PreAxia Amends 10-K, Eyes AI-Powered Fintech Expansion

TL;DR

**PAXH is making a bold bet on AI-powered personal finance with its new Zane platform, aiming to disrupt traditional banking for Gen Z, but its current financial state and lack of R&D spending raise questions about execution.**

AI Summary

PREAXIA HEALTH CARE PAYMENT SYSTEMS INC. (PAXH) filed a 10-K/A on September 30, 2025, primarily to include audited financials and iXBRL files for fiscal years ending May 31, 2025, and 2024. The company, incorporated in Nevada on April 3, 2000, operates through its wholly-owned subsidiary, PreAxia Health Care Payment Limited, focusing on the health payment market, specifically Health Spending Accounts (HSAs). In May 2025, PreAxia created Zane Inc. CA to develop personal financial management products, with Zane Inc. CA having no operations before June 30, 2025. The HSA market in the US reached $123.3 billion in assets in 2024, an 18% increase over the prior year, with 34.7 million consumers in 2023. PreAxia's platform for HSA management is fully operational, and it plans to evaluate virtual banking and PayPal-type services. The new Zane subsidiaries aim to build an AI-powered financial super-app for Generation Z, featuring a High-Interest Super Account with a 10% APY average, a Smart Debit Card for spending limits, and MoneyNet for automated fund orchestration. The company incurred $0 in research and development expenses for the year ended May 31, 2025, compared to $5,632 in 2024. As of September 30, 2025, there were 53,823,468 shares of common stock outstanding, with an aggregate market value of voting and non-voting common equity held by non-affiliates of approximately $494,059 on November 30, 2024.

Why It Matters

This 10-K/A filing is crucial for investors as it provides the audited financials for PREAXIA HEALTH CARE PAYMENT SYSTEMS INC., a company pivoting significantly into AI-powered personal finance through its new Zane subsidiaries. The strategic shift from solely HSA management to a broader fintech offering, including a 10% APY average High-Interest Super Account and an AI-banker, could dramatically alter its competitive landscape against established financial institutions and emerging fintechs like Zelle. For employees, this signals potential growth and new roles, especially in technology development in Calgary, Canada. Customers could benefit from innovative financial tools designed for Generation Z, potentially disrupting traditional banking models and offering superior returns and automated money management.

Risk Assessment

Risk Level: high — The risk level is high due to the company's ambitious pivot into AI-powered personal finance with Zane Inc. CA, a subsidiary that had no operations before June 30, 2025. This involves significant development and market penetration challenges in a highly competitive fintech space, with $0 in R&D expenses for the year ended May 31, 2025, suggesting limited investment in this new venture. Additionally, the company has no pending or registered patents or trademarks, exposing its intellectual property to significant risk.

Analyst Insight

Investors should approach PAXH with extreme caution, recognizing the high-risk, high-reward nature of its strategic pivot. Monitor closely for concrete progress on the Zane platform's development, customer acquisition, and actual revenue generation, as the current filing provides little financial detail on this new venture. Consider this a speculative play until more operational and financial data on the Zane subsidiaries become available.

Key Numbers

• $123.3B — HSA assets in the US (in 2024, an 18% increase over the prior year)
• 34.7M — HSA consumers in the US (in 2023)
• $0 — Research and development expenses (for the year ended May 31, 2025, down from $5,632 in 2024)
• $494,059 — Aggregate market value of common equity held by non-affiliates (as of November 30, 2024)
• 53,823,468 — Shares of common stock outstanding (as of September 30, 2025)
• 10% — APY average (offered by Zane's High-Interest Super Account)
• 2,400,000 — Stock options (re-affirmed on June 30, 2025)
• 87 — Holders of record of common stock (as of September 30, 2025)

Key Players & Entities

• PREAXIA HEALTH CARE PAYMENT SYSTEMS INC. (company) — registrant
• PreAxia Health Care Payment Limited (company) — wholly owned subsidiary
• Zane Inc. CA (company) — wholly owned subsidiary created May 23, 2025
• Tom Zapatinas (person) — President and full-time consultant
• Pavel Bondarev (person) — Chief Executive Officer on the Zane subsidiaries
• Admin Consulting Company (company) — provider of accounting services
• Independent Analytical Research (INARE) (company) — provider of consulting and professional services
• SEC (regulator) — filing oversight
• Benecaid (company) — competitor in HSA market
• Olympia Benefits (company) — competitor in HSA market

