PAXH 10-K & 10-Q changes, risk factors and insider trading
Preaxia Health Care Payment Systems Inc. · OTC · Retail-Home Furniture, Furnishings & Equipment Stores · CIK 1350156 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Not available: the section could not be located automatically in one of the filings (non-standard layout or incorporated by reference). See the original filing. Open the filing on SEC.gov.
Management's Discussion & Analysis (MD&A)
Largest changes
“The Company recorded a loss on settlement of ($169,143) during the year ended May 31, 2026, compared to a gain of $70,114 gain during the year ended May 31, 2025. The loss on settlement in 2026 was due to the conversion of debt at below market prices for the stock. The gain on settlement in 2025 was due to 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. …”see in full comparison
“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. …”see in full comparison
“PreAxia Payment is a company which intends to deliver a comprehensive suite of solutions and services directed at the emerging health payment market, specifically the opportunities tied to the growth of health spending accounts ("HSA''). There is a rapid shift in healthcare traditional payment models to consumer-directed healthcare that is creating significant opportunities for financial services and insurance industries to deliver new dynamic products to this emerging market.”see in full comparison
“PreAxia Health Care Payment Systems Inc. (the "Company" or "PreAxia") was incorporated on April 3, 2000, in the State of Nevada. On May 31, 2005, the Company acquired all of the outstanding stock of Tiempo de Mexico Ltd. ("Tiempo") in exchange for 5,000,000 shares of the common stock of the Company with a par value of $0.001. The Company had no operations prior to the date of the aforementioned acquisition. On October 21, 2025, the Company was domiciles in Florida.”see in full comparison
During each of the years ended May 31,see in full comparison2025,2026, and2024,2025, Tom Zapatinas, the Chief Executive Officer and Director of the Company, earned$100,000$110,000 and$60,000,$100,000, respectively,respectively,forconsultingservices provided to the Company, which is included in accounts payable and accrued liabilities - related party. TheDuringCEO of our Zane CA subsidiary earned $308,598in cash and warrants after an allocation to research and development and capitalized software costs and for theperiodyearfrom June 1, 2024, toended May 31,2025,2026, and $0 for theCompanyyeardidendednotMayaccrue31,compensation to Tom Zapatinas.2025.
Our total expensessee in full comparisonexpensesfor the year ended May 31,2025,2026, were$152,124$992,700 compared to $152,124$99,44for the year ended May 31,2024.2025. The increase in total expenses of$52,675$840,576 for the year ending May 31,2025,2026, isduenotedto 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).below.
Full comparison: every changed paragraph (33)
PreAxia Health Care Payment Systems Inc. (the "Company" or "PreAxia") was incorporated on April 3, 2000, in the State of Nevada. On May 31, 2005, the Company acquired all of the outstanding stock of Tiempo de Mexico Ltd. ("Tiempo") in exchange for 5,000,000 shares of the common stock of the Company with a par value of $0.001. The Company had no operations prior to the date of the aforementioned acquisition. On October 21, 2025, the Company was domiciles in Florida.
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.
PreAxia Health
Care Payment Systems Inc. (the "Company"
or "PreAxia") was incorporated on
April 3, 2000 in the State of Nevada.
The operations
of the Company primarily
undertakeswere itsformerly operationsundertaken throughby its wholly
owned subsidiary, PreAxia
Health Care Payment LimitedLtd. ("PreAxia Payment").,
PreAxiaincorporated Payment was incorporated
pursuant to the laws of the Province of Alberta on November 26, 2015. PreAxia Payment still manages the Calgary office activity.
On May 23, 2025, the Company created a wholly owned subsidiary in Alberta Canada, named Zane Inc. CA. This subsidiary is developing and plans to market personal financial management products and perfect the health care payment processing services. Zane Inc had no operations before June 30, 2025.
On September 11, 2025, the Company created a wholly owned subsidiary in Nevada, named Zane Inc US. This subsidiary will market the personal financial management products and the health care payment processing services in the United States. Zane Inc US had no operations before October 20, 2025.
PreAxia
Payment is a company which
intends to deliver a comprehensive suite of solutions and services
directed at the emerging health
payment market, specifically the opportunities tied to the growth of
health spending accounts ("HSA''). There is a
rapid shift in healthcare traditional payment
models to consumer-directed healthcare that
is creating significant opportunities for financial services and
insurance industries to deliver
new dynamic products to this emerging market.
Spawned by
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. blurred.
With the trend towards self-directed health
payment solutionssystems 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
suggest that HSAs in the US
reached $123.3$122.8 billion in
assets in 2023 and 37.4
33.9 million consumers in 2023,2022, an
increase of more than I
8%11% of assets
over the prior year.
