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 2025-03-01

 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

 PAXH

 OTC
 Markets

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

Stock, $0.001 par value
(Title of class)

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [ ] No [X]

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]

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 [ ]

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 [ ]

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]

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. [ ]

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

 Yes [ ] No [X]

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)

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,

 TABLE
OF CONTENTS

 FORWARD-LOOKING STATEMENTS.

 ITEM 1. BUSINESS

 ITEM 1A. RISK FACTORS

 ITEM 1B. UNRESOLVED STAFF COMMENTS

 ITEM 1C. CYBERSECURITY

 ITEM 2. PROPERTIES

 ITEM 3. LEGAL PROCEEDINGS

 ITEM 4. MINE SAFETY DISCLOSURES

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

 ITEM 6. SELECTED FINANCIAL DATA

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

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
 MARKET RISK

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

 ITEM 9A. CONTROLS AND PROCEDURES

 ITEM 9B. OTHER INFORMATION

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
 GOVERNANCE

 ITEM 11. EXECUTIVE COMPENSATION

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

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

 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 ITEM 16. FORM 10-K SUMMARY

 SIGNATURES

 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

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

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.

 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.

 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

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.

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.

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.

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

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.

 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.

 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

 02/28/2025

 11/30/2024

 08/31/2024

 $0.0565

 05/31/2024

 02/28/2024

 11/30/2023

 08/31/2023

 $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.

 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.

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

 General

 Corporate

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

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.

 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.

 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

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

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.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 Page

 Report of Independent Public Accounting Firm

 Report of Independent Public Accounting Firm

 Audited Consolidated Balance Sheets

 Consolidated Statements of Operations and Comprehensive
 Loss

 Consolidated Statements of Changes in Stockholders'
 Deficit

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements

 F-7 to F-15

 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 #0 5525

 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

 2025

 2024

 Assets

 Current assets

 Cash and cash equivalents

 $
 —

 $

 Total current assets

 —

 Intangible assets, net

 —

 —

 Total assets

 $
 —

 $

 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

 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

 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

 $
 —

 $

 See
Accompanying Notes to the Consolidated Financial Statements

 F- 3

 Health Care Payment Systems Inc.

 Consolidated
 Statements of Operations and Comprehensive Loss

 Years
 Ended May 31, 2025, and 2024

 2025

 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
)

)

 Other Income

 Gain on settlement

 ( 70,114
)

 —

 Less Income tax expense

 —

 —

 Net loss

 ( 82,010
)

)

 Other comprehensive income

 2,228

 —

 Net
 comprehensive loss

 $
 ( 79,782
)

 $
)

 Weighted average shares

 Earnings per share – basic and diluted

 $
 ( 0.0004
)

 $
 ( 0.005
)

 See
Accompanying Notes to the Consolidated Financial Statements

 F- 4

 Health Care Payment Systems Inc.

 Consolidated
 Statements of Changes in Shareholders' Deficit

 Years
 Ended May 31, 2025, and 2024

 Number
 of shares

 stock

 Additional
 Paid in Capital

 Subscriptions
 for Stock to be issued

 Accumulated
 Other Comprehensive Income

 Accumulated
 deficit

 Total

 Balance,
 May 31, 2023

 $

 $

 2,655,236

 $

 —

 $

 57,197

 $

 ( 5,028,931

)

 $

 ( 2,296,730

)

 Net
 loss and comprehensive income

 —

 —

 —

 —

)

)

 Balance,
 May 31, 2024

 $

 $

 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

 $

 $

 2,782,203

 $

 7,825

 $

 59,425

 $

 ( 5,210,390

)

 $

 ( 2,341,169

)

See Accompanying Notes to the Consolidated Financial Statements

 F- 5

 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
)

)

 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
)

 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
)

 Cash, beginning of the period

 Cash, end of the period

 $
 —

 $

 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

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= 0.7852 GBP;

 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.

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

 $

 $

 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 Par ty

 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 Par ty

 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 Par ty

 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

 2025

 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

 $
 —

 $
 —

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

 Stock

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.

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.

 Not e
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

2025

2024

 $ diff

 % diff

 Canadian revenues

 $
 —

 $
 —

 $
 —

 Canadian expenses

 ( 52,524
)

 ( 50,795
)

 ( 1,729
)

 %

 ( 52,524
)

 ( 50,795
)

 ( 1,729
)

 %

 US revenues

 —

 —

 —

 US expenses

 ( 99,600
)

 ( 48,654
)

 ( 50,946
)

 %

 US Other income

 71,470

 —

 71,470

 Net

 ( 28,130
)

 ( 48,654
)

 20,524

 - 42
 %

 Combined net loss

 $
 ( 80,654
)

 $
)

 $
 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.

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.

 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

 January 2007 Officer January 2009

 Paul
 Verberne

 June 2018

 Pavel
 Bondarev

 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.

 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.

 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.

 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

 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.

 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

 $

 100,000

 CEO,
 President

 2024

 $

 60,000

 $

 60,000

 Employment
 Agreements

 There
are currently no employment agreements in effect.

 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.

 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.

 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.

 Independence

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

 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.

 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

 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