General Overview



Corporate Overview

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

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



General Overview



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

Spawned by the need to address escalating health care costs, changes in the regulatory environment and the growing consumer desire for greater participation in the management of their health benefits, the boundaries between health care and the financial services industries are becoming increasingly blurred. With the trend towards self-directed health payment solutions and the growing demand for faster, easier and more convenient benefit services, the insurance and benefits industries are banking on HSA medical payments being their next big growth conduit. Studies suggest that HSAs in the US reached $112.4 billion in assets in 2022 and 33.4 million consumers in 2021, an increase of more than 11% of assets over the prior year. The Canadian market for health benefits is estimated at more than $30 Billion of which HSAs are estimated to have gain a 10% share. 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:



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

     (b)  Penetrate the health care processing markets in Canada, the United
          States and worldwide, by continuing to develop innovative health care
          processing products and services;

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

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



Liquidity and Capital Resources

As of May 31, 2022, PreAxia's cash balance was $259 compared to $40 as of May 31, 2021. Our Company will be required to raise capital to fund our operations. PreAxia had a working capital deficit of $2,140,464 as of May 31, 2022 compared with a working capital deficit of $1,959,821 as of May 31, 2021.

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 $2,800,000 over the next twelve-month period to fund our working capital deficit of approximately $2,100,000 plus an additional $700,000 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 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 Company is unable to predict the effect, if any, that the coronavirus COVID-19 global pandemic may have on its access to the financing markets. 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.





Our working capital (deficit) as of May 31, 2022 and 2021 is summarized as
follows:



Working Capital

                               May 31,          May 31,
                                 2022             2021

Current Assets              $        259     $         40
Current Liabilities           (2,140,723 )     (1,959,861 )
Working Capital (Deficit)   $ (2,140,464 )   $ (1,959,821 )

The increase in our working capital deficit of $180,643 was primarily due to increases in Accounts payable and accrued liabilities - related party of $120,000, Loans payable - shareholder of $31,610, and Advances - related party of $32,580.





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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, 2022 and 2021

The following summary of our results of operations should be read in conjunction with our consolidated financial statements for the year ended May 31, 2022.

For the years ended May 31, 2022 and 2021

Our operating results for the year ended May 31, 2022 compared to the year ended May 31, 2021 are described below:





Revenue


During the years ended May 31, 2022 and 2021, the Company had revenue of $368 and $411, respectively. The Company earns a 10% commission on amounts reimbursed for eligible expenses.



Expenses



Our total expenses for the year ended May 31, 2022 was $181,011 compared to $163,604 for the year ended May 31, 2021. The increase in total expenses of $17,407 for the year ending May 31, 2022 is due to an increase in research and development of $17,423, a decrease in professional fees of $584, an increase in consulting fee of $157 and an increase of $411 in office and administration fees.





Consulting Fees



During each of the years ended May 31, 2022 and 2021, Tom Zapatinas, the Chief Executive Officer and Director of the Company, earned $120,000 for consulting services provided to the Company, which is included in accounts payable and accrued liabilities - related party.





Research and Development


Research and development expenses during the year ended May 31, 2022 increased by $17,423.





Wages and Benefits



There were no wages and benefits during the years ended May 31, 2022 and 2021.





Office and Administration


Office and administration expenses increased by $411 for the year ended May 31, 2022 due to a decrease in office supply expense and filing fees.





Professional Fees


Professional fees during the year ended May 31, 2022 decreased by $584.





 Interest Expense


Interest expense is $0 for the years ended May 31, 2022 and 2021 because accounts payable and accrued liabilities - related party, convertible note payable - related party and loans payable - shareholders are non-interest bearing.





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.





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

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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 controls 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.

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 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.



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.

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