This coupled with the continued growth of the
Canadian group insurance industry illustrates the emerging opportunity
opportunity for innovative health payment services. We
intend to initially launch our products in Canada.
We believe that Canadian businesses are
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.
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:
The Company will then concentrate on incorporating the comprehensive suite of systems and services directed at the emerging health payment market into personal financial management systems and marketing the combined systems to retail and wholesale customers.
As
of May 31, 2025,2026, PreAxia's
cash balance
was $0$1,003 compared
to $14 $0
as of
May 31, 2024.2025.
Our Our
Company will be required
to to
raise capital to fund our operations.
PreAxia had a working capital
deficit of $2,342,041($966,177) as of May 31, 2025,2026, compared with a working capital deficit
of $2,396,179
($2,314,169) as of May 31, 2024.2025.
The decrease in our working
capital deficit of $54,152$1,374,992 was primarily due to decreasesincreases in accounts payable of
($59,506),payable, officer compensation
accrual, accrualaccrued interest – RP, conversion of $100,000,short-term settlementloans, conversion of ($134,794) in liabilities for unissued
shares, andrelated loans payable -,
a shareholdersnew related party loan of $40,536.$25,000, and payments on related party loans.
Our total
expenses expenses
for the year ended May 31, 2025,2026, were $152,124$992,700 compared to
$152,124 $99,44
for the year ended
May 31, 2024.2025. The increase in total expenses
of $52,675 $840,576
for the
year ending May 31, 2025,2026, is duenoted 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).below.
Management and labor
Consulting
Fees
During each
of the years
ended May 31, 2025,2026, and 2024,2025, Tom Zapatinas, the
Chief Executive
Officer and Director of the Company, earned $100,000 $110,000
and $60,000,$100,000, respectively,
respectively, for consulting services provided to the Company,
which is included in accounts
payable and accrued liabilities -
related party.
The DuringCEO of our Zane CA subsidiary earned $308,598in cash and warrants after an allocation to research and development and capitalized
software costs and for the periodyear from June 1, 2024, toended May 31, 2025,
2026, and $0 for the Companyyear didended notMay accrue31, compensation to Tom Zapatinas.2025.
Research
and development expenses during the year
expensesended May 31, 2026, was $307,605 as compared to
$0 during the year ended May
May 31, 2025,2025. decreased by $5,632 to $0,
as compared to $5,632 during
the year ended May 31, 2024.
The decreaseincrease is due to athe decreasedesign inof new software lease expenses from
Microsoft.products.
Consulting
Consulting fees for the year ended May 31, 2026, were $103,010 compared to $0 for the year ended May 31, 2025. The increase is due to new operations.
Wages and
Benefits
There were
no wages and benefits during the years ended May
31, 2025, and 2024.
Professional
fees fees
duringfor the year ended May
31, 2025,
increased2026, bywere $28.824 to $47,478,
as$90,547 compared to $18,654$47,478 during
the year
ended May 31, 2024.2025. Professional fees increased due to
an increase in costs
related to the
audit.
Sales and marketing expenses
Sales and marketing expenses during the year ended May 31, 2026, were $24,592 compared to $0 during the year ended May 31, 2025. The increase of $24,592 was due to new product launch.
Depreciation and amortization
Amortization of software during the year ended May 31, 2026, was $16,732 compared to $0 during the year ended May 31, 2025. The increase is due to new products being developed.
General and administrative expenses
General and administrative fees during the year ended May 31, 2026, were $31,616 compared to $4,646 during the year ended May 31, 2025. The increase of $26,970 was due to increased operations and depreciation.
Interest
expense expensefor the year ended May
is31, 2026, was $326 compared
to $0 for the years
year ended May 31, 2025,2025. The increase is due to increased operations and 2024,credit becausecard usage. Accounts
accounts payable and accrued liabilities -
related party, convertible note
payable - related party and
loans payable - shareholders
are non-interest bearing.
The Company recorded a loss on settlement of ($169,143) during the year ended May 31, 2026, compared to a gain of $70,114 gain during the year ended May 31, 2025. The loss on settlement in 2026 was due to the conversion of debt at below market prices for the stock. The gain on settlement in 2025 was due to 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.
The Company recorded a $70,114 gain on the settlement of
old accounts payable.
We
have have
identified certain accounting policies,policies
described below,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.
What changed in the latest 10-Q
Risk Factors
We could not find a separate Risk Factors item in the latest 10-Q. Some companies leave it out of quarterly reports; see the annual 10-K risk factors and the original filing. Open the filing on SEC.gov.