FAQ

Key Financial Figures

• $0.001 — ction 12(g) of the Act: Common Stock, $0.001 par value (Title of class) Indicate
• $123.3 billion — ies suggest that HSAs in the US reached $123.3 billion in assets in 2024 and 34.7 million cons
• $0 — ded May 31, 2025, and 2024, we incurred $0 and $5,632 in research and development
• $5,632 — 31, 2025, and 2024, we incurred $0 and $5,632 in research and development expenses.
• $0.057 — Quarter Ended High Low 05/31/2025 $0.057 $0.057 02/28/2025 $0.057 $0.057
• $0.0565 — 4 $0.057 $0.057 08/31/2024 $0.057 $0.0565 05/31/2024 $0.057 $0.057 02/28/20
• $14 — eAxia's cash balance was $0 compared to $14 as of May 31, 2024. Our Company will be
• $2,341,169 — reAxia had a working capital deficit of $2,341,169 as of May 31, 2025, compared with a wor
• $2,396,179 — pared with a working capital deficit of $2,396,179 as of May 31, 2024. Our ability to me
• $1,500,000 — oject that we will require an estimated $1,500,000 over the next twelve-month period to pa
• $200,000 — our arms-length creditors approximately $200,000 plus an additional $1,300,000 to comple
• $1,300,000 — proximately $200,000 plus an additional $1,300,000 to complete our business plan. The Comp

Filing Documents

• paxh_10k-053125.htm (10-K/A) — 757KB
• ex31.htm (EX-31.1) — 8KB
• ex32.htm (EX-32.1) — 4KB
• image_002.jpg (GRAPHIC) — 4KB
• image_004.jpg (GRAPHIC) — 6KB
• image_005.jpg (GRAPHIC) — 5KB
• image_006.jpg (GRAPHIC) — 6KB
• 0001079973-25-001523.txt ( ) — 3627KB
• paxh-20250531.xsd (EX-101.SCH) — 27KB
• paxh-20250531_cal.xml (EX-101.CAL) — 32KB
• paxh-20250531_def.xml (EX-101.DEF) — 73KB
• paxh-20250531_lab.xml (EX-101.LAB) — 251KB
• paxh-20250531_pre.xml (EX-101.PRE) — 202KB
• paxh_10k-053125_htm.xml (XML) — 417KB

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS. 2

RISK FACTORS

ITEM 1A. RISK FACTORS 6

UNRESOLVED STAFF COMMENTS

ITEM 1B. UNRESOLVED STAFF COMMENTS 6

CYBERSECURITY

ITEM 1C. CYBERSECURITY 6

PROPERTIES

ITEM 2. PROPERTIES 6

LEGAL PROCEEDINGS

ITEM 3. LEGAL PROCEEDINGS 6

MINE SAFETY DISCLOSURES

ITEM 4. MINE SAFETY DISCLOSURES 6 PART II 6

MARKET FOR REGISTRANT'S COMMON EQUITY,

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 6

SELECTED FINANCIAL DATA

ITEM 6. SELECTED FINANCIAL DATA 7

MANAGEMENT'S DISCUSSION AND ANALYSIS

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 8

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 10

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 11

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 12

CONTROLS AND PROCEDURES

ITEM 9A. CONTROLS AND PROCEDURES 12

OTHER INFORMATION

ITEM 9B. OTHER INFORMATION 12 PART III 13

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 13

EXECUTIVE COMPENSATION

ITEM 11. EXECUTIVE COMPENSATION 18

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 20

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 21

PRINCIPAL ACCOUNTING FEES AND SERVICES

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 22 PART IV 23

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 23

FORM 10-K SUMMARY

ITEM 16. FORM 10-K SUMMARY 23

SIGNATURES

SIGNATURES 24 1 PART I FORWARD-LOOKING 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 C

CYBERSECURITY

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 re

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