redesign the eBalance® Home device into a compact,~~500~~ affordable consumer unit optimized for home use, aswhich ~~compared~~resulted toin ~~$15~~an engagement of ADM Tronics Unlimited,~~000~~ Inc., a leader in electronic medical device engineering, who started working on the ~~Company~~project ~~incurred~~in ~~during~~February of 2025. During the ~~nine~~comparative three months ended ~~February~~August 2931, 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.

·~~During~~Foreign exchange gain decreased by $12,440 to a gain of $1,769 for the ~~nine~~three months ended ~~February~~Augus 2831, 2025, ~~consulting~~as ~~fees~~compared ~~increased~~to bya ~~$8,535,~~gain orof ~~9.0%, from~~ $9414,~~796~~209 ~~incurred~~for ~~during~~ the ~~nine~~comparative ~~months~~period ended ~~February~~August 2931, 2024,. toThe ~~$103,331~~foreign ~~incurred~~exchange ~~during~~gain ~~the~~was ~~nine~~associated ~~months~~with ~~ended~~relatively ~~February~~stable ~~28,~~Canadian ~~2025~~and US currencies.

~~·Foreign~~Along ~~exchange~~with ~~loss~~the ~~increased~~changes byin ~~$78,664~~operating toexpenses ~~$78~~mentioned above,~~117~~ ~~for~~ the ~~nine~~Company ~~months~~also ~~ended~~incurred ~~February 28~~$22,500 ~~2025,~~in asmanagement ~~compared~~fees toand ~~a recapture of~~ $~~547~~34,830 ~~during~~in ~~the~~consulting ~~comparative period ended February 29~~fees, ~~2024.~~which ~~The~~remained ~~foreign~~consistent ~~exchange~~with ~~loss~~the ~~was~~amounts ~~associated~~the ~~with~~Company aincurred ~~weakening~~for of the ~~Canadian~~three ~~dollar~~months inended ~~relation~~August to31, ~~the US dollar~~2024.

·General and administrative expenses for the nine months ended February 28, 2025, increased by $9,360, or 14.9%, from $62,619 incurred during the nine months ended February 29, 2024, to $71,979 incurred during the nine months ended February 28, 2025. The largest factors that contributed to this change were associated with a $19,311 increase in corporate communications, a $5,712 increase in filing and regulatory fees, and a $6,810 increase in accounting and audit fees. These increases were in part offset by a $20,660 decrease in professional fees and a $1,796 decrease in office expenses.

Other Items

During the three months ended ~~February~~August 2831, 2025, the Company accrued $711,~~917~~978 (~~February~~August 2931, 2024 - $87,~~856~~006) in interest associated with outstanding notes payable to related parties and $1,~~534~~270 (~~February~~August 2931, 2024 - $~~915~~1,846) in interest accrued on other vendor payables. During the ~~nine~~three months ended ~~February~~August 2931, 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 $~~187~~1,~~517~~569. The Company did not have similar transactions during the three months ended ~~February~~August 2831, 2025.

During the nine months ended February 28, 2025, the Company accrued $22,155 (February 29, 2024 - $43,093) in interest associated with outstanding notes payable to related parties and $4,958 (February 29, 2024 - $10,562) in 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 a gain on forgiveness of debt of $1,569 (February 29, 2024 - $187,517).

Liquidity and Capital Resources

Working Capital

	As at February 28, 2025		As at May 31, 2024		Percentage Increase/ (Decrease)
	As at August 31, 2025		As at May 31, 2025		Percentage Increase/ (Decrease)
Current assets	$	1716,~~110~~387	$	4621,~~122~~222	(6222.98)%
Current liabilities		1,~~087~~410,~~325~~336		~~872~~1,~~577~~267,508	2411.63%
Working capital deficit	$	(1,~~070~~393,~~215~~949)	$	(~~826~~1,~~455~~246,286)	2911.58%

As of ~~February~~August 2831, 2025, the Company had a cash balance of $6,~~678~~437, a working capital deficit of $1,~~070~~393,~~215~~949, and cash flows used in operations of $83108,~~152~~142 for the period then ended. During the ~~nine~~three months ended ~~February~~August 2831, 2025, the Company funded its operations with $46100,~~745~~000 the Company borrowed from its related ~~parties~~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 ~~nine~~three months ended ~~February~~August 2831, 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

