[10-K/A] PREAXIA HEALTH CARE PAYMENT SYSTEMS INC. Amends Annual Report

Rhea-AI Filing Summary

PREAXIA Health Care Payment Systems, Inc. (PAXH) amended its annual report with consolidated financials showing a stockholders' deficit of $2,341,169 and an accumulated deficit of $5,210,390 as of May 31, 2025. The company used cash in operating activities of $41,516 for the year and reports factors that raise substantial doubt about its ability to continue as a going concern within one year. Management reclassified $126,967 of previously withheld loan conversions to additional paid-in capital and reports convertible debt and notes payable to related parties convertible at $0.10 per share. The filing discloses material weaknesses in internal control, including insufficient technical accounting staff and failure to file corporate tax returns for 2008 through 2025.

Positive

• The company discloses specific product offerings including a High-Interest Super Account (HISA), Smart Debit Card, and MoneyNet network.
• Management converted and reclassified $126,967 of previously withheld loans into additional paid-in capital, closing out that contingent item.

Negative

• The filing states a stockholders' deficit of $2,341,169 and an accumulated deficit of $5,210,390, raising going-concern doubt.
• Management identified material weaknesses in internal controls, including insufficient accounting staff for U.S. tax and complex US GAAP matters.
• The company failed to file corporate tax returns from 2008 through 2025, an explicit compliance deficiency.
• Significant convertible debt and notes payable to related parties (including CEO) convertible at $0.10 per share present potential dilution and related-party risk.
• Operating cash used was reported as $41,516 for the year, indicating cash consumption rather than generation.

Insights

Financial Analyst

TL;DR: Financial condition shows significant deficits, going-concern risk, related-party convertible debt and material internal control weaknesses.

The consolidated statements reveal a negative equity position and an accumulated deficit exceeding $5.2 million, with operating cash outflows and a going-concern disclosure. The reclassification of $126,967 into additional paid-in capital and the existence of substantial convertible notes payable to the CEO (convertible at $0.10 per share) indicate potential dilution risk to shareholders. Material weaknesses—lack of qualified accounting personnel and unfiled tax returns spanning 2008–2025—are control failures that materially affect financial reporting reliability. For investors, these are material governance and solvency concerns explicitly stated in the filing.

Corporate Governance Expert

TL;DR: Governance and compliance gaps are material—unfiled tax returns and weak controls create regulatory and financial reporting risk.

The filing explicitly identifies a material weakness in overall internal control and specific weaknesses (insufficient U.S. tax and US GAAP expertise). Failure to file corporate tax returns for multiple years is an explicit compliance lapse disclosed in the document. Significant related-party balances and convertible instruments payable to the CEO raise oversight and related-party transaction concerns. The audit and disclosure of these items are appropriate, but the issues themselves are negative indicators for corporate governance and regulatory risk.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1 

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended May 31, 2025

or

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to________________

Commission file number 000-53490

PREAXIA HEALTH CARE PAYMENT SYSTEMS INC.
(Exact name of registrant as specified in its charter)

Nevada	20-4395271
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

PO Box 368, Dunedin FL 34697-0368

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (403) 850-4120

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common	PAXH	OTC Markets

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 par value
(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [   ]     No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes [   ]     No [X]

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 [X]     No [   ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes [X]     No [   ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

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

Large accelerated filer [   ]		Accelerated filer         [   ]
Non-accelerated filer   [X]		Smaller reporting company [X]
		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 Act).

Yes [   ]     No [X]

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. [ ]

[ ]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. Approximately $494,059 on November 30, 2024.

(APPLICABLE ONLY TO CORPORATE REGISTRANTS) 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:

53,823,468 shares of common stock as of September 30, 2025

DOCUMENTS INCORPORATED BY REFERENCE

Not Applicable.

 Explanatory Note

This Form 10-K Amendment No. 1 is being filed to include the audited financials, audit reports and iXBRL files for the fiscal years ending May 31, 2025 and 2024.

 TABLE OF CONTENTS

PART I	2
FORWARD-LOOKING STATEMENTS.	2
ITEM 1. BUSINESS	2
ITEM 1A. RISK FACTORS	6
ITEM 1B. UNRESOLVED STAFF COMMENTS	6
ITEM 1C. CYBERSECURITY	6
ITEM 2. PROPERTIES	6
ITEM 3. LEGAL PROCEEDINGS	6
ITEM 4. MINE SAFETY DISCLOSURES	6
PART II	6
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	6
ITEM 6. SELECTED FINANCIAL DATA	7
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	8
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	10
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	11
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	12
ITEM 9A. CONTROLS AND PROCEDURES	12
ITEM 9B. OTHER INFORMATION	12
PART III	13
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	13
ITEM 11. EXECUTIVE COMPENSATION	18
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	20
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	21
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES	22
PART IV	23
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES	23
ITEM 16. FORM 10-K SUMMARY	23
SIGNATURES	24

1 

PART I

FORWARD-LOOKING STATEMENTS.

This annual report contains forward-looking statements. Forward-looking statements are projections in respect of future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "intend," "expect,", "plan," "anticipate," "believe," "estimate," "predict," "potential," or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, including uncertainties and other factors, which may cause our or our industry's actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements. These risks and uncertainties include: a continued downturn in international economic conditions; any adverse occurrence with respect to the development or marketing of our product; any adverse occurrence with respect to any of our licensing agreements; our ability to successfully bring products to market; product development or other initiatives by our competitors; fluctuations in the availability and cost of materials required to produce our products; any adverse occurrence with respect to distribution of our products; potential negative financial impact from claims, lawsuits and other legal proceedings or challenges; and other factors beyond our control.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

As used in this annual report, the terms "we," "us," "our," the "Corporation," and "PreAxia" mean PreAxia Health Care Payment Systems Inc. and its wholly owned subsidiaries (i) PreAxia Health Care Payment Ltd., and (ii) Zane Inc CA. collectively, the "Subsidiaries", unless the context clearly requires otherwise. Unless otherwise stated, "$" refers to United States dollars.

ITEM 1. BUSINESS

Corporate Overview

PreAxia Health Care Payment Systems Inc. (the "Company" or "PreAxia") was incorporated on April 3, 2000, in the State of Nevada.

The Company primarily undertakes its operations through its wholly owned subsidiary, PreAxia Health Care Payment Limited ("PreAxia Payment"). PreAxia Payment was incorporated pursuant to the laws of the Province of Alberta on November 26, 2015.

On May 23, 2025, the Company created a wholly owned subsidiary in Alberta Canada, named Zane Inc. CA. This subsidiary will develop and market the personal financial management products and perfect the health care payment processing services. Zane Inc had no operations before June 30, 2025.

General Overview

PreAxia Payment is a company which intends to deliver a comprehensive suite of solutions and services directed at the emerging health payment market, specifically the opportunities tied to the growth of health spending accounts ("HSA"). There is a rapid shift in healthcare traditional payment models to consumer-directed healthcare that is creating significant opportunities for financial services and insurance industries to deliver new dynamic products to this emerging market.

Spawned by the need to address escalating health care costs, changes in the regulatory environment and the growing consumer desire for greater participation in the management of their health benefits, the boundaries between health care and the financial services industries are becoming increasingly blurred. With the trend towards self-directed health payment solutions and the growing demand for faster, easier and more convenient benefit services, the insurance and benefits industries are banking on HSA medical payments being their next big growth conduit. Studies suggest that HSAs in the US reached $123.3 billion in assets in 2024 and 34.7 million consumers in 2023, an increase of more than 18% of assets over the prior year. This coupled with the continued growth of the Canadian group insurance industry illustrates the emerging opportunity for innovative health payment services. We intend to initially launch our products in Canada. We believe that Canadian businesses are embracing a new healthcare financing vehicle to provide greater value to employees, increase profitability and get more return from their investment. We intend to provide them with services to capture this market opportunity.

2 

Description of Health Spending Account ("HSA")

An HSA is a uniquely designed account established exclusively and specifically for the purpose of health care spending. An employer deposits funds into a special account for the employee. These funds can be used to pay for eligible medical and related health care expenses for the employee and their dependents. HSAs provide employers and employees with greater control in both the amount of funds invested and how these funds are used.

Services and infrastructure provided by PreAxia enable organizations and individuals to eliminate all paper involved in the management of these accounts and benefit through savings in time and money.

The PreAxia platform for processing and managing accounts, including cardholder and customer account management, reconciliation and financial settlement, and customer reporting is fully operational.

Over time, the Company will evaluate opportunities for forms of virtual banking and PayPal-type services. One opportunity seen as particularly relevant to the health care market is to offer instant issuing services that enable corporations to issue and fund Pre-Paid lnterac or credit card services to beneficiaries in real time. If implemented, the beneficiary will most likely select a personal identification number ("PIN") using a PIN and card activation terminal, thus gaining instant access to funds that can be reloaded. This consideration would require development of software systems for the issuing of health payment cards and financial transaction processing services that would be fully managed by a data center.

Matching consumers in need of health care products or services with providers is another area PreAxia intends to evaluate. Consumers managing their health care dollars through an online system will find convenience in seeking out health care professionals and services through the same system.

