PREAXIA HEALTH CARE PAYMENT SYSTEMS INC.

PreAxia Health Care Payment Systems Inc. operates in the emerging financial technology and health care payment processing sectors, targeting the intersection of health care and financial services. The industry is experiencing growth driven by escalating health care costs, regulatory changes, and consumer demand for self-directed health payment systems. Studies cited in the filing indicate that Health Spending Accounts (HSAs) in the US reached $122.8 billion in assets in 2023 and 33.9 million consumers in 2022, an increase of more than 11% of assets over the prior year ¹. The Company intends to initially launch its products in Canada, where it believes businesses are embracing new healthcare financing vehicles to provide greater value to employees and increase profitability ².

The Company positions itself as a high value-added provider within specific target markets, rather than a mass-volume provider, and sees itself as creating a new category in the fintech ecosystem, not competing directly with existing players but partnering with them. Named competitors in the HSA market include Benecaid, Olympia Benefits, and QuickCard, while Zelle is cited as a provider of mobile internet money management ³. The Company's competitive advantages include its fully operational platform for processing and managing accounts, its AI-powered personal financial management super-app for Generation Z, and its ability to partner with universities, employers, and traditional banks ⁴.

The Company generates revenue by earning a 10% commission on amounts reimbursed for eligible expenses through its HSA management platform ⁵. Its business model is centered on providing a comprehensive suite of solutions for health care spending and personal financial management, with a focus on small and medium-sized businesses as the initial market, and larger employers expected to migrate over time ⁶. The platform is designed to eliminate paper in account management, offering cardholder and customer account management, reconciliation, financial settlement, and customer reporting ⁷.

The Company's primary product is its Health Spending Account (HSA) management platform, which is fully operational and enables organizations and individuals to manage health care spending accounts electronically ⁸. The HSA project is currently on hold until the development of the ZaneMoney and Money.net products is completed ⁹. The Company's new subsidiaries, Zane Inc CA and Zane Inc US, are developing a suite of personal financial management tools, including a High-Interest Super Account (HISA) that aims to provide a 10% APY average ¹⁰, a Smart Debit Card that enforces daily spending limits and builds credit automatically ¹¹, and MoneyNet, a distributed financial network that monitors user accounts across institutions to prevent overdrafts and maximize returns ¹².

During the fiscal year ended May 31, 2026, the Company created two new wholly owned subsidiaries: Zane Inc. CA, incorporated in Alberta, Canada on May 23, 2025, to develop and market personal financial management products, and Zane Inc US, incorporated in Nevada on September 11, 2025, to market these products in the United States ¹³. The Company also sold 1,800,000 shares of common stock for $450,000 in cash ¹⁴. Additionally, the Company entered into a consulting contract with Independent Analytical Research (INARE) and Pavel Bondarev, who will act as Chief Executive Officer on the Zane subsidiaries, with a contract of $12,000 per month starting July 1, 2025 ¹⁵.

The Company is in the development stage and generated no revenue for the fiscal years ended May 31, 2026, and 2025 ¹⁶. Total expenses for the year ended May 31, 2026, were $992,700, compared to $152,124 in the prior year ¹⁷. The Company reported a net loss of $1,161,471 for the year ended May 31, 2026, compared to a net loss of $82,010 in the prior year ¹⁸. As of May 31, 2026, the Company had a cash balance of $1,003 ¹⁹ and a working capital deficit of ($966,177) ²⁰.

The Company's plan of operation over the next twelve months includes raising additional capital to execute its business plans, developing a suite of personal financial management applications and websites, penetrating the United States and Canadian markets, building a network of strategic alliances with banking and insurance companies, and filling senior management positions ²¹. The Company projects it will require an estimated $1,800,000 over the next twelve-month period to pay arms-length creditors approximately $200,000 plus an additional $1,600,000 to complete its business plan ²².

A major growth vector is the development and launch of the Zane mobile banking and personal finance management platform, which is an AI-powered super-app for Generation Z ²³. The platform includes a High-Interest Super Account (HISA) that aims to provide a 10% APY average ²⁴, a Smart Debit Card, and MoneyNet, a distributed financial network ²⁵. The Company plans to initially launch its products in Canada ²⁶ and then expand to the United States through its newly created subsidiary, Zane Inc US ²⁷.

The Company intends to achieve service volume and economies of scale through marketing directly to select target customers, through market-specific channel partners, and through an education-based public relations strategy geared to small to mid-sized employers, including brokers and financial advisors ²⁸. The Company also plans to establish several key customer reference accounts, channel marketing partners, and technology alliances to advance its goals for achieving a prime position in the Canadian marketplace ²⁹.

The Company's cost structure is expected to evolve as it hires additional key staff as contractors throughout 2025 and 2026 in areas of administration/accounting, business development, operations, sales/marketing, and research/development ³⁰. The Company has one full-time consultant, its President, Mr. Tom Zapatinas, whose contract was renewed as of June 30, 2025, at $10,000 per month ³¹. The CEO of the Zane CA subsidiary has a contract for $12,000 per month starting July 1, 2025, with stock awards vesting each of the next three years ³².

The Company plans to raise capital primarily through the private placement of its equity securities or by way of loans ³³. The Company does not expect to declare or pay dividends on its common stock for the foreseeable future, intending to retain earnings, if any, to finance the development and expansion of its business ³⁴. The Company has a stock option plan re-affirmed on June 30, 2025, for 2,800,000 stock options ³⁵.

The Company faces significant headwinds, including a substantial doubt about its ability to continue as a going concern, as its cash and cash equivalents will not be sufficient to meet its working capital requirements for the next twelve-month period ³⁶. The Company has no operations or source of revenue sufficient to cover its operating costs ³⁷. The Company's ability to continue is dependent upon obtaining further long-term financing, successful and sufficient market acceptance of its products, and achieving a profitable level of operations ³⁸.

The Company's HSA project is on hold until the ZaneMoney and Money.net development is completed, which may delay its entry into the health care payment processing market ³⁹. The Company also faces risks related to its ability to successfully bring products to market, competition from other providers, and fluctuations in the availability and cost of materials ⁴⁰.

The Company faces substantial doubt about its ability to continue as a going concern, with a cash balance of only $1,003 ⁴¹ and a working capital deficit of ($966,177) ⁴² as of May 31, 2026. The Company has no revenue and projects it will require $1,800,000 over the next twelve months to fund operations ⁴³. The Company's ability to continue is dependent on obtaining additional financing, which may not be available on commercially reasonable terms, and if not obtained, the Company will be forced to scale down or cease operations ⁴⁴. The Company is in the development stage and has not yet achieved profitable operations, with an accumulated deficit of ($6,371,861) ⁴⁵. The Company's products are in the development stage, and there are risks related to the successful development and market acceptance of its new Zane platform, including the HISA, Smart Debit Card, and MoneyNet ⁴⁶. The Company also faces competition from established providers in the HSA market, such as Benecaid, Olympia Benefits, and QuickCard ⁴⁷.

Management's message emphasizes the Company's transition from a health care payment processing company to a fintech innovator building an AI-powered financial operating system for Generation Z, described as a 'personal AI-banker in your pocket' ⁴⁸. The strategic priorities for the period ahead are the development and launch of the Zane mobile banking and personal finance management platform, the penetration of the US and Canadian markets, and the establishment of strategic alliances with banking and insurance companies ⁴⁹. Management acknowledges the Company's development stage and the need to raise additional capital to fund operations, projecting a requirement of $1,800,000 over the next twelve months ⁵⁰.