	Nine months ended
	Three months ended August 31,
	February 28, 2025		February 29, 2024
	2025		2024
Cash flows used in operating activities	$	(83108,~~152~~142)	$	(~~113~~22,~~630~~917)
Cash flows generated by financing activities		46100,~~745~~000		~~95,000~~-
Effects of foreign currency exchange on cash		(~~330~~2)		1254
Net decrease in cash during the period	$	(368,~~737~~144)	$	(1822,~~618~~863)

Net Cash Used in Operating Activities

Net cash used in operating activities during the ~~nine~~three months ended ~~February~~August 2831, 2025, was $83108,~~152~~142. This cash was primarily used to cover cash operating expenses of $~~244~~132,~~673~~868, which were ~~calculated~~represented by ~~reducing~~ a net loss of $~~346~~265,~~964~~602, reduced by the non-cash items totaling $~~102~~132,~~291~~734, to decrease ~~accrued~~accounts ~~liabilities~~payable by $1927,~~215~~482, and to increase other current assets, which include GST receivable and prepaid expenses by $73,~~877~~307. These uses of cash were offset by a $~~163~~43,~~949~~776 increase in amounts due to related parties, and aan $2411,~~664~~739 increase in ~~accounts~~accrued ~~payable~~liabilities.

Net cash used in operating activities during the ~~nine~~three months ended ~~February~~August 2931, 2024, was $~~113~~22,~~630~~917. This cash was primarily used to cover cash operating expenses of $~~151~~74,~~422~~159, which were represented by a net loss of $1766,~~529~~919 ~~and~~reduced ~~increased~~ by the non-cash items totaling $~~133~~7,~~893~~240, and to decrease accrued liabilities by $2321,~~465~~361. These uses of cash were offset by a $2351,~~640~~026 increase in amounts due to related parties, a $3420,~~851~~702 increase to accounts payable, and aan $~~2,766~~875 decrease in other current assets, which include GST receivable and prepaid expenses.

Non-cash transactions

During the ~~nine-~~three months ended ~~February~~August 2831, 2025, net loss was affected by the following expenses that did not have any impact on cash used in operations:

·$1120,~~569~~000 ~~gain on forgiveness of debt~~ (~~February~~August 2931, 2024 - $~~187,517~~Nil), ~~which~~in ~~was~~investor ~~associated~~relations ~~with~~activities, ~~outstanding~~which ~~debt~~were ~~the~~paid ~~Company~~for ~~carried~~through ~~on its books that exceeded~~ the ~~statute~~issuance of ~~limitations~~common shares;

·$2211,~~155~~978 (~~February~~August 2931, 2024 - $437,~~093~~006) in interest accrued on the outstanding notes due to related parties;

·$41,~~958~~270 (~~February~~August 2931, 2024 - $101,~~562~~846) in interest accrued on the vendor payables; ~~and~~

·$~~76,746~~514 in unrealized foreign exchange ~~loss~~gain (~~February~~August 2931, 2024 - $~~31 gain~~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 ~~nine~~three months ended ~~February~~August 2831, 2025, the Company borrowed $30100,000 from Mr. ~~Vahabzadeh~~Richard Jeffs, the Company’s ~~director,~~major inshareholder ~~exchange~~and ~~for a 10% note payable due on demand. In addition,~~ the ~~Company~~father ~~borrowed~~of ~~$8,724 from Mr. Richard Jeffs,~~ the Company’s ~~major~~CEO ~~shareholder,~~ and ~~a further $8~~President,~~021~~ ~~from Mrs. Susan Jeffs, the spouse of~~ Mr. ~~Richard~~David Jeffs, under a revolving credit ~~lines~~line, which ~~accumulate~~accumulates interest at 10% per annum compounded monthly and ~~are~~is due on demand.

~~During~~The ~~the nine months ended February 29, 2024, the~~ Company ~~received~~did ~~$10,000~~not ~~from~~have ~~Mr.~~any ~~Vahabzadeh,~~financing ~~the~~activities ~~Company’s~~during ~~director, and an additional $10,000 from Mr. Ahdoot in exchange for notes payable due on demand and accumulating interest at 10% per annum. In addition,~~ the ~~Company~~three ~~received~~months ~~$75,000~~ended inAugust ~~subscriptions to units of its common stock as part of the non-brokered private placement financing that was closed on March 12~~31, 2024. ~~Mr. Vahabzadeh and his spouse participated in the offering acquiring a total of 1,000,000 Units for $30,000.~~

Net Cash Used in Investing Activities

The Company did not have any investing activities during the ~~nine~~three months ended ~~February~~August 2831, 2025 and ~~February 29,~~ 2024.