Description of personal financial products

Our new subsidiaries, Zane Inc CA and Zane US Inc., will concentrate on developing and marketing personal financial tools. Zane's product philosophy centers on a fundamental belief: everyone deserves access to genius level financial guidance. Zane is building the financial operating system for Generation Z - an AI-powered super-app that not only tracks money but also actively and automatically manages it. We're creating what we call a "personal AI-banker in your pocket" - a revolutionary platform that combines the entire world's banking and financial knowledge with an intimate understanding of each user's unique situation, goals, and needs.

3 

The platform centers around three breakthrough innovations:

1. High-Interest Super Account (HISA): Eliminates boundaries between checking, savings, and investment accounts, allowing every dollar to grow at a 10% APY average while remaining instantly accessible

2. Smart Debit Card: Enforces daily spending limits based on predictive budgeting, making overspending physically impossible while building credit automatically

3. MoneyNet: A distributed financial network monitors all user accounts across every institution, automatically orchestrating fund movements to prevent overdrafts, maximize returns, and minimize fees

Distribution Methods and Marketing Strategy

PreAxia and Zane operate on a Cloud Computing Platforms that makes it accessible to anyone with a personal computer and Internet access. The preliminary market for PreAxia's HSA Management Solution is small and medium sized companies that are not currently well served by the current group benefits model. The financial benefits of the PreAxia business model, however, are also relevant to larger employers and we believe that these larger employers will migrate to the PreAxia product over time.

PreAxia's marketing strategy is to promote its existing platform direct to consumers and businesses, and to the groups that most need access to its independent brokers, financial advisors and small to medium sized businesses. Brokers should see PreAxia as a superior method of promoting and supporting HSAs that allow them to earn above average commission rates on invested funds. Financial advisors should see PreAxia in a similar way as brokers except that there is the additional benefit of tax reduction. Small to medium sized businesses, which are expected to drive the growth in business, should see PreAxia as offering financial savings to the company and to employees by offering personal health care benefits through an HSA, along with the same conveniences they have come to expect from other services they currently utilize over the Internet. It is expected that the group benefits market will subsequently follow as they too realize the advantages of PreAxia over their current HSA offerings. PreAxia has begun and will continue to seek opportunities with lead customers and alliance partners to establish reference-able, high-profile implementations and market-leading, early-adopter firms for further developing innovative products and services. The Company intends to design solutions targeted towards corporate financial management, financial risk, audit management and cash management while targeting product/service management as a support to financial management.

PreAxia and Zane operate as a financial technology company structured to navigate the complex regulatory landscape while maintaining agility to innovate rapidly. We're establishing dual headquarters to serve our primary markets effectively, with technology development centered in Calgary, Canada, and regulatory operations managed from major financial centers in both the United States and Canada.

PreAxia intends to achieve service volume and the associated economies of scale through marketing directly to select target customers that provide the necessary transaction volumes, through market specific channel partners and through an education based public relations strategy geared to the small to mid-sized employers including the brokers and financial advisors utilized by these businesses. The channel strategy is supported in the solution design, as multiple channel partners may require custom pricing and compensation.

4 

PreAxia intends to establish several key customer reference accounts, channel marketing partners and technology alliances. These corporate relationships are relevant to advancing our company's goals in 2025 and beyond for achieving a prime position in the Canadian marketplace and establishing a solid service foundation.

Competitive Business Conditions and our Company's Competitive Position in the Industry and Methods of Competition

PreAxia intends to offer a combination of products and services in its solution. However, there are other providers of components or versions of the Health Spending Accounts in the marketplace. Our approach is to provide a high value added and robust capability within specific target markets, rather than the "one size fits all" and mass volume approach of the larger companies in the Canadian and international market. This is consistent with the PreAxia platform which has been designed for expansion in the United States and internationally. The following are some of the leading providers of products and services that are or may be potential competitors in PreAxia's target markets:

• Benecaid has become a leading provider of Health Spending Accounts in Canada by offering an easy-to-understand product through brokers and also directly through the company.

• Olympia Benefits has become a leading provider of Health Spending Accounts in Canada by offering a "Cost Plus" version of HSAs that has become popular in the marketplace.

• QuickCard is a provider of Health Spending Accounts and group insurance products. They are partially differentiated from competitors by virtue of a "credit type card" that is used to pay for qualified health products and services.

• Zelle offers mobile internet money management.

US and International Markets

PreAxia- Zane occupies a unique position in the fintech ecosystem, best understood not as a competitor to existing players but as a new category entirely. We're not building a better budgeting app - we're eliminating the need for budgeting by giving users a personal AI banker that handles it automatically. We're not creating another digital bank - we're making traditional banking boundaries irrelevant through an AI advisor that orchestrates across all institutions. This positioning allows us to partner with, rather than compete against, many existing players. Universities see us as a tool to improve student retention by giving every student a personal financial advisor. Employers view us as an employee benefit that provides each worker with genius-level financial guidance at virtually no cost to the company. Even traditional banks will eventually see us as a path to remain relevant to the younger customers they're currently losing. Our long-term vision extends beyond personal finance into the broader economic ecosystem. By aggregating transaction-level data across millions of users, we'll possess unprecedented insights into consumer behavior, enabling us to offer predictive analytics to retailers, manufacturers, and service providers. This creates a virtuous cycle where our B2B revenue streams subsidize free services for consumers while our consumer growth drives more valuable B2B insights.

Intellectual Property and Patent Protection

At present, PreAxia does not have any pending or registered patents or any trademarks.

Research and Development

For the year ended May 31, 2025, and 2024, we incurred $0 and $5,632 in research and development expenses.

Employees

PreAxia has one full-time consultant, our President, Mr. Tom Zapatinas effective September 1, 2011. We anticipate that we will hire additional key staff throughout 2025 and 2026 in areas of administration/accounting, business development, operations, sales/marketing and research/development.  

In June 2025, PreAxia contracted with Admin Consulting Company to provide regular accounting services and assist in financial reporting and compliance.

On July 1, 2025,the Company contracted with Independent Analytical Research (INARE) and Pavel Bondarev to provide consulting and professional services in business development, execution, and related areas to achieve the objectives set by PreAxia’s Board of Directors and leadership team—specifically, the launch of the Zane mobile banking and personal finance management platform and the attainment of agreed-upon business goals and metrics. Mr. Bondarev will act as Chief Executive Officer on the Zane subsidiaries.

5 

ITEM lA. RISK FACTORS

Not applicable to smaller reporting companies.

ITEM lB. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 1C. CYBERSECURITY

Risk Management and strategy

One of the key functions of our Board of Directors is informed oversight of our risk management process, including risks arising from cybersecurity threats. Our Chief Financial Officer and Chief Operating Officer are primarily responsible for assessing and managing material risks from cybersecurity threats on a day-to-day basis. Our Board of Directors is responsible for monitoring and assessing strategic risk exposure, and our management team is additionally responsible for the day-to-day management of the material risks we face. Our Board of Directors administers its cybersecurity risk oversight function directly as a whole. We additionally may utilizes the assistance of a third-party service provider, an information technology solutions service for purposes of broadly managing our cybersecurity risks.

We have not maintained any current customer lists or sensitive data, but will create the procedures to assess, identify, and manage material risks from cybersecurity threats in the upcoming year.

ITEM 2. PROPERTIES

Although much of the research and development and the building of our system have been completed, our Calgary office closed during the 2017 fiscal year, and we presently operate out of remote employment sites.

ITEM 3. LEGAL PROCEEDINGS

We know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock is quoted on the OTC Markets Pink Sheets under the symbol PAXH.

Following is a report of high and low bid prices for each quarterly period for the years ended May 31, 2025, and 2024.

Quarter Ended				High				Low
	05/31/2025				$0.057				$0.057
	02/28/2025				$0.057				$0.057
	11/30/2024				$0.057				$0.057
	08/31/2024				$0.057				$0.0565
	05/31/2024				$0.057				$0.057
	02/28/2024				$0.057				$0.057
	11/30/2023				$0.057				$0.057
	08/31/2023				$0.057				$0.0565

Holders of Our Common Stock

As of September 30, 2025, there were 87 holders of record of our common stock and 43,023,468 shares of common stock outstanding and 10,800,000 in treasury stock pending vesting. There is currently only one class of common stock with one vote per share.

Pacific Stock Transfer Company of 6725 Via Austin Parkway, Suite 300, Las Vegas, Nevada 89119, is the registrar and transfer agent for our common shares.

6 

Dividends

We have not declared or paid dividends on shares of our common stock and we do not expect to declare or pay dividends on shares of our common stock for the foreseeable future. We intend to retain earnings, if any, to finance the development and expansion of our business. Our future dividend policy will be subject to the discretion of our board of directors and will depend upon our future earnings, if any, our financial condition, and other factors deemed relevant by the board.

Equity Compensation Plans

We adopted and approved a stock option plan on January 28, 2010. This plan was re-affirmed on June 30, 2025, for 2,400,000 stock options. The following table provides a summary of the number of options granted under our stock option plan, the weighted average exercise price and the number of options remaining available for issuance all as of May 31, 2025.

		Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by security holders		None		N/A			2,400,000
Equity compensation plans not approved by security holders		None		N/A			None
Total		None		N/A			2,400,000

Recent Sales of Unregistered Securities

We have not sold any equity securities that were not registered under the Securities Act of 1933 that were not previously reported in a quarterly report on Form I 0-Q or in a current report on Form 8-K during the fiscal year ended May 31, 2025.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during our fiscal years ended May 31, 2025, or 2024.

ITEM 6. SELECTED FINANCIAL DATA

Not Applicable.

7 

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General Overview

Corporate Overview

PreAxia Health Care Payment Systems Inc. (the "Company" or "PreAxia") was incorporated on April 3, 2000 in the State of Nevada.

The Company primarily undertakes its operations through its wholly owned subsidiary, PreAxia Health Care Payment Limited ("PreAxia Payment"). PreAxia Payment was incorporated pursuant to the laws of the Province of Alberta on November 26, 2015.

General Overview

PreAxia Payment is a company which intends to deliver a comprehensive suite of solutions and services directed at the emerging health payment market, specifically the opportunities tied to the growth of health spending accounts ("HSA''). There is a rapid shift in healthcare traditional payment models to consumer-directed healthcare that is creating significant opportunities for financial services and insurance industries to deliver new dynamic products to this emerging market.

Spawned by the need to address escalating health care costs, changes in the regulatory environment and the growing consumer desire for greater participation in the management of their health benefits, the boundaries between health care and the financial services industries are becoming increasingly blurred. With the trend towards self-directed health payment solutions and the growing demand for faster, easier and more convenient benefit services, the insurance and benefits industries are banking on HSA medical payments being their next big growth conduit. Studies suggest that HSAs in the US reached $123.3 billion in assets in 2023 and 37.4 million consumers in 2023, an increase of more than I 8% of assets over the prior year. This coupled with the continued growth of the Canadian group insurance industry illustrates the emerging opportunity for innovative health payment services. We intend to initially launch our products in Canada. We believe that Canadian businesses are embracing a new healthcare financing vehicle to provide greater value to employees, increase profitability and get more return from their investment. We intend to provide them with services to capture this market opportunity.

Plan of Operation

Over the next twelve months, we plan to:

(a) Raise additional capital to execute our previous and new business plans;

(b) Develop a suite of personal financial management applications and websites,

(c) Penetrate the United States and Canadian markets, by continuing to develop innovative financial processing products and services;

(d) Build up a network of strategic alliances with several types of banking and insurance companies, governments and other alliances in various vertical markets, and;

(e) Fill the positions of senior management sales, administrative and engineering positions.

8 

Liquidity and Capital Resources

As of May 31, 2025, PreAxia's cash balance was $0 compared to $14 as of May 31, 2024. Our Company will be required to raise capital to fund our operations. PreAxia had a working capital deficit of $2,341,169 as of May 31, 2025, compared with a working capital deficit of $2,396,179 as of May 31, 2024.

Our ability to meet our financial liabilities and commitments is primarily dependent upon the continued issuance of equity to new stockholders and our ability to achieve and maintain profitable operations. PreAxia's cash and cash equivalents will not be sufficient to meet its working capital requirements for the next twelve-month period. We will not initially have any cash flow from operating activities as we are in the startup stage. We project that we will require an estimated $1,500,000 over the next twelve-month period to pay our arms-length creditors approximately $200,000 plus an additional $1,300,000 to complete our business plan. The Company plans to raise the capital required to satisfy our immediate short-term needs and additional capital required to meet our estimated funding requirements for the next twelve months primarily through the private placement of our equity securities or by way of loans or such other means as PreAxia may determine.

There are no assurances that we will be able to obtain the funds required for our continued operations. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our other obligations as they become due, and we will be forced to scale down or perhaps even cease the operation of our business.

There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon obtaining further long-term financing, successful and sufficient market acceptance of our products and achieving a profitable level of operations. The Company hopes to be able to attract suitable investors for our business plan, which will not require us to use our cash. There can be no assurance that the Company will be successful in this situation. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

The decrease in our working capital deficit of $55,010 was primarily due to decreases in accounts payable of ($54,503) officer compensation accrual of $100,000, reduction in short-term loans of ($124,792), additional related loans payable of $24,657 and bank overdraft of ($388).

Off-balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

9 

Results of Operations - Years ended May 31, 2025, and 2024

For the years ended May 31, 2025, and 2024

Our operating results for the years ended May 31, 2025, compared to the years ended May 31, 2024, are described below:

Revenue

During the years ended May 31, 2025, and 2024, the Company had revenue of $0 and $0, respectively. The Company earns a 10% commission on amounts reimbursed for eligible expenses.

Expenses

Our total expenses for the year ended May 31, 2025, were $152,124 compared to $99,449 for the year ended May 31, 2024. The increase in total expenses of $52,675 for the year ending May 31, 2025, is due to an increase in consulting fees of $40,000, increase in professional fees of $28,824, a decrease of ($10,517) in office and administration fees, and a decrease in research and development of ($5,632).

Consulting Fees

During each of the years ended May 31, 2025, and 2024, Tom Zapatinas, the Chief Executive Officer and Director of the Company, earned $100,000 and $60,000, respectively, for consulting services provided to the Company, which is included in accounts payable and accrued liabilities - related party.

Professional Fees

Professional fees during the year ended May 31, 2025, increased by $28.824 to $47,478, as compared to $18,654 during the year ended May 31, 2024. Professional fees increased due to an increase in costs related to the audit.

General and administrative expenses

General and administrative fees during the year ended May 31, 2025, decreased by ($10,517)   mainly due to decreases in office expenses. 

Research and Development

Research and development expenses during the year ended May 31, 2025, decreased by ($5,632) to $0, as compared to $5,632 during the year ended May 31, 2024. The decrease is due to a decrease in software lease expenses from Microsoft.

Interest Expense

Interest expense is $0 for the years ended May 31, 2025, and 2024, because accounts payable and accrued liabilities - related party, convertible note payable - related party and loans payable - shareholders are non-interest bearing.

Gain on settlement

The Company recorded a $70,114 gain on the settlement of old accounts payable. In May 2025, the Board of Directors evaluated a number of vendor balances in accounts payable. They determined that the president had personally paid many of the small balances and did not claim the expenses. Other balances were determined to be left over from incomplete or unsatisfactory performance. None of the old balances were subject to collection action or suits. The president waived his right to claim the expenses he paid. The Company recorded a gain on settlement with the removal of the old account payable balances.

Critical Accounting Policies

We have identified certain accounting policies, described below, that are the most important to the portrayal of our current financial condition and results of operations. Please refer to Note 2 of the accompanying consolidated financial statements for a full and complete disclosure of our accounting policies.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

10 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

	Page
Report of Independent Public Accounting Firm	F-1
Report of Independent Public Accounting Firm	F-2
Audited Consolidated Balance Sheets	F-3
Consolidated Statements of Operations and Comprehensive Loss	F-4
Consolidated Statements of Changes in Stockholders’ Deficit	F-5
Consolidated Statements of Cash Flows	F-6
Notes to Consolidated Financial Statements	F-7 to F-15

11 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of PreAxia Health Care Payment Systems, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of PreAxia Health Care Payment Systems, Inc. and Subsidiaries (“the Company”) as of May 31, 2025, and the related consolidated statements of operations and comprehensive loss, changes in shareholders’ deficit, and cash flows for the year then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of May 31, 2025, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has an accumulated deficit, net losses, and negative cash flows from operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

  

Fruci & Associates II, PLLC – PCAOB ID #05525 

 We have served as the Company’s auditor since 2025.

Spokane, Washington

September 30, 2025

F-1 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

PreAxia Healthcare Payment Systems Inc.

Calgary, Alberta CA

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of PreAxia Healthcare Payment Systems Inc. (the Company) as of May 31, 2024, and the related consolidated statements of operations and comprehensive loss, stockholders’ deficit, and cash flows for the year then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of May 31, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Considerations

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  The Company has suffered recurring losses since inception, has a working capital deficit, and has not achieved profitable operations, which raises substantial doubt about its ability to continue as a going concern.  Management’s plans in regard to these matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

 

GreenGrowthCPAs

We have served as the Company’s auditor in 2024.

Los Angeles, California

October 10, 2024

PCAOB ID Number 6580

F-2 

PreAxia Health Care Payment Systems Inc.

Consolidated Balance Sheets

As of May 31, 2025 and 2024

		May 31, 2025				May 31, 2024
Assets
Current assets
Cash and cash equivalents		$	—			$	14
Total current assets			—				14
Intangible assets, net			—				—
Total assets		$	—			$	14
Liabilities and Shareholders' Deficit
Current liabilities
Accounts payable and accruals		$	43,683			$	98,184
Accruals and other current liabilities			468,725				368,725
Short-term loans			201,330				326,122
Related party loans			1,627,421				1,602,764
Bank indebtedness			10				398
Total current liabilities			2,341,169				2,396,193
Total liabilities			2,341,169				2,396,193
Commitments and Contingencies (Note 9)			—				—
Shareholders' Deficit
Common stock, 75,000,000 shares authorized, $0.001 par value,19,767,698 issued and outstanding on May 31, 2025, and 2024, respectively			19,768				19,768
Additional paid in capital			2,782,203				2,655,236
Stock subscription			7,825				—
Accumulated deficit			(5,210,390	)			(5,128,380	)
Accumulated other comprehensive income			59,425				57,197
Total shareholders' deficit			(2,341,169	)			(2,396,179	)
Total liabilities and shareholders' deficit		$	—			$	14

See Accompanying Notes to the Consolidated Financial Statements

F-3 

PreAxia Health Care Payment Systems Inc.