Management's Discussion & Analysis (MD&A)
Largest changes
Results of Operations -see in full comparisonSixNineMonthsmonths endedNovemberFebruary30,28,2025,2026, andNovemberFebruary30,28,20242025
Results of Operations - Three Months endedsee in full comparisonNovemberFebruary30,28,2025,2026, andNovemberFebruary30,28,20242025
Our total expenses for the nine months ended February 28, 2026, were $782,848 compared to $31,756 for thesee in full comparisonsixnine months endedNovemberFebruary30,28,2025, were $688,189 compared to $18,293 for the six months ended November 30, 2024.2025. The increase in total expenses of$669,896$751,092 for thesixnine months endedNovemberFebruary30,28,2025,2026, is due to an increaseinofof $36,350$44,980 in consulting expenses, an increase of $307,605 in research and development, an increase of $337,116 in management costs, an increase of$45,925$43,887 in professional fees, and an increase in office and administration fees of$16,612.$17,504.
Our total expenses for the three months ended February 28, 2026, were $94,659 compared to $13,463 for the three months endedsee in full comparisonNovemberFebruary30,28,2025, were $112,055 compared to $13,666 for the three months ended November 30, 2024.2025. The increase in total expenses of$98,389$81,196 for the three months endedNovemberFebruary30,28,2025,2026, is due to an increase in of $8,030 in consulting costs, an increase in of$70,444$74,312 in management costs,anaincreasedecrease of$16,616($2,038) in professional fees, and an increase in office and administration fees of$3,299.$892.
Professional feessee in full comparisonduring the three months ended November 30, 2025, increased by $16,616 to $28,899, as compared to $12,283during the three months endedNovemberFebruary30,28,2024.2026, decreased by $2,038 to $6,883, as compared to $8,921 during the three months ended February 28, 2025.
Research and development expenses during the three months endedsee in full comparisonNovemberFebruary30,28,2025,2026,increasedwereby $0 to$0, as compared to $0 duringthe three months ended November 30, 2024. Duringthe three months endedNovemberFebruary30,28,20252025. During the three months ended February 28, 2026, and2024,2025, a total of$129,790$255,660 and $0, respectively of development costs were capitalized.
Full comparison: every changed paragraph (27)
As of NovemberFebruary 30,28, 2025,2026, PreAxia's cash balance
was $13,846$57,330 compared to $0 as of May 31, 2025. Our Company will be required to raise capital to fund our operations. PreAxia had a working
capital deficit of ($754,919$749,501) as of NovemberFebruary 30,28, 2025,2026, compared with a working capital deficit of ($2,341,169) as of May 31, 2025.
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. The decrease in our working capital deficit of $2,136,246 was primarily
due to the conversion of debt, the sale of stock for cash, and stock issued for services.
The increasedecrease in our working capital deficit of $1,837,532
$1,597,668 was primarily
due to the conversion of debt, the sale of stock for cash, and stock issued for services.
Results of Operations - Three Months ended NovemberFebruary 30,28, 2025,2026,
and NovemberFebruary 30,28, 20242025
The following summary of our results of operations
should be read in
conjunction with our condensed consolidated financial statements for the three months ended NovemberFebruary 30,28, 2025,2026, and 2024.2025.
For the three months ended NovemberFebruary 30,28, 2025,2026, and 20242025
Our operating results for the three months ended
February November28, 30,2026, 2025,
compared to the three months ended NovemberFebruary 30,28, 2024,2025, are described below:
During the three months ended NovemberFebruary 30,28, 2026,
and 2025, and 2024, the Company
had revenue of $0 and $0, respectively.
Our
total expenses
for the three months ended February 28, 2026, were $94,659 compared
to $13,463 for the three months ended NovemberFebruary 30,28, 2025, were $112,055 compared
to $13,666 for the three months ended November 30, 2024.2025. The increase
in total expenses of $98,389$81,196 for the three months ended NovemberFebruary 30,28, 2025,2026, is
due to an increase in
of $8,030 in consulting costs, an increase in
of $70,444$74,312 in management costs, ana increasedecrease of $16,616($2,038) in professional fees, and an increase in office and administration fees of $3,299.$892.
During each of the
three months ended NovemberFebruary
28, 30, 2025,2026, two contractors received $8,030 in consulting fees, compared to $0 consulting fees paid during
the three months ended NovemberFebruary
28, 30, 2024.2025.
Research
and development
expenses during the three months ended NovemberFebruary
30,28, 2025,2026, increasedwere by $0 to
$0, as compared
to $0 during
the three months ended November
30, 2024. During the three months
ended NovemberFebruary 30,28, 20252025. During the three
months ended February 28, 2026, and 2024,2025, a total
of $129,790$255,660 and $0,
respectively of development costs were capitalized.