Going Concern

The notes to the Company’s unaudited condensed consolidated financial statements as at ~~February~~August 2831, 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 ~~faces~~had faced, the research and development plans associated with the eBalance® technology were temporarily ~~halted~~abandoned. ~~During~~In ~~the quarter ended~~ February ~~28,~~ 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.

5As 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.

As at February 28, 2025, the Company had accumulated a deficit of $10,642,227 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

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 ~~February~~August 2831, 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 ~~February~~August 2831, 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.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

There ishave abeen ~~high~~no ~~degree~~material ofchanges to the risk ~~associated~~factors ~~with~~previously ~~investing~~disclosed in the ~~securities~~Company’s ofAnnual ~~Stimcell Energetics Inc. Prospective investors should carefully read this Quarterly~~ Report on Form 10-QK ~~and~~for ~~consider~~ the ~~following~~fiscal ~~risk~~year ~~factors~~ended ~~when~~May ~~deciding~~31, ~~whether~~2025, tofiled ~~purchase~~with the ~~securities~~Securities ofand ~~the~~Exchange ~~Company~~Commission on September 2, 2025.

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.

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 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 $10,642,227 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 15,454,221 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 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 the 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:

·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 of 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.

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 ~~will~~are bebeing issued in batches of 125,000 shares each month starting on April 18, 2025. The shares ~~will~~are bebeing 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.

On March 24, 2025, the Company entered into a debt settlement agreement with its service provider to settle $15,000 in outstanding debt through the issuance of 75,000 shares of the Company’s common stock (the “Debt Settlement”). The shares are being issued pursuant to the provisions available under the Rule 506(b) of Regulation D of the Act on the basis that the subscriber is an “accredited investor” as that term is defined under Regulation D of the Act.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