Consolidated Statements of Operations and Comprehensive Loss

Years Ended May 31, 2025, and 2024

		May 31, 2025				May 31, 2024
Revenues			—				—
General and administrative expenses
Consulting fees			100,000				60,000
Professional fees			47,478				18,654
General and administration			4,646				15,163
Research and development			—				5,632
Total operating expenses			152,124				99,449
Operating loss			(152,124	)			(99,449	)
Other Income
Gain on settlement			(70,114	)			—
Less Income tax expense			—				—
Net loss			(82,010	)			(99,449	)
Other comprehensive income			2,228				—
Net comprehensive loss		$	(79,782	)		$	(99,449	)
Weighted average shares			19,767,698				19,767,698
Earnings per share – basic and diluted		$	(0.0004	)		$	(0.005	)

See Accompanying Notes to the Consolidated Financial Statements

F-4 

PreAxia Health Care Payment Systems Inc.

Consolidated Statements of Changes in Shareholders’ Deficit

Years Ended May 31, 2025, and 2024

		Number of shares				Common stock				Additional Paid in Capital				Subscriptions for Stock to be issued				Accumulated Other Comprehensive Income				Accumulated deficit				Total
Balance, May 31, 2023			19,767,698			$	19,768			$	2,655,236			$	—			$	57,197			$	(5,028,931	)		$	(2,296,730	)
Net loss and comprehensive income							—				—				—				—				(99,449	)			(99,449	)
Balance, May 31, 2024			19,767,698			$	19,768			$	2,655,236			$	—			$	57,197			$	(5,128,380	)		$	(2,396,179	)
Settlement on debt			—				—				126,967				—				—				—				126,967
Stock to be issued			—				—				—				7,825				—				—				7,825
Net loss and comprehensive income			—				—				—				—				2,228				(82,010	)			(79,782	)
Balance, May 31, 2025			19,767,698			$	19,768			$	2,782,203			$	7,825			$	59,425			$	(5,210,390	)		$	(2,341,169	)

See Accompanying Notes to the Consolidated Financial Statements

F-5 

PreAxia Health Care Payment Systems Inc.

Consolidated Statements of Cash Flows

Years Ended May 31, 2025 and 2024

		May 31, 2025				May 31, 2024
Cash used in Operating activities
Net loss			(82,010	)			(99,449	)
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
Gain on settlement of debt			(70,114	)			—
Changes in operating assets and liabilities
Accounts payable			10,608				8,561
Other current liabilities			100,000				60,000
Net cash used by operating activities			(41,516	)			(30,888	)
Investing activities
Net cash flows from investing activities			—				—
Financing activities
Bank overdrafts			(388	)			398
Proceeds from short-term loans			10,000				18,263
Proceeds from related parties			29,662				13,893
Repayments to related parties			—				(1,658	)
Net cash flows from financing activities			39,274				30,896
Foreign currency change			2,228				—
Increase (decrease) in cash during the year			(14	)			8
Cash, beginning of the period			14				6
Cash, end of the period		$	—			$	14
Supplemental disclosures  :
Cash paid for income taxes		$	—			$	—
Cash paid for interest		$	—			$	—
Noncash investing and financing activities:
Stock issued for debt		$	126,967			$	—
Stock subscription issued for debt		$	7,825			$	—

See Accompanying Notes to the Consolidated Financial Statements

F-6 

PREAXIA HEALTH CARE PAYMENT SYSTEMS INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

May 31, 2025 and 2024

Unaudited

Note 1 - Organization and Description of Business

PreAxia Health Care Payment Systems Inc. (the "Company" or "PreAxia") was incorporated on April 3, 2000, in the State of Nevada. On May 31, 2005, the Company acquired all of the outstanding stock of Tiempo de Mexico Ltd. ("Tiempo") in exchange for 5,000,000 shares of the common stock of the Company with a par value of $0.001. The Company had no operations prior to the date of the aforementioned acquisition.

The business objective of the Company is the development, distribution, marketing and sale of health care payment processing services and personal financial management applications, websites, and products. The Company’s products are in the development stage.

The operations of the Company are expected to be primarily undertaken by its wholly owned subsidiary, PreAxia Health Care Payment Ltd. ("PreAxia Payment"), incorporated pursuant to the laws of the Province of Alberta on November 26, 2015.

On May 23, 2025, the Company created a wholly owned subsidiary in Alberta Canada, named Zane Inc. CA. This subsidiary will develop and market the personal financial management products and perfect the health care payment processing services. Zane Inc had no operations before June 30, 2025.

F-7 

Note 2 - Summary of Significant Accounting Policies

This summary of significant accounting policies of the Company is presented to assist in understanding the Company's consolidated financial statements. The consolidated financial statements and notes are representations of the Company's management who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the consolidated financial statements, which are stated in U.S. Dollars.

Principles of Consolidation

The consolidated financial statements include the accounts of PreAxia Health Care Systems Inc and its wholly owned subsidiaries (i) PreAxia Health Care Payment Ltd., and (ii) Zane Inc CA. All inter-company accounts and transactions have been eliminated in consolidation.

Changes in Classifications of Prior Year Balances.

The consolidated balance sheet for May 31, 2024, and the consolidated statement of cash flows for the year ended May 31, 2024, include reclassifications of various liability accounts from previously filed reports. The reclassifications had no impact on the consolidated statements of operations and comprehensive loss and were solely intra-liability reclassifications of AP and related party liabilities.

Going Concern

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. During the year ended May 31, 2025, the Company incurred a net comprehensive loss of $79,782 and used cash in operating activities of $41,516, and as of May 31, 2025, had a stockholders' deficit of $2,341,169 and an accumulated deficit of $5,210,390. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern within one year of the date that the consolidated financial statements are issued. The Company's consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty should we be unable to continue as a going concern.

The Company's ability to continue as a going concern is dependent upon its ability to develop additional sources of capital and to ultimately achieve profitable operations. Currently, the Company does not have significant cash or other material assets, nor does it have operations or a source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. The Company's officers or principal shareholders are committed to making advances or loans to pay certain legal, accounting, and administrative costs.

The Company hopes to be able to attract suitable investors for our business plan, which will not require us to use our cash. There can be no assurance that the Company will be successful in this situation. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing.

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments with an original maturity of three months or less to be cash equivalents.

Use of Estimates

The preparation of the Company's consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes. Although these estimates are based on management's knowledge of current events and actions that our company may undertake in the future, actual results could differ from those estimates.

F-8 

Foreign Currency Translation

The functional currency of the Company is the United States dollar. The functional currency of the Subsidiaries is the Canadian dollar. Assets and liabilities in the accompanying consolidated financial statements are translated into United States dollars at the exchange rate in effect at the balance sheet date and capital accounts are translated at historical rates. Income statement accounts are translated at the average rates of exchange prevailing during the period. Translation adjustments arising from the use of differing exchange rates from period to period are included in the accumulated other comprehensive income (loss) account in stockholders' deficit.

Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date. Any transaction exchange gains and losses are included in the statement of operations and comprehensive loss.

The Company's reporting currency is the U.S. dollar. All transactions initiated in Canadian Dollars are translated into U.S. dollars in accordance with Accounting Standards Codification ("ASC") 830-30, "Translation of Financial Statements," as follows:

i) assets and liabilities are translated at the closing rate at the date of the balance sheet of 1.00 US Dollar=1.3860 Canadian Dollars (May 31, 2025), 1.00 USD Dollar=0.7408 GBP, and 1.00 US Dollar=1.3643 Canadian Dollars (May 31, 2024), 1.00 USD Dollar=0.7852GBP;

ii) income and expenses are translated at average exchange rates for the year ended May 31, 2025 of 1.00 US Dollar= 1.3957 Canadian Dollars and 1.00 US Dollar= 1.3515 Canadian Dollars (May 31, 2024);

iii) all resulting exchange differences are recognized as other comprehensive income, a separate component of equity. The exchange differences during the year ended May 31, 2025, and 2024 were $2,228 and $0, respectively.

Fair Value of Financial Instruments

The Company defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Management uses a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

• Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

• Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

• Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

The fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of May 31, 2025, and 2024. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

Research and Development Costs

The Company expenses research and development costs as incurred in accordance with FASB ASC 730 "Research and Development." During the years ended May 31, 2025, and 2024, we incurred $0 and $5,632, respectively, in research and development expenses.

F-9 

Software Development Costs

The Company accounts for software development costs in accordance with several accounting pronouncements, including FASB ASC 730, "Research and Development," FASB ASC 350-40, "Internal-Use Software," FASB 985-20, "Costs of Computer Software to be Sold, Leased, or Marketed" and FASB ASC 350-50, "Website Development Costs"

Costs incurred during the period of planning and design, prior to the period determining technological feasibility, for all software developed for use internal and external, has been charged to operations in the period incurred as research and development costs. Additionally, costs incurred after determination of readiness for market have been expensed as research and development.

