NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS

StimCell Energetics Inc. (“StimCell” or the “Company”) was incorporated under the laws of the State of Nevada. On April 26, 2016, the Company formed a subsidiary, Cell MedX (Canada) Corp. (“Cell MedX Canada” or the “Subsidiary”), under the laws of the Province of British Columbia. StimCell is a biotech company focusing on the discovery, development and commercialization of therapeutic and non-therapeutic products that promote general wellness.

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, 2026, included in the Company’s Annual Report on Form 10-K, filed with the SEC on August 31, 2026. The interim unaudited condensed consolidated financial statements for the three months ended August 31, 2026, should be read in conjunction with those audited consolidated financial statements included in Form 10-K. In the opinion of management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended August 31, 2026, are not necessarily indicative of the results that may be expected for the year ending May 31, 2027.

Going concern

The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. As of August 31, 2026, the Company had cash of $6,883, a working capital deficit of $1,971,527 and an accumulated deficit of $11,926,449. The Company incurred a net loss of $169,518 and used $108,995 in operating activities during the three months ended August 31, 2026. These conditions, together with the Company’s dependence on additional financing to meet its obligations, raise substantial doubt about its ability to continue as a going concern within one year after the date these interim consolidated financial statements are issued. Management plans to seek additional debt or equity financing, including financing from related parties. There can be no assurance that sufficient financing will be available. 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.

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. For the three months ended August 31, 2026, the Company did not have any warrants outstanding; for the comparative period ended August 31, 2025, the effect of such instruments was anti-dilutive, and therefore diluted loss per share was the same as basic loss per share.

The following table presents the calculation of the loss per share: