8-K

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 8, 2014

CELL MEDX CORP.

(Exact name of registrant as specified in its charter)

NEVADA	000-54500	38-3939625
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
4575 Dean Martin Drive, STE 2206 Las Vegas, NV		89103
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code     (310) 508-9398

Sports Asylum, Inc.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ]           Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

On September 30, 2014, Sports Asylum, Inc. (the “Company”) filed articles of merger with the Nevada Secretary of State to change the Company’s name to “Cell MedX Corp.” (the “Name Change”).  The Name Change is expected to become effective on October 9, 2014. The Company incorporated a wholly owned subsidiary, Cell MedX Corp., solely for the purpose of completing the Name Change. Pursuant to the provisions of NRS 92A.180, the Company merged its wholly owned subsidiary into the Company, with the Company continuing as the surviving entity.  Other than the Name Change, no other changes were made to the Company’s articles of incorporation and shareholder approval for the merger was not required.

Effective October 9, 2014, the Company’s new trading symbol on the OTC Marketplace will be “CMXC” and a new CUSIP number of 15115X 107 and a new ISIN number of US15115X1072 will be assigned to the Company's common stock.

SECTION 7 – REGULATION FD DISCLOSURE

ITEM 7.01 REGULATION FD DISCLOSURE.

On October 8, 2014, the Company issued a press release announcing the name change. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 of Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01            FINANCIAL STATEMENTS AND EXHIBITS.

(d)           Exhibits

The following exhibits are either provided with this Current Report or are incorporated herein by reference:

Exhibit Number	Description of Exhibit
2.1	Agreement and Plan of Merger dated September 22, 2014 between Sports Asylum, Inc. (as surviving company) and Cell MedX Corp. (as merging entity).
3.1	Certificate of Merger.
3.2	Articles of Merger between Sports Asylum, Inc. (as surviving company) and Cell MedX Corp. (as merging entity), with surviving entity changing its name to "Cell MedX Corp."*
99.1	Press Release dated October 8, 2014.

* Incorporated by reference from the Form 10-Q filed with SEC on October 8, 2014

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SIGNATURE

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 hereunto duly authorized.

CELL MEDX CORP.

Date:  October 8, 2014                                            By:        /s/ Frank McEnulty

Frank McEnulty,

Chief Executive Officer, Chief Financial Officer,

Secretary, Treasurer and Director

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EX-2.1

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger dated as of the 22nd day of September, 2014.

BETWEEN:

SPORTS ASYLUM, INC., a Nevada corporation, having its registered office at 4575 Dean Martin Drive, Suite 2206, Las Vegas, NV  89103

(“Parent”)

OF THE FIRST PART

AND:

CELL MEDX CORP., a Nevada corporation, having its registered office at 4575 Dean Martin Drive, Suite 2206, Las Vegas, NV  89103

(“Subsidiary”)

OF THE SECOND PART

WHEREAS:

A.Subsidiary is the wholly-owned subsidiary of Parent;

B.Each of the Boards of Directors of Parent and Subsidiary (collectively, the “Constituent Corporations”) deem it advisable and in the best interests of the Constituent Corporations and their respective stockholders that Subsidiary be merged with and into Parent, with Parent continuing as the surviving corporation;

C.By consent resolution dated September 22, 2014, the Board of Directors of Subsidiary has approved the Plan of Merger embodied in this Agreement; and

D.By consent resolution dated September 22, 2014, the Board of Directors of Parent has approved the Plan of Merger embodied in this Agreement.

NOW THEREFORE, in consideration of the mutual agreements and covenants set forth herein, the Constituent Corporations do hereby agree to merge on the terms and conditions herein provided, as follows:

1.   THE MERGER

1.1   The Merger

Upon the terms and subject to the conditions hereof, on the Effective Date (as hereinafter defined), Subsidiary shall be merged with and into Parent in accordance with the applicable laws of the State of Nevada (the “Merger”).  The separate existence of Subsidiary shall cease, and Parent shall be the surviving corporation (the “Surviving Corporation”) and shall be governed by the laws of the State of Nevada.

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1.2   Effective Date

The Parent and the Subsidiary shall cause Articles of Merger, substantially in the form attached hereto as Appendix A, to be executed by their respective representatives and filed with the Nevada Secretary of State.  The effective date of the Merger shall be on such date as agreed to by the Parent and the Subsidiary, but no later than October 31, 2014 (the “Effective Date”).

1.3   Articles of Incorporation

On the Effective Date, the Articles of Incorporation of Parent, as in effect immediately prior to the Effective Date, shall continue in full force and effect as the Articles of Incorporation of the Surviving Corporation, except that Article 1 of the Articles of Incorporation of Parent, as the Surviving Corporation, shall be amended to state that the name of the corporation is “CELL MEDX CORP.”

1.4   Bylaws

On the Effective Date, the Bylaws of Parent, as in effect immediately prior to the Effective Date, shall continue in full force and effect as the Bylaws of the Surviving Corporation.

1.5   Directors and Officers

The directors and officers of Parent immediately prior to the Effective Date shall be the directors and officers of the Surviving Corporation, until their successors shall have been duly elected and qualified or until otherwise provided by law, the Articles of Incorporation of the Surviving Corporation or the Bylaws of the Surviving Corporation.