The Company will capitalize certain costs in the development of our proprietary software (computer software to be sold, leased or licensed) for the period after technological feasibility was determined and prior to our marketing and initial sales.

Website development costs are capitalized under the same criteria as our marketed software.

All previously capitalized software costs were fully amortized in prior years.

Impairment of Long-lived Assets

Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. We did not recognize any impairment losses for any periods presented.

Commitments and Contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

Revenue Recognition

In accordance with ASC 606, "Revenue from Contracts with Customers," revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which we expect to be entitled to receive in exchange for these goods or services. ASC 606 requires us to apply the following steps: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when, or as, we satisfy the performance obligation.

Gross Versus Net Revenue

ASC 606 provides guidance on proper recognition of principal versus agent considerations which is used to determine gross versus net revenue recognition. Under ASC 606, the core objective of the guidance on gross versus net revenue recognition is to help determine whether an entity is a principal or an agent in a transaction. In general, the primary difference between these two is the performance obligation being satisfied. The principal has a performance obligation to provide the desired goods or services to the end customer, whereas the agent arranges for the principal to provide the desired goods or services. Additionally, a fundamental characteristic of a principal in a transaction is control. A principal substantively controls the goods and services before they are transferred to the customer as well as controlling the price of the good or service being provided. An agent normally receives a commission or fee for these activities. In addition to control, the level at which an entity controls the price of the good or service being transferred determines principal versus agent status. The more discretion over setting price a company has in providing the good or service, the more likely they are considered a principal rather than an agent. Under the guidance when another party is involved in providing a good or service to a customer, an entity is a principal if the entity obtains control of the asset or right to a service performed by the other party.

F-10 

The Company provides administrative services for Health Spending Accounts sponsored by employers (the "customer"). The Company does not take possession of goods or control the services provided as the employees of the customer are free to determine their health care provider. As such, the Company records revenue net of reimbursements to employees. The Company's services to the customer consist of reviewing medical costs for eligibility and reimbursing employees for eligible costs.

During the years ended May 31, 2025, and 2024, the Company had revenue of $0 and $0, respectively. The Company earns a 10% commission on amounts reimbursed for eligible expenses.

Income Taxes

The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to be reversed. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income and Comprehensive Income in the period that includes the enactment date.

The Company follows section 740-10-25 of the FASB Accounting Standards Codification ("Section 740-10-25") with regards to uncertain income tax positions. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. 

Per Share Data

Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, "Earnings per Share." Basic earnings per common share ("EPS") calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. On May 31, 2025 and 2024, we excluded the common stock issuable upon conversion of Convertible Note Payable - Related Party of 15,255,770 shares and 15,255,770 shares, respectively, as their effect would have been anti-dilutive.

Note 3 - Recent Accounting Pronouncements

The Company reviews new accounting standards as issued or updated. No new standards or updates had any material effect on these consolidated financial statements. The accounting pronouncements issued subsequent to the date of these consolidated financial statements that were considered significant by management were evaluated for the potential effect on these consolidated financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these consolidated financial statements as presented.

Segment reporting required by ASU 2023-07 Segment Reporting-Improvements to Reportable Segment Disclosures are included in these statements. There have been no other recent accounting pronouncements or changes in accounting pronouncements during the period ended May 31, 2025, that are of significance or potential significance to the Company. See note 10 below.

F-11 

Note 4 – Intangible assets, net

The Company has recorded the following intangible assets:

Schedule of intangible asset
		May 31, 2025				May 31, 2024
Software acquisition costs		$	102,151			$	102,151
Less accumulated amortization			(102,151	)			(102,151	)
Net intangible assets		$	—			$	—

Amortization expense recorded for the years ended May 31, 2025, and 2024 were $0 and $0, respectively.

Note 5 -Current liabilities

The Company owed the following current liabilities:

Schedule of current liabilities
		May 31, 2025				May 31, 2024
Bank Overdraft		$	10			$	398
Accounts payable			43,683				98,184
Payroll deductions payable			37,087				37,087
Payroll deductions arrears			31,638				31,638
Accrued officer compensation			400,000				300,000
Accruals and other current liabilities			468,725				368,725
Loans payable			201,330				191,330
Liability for unissued shares			—				134,792
Short-term loans			201,330				326,122
Advance from Officer			101,844				77,187
Promissory Note officer			466,817				466,817
Convertible debt officer		$	1,058,760			$	1,058,760
Related party loans			1,627,421				1,602,764
Total		$	2,341,169			$	2,396,193

Accounts payable

In May 2025, the Board of Directors evaluated a number of vendor balances in accounts payable. They determined that the president had personally paid many of the small balances and did not claim the expenses. Other balances were determined to be left over from incomplete or unsatisfactory performance. None of the old balances were subject to collection action or suits. The president waived his right to claim the expenses he paid. The Company recorded a $70,114 gain on settlement with the removal of the old account payable balances.

Accruals and other liabilities

Over several prior fiscal years, the Company accrued a salary for its main officer and the related payroll deductions payable. In the fiscal year ended May 31, 2025, the Company accrued the officer compensation as a contractor and did not increase the payroll deductions payable.

Short-term loans

A number of friends of the Company have loaned money to the Company, normally on open accounts bearing no interest.

Two loans on May 31, 2024, labeled as liability for unissued shares were determined to be balances from stock subscriptions. $126,967 in debt was withheld from the calculation of additional paid in capital, in 2017, as a hedge against a future settlement, since the conversion rate was much higher than all other participants. As of May 31, 2025, management has determined the stock was issued in 2017 and that no further settlement is forthcoming. Management has reported the conversion of $126,967 in debt as an addition to additional paid capital as of May 31, 2025.

A second subscription amount of $7,825 was moved to subscription payable in the equity section.

F-12 

Note 6 - Related Party Transactions

As of May 31, 2025, and 2024, accruals and current liabilities included accrued officer compensation due to Tom Zapatinas (Chief Executive Officer and a Director of the Company) totaled $400,000 and $300,000, respectively. During the years ended May 31, 2025, and 2024, Tom Zapatinas earned $100,000 and $60,000, respectively, for consulting services provided to the Company.

Advances - Related Party

As of May 31, 2025, and 2024, advances payable due to Tom Zapatinas totaled $101,844 and $77,187, respectively. Advances are non-interest-bearing, unsecured and payable on demand. During the years ended May 31, 2025, and 2024, Tom Zapatinas, the Chief Executive Officer and a Director of the Company, advanced the Company $30,534 and $13,893, respectively, in cash and was repaid $0 and $1,658, respectively, in cash.

Promissory Note - Related Party

As of May 31, 2025, and 2024, promissory note - related party of $466,817 and $466,817, respectively, is due to Tom Zapatinas, the Chief Executive Officer and a Director of the Company. The Note is non-interest bearing, unsecured and payable or convertible on demand at a conversion price of $0.10 per share, which equates to 4,668,170 shares.  

Convertible Note Payable - Related Party

As of May 31, 2025, and 2024, convertible notes payable - related party of $1,058,760 is due to Tom Zapatinas, the Chief Executive Officer and a Director of the Company. The Note is non-interest bearing, unsecured, payable on demand and convertible in whole or in part into shares of common stock of the Company at a conversion price of $0.10 per share, which equates to 10,587,600 shares.

F-13 

Note 7 - Income Taxes

The Company elected to be taxed as a corporation and adopted the provisions of uncertain tax positions as addressed in ASC 740-10-65-1. As a result of the implementation of ASC 740-10-65-1, the Company recognized no increase in the liability for unrecognized tax benefits.

The Company has no tax position at May 31, 2025, or 2024, for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company does not recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the period presented. The Company had no accruals for interest and penalties at May 31, 2025, or, 2024. The Company’s utilization of any net operating loss carry forward may be unlikely as a result of its intended activities.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.

In general the NOL deduction for tax years beginning after December 31, 2020, cannot exceed the sum of (1) the NOLs carried to the year from tax years beginning before January 1, 2018; plus, (2) the lesser of: (a) the NOLs carried to the year from tax years beginning after December 31, 2017, or (b) 80% of the excess (if any) of taxable income computed without regard to deductions for NOLs, or Qualified Business Income (QBI), or section 250 deductions, over the NOLs carried to the year from tax years beginning before January 1, 2018.

Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of May 31, 2025 and 2024. All tax years since inception remains open for examination only by taxing authorities of US Federal, Canadian, and state of Nevada.

Since the US tax rate is higher than the effective Canadian tax rate, and the US tax code contains provisions for a foreign tax credit to avoid double taxation, the Company is using the US corporate tax rate as the effective tax rate for all income.

The components of the Company’s deferred tax assets and reconciliation of income taxes computed at the new federal, Canadian, and state statutory rate of 21.0% to the income tax amount recorded as of May 31, 2025, and 2024, are as follows:

Schedule of deferred tax assets and liabilities
		May 31, 2025				May 31, 2024
Accumulated loss		$	5,210,390			$	5,128,380
Book tax differences – accrued officer compensation			(400,000	)			(300,000	)
Net operating loss and carryforwards		$	4,810,390			$	4,828,380
Effective tax rate - US			21.0	%			21.0	%
Deferred tax asset, rounded			1,010,200				1,014,000
Less: Valuation allowance, rounded			(1,010,200	)			(1,014,000	)
Net deferred asset		$	—			$	—

During the years ended May 31, 2025, and 2024, the change in valuation allowance was a decrease of ($3,800) in 2025 and an increase of $8,300 in 2024.

F-14 

Note 8 - Stockholders' Deficit

Common Stock

Common Stock, par value of $0.001 per share; 75,000,000 shares authorized: 19,767,698 shares issued and outstanding on May 31, 2025, and 2024. Holders of Common Stock have one vote per share of Common Stock held.

During the fiscal year ended May 31, 2025, management examined the liability for unissued shares of $134,792. The Company determined that in 2017, $126,967 in loans were held back from the debt to stock conversion calculation as a hedge against future settlement. In 2025, the Company determined there is no other settlement coming and the $126,967 in loans was applied to additional paid in capital to close out the debt.

Additionally, the Company determined that $7,825 of the liability for unissued shares is a subscription for 20,000 shares of common stock. This stock will be issued as soon as possible. This debt was reclassified to stock subscriptions to be issued.

Note 9 - Contingencies and Commitments

From time to time the Company may be a party to litigation matters involving claims against the Company. Management believes that there are no current matters that would have a material effect on the Company's financial position or results of operations.

The Company does not have long-term commitments for equipment purchases or leases. The Company presently operates from remote employment sites.

Note 10 - Segment reporting

FASB ASU 2023-07 requires all public entities to expand segment reporting on all significant segments and to report significant segment expenses when the chief operating decision maker uses this information to make decisions about resource allocation. The president and CEO of PreAxia was the chief operating decision maker during fiscal years ended, May 31, 2025, and 2024

The Company has been focused on developing Health Savings Account software. During the fiscal years ended May 31, 2025, and 2024, management determined the Company is only operating in one segment but two locations. There are no revenues, and the expenses are split between a Canadian office and the US Holding company. The basic information on segments is as follows:

Schedule of segment reporting
		May 31, 2025				May 31, 2024				$ diff				% diff
Canadian revenues		$	—			$	—			$	—
Canadian expenses			(52,524	)			(50,795	)			(1,729	)			3	%
			(52,524	)			(50,795	)			(1,729	)			3	%
US revenues			—				—				—
US expenses			(99,600	)			(48,654	)			(50,946	)			105	%
US Other income			71,470				—				71,470
Net			(28,130	)			(48,654	)			20,524				-42	%
Combined net loss		$	(80,654	)		$	(99,449	)		$	18,795				-19	%

Note 11 - Subsequent Events

The Company has evaluated all subsequent events through the date these financial statements were issued.

On June 30, 2025, the CEO converted USD $1,525,577 in convertible debt into 15,255,770 shares of common stock at $0.10 per share.

In June 2025, the Company signed a Contractor agreement with INARE, Inc, an Alberta CA company, for the services of Pavel Bondarev to run two (2) subsidiaries and develop new technologies and products for stock and management fees. Pavel Bondarev was also added to the Board of Directors of PreAxia. The Company issued 16,500,000 shares of common stock for the contract at $0.10 per share.

In June 2025, 1,500,000 shares of stock were issued for services at $0.10 per share.

In June 2025, the Company reestablished a 2025 Stock Plan for 2,400,000 stock options.

In August 2025, the Company received $200,000 from the sale of 800,000 shares of common stock in a private placement.

In September 2025, the Company established a new subsidiary, Zane Inc US, to market mobile banking and personal finance management platforms in the United States. Pavel Bondarev will run both Zane subsidiaries.

In September 2025, the Board of Directors decided to start doing business as PreAxia-Zane Financial.

F-15 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On October 25, 2024, GreenGrowth CPAs (“GGCPA”) resigned as the Registrant’s independent principal accountant to audit the Registrant’s financial statements. Neither of GGCPA’s audit reports for the past two years contained an adverse opinion, disclaimer of opinion or qualification concerning the Registrant’s financial statements. There have been no disagreements with GGCPA during the Company’s two most recent fiscal years and any subsequent interim period through the date of termination on October 25, 2024.

On October 28, 2024, the Registrant retained the firm of Fruci & Associates II, PLLC (“Fruci”) to serve as its principal independent accountant. At no time during the past two fiscal years or any subsequent period prior to October 28, 2024 did the Registrant consult with Fruci regarding any of the enumerated items described in Item 304(a)(1)(iv) of Regulation S-K, any "reportable event,” as described in Item 304(a)(1)(v) of Regulation S-K, or the type of audit opinion that might be rendered for the Registrant.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Management, evaluated the effectiveness of our disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e). Based upon this evaluation, the Chief Executive Officer concluded that, as of May 31, 2025, the disclosure controls and procedures were not effective. The ineffectiveness of our Company's disclosure controls and procedures was due to the existence of material weaknesses identified below.

Disclosure controls and procedures are the controls and other procedures that are designed to ensure that information required to be disclosed in our Company's Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities Exchange Commission's rules and forms.

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules l 3a-l5(f) and 14d-14(f). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

All internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can only provide reasonable assurance with respect to financial reporting reliability and financial statement preparation and presentation. In addition, projections of any evaluation of effectiveness to future periods are subject to risk that controls become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our company's internal control over financial reporting as of May 31, 2025. In making the assessment, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO - 2013) in Internal Control-Integrated Framework. Based on its assessment, management concluded that, as of May 31, 2025, our Company's internal control over financial reporting was not effective.

Management has identified the following material weaknesses:

• We have a material weakness in overall effectiveness of internal controls

• We do not have accounting staff with sufficient technical accounting knowledge relating to accounting for U.S. income taxes and complex US GAAP matters; and

• We failed to file our corporate tax returns for 2008 through 2025.

We intend to take appropriate and reasonable steps to make the necessary improvements to remediate these material weaknesses. In particular, we intend to hire staff with U.S. GAAP expertise if we can obtain additional financing and hire professionals to prepare and complete the filing of our corporate tax returns.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during our fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

ITEM 9B. OTHER INFORMATION.

During the fiscal year ended May 31, 2025, no director or Section 16 officer adopted or terminated any Rule 10b5-l trading arrangements or non-Rule 10b5-l trading arrangements.

12 

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

The following individuals serves as the director and executive officers of our Company. All directors of our Company hold office until the next annual meeting of our shareholders or until their successors have been elected and qualified. The executive officers of our Company are appointed by our board of directors and hold office until their death, resignation or removal from office. 

Name	Position	Age	Date First Elected
Tom Zapatinas	President, Chief Executive Officer, Secretary, Chief Financial Officer, Treasurer and Director	70	Director January 2007 Officer January 2009
Paul Verberne	Director	59	Director June 2018
Pavel Bondarev	Director	50	Director June 2025

Significant Employees

There are no family relationships between or among our directors or executive officers.

Business Experience

Tom Zapatinas, President, Secretary, Chief Executive Officer; Chief Financial Officer and a director

Tom Zapatinas has been a director of our Company since January 9, 2007, and the president, secretary, chief executive officer and chief financial officer of our company since January 25, 2008. Mr. Zapatinas has been a self-employed business consultant since August 1997. In June of 1998, Mr. Zapatinas founded Prolific Smart Card Software Systems Inc. which became a reporting issuer on the TSX Venture Exchange in Canada. Mr. Zapatinas resigned from Prolific on May 29, 2001, to go back to his consulting practice. He has experience in financing, corporate development and mergers and acquisitions.

Mr. Zapatinas is not an officer or director of any other reporting company that files annual, quarterly or periodic reports with the United States Securities and Exchange Commission.

We believe Mr. Zapatinas is qualified to serve on our board of directors because of his knowledge of our company's history and current operations, which he gained from working for our company as described above, in addition to his business experiences as described above.

Paul Verberne, member of the Board of Directors

Mr. Verberne has been involved in the Healthcare Spending Account (HSA) industry since 2004, when he became counsel for HSA Bank (a division of Webster Bank). He provided legal and business expertise focused on tax favored benefit accounts, helping HSA Bank grow from $8 million in HSA deposits to over $800 million in six years. HSA Bank is now a leading HSA provider in the USA with over $5 billion in assets. Mr. Verberne was also general counsel to the American Banker's Association HSA Council and Tango Health, a leading benefits optimization solutions provider. He is currently a principal in HSA Consulting Services, LLC, which provides training and expertise to the HSA industry, and a partner in Verberne & Maldonado LLP in Houston, a law firm concentrating in business law. He received his B.A. in Liberal Arts Hi(Economics/Psychology) from the University of Texas (Austin) and a Juris Doctorate from University of Houston Law Center. Mr. Verberne will be providing strategic advice and guidance to PreAxia as it develops, rolls out and expands its HSA Management Solution throughout Canada and the USA.