127

Item 6. Exhibits

Exhibit
Number		Description of Document
3.1		Articles of Incorporation (2)
3.2		Articles of Merger - Sports Asylum, Inc. and Plandel Resources, Inc.(3)
3.3		Articles of Merger - Stimcell Energetics Inc. and Sports Asylum, Inc.(3)
3.4		Bylaws (1)
3.5		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)
3.6		Certificate of Amendment - Change of Name to “Stimcell Energetics Inc.” and Restatement of Articles of Incorporation(18)
4.1		Specimen Stock Certificate (1)
10.1		~~Technology~~Distribution ~~Purchase~~ Agreement ~~dated~~between ~~October~~Stimcell ~~16,~~Energetics ~~2014~~Inc. ~~among~~and ~~Stimcell~~Live ~~Energetics~~Current Media, Inc., ~~Jean~~dated ~~Arnett,~~for ~~and~~reference ~~Brad~~March ~~Hargreaves~~21, 2019. (4)
10.2		~~First~~Buyback ~~Amendment~~agreement ~~Agreement~~between ~~dated~~Live ~~October~~Current ~~28,~~Media ~~2014~~Inc. toand ~~that Technology Purchase Agreement dated October 16, 2014 among~~ Stimcell Energetics Inc., ~~Jean~~dated ~~Arnett~~January 29, ~~and Brad Hargreaves~~2020.(5)
10.3		~~Second~~Loan ~~Amendment~~ Agreement dated ~~November~~July 133, ~~2014 to that Technology Purchase Agreement dated October 16~~2020, ~~2014~~ among Stimcell Energetics Inc., ~~Jean Arnett,~~ and ~~Brad~~David ~~Hargreaves~~Jeffs. (6)
10.8		Intellectual Property Royalty Agreement between Stimcell Energetics Inc. and Brek Technologies Inc., dated for reference September 6, 2018.(7)
10.4		Loan Agreement and Note Payable dated November 30, 2020, among Stimcell Energetics Inc. and Tradex Capital Corp.(6)
10.9		Royalty Agreement between Stimcell Energetics Inc. and Mr. Richard Norman Jeffs, dated for reference September 6, 2018.(7)
10.5		Loan Agreement and Note Payable dated December 14, 2020, among Cell MedX (Canada) Corp. and Richard Jeffs.(7)
10.10		Credit Line Agreement dated December 27, 2018, between Richard Norman Jeffs and Stimcell Energetics Inc.(8)
10.6		Loan Agreement and Note Payable dated December 23, 2020, among Cell MedX (Canada) Corp. and Richard Jeffs.(7)
10.11		Distribution Agreement between Stimcell Energetics Inc. and Live Current Media, Inc., dated for reference March 21, 2019. (9)
10.7		Loan Agreement and Note Payable dated March 29, 2021, among Cell MedX (Canada) Corp. and Susan Jeffs.(8)
10.23		Buyback agreement between Live Current Media Inc. and Stimcell Energetics Inc., dated January 29, 2020.(10)
10.8		Loan Agreement and Note Payable dated October 15, 2021, among Stimcell Energetics Inc. and Richard Jeffs.(8)
10.28		Loan Agreement dated July 3, 2020, among Stimcell Energetics Inc. and David Jeffs. (11)
10.9		Loan Agreement and Note Payable dated May 18, 2021, among Stimcell Energetics Inc. and Richard Jeffs.(8)
10.29		Loan Agreement and Note Payable dated November 30, 2020, among Stimcell Energetics Inc. and Tradex Capital Corp.(11)
10.10		Loan Agreement and Note Payable dated June 22, 2021, among Cell MedX (Canada) Corp. and Richard Jeffs.(8)
10.32		Loan Agreement and Note Payable dated December 14, 2020, among Cell MedX (Canada) Corp. and Richard Jeffs.(12)
10.11		Loan Agreement and Note Payable dated October 7, 2021, among Cell MedX (Canada) Corp. and Richard Jeffs.(9)
10.33		Loan Agreement and Note Payable dated December 23, 2020, among Cell MedX (Canada) Corp. and Richard Jeffs.(12)
10.12		Loan Agreement and Note Payable dated October 26, 2021, among Cell MedX (Canada) Corp. and Richard Jeffs. (9)
10.36		Loan Agreement and Note Payable dated March 29, 2021, among Cell MedX (Canada) Corp. and Susan Jeffs.(13)
10.13		Loan Agreement and Note Payable dated November 24, 2021, among Cell MedX (Canada) Corp. and Richard Jeffs. (9)
10.37		Loan Agreement and Note Payable dated October 15, 2021, among Stimcell Energetics Inc. and Richard Jeffs.(13)
10.14		Loan Agreement and Note Payable dated November 29, 2021, among Stimcell Energetics Inc. and Bradley Hargreaves. (9)
10.38		Loan Agreement and Note Payable dated May 18, 2021, among Stimcell Energetics Inc. and Richard Jeffs.(13)
10.15		Loan Agreement and Note Payable dated December 30, 2021, among Cell MedX (Canada) Corp. and Richard Jeffs. (10)
10.41		Loan Agreement and Note Payable dated June 22, 2021, among Cell MedX (Canada) Corp. and Richard Jeffs.(13)
10.16		Loan Agreement and Note Payable dated January 27, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (10)
10.42		Loan Agreement and Note Payable dated October 7, 2021, among Cell MedX (Canada) Corp. and Richard Jeffs.(14)
10.43		Loan Agreement and Note Payable dated October 26, 2021, among Cell MedX (Canada) Corp. and Richard Jeffs. (14)
10.44		Loan Agreement and Note Payable dated November 24, 2021, among Cell MedX (Canada) Corp. and Richard Jeffs. (14)
10.45		Loan Agreement and Note Payable dated November 29, 2021, among Stimcell Energetics Inc. and Bradley Hargreaves. (14)

138

Exhibit
Number		Description of Document
10.46		Loan Agreement and Note Payable dated December 30, 2021, among Cell MedX (Canada) Corp. and Richard Jeffs. (15)
10.17		Loan Agreement and Note Payable dated February 24, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (10)
10.47		Loan Agreement and Note Payable dated January 27, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (15)
10.18		Loan Agreement and Note Payable dated March 29, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (10)
10.48		Loan Agreement and Note Payable dated February 24, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (15)
10.19		Loan Agreement and Note Payable dated April 28, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (12)
10.49		Loan Agreement and Note Payable dated March 29, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (15)
10.20		Loan Agreement and Note Payable dated May 31, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (12)
10.50		Loan Agreement and Note Payable dated April 28, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (17)
10.21		Loan Agreement and Note Payable dated June 27, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (12)
10.51		Loan Agreement and Note Payable dated May 31, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (17)
10.22		Loan Agreement and Note Payable dated July 28, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (12)
10.52		Loan Agreement and Note Payable dated June 27, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (17)
10.23		Loan Agreement and Note Payable dated October 3, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(11)
10.53		Loan Agreement and Note Payable dated July 28, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (17)
10.24		Loan Agreement and Note Payable dated October 11, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (11)
10.54		Loan Agreement and Note Payable dated October 3, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(16)
10.25		Loan Agreement and Note Payable dated October 11, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (11)
10.55		Loan Agreement and Note Payable dated October 11, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (16)
10.26		Loan Agreement and Note Payable dated October 11, 2022, among Stimcell Energetics Inc. and Richard Jeffs. (11)
10.56		Loan Agreement and Note Payable dated October 11, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (16)
10.27		Loan Agreement and Note Payable dated October 11, 2022, among Stimcell Energetics Inc. and Richard Jeffs. (11)
10.57		Loan Agreement and Note Payable dated October 11, 2022, among Stimcell Energetics Inc. and Richard Jeffs. (16)
10.28		Loan Agreement dated September 2, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(12)
10.58		Loan Agreement and Note Payable dated October 11, 2022, among Stimcell Energetics Inc. and Richard Jeffs. (16)
10.29		Loan Agreement dated September 6, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(12)
10.59		Loan Agreement dated September 2, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(17)
10.30		Loan Agreement dated November 3, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(12)
10.60		Loan Agreement dated September 6, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(17)
10.31		Loan Agreement dated November 28, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(12)
10.61		Loan Agreement dated November 3, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(17)
10.32		Loan Agreement dated December 30, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(12)
10.62		Loan Agreement dated November 28, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(17)
10.33		Loan Agreement dated January 24, 2023, among Stimcell Energetics Inc. and David Jeffs.(12)
10.63		Loan Agreement dated December 30, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(17)
10.34		Loan Agreement dated January 24, 2023, among Stimcell Energetics Inc. and Amir Vahabzadeh.(12)
10.64		Loan Agreement dated January 24, 2023, among Stimcell Energetics Inc. and David Jeffs.(17)
10.35		Loan Agreement dated January 30, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(12)
10.65		Loan Agreement dated January 24, 2023, among Stimcell Energetics Inc. and Amir Vahabzadeh.(17)
10.36		Loan Agreement dated April 11, 2023, among Stimcell Energetics Inc. and Amir Vahabzadeh. (13)
10.66		Loan Agreement dated January 30, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(17)
10.37		Loan Agreement dated April 25, 2023, among Stimcell Energetics Inc. and David Jeffs. (13)
10.67		Loan Agreement dated April 11, 2023, among Stimcell Energetics Inc. and Amir Vahabzadeh. (18)
10.38		Loan Agreement dated May 16, 2023, among Stimcell Energetics Inc. and Amir Vahabzadeh. (14)
10.68		Loan Agreement dated April 25, 2023, among Stimcell Energetics Inc. and David Jeffs. (18)
10.39		Loan Agreement dated May 18, 2023, among Stimcell Energetics Inc. and Sam Ahdoot.(14)
10.69		Loan Agreement dated May 16, 2023, among Stimcell Energetics Inc. and Amir Vahabzadeh. (19)
10.40		Loan Agreement dated January 4, 2024, among Stimcell Energetics Inc. and Amir Vahabzadeh. (15)
10.70		Loan Agreement dated May 18, 2023, among Stimcell Energetics Inc. and Sam Ahdoot.(19)
10.41		Loan Agreement dated January 4, 2024, among Stimcell Energetics Inc. and Sam Ahdoot. (15)
10.71		Loan Agreement dated January 4, 2024, among Stimcell Energetics Inc. and Amir Vahabzadeh. (20)
10.42		Loan Agreement dated November 12, 2024, among Stimcell Energetics, Inc. and Amir Vahabzadeh.(16)
10.72		Loan Agreement dated January 4, 2024, among Stimcell Energetics Inc. and Sam Ahdoot. (20)
10.73		Loan Agreement dated November 12, 2024, among Stimcell Energetics, Inc. and Amir Vahabzadeh.(21)

149

Exhibit
Number		Description of Document
10.74		Digital marketing services agreement between the Company and Rain Communications Inc. dated March 18, 2025.(22)
10.43		Digital marketing services agreement between the Company and Rain Communications Inc. dated March 18, 2025.(17)
10.75		Debt settlement agreement dated March 24, 2025.(22)
10.44		Debt settlement agreement dated March 24, 2025.(17)
10.76		Line of credit agreement dated February 14, 2025, among Stimcell Energetics Inc. and Richard Jeffs
10.45		Line of credit agreement dated February 14, 2025, among Stimcell Energetics Inc. and Richard Jeffs (19)
10.77		Line of credit agreement dated February 14, 2025, among Stimcell Energetics Inc. and Susan Jeffs
10.46		Line of credit agreement dated February 14, 2025, among Stimcell Energetics Inc. and Susan Jeffs(19)
10.47		Loan Agreement dated March 20, 2025, among Stimcell Energetics Inc. and David Jeffs. (20)
10.48		Loan Agreement dated March 25, 2025, among Stimcell Energetics Inc. and Amir Vahabzadeh. (20)
10.49		Line of credit agreement dated June 20, 2025, among Stimcell Energetics Inc. and Richard Jeffs(20)
10.50		Amendment to the line of credit agreement dated July 21, 2025, among Stimcell Energetics Inc. and Richard Jeffs(20)
31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101		The following materials from this Quarterly Report on Form 10-Q for the three ~~and nine~~ months ended ~~February~~August 2831, 2025 and ~~February 29,~~ 2024 formatted in iXBRL (extensible Business Reporting Language):
		(1) Unaudited Condensed Consolidated Balance Sheets at February 28, 2025 and as at May 31, 2024.
		(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 and nine months ended February 28, 2025 and February 29,2024.
		(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 February 28, 2025 and February 29, 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 nine months ended February 28, 2025, and February 29, 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 ~~October~~March 1727, ~~2014~~2019

(5)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on ~~November~~January 331, ~~2014~~2020

(6)Filed as an exhibit to the Company’s ~~Current~~Annual Report on Form 810-K filed with the SEC on ~~November~~September 1815, ~~2014~~2020

(7)Filed as an exhibit to the Company’s ~~Annual~~Quarterly Report on Form 10-KQ filed with the SEC on ~~September~~April 139, ~~2018~~2021

(8)Filed as an exhibit to the Company’s ~~Current~~Annual Report on Form 810-K filed with the SEC on ~~December~~August 3130, ~~2018~~2021

(9)Filed as an exhibit to the Company’s ~~Current~~Annual Report on Form 810-KQ filed with the SEC on ~~March~~January 2712, ~~2019~~2022

(10)Filed as an exhibit to the Company’s ~~Current~~Annual Report on Form 810-KQ filed with the SEC on ~~January~~April 3111, ~~2020~~2022

(11)Filed as an exhibit to the Company’s ~~Annual~~Current Report on Form 108-K filed with the SEC on ~~September~~October 1518, ~~2020~~2022

(12)Filed as an exhibit to the Company’s ~~Quarterly~~Annual Report on Form 10-QK filed with the SEC on April 97, ~~2021~~2023

(13)Filed as an exhibit to the Company’s Annual Report on Form 10-KQ filed with the SEC on ~~August~~May 3019, ~~2021~~2023

(14)Filed as an exhibit to the Company’s ~~Annual~~Quarterly Report on Form 10-Q filed with the SEC on ~~January~~June 1229, ~~2022~~2023

(15)Filed as an exhibit to the Company’s ~~Annual~~Quarterly Report on Form 10-Q filed with the SEC on April 1415, ~~2022~~2024

(16)Filed as an exhibit to the Company’s ~~Current~~Quarterly Report on Form 810-KQ filed with the SEC on ~~October~~January 1814, ~~2022~~2025

(17)Filed as an exhibit to the Company’s ~~Annual~~Current Report on Form 108-K filed with the SEC on ~~April~~March 728, ~~2023~~2025

(18)Filed as an exhibit to the Company’s ~~Annual~~Current Report on Form 108-QK filed with the SEC on ~~May~~November 195, ~~2023~~2024

(19)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on ~~June~~April 2914, ~~2023~~2025

(20)Filed as an exhibit to the Company’s ~~Quarterly~~Annual Report on Form 10-QK filed with the SEC on ~~April~~September 152, ~~2024~~2025

~~(21)Filed as an exhibit to the Company’s Quarterly Report on Form~~ 10~~-Q filed with the SEC on January 14, 2025~~

(22)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on March 28, 2025

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: April 14, 2025	By:	/s/ David Jeffs
Date: October 14, 2025	By:	/s/ David Jeffs
		David Jeffs
		Chief Executive Officer and Director
		(Principal Executive Officer)
Date: April 14, 2025	By:	/s/Yanika Silina
Date: October 14, 2025	By:	/s/Yanika Silina
		Yanika Silina
		Chief Financial Officer
		(Principal Accounting Officer)

1611

Filing Compare · Stimcell Energetics Inc.