2.   CONVERSION OF SHARES

2.1   Subsidiary Common Stock

Upon the Effective Date, by virtue of the Merger and without any action on the part of the shareholder thereof, each share in the common stock of Subsidiary issued and outstanding immediately prior to the Effective Date shall be cancelled.

2.2   Parent Common Stock

Each share in the common stock of Parent issued and outstanding immediately prior to the Effective Date shall continue to be issued and outstanding shares of the Surviving Corporation on and after the Effective Date.

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3.   EFFECT OF THE MERGER

3.1   Rights, Privileges, Etc.

On the Effective Date of the Merger, the Surviving Corporation, without further act, deed or other transfer, shall retain or succeed to, as the case may be, and possess and be vested with all the rights, privileges, immunities, powers, franchises and authority, of a public as well as of a private nature, of Subsidiary and Parent; all property of every description and every interest therein, and all debts and other obligations of or belonging to or due to each of Subsidiary and Parent on whatever account shall thereafter be taken and deemed to be held by or transferred to, as the case may be, or invested in the Surviving Corporation without further act or deed, title to any real estate, or any interest therein vested in Subsidiary or Parent, shall not revert or in any way be impaired by reason of this merger; and all of the rights of creditors of Subsidiary and Parent shall be preserved unimpaired, and all liens upon the property of Subsidiary or Parent shall be preserved unimpaired, and all debts, liabilities, obligations and duties of the respective corporations shall thenceforth remain with or be attached to, as the case may be, the Surviving Corporation and may be enforced against it to the same extent as if all of said debts, liabilities, obligations and duties had been incurred or contracted by it.

3.2   Further Assurances

From time to time, as and when required by the Surviving Corporation or by its successors and assigns, there shall be executed and delivered on behalf of Subsidiary such deeds and other instruments, and there shall be taken or caused to be taken by it such further other action, as shall be appropriate or necessary in order to vest or perfect in or to confirm of record or otherwise in the Surviving Corporation the title to and possession of all the property, interest, assets, rights, privileges, immunities, powers, franchises and authority of Subsidiary and otherwise to carry out the purposes of this Agreement, and the officers and directors of the Surviving Corporation are fully authorized in the name and on behalf of Subsidiary or otherwise to take any and all such action and to execute and deliver any and all such deeds and other instruments.

4.   GENERAL

4.1   Abandonment

At any time before the Effective Date, this Agreement may be terminated and the Merger may be abandoned for any reason whatsoever by the Board of Directors of either Subsidiary or Parent or both.

4.2   Amendment

At any time prior to the Effective Date, this Agreement may be amended or modified in writing by the Board of Directors of either Subsidiary or Parent or both.

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4.3   Governing Law

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada and the merger provisions of the Nevada Revised Statutes.

4.4   Counterparts

In order to facilitate the filing and recording of this Agreement, the same may be executed in any number of counterparts, each of which shall be deemed to be an original.

4.5   Electronic Means

Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date hereof.

IN WITNESS WHEREOF, the parties hereto have entered into and signed this Agreement as of the date and year first written.

SPORTS ASYLUM, INC.
Per:	/s/Frank McEnulty
Name:	Frank E. McEnulty
Title	Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director

CELL MEDX CORP.

Per:           /s/ Frank McEnulty

_________________________________

Name:              Frank E. McEnulty

Title:               President, Secretary and Director

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APPENDIX A

ARTICLES OF MERGER

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EX-3.1

EX-99.1

Sports Asylum, Inc. Announces Name Change to Cell MedX Corp.

LAS VEGAS, NEVADA--(Marketwired – October 8, 2014) - Sports Asylum, Inc. (OTCBB:SYLM), (the “Company”) is  pleased to announce that effective October 9, 2014, the Company will change its name to “Cell MedX Corp.” (the “Name Change”).

As a result of the Name Change, on October 9, 2014, the Company’s common stock will commence trading under the symbol “CMXC”.

About Sports Asylum, Inc.: The Company was organized in the State of Nevadawith the intent to acquire and develop mineral properties. On August 29, 2014, the Company signed a Letter Agreement to acquire exclusive rights to a proprietary technology for the treatment of diabetes and related ailments.

On behalf of the Board of Directors, Frank McEnulty, CEO of Sports Asylum, Inc.

Forward-Looking Statements

This press release contains forward-looking statements. Forward-looking statements are subject to risks, uncertainties and assumptions and are identified by words such as "expects", "intends", "estimates", "projects", "anticipates", "believes", "could", and other similar words. All statements addressing product performance, events, or developments that Sports Asylum, Inc. expects or anticipates will occur in the future are forward-looking statements. Because the statements are forward-looking, they should be evaluated in light of important risk factors and uncertainties, some of which are described in Sports Asylum, Inc.'s Quarterly and Annual Reports filed with the United States Securities and Exchange Commission (the "SEC"). Should one or more of these risks or uncertainties materialize, or should any of Sports Asylum, Inc.'s underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated. In addition, undue reliance should not be placed on Sports Asylum, Inc.'s forward-looking statements. Except as required by law, Sports Asylum, Inc. disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this press release. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. No stock exchange, securities commission or other regulatory body has reviewed nor accepts responsibility for the adequacy or accuracy of this release. Investors are advised to carefully review the reports and documents that Sports Asylum, Inc. files from time to time with the SEC, including its Annual, Quarterly and Current Reports.

For further information please contact:

Sports Asylum, Inc.

(310) 508-9398