Pavel Bondarev, member of the Board of Directors

Pavel Bondarev is a dynamic and visionary executive with 15+ years of global experience leading Al, Data Science, Business Intelligence, and Digital Strategy across banking & financial services, telecom, Saas, and emerging technologies. Proven track record in building and scaling high performing teams, creating award-winning innovation, and delivering over $ZOOM in measurable business impact through AI and analytics platforms. Recognized by the British Royal Society, the Russian Academy of Science, the Swiss and German National Research Foundations, and CBC's Dragon's Den. Extensive board-level exposure in startup and corporate environments, with deep knowledge of technology commercialization, digital transformation, and customer-centric strategy. He has a degree in Mechanical Engineering, postgraduate work at the University of Westminster, UK and a PhD in Applied Mathematics & Computer Science from Southern Federal University, Russia.

13 

Involvement in Certain Legal Proceedings

Our directors or executive officers have not been involved in any of the following events during the past ten years:

1. any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

4. being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

5. being the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any federal or state securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease- and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a) (26) of the Securities Exchange Act of 1934), any registered entity (as defined in Section l(a) (29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Audit Committee

The Corporation is a "venture issuer" as defined in National Instrument 52-110 and is relying on the exemption contained in Section 6.1 of National Instrument 52-110, which exempts the Corporation from the requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of National Instrument 52-110.

The Audit Committee's Charter

Mandate

The primary function of the audit committee (the "Committee") is to assist the Board of Directors in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Corporation to regulatory authorities and shareholders, the Corporation's systems of internal controls regarding finance and accounting and the Corporation's auditing, accounting and financial reporting processes. Consistent with this function, the Committee will encourage continuous improvement of, and should foster adherence to, the Corporation's policies, procedures and practices at all levels. The Committee's primary duties and responsibilities are to:

• Serve as an independent and objective party to monitor the Corporation's financial reporting and internal control system and review the Corporation's financial statements.

• Review and appraise the performance of the Corporation's external auditors.

• Provide an open avenue of communication among the Corporation's auditors, financial and senior management and the Board of Directors.

Composition

The Committee shall be comprised of two directors as determined by the Board of Directors, whom shall be free from any relationship that, in the opinion of the Board of Directors, would interfere with the exercise of his or her independent judgment as a member of the Committee.

14 

The members of the Committee shall be elected by the Board of Directors at its first meeting following the annual shareholders' meeting. Unless a Chair is elected by the full Board of Directors, the members of the Committee may designate a Chair by a majority vote of the full Committee membership.

Meetings

The Committee shall meet annually, or more frequently as circumstances dictate. As part of its job to foster open communication, the Committee will meet at least annually with the Chief Financial Officer and the external auditors.

Responsibilities and Duties

To fulfill its responsibilities and duties, the Committee shall:

Documents/Reports Review

(a) Review and update this Charter annually.

(b) Review the Corporation's financial statements, MD&A and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the external auditors.

External Auditors

(a) Review annually the performance of the external auditors who shall be ultimately accountable to the Board of Directors and the Committee as representatives of the shareholders of the Corporation.

(b) Obtain annually, a formal written statement of the external auditors setting forth all relationships between the external auditors and the Corporation, consistent with PCAOB Rule 3526.

(c) Review and discuss with the external auditors any disclosed relationships or services that may impact the objectivity and independence of the external auditors.

(d) Take, or recommend that the full Board of Directors take, appropriate action to oversee the independence of the external auditors.

(e) Recommend to the Board of Directors the selection and, where applicable, the replacement of the external auditors nominated annually for shareholder approval.

(f) At each meeting, consult with the external auditors, without the presence of management, about the quality of the Corporation's accounting principles, internal controls and the completeness and accuracy of the Corporation's financial statements.

(g) Review with management and the external auditors the audit plan for the year-end financial statements and intended template for such statements.

(h) Review and pre-approve all audit and audit related services and the fees and other compensation related thereto, and any non-audit services, provided by the Corporation's external auditors. The pre-approval requirement is waived with respect to the provision of non-audit services if,:

(i) the aggregate amount of all such non-audit services provided to the Corporation constitutes not more than five percent of the total amount of revenues paid by the Corporation to its external auditors during the fiscal year in which the non-audit services are provided;

(ii) such services were not recognized by the Corporation at the time of the engagement to be non-audit services; and

(iii) such services are promptly brought to the attention of the Committee by the Corporation and approved prior to the completion of the audit by the Committee or by one or more members of the Committee who are members of the Board of Directors to whom authority to grant such approvals have been delegated by the Committee.

15 

Provided the pre-approval of the non-audit services is presented to the Committee's first scheduled meeting following such approval such authority may be delegated by the Committee to one or more independent members of the Committee.

Financial Reporting Processes

(a) In consultation with the external auditors, review with management the integrity of the Corporation's financial reporting process, both internal and external.

(b) Consider the external auditors' judgments about the quality and appropriateness of the Corporation's accounting principles as applied in its financial reporting.

(c) Consider and approve, if appropriate, changes to the Corporation's auditing and accounting principles and practices as suggested by the external auditors and management.

(d) Review significant judgments made by management in the preparation of financial statements and the view of the external auditors as to the appropriateness of such judgments.

(e) Following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.

(f) Review any significant disagreement among management and the external auditors in connection with the preparation of the financial statements.

(g) Review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented.

(h) Review any complaints or concerns about questionable accounting, internal accounting controls or auditing matters.

(i) Review certification process.

Other

Review any related-party transactions.

Members of the Audit Committee

Name	Independence	Financially Literate
Tom Zapatinas	Not Independent	CEO, CFO for over 30 years
Paul Verberne	Independent	Corporate Lawyer

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CORPORATE GOVERNANCE

Corporate Governance relates to the activities of the Board of Directors. National Policy 58-201 establishes corporate governance guidelines which apply to all public companies. The Corporation has reviewed its own corporate governance practices in light of these guidelines. In certain cases, the Corporation's practices comply with the guidelines, however, the Board considers that some of the guidelines are not suitable for the Corporation at its current stage of development and therefore these guidelines have not been adopted. National Policy 58-201 mandates disclosure of corporate governance practices which disclosure is set out below. The Board is committed to sound corporate governance practices in the interest of its shareholders and contribute to effective and efficient decision making. The Corporation will continue to review and implement corporate governance guidelines as the business of the Corporation progresses.

Independence of Members of Board

The Corporation's Board consists of three directors, Paul Verberne, Pavel Bondarev, and Tom Zapatinas. Of which Tom Zapatinas is not independent as he is the Chief Executive Officer of the Corporation, and Pavel Bondarev is not independent as he is the Chief Executive Officer of two subsidiaries.

Management Supervision by Board

The size of the Corporation is such that all of the Corporation's operations are conducted by a small management team which is also represented on the Board. The Board considers that management is effectively supervised by the director on an informal basis as the director is actively and regularly involved in reviewing the operations of the Corporation and has regular and full access to management.

Other Directorships

Neither Paul Verbeme, Pavel Bondarev, nor Tom Zapatinas are directors of any other reporting issuers.

Orientation and Continuing Education

The Board does not have a formal orientation or education program for its members. New Board members are provided with information respecting the functioning of the Board of Directors, audit committee, access to all of the publicly filed documents of the Corporation and complete access to management and the Corporation's professional advisors.

Board members are encouraged to communicate with management and the auditors, to keep themselves current with industry trends and developments and changes in legislation with the Corporation's assistance, to attend industry seminars and to visit the Corporation's operations. Board members have full access to the Corporation's records and legal counsel.

Ethical Business Conduct

The Board believes good corporate governance in an integral component to the success of the Corporation and to meet responsibilities to shareholders.

At present the Board has not adopted guidelines or stipulations or a code to encourage and promote a culture of ethical business conduct due to the size of its Board and its limited activities. The Corporation does promote ethical business conduct through the nomination of Board members it considers ethical.

Nomination of Directors

The Board has responsibility for identifying and assessing potential Board candidates. Recruitment of new directors has generally resulted from recommendations made by directors, management and shareholders. The Board assesses potential Board candidates to fill perceived needs on the Board for required skills, expertise, independence and other factors.

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Compensation of Directors and the CEO

The directors decide as a Board the compensation for the Corporation's directors and officers. Compensation is determined by considering compensation paid for directors and CEOs of companies of similar size and stage of development in the health care payment industry and determining appropriate compensation reflecting the need to provide incentive and compensation for the time and effort expended by the directors and senior management while taking into account the financial and other resources of the Corporation. In setting compensation, the performance of the CEO is reviewed in light of the Corporation's objectives and other factors that may have impacted the success of the Corporation.

Board Committees

The Corporation has an Audit Committee (see section entitled "Audit Committee").

The Board is of the view that the size of the Corporation's operations does not warrant additional committees at this stage of the Corporation's development.

Assessments

The Board does not consider that formal assessments would be useful at this stage of the Corporation's development.

Section 16(a) Beneficial Ownership Reporting Compliance

Section l 6(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during the fiscal year ended May 31, 2025, all filing requirements applicable to our executive officers, directors and greater than I0% percent beneficial owners were complied with.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth all compensation received during the two years ended May 31, 2025, and 2024 by our principal executive officer and principal financial officer and each of the other most highly compensated executive officers whose total compensation exceeded $100,000 in such fiscal year. These officers are referred to as the Named Executive Officers in this report.