During each of the three months ended NovemberFebruary
28, 30, 2025,2026, and November
30,February 2024,28, 2025, Tom Zapatinas, the Chief Executive Officer and Director of the Company, earned $30,000 and $0, respectively,
for consulting
services provided to the Company, which is included in accounts payable and accrued liabilities - related party.
Pavel Bondarez,INARE, a director and CEO of Zane Inc CA and Zane
Inc US,
earned $30,000$36,000 for management services and recognized three months of restricted stock warrant award equaling $88,331. His
compensation compensation
was split between management and research andsoftware development during the three months ended NovemberFebruary 30,28, 2025.2026. He received
$0 in the three
months ended NovemberFebruary 30,28, 2024.2025.
Professional fees
during the three months ended November 30, 2025, increased by $16,616 to $28,899, as compared to $12,283 during the three months ended
NovemberFebruary 30,28, 2024.2026, decreased by $2,038 to $6,883, as compared to $8,921 during the three months ended February 28, 2025.
Interest-net consists of $175$310 of interest income
and ($0) of interest
expense the three months ended NovemberFebruary 30,28, 2025,2026, and $0 for the three months ended NovemberFebruary 30,28, 2024.2025. Accounts payable,
accrued liabilities
- related party loans, and short-term loans are non-interest bearing.
Results of Operations - SixNine Monthsmonths ended NovemberFebruary 30,28, 2025,2026,
and NovemberFebruary 30,28, 20242025
The following summary of our results of operations
should be read in
conjunction with our condensed consolidated financial statements for the sixnine months ended NovemberFebruary 30,28, 2025,2026, and 2024.2025.
For the sixnine months ended NovemberFebruary 30,28, 2025,2026, and 20242025
Our operating results for the sixnine months ended
February 28, 2026, compared to the nine months ended NovemberFebruary 30,28, 2025, compared
to the six months ended November 30, 2024, are described below:
During the sixnine months ended NovemberFebruary 30,28, 2025,2026, and 2024,2025, the Company
had revenue of $0 and $0, respectively.
Our
total expenses
for the nine months ended February 28, 2026, were $782,848 compared
to $31,756 for the sixnine months ended NovemberFebruary 30,28, 2025, were $688,189 compared
to $18,293 for the six months ended November 30, 2024.2025. The increase
in total expenses of $669,896$751,092 for the sixnine months ended NovemberFebruary 30,28, 2025,2026, is
due to an increase inof
of $36,350$44,980 in consulting expenses, an increase of $307,605 in research and development, an increase of $337,116 in management costs, an increase
of $45,925$43,887 in professional fees, and an increase
in office and administration fees of $16,612.$17,504.
During each of the sixnine months ended NovemberFebruary
28, 30, 2025,2026, two contractors
received $36,350$44,980 in consulting fees, compared to $0 consulting fees paid during the sixnine months ended NovemberFebruary
28, 30, 2024.2025.
Research
and development
expenses during the sixnine months ended NovemberFebruary
30,28, 2025,2026, increased by $0$307,605 to
$307,605, as compared to $0
during the sixnine months ended
NovemberFebruary 30,28, 2024.2025. Most of the increase was due to contractors
and office expense allocated to developing new software. During the sixnine months ended
endedFebruary November28, 30, 20252026 and 2024,2025, a total of $120,790$385,450 and $0, respectively
respectively of development costs were capitalized.
During each of the sixnine months ended NovemberFebruary
28, 30, 2025,2026, and November
30,February 2024,28, 2025, Tom Zapatinas, the Chief Executive Officer and Director of the Company, earned $50,000$80,000 and $0, respectively,
for consulting
services provided to the Company, which is included in accounts payable and accrued liabilities - related party.
PavelINARE, as
Bondarez, a director and CEO of Zane Inc CA and Zane Inc US, earned $50,000$86,000 for management services and recognized sixnine months of restricted
stock award equaling $399,851.$488,183. His compensation was split between management and research andsoftware development during the sixnine months ended February
November28, 30, 2025.2026. He received $0 in the sixnine months ended NovemberFebruary 30,28, 2024.2025.
Professional fees during the sixnine months ended
February November28, 30, 2025,2026, increased
by $45,925$43,887 to $60,708,$67,591, as compared to $14,783$23,704 during the sixnine months ended NovemberFebruary 30,28, 2024.2025.
Interest-net consists of $257 of$567of interest income
and ($13) of interest
expense the sixnine months ended NovemberFebruary 30,28, 2025,2026, and $0 for the sixnine months ended NovemberFebruary 30,28, 2024.2025. Accounts payable,
accrued liabilities
- related party loans, and short-term loans are non-interest bearing.
PAXH insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding PAXH (13F)
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