Summary Compensation

The following table provides a summary of the compensation received by the persons set out therein for each of our last two fiscal years:

SUMMARY COMPENSATION TABLE

Name and Principal Position		Year				Salary $				Bonus $				Stock Award $				Option Award $				Non-Equity Incentive Plan $				Change in Pension Value and Non-Qualified Deferred Comp $				All Other Comp $				Total $
Tom Zapatinas			2025			$	100,000				0				0				0				0				0				0			$	100,000
CEO, President			2024			$	60,000				0				0				0				0				0				0			$	60,000

Employment Agreements

There are currently no employment agreements in effect.

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Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We adopted and approved a stock option plan on January 28, 2010, pursuant to which we may grant stock options to acquire up to 2,000,000 shares of our common stock. On June 30, 2025, we reaffirmed the plan and renamed it, 2025 Stock Plan with 2,400,000 options available. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors from time to time.

Termination of Employment and Change in Control Arrangements

We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control.

Outstanding Equity Awards at Fiscal Year-End

No executive officer held any outstanding equity awards as of May 31, 2025.

Aggregated Option Exercises

There were no options granted or exercised by any executive officer or director of our company during the twelve-month period ended May 31, 2025.

Directors Compensation

We reimburse our directors for expenses incurred in connection with attending board meetings but did not pay director's fees or other cash compensation for services rendered as a director in the year ended May 31, 2025. We have no present formal plan for compensating our directors for their service in their capacity as directors, although in the future, such directors are expected to receive compensation and options to purchase shares of common stock as awarded by our board of directors or (as to future options) a compensation committee which may be established in the future. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. The board of directors may award special remuneration to any director undertaking any special services on behalf of our company other than services ordinarily required of a director. Other than indicated in this annual report, no director received and/or accrued any compensation for his or her services as a director, including committee participation and/or special assignments.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security ownership of certain beneficial owners

The following table sets forth, as of September 30, 2025, certain information with respect to the beneficial ownership of our common stock by our current directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common stock they hold, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated. As of September 30, 2025, there were no shareholders known by us to be beneficial owners of more than 5% of our common stock except as set forth in the following table.

Security ownership of management 

Title of Class		Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership (1)				Percentage of Class (2)
Common Stock		Tom Zapatinas 3212 – 14 Avenue SW Calgary, AB T3C 0X3			16,500,000				32.0%
Common Stock		Paul Verberne c/o PO Box 368 Dunedin FL 34697			500,000				0.9%
Common Stock		Paul Bondarev c/o PO Box 368 Dunedin FL 34697			16,500,000				32.0%
Common Stock		All officers and directors as a group (2 persons)			33,500,000				64.9%

1) Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable, or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage ownership of the person holding such option or warrants but are not deemed outstanding for purposes of computing the percentage ownership of any other person.

2) Based upon 53,823,468 issued shares of common stock as of September 30, 2025, 43,023,468 outstanding and 10,800,000 in treasury

Changes in Control

We are unaware of any contract or other arrangement, the operation of which may at a subsequent date result in a change of control of our company.

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Other than as listed below, no director, officer, principal shareholder holding at least 5% of our common shares, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction, since the beginning of our fiscal year ended May 31, 2025, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years.

1.  During the year ended May 31, 2025, the Company's president, Tom Zapatinas, invoiced $100,000 for management services rendered to the Company, advanced $30,534 in cash and received repayments of $0 in cash. As of May 31, 2025, Advances - related party include a total of $101,488 due for advances and accrued liabilities include $400,000 due as officer compensation payable to Mr. Zapatinas. The balances as of May 31, 2024, were $77,187   and $300,000, respectively.

2.  As of May 31, 2025, and 2024, promissory note - related party of $466,817 and $466,817, respectively, is due to Tom Zapatinas, the Chief Executive Officer and a Director of the Company. The Note is non-interest bearing, unsecured and payable on demand or convertible at a conversion price of $0.10 per share, which equates to 4,668,170 shares.   The Board of Directors elected to convert this debt in 2022.

3.  As of May 31, 2025 and 2024, convertible note payable - related party of $1,058,760 is due to Tom Zapatinas, the Chief Executive Officer and a Director of the Company. The Note is non-interest bearing, unsecured, payable on demand and convertible in whole or in part into shares of common stock of the Company at a conversion price of $0.10 per share, which equates to 10,587,600 shares.

Director Independence 

We do not currently have any directors that would fit the independence requirements of Rule 5605(a)(2) of the Nasdaq Marketplace Rules.

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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit fees

The aggregate fees billed by registered audit firms for the completed fiscal periods ended May 31, 2025 and 2024 for professional services rendered for the audit of our annual financial statements, quarterly reviews of our interim financial statements and services normally provided by the independent accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

		Year Ended				Year Ended
		May 31, 2025				May 31, 2024
Audit Fees and Audit Related Fees GreenGrowthCPAs		$	10,000				—
Audit Fees and Reviews – Fruci & Associates			—			$	22,000
Tax Fees			—				—
All other fees			—				—
Total		$	10,000			$	22,000

In the above tables, "audit fees" are fees billed by our company's external auditor for services provided in auditing our company's annual financial statements for the subject year. "Audit-related fees" are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit and review of our company's financial statements. "Tax fees" are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. "All other fees" are fees billed by the auditor for products and services not included in the foregoing categories.

Policy on Pre-Approval by Audit Committee of Services Performed by Independent Auditors

The board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors before the respective services were rendered.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibit Number	Description
3.1	Articles of Incorporation (Incorporated by reference to the Exhibits filed with the Form SB-2 filed with the SEC on March 16, 2006)
3.2	Certificate of Amendment to Articles of Incorporation (Incorporated by reference to the Exhibits filed with Schedule 14C on November 14, 2008)
3.3	Bylaws (Incorporated by reference to the Exhibits filed with the Form SB-2 filed with the SEC on March 16, 2006)
3.4	Amended Bylaws (Incorporated by reference to the Exhibits filed with the Form SB-2 filed with the SEC on March 16, 2006)
10.1	Share Exchange Agreement dated May 31, 2005 between Kimberley Coonfer, Caribbean Overseas Investments Ltd., Sun World Partners Inc. and Tiempo De Mexico Ltd. (Incorporated by reference to the Exhibits filed with the Form SB-2 filed with the SEC on March 16, 2006)
10.2	Letter of Intent dated February 22, 2008 between Sun World Partners Inc. and H Pay Card Ltd. (Incorporated by reference to the Exhibits filed with the Form 8-K on March 5, 2008)
10.3	Acquisition Agreement dated April 22, 2008 (Incorporated by reference to the Exhibits filed with the Form 8-K on May 19, 2008)
10.4	Promissory note dated June 1, 2011 issued to Macleod Projects Inc. (Incorporated by reference to the Exhibits filed with the annual report on Form 10-K  for the year ended May 31, 2011 filed with the SEC on October 21, 2011)
10.5	Promissory note dated August 5, 2011 issued to Macleod Projects Inc. (Incorporated by reference to the Exhibits filed with the annual report on Form 10-K  for the year ended May 31, 2011 filed with the SEC on October 21, 2011)
10.6	Promissory note dated August 31, 2017 issued to 2001033 Alberta Ltd. (Incorporated by reference to the Exhibits filed with the annual report on Form 10-K  for the year ended May 31, 2018 filed with the SEC on September 13, 2018)
10.7	Promissory note dated May 31, 2018 issued to 1378655 Alberta Ltd. (Incorporated by reference to the Exhibits filed with the annual report on Form 10-K  for the year ended May 31, 2018 filed with the SEC on September 13, 2018)
31.1*	Section 302 Certification of Principal Executive Officer
32.1*	Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*Filed Herewith.

ITEM 16. FORM 10-K SUMMARY. None

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

PREAXIA HEALTH CARE PAYMENT SYSTEMS INC.

/s/Tom Zapatinas
By: Tom Zapatinas, President and Director
(Principal Executive Officer, Principal Financial Officer and Director)
Dated: September 30, 2025

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Tom Zapatinas
By: Tom Zapatinas, President and Director
(Principal Executive Officer, Principal Financial Officer and Director)
Dated September 30, 2025

/s/ Paul Verberne
By: Paul Verbeme, Director
Dated: September 30, 2025

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FAQ

What is PREAXIA's reported stockholders' deficit (PAXH)?

Stockholders' deficit is $2,341,169 and accumulated deficit is $5,210,390 as of May 31, 2025, per the filing.

Does the 10-K/A state a going-concern issue for PAXH?

Yes. The filing states factors that raise substantial doubt about the company's ability to continue as a going concern within one year of issuance of the consolidated financial statements.

Are there material weaknesses in PREAXIA's internal controls?

Yes. Management disclosed material weaknesses including lack of sufficient technical accounting personnel and weaknesses related to U.S. income tax accounting.

Has PREAXIA disclosed related-party transactions or debt?

Yes. The filing discloses notes and advances from Tom Zapatinas (CEO/Director), including convertible notes convertible at $0.10 per share equating to multi-million-share potential conversion.

Did PREAXIA reclassify any amounts in equity?

Yes. The company reclassified $126,967 of loans to additional paid-in capital as of May 31, 2025.