10-Q - PAXH - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 31, 2022

☐[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to ______________

Commission File Number:

000-52365

PREAXIA HEALTH CARE PAYMENT SYSTEMS INC.

(Exact name of registrant as

specified in its charter)

Nevada	20-4395271
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

PO Box 34075 Westbrook PO**, 1610-37^th^ Street S.W.** , Calgary, Alberta T3C 3W2

(Address of principal executive offices) (Zip Code)

(403) 850-4120

(Registrant’s telephone number, including

area code)

Securities registered pursuant to Section 12(b) of

the Act: None

Securities registered pursuant to Section 12(g) of

the Act:

Common Stock, $0.001 par value

(Title of class)

Indicate 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 [ ]

Indicate 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 [ ]

Indicate 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

the 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	[ ]	☐

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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. [ ]

Indicate by check mark whether the registrant is a shell company (as defined

in Rule 12b-2 of the Exchange Act.) Yes [ ] No [X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant filed

all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution

of securities under a plan confirmed by a court. Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each

of the issuer’s classes of common stock, as of the latest practicable date.

As of October 17, 2022 the registrant had 19,767,698 outstanding shares

of Common Stock.

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PREAXIA HEALTH CARE PAYMENT SYSTEMS INC.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION	4
ITEM 1. FINANCIAL STATEMENTS	4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	6
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	13
ITEM 4. CONTROLS AND PROCEDURES	13
PART II – OTHER INFORMATION	13
ITEM 1. LEGAL PROCEEDINGS	13
ITEM 1A. RISK FACTORS	13
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	13
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	13
ITEM 4. MINE SAFETY DISCLOSURES	14
ITEM 5. OTHER INFORMATION	14
ITEM 6. EXHIBITS	14
SIGNATURES	15

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PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The accompanying unaudited condensed consolidated

financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information

and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X. Accordingly, they do not include all of the

information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the

opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments

are of a normal recurring nature. Operating results for the three-month period ended August 31, 2022 are not necessarily indicative

of the results that may be expected for the fiscal year ending May 31, 2023. For further information refer to the consolidated

financial statements and footnotes thereto included in Preaxia’s Annual Report on Form 10-K for the year ended May 31, 2022.

	Page
Unaudited Condensed Consolidated Financial Statements
Unaudited Condensed Consolidated Balance Sheets as of August 31, 2022 and May 31, 2022	F-1
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended August 31, 2022 and 2021	F-2
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three months ended August 31, 2022 and 2021	F-3
Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended August 31, 2022 and 2021	F-4
Notes to Unaudited Condensed Consolidated Financial Statements	F-5

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| --- | | PREAXIA HEALTHCARE PAYMENT SYSTEMS INC. | | --- | | CONDENSED CONSOLIDATED BALANCE SHEETS | | (Unaudited) | | | August 31, 2022 | | | May 31, 2022 | | | --- | --- | --- | --- | --- | --- | | ASSETS | | | | | | | Current assets | | | | | | | Cash | 200 | | $ | 259 | | | Total current assets | 200 | | | 259 | | | Total assets | 200 | | $ | 259 | | | LIABILITIES | | | | | | | Current liabilities | | | | | | | Accounts payable and accrued liabilities | 153,757 | | $ | 159,699 | | | Accounts payable and accrued liabilities - related party | 150,000 | | | 120,000 | | | Advances - related party | 45,810 | | | 32,580 | | | Loans payable - shareholders | 168,075 | | | 168,075 | | | Liability for unissued shares | 134,792 | | | 134,792 | | | Promissory note - related party | 466,817 | | | 466,817 | | | Convertible note payable - related party | 1,058,760 | | | 1,058,760 | | | Total current liabilities | 2,178,011 | | | 2,140,723 | | | Total liabilities | 2,178,011 | | | 2,140,723 | | | Commitments and Contingencies | — | | | — | | | STOCKHOLDERS' DEFICIT | | | | | | | Common Stock, 0.001 par value, 75,000,000 shares authorized 19,767,698 shares issued and outstanding | 19,768 | | | 19,768 | | | Additional paid-in capital | 2,655,236 | | | 2,655,236 | | | Accumulated other comprehensive income | 57,197 | | | 57,197 | | | Accumulated deficit | (4,910,012 | ) | | (4,872,665 | ) | | Total stockholders' deficit | (2,177,811 | ) | | (2,140,464 | ) | | Total liabilities and stockholders' deficit | 200 | | $ | 259 | | | See Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements | | | | | |

All values are in US Dollars.

| F-1 |

| --- | | PREAXIA HEALTHCARE PAYMENT SYSTEMS INC. | | --- | | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | | (Unaudited) | | | | Three months ended | | | | | | --- | --- | --- | --- | --- | --- | --- | | | | August 31, 2022 | | | August 31, 2021 | | | Revenue | $ | — | | $ | 41 | | | Operating expenses | | | | | | | | Consulting | | 30,000 | | | 30,000 | | | Professional | | 2,500 | | | 7,876 | | | Office and administration | | 1,576 | | | 1,616 | | | Research and development | | 3,271 | | | 2,081 | | | Total operating expenses | | 37,347 | | | 41,573 | | | Loss from operations | | (37,347 | ) | | (41,532 | ) | | Net loss and comprehensive loss | $ | (37,347 | ) | $ | (41,532 | ) | | Net loss per share - basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | | Weighted average number of common shares outstanding - basic and diluted | | 19,767,698 | | | 19,767,698 | | | See Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements | | | | | | |

| F-2 |

| --- | | PREAXIA HEALTHCARE PAYMENT SYSTEMS INC. | | --- | | CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT | | (Unaudited) | | | Common Stock | | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Shares | | Amount | | Additional Paid-in Capital | | Accumulated Other Comprehensive Income | | Accumulated Deficit | | | Total Stockholders' Deficit | | | Balance, May 31, 2022 | 19,767,698 | $ | 19,768 | $ | 2,655,236 | $ | 57,197 | $ | (4,872,665 | ) | $ | (2,140,464 | ) | | Net loss and comprehensive loss | — | | — | | — | | — | | (37,347 | ) | | (37,347 | ) | | Balance, August 31, 2022 | 19,767,698 | $ | 19,768 | $ | 2,655,236 | $ | 57,197 | $ | (4,910,012 | ) | $ | (2,177,811 | ) | | | Common Stock | | | | | | | | | | | | | | | Shares | | Amount | | Additional Paid-in Capital | | Accumulated Other Comprehensive Income | | Accumulated Deficit | | | Total Stockholders' Deficit | | | Balance, May 31, 2021 | 19,767,698 | $ | 19,768 | $ | 2,655,236 | $ | 57,197 | $ | (4,692,022 | ) | $ | (1,959,821 | ) | | Net loss and comprehensive loss | — | | — | | — | | — | | (41,532 | ) | | (41,532 | ) | | Balance, August 31, 2021 | 19,767,698 | $ | 19,768 | $ | 2,655,236 | $ | 57,197 | $ | (4,733,554 | ) | $ | (2,001,353 | ) |

See

Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements

| F-3 |

| --- | | PREAXIA HEALTHCARE PAYMENT SYSTEMS INC. | | --- | | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | | (Unaudited) | | | | Three months ended | | | | | | --- | --- | --- | --- | --- | --- | --- | | | | August 31, 2022 | | | August 31, 2021 | | | Cash flows from operating activities | | | | | | | | Net loss | $ | (37,347 | ) | $ | (41,532 | ) | | Change in operating assets and liabilities | | | | | | | | Increase in accounts payable and accrued liabilities - related party | | 30,000 | | | 30,000 | | | Increase (decrease) in accounts payable and accrued liabilities | | (5,942 | ) | | 2,423 | | | Cash flows used in operating activities | | (13,289 | ) | | (9,109 | ) | | Cash flows from investing activities | | — | | | — | | | Cash flows from financing activities | | | | | | | | Increase in bank indebtedness | | — | | | 244 | | | Advances - related party | | 13,292 | | | 9,035 | | | Repayment of advances - related party | | (62 | ) | | (210 | ) | | Net cash provided by financing activities | | 13,230 | | | 9,069 | | | Net change in cash | | (59 | ) | | (40 | ) | | Cash, beginning of the period | | 259 | | | 40 | | | Cash, end of the period | $ | 200 | | $ | — | | | Supplemental Disclosure: | | | | | | | | Cash paid for income taxes | $ | — | | $ | — | | | Cash paid for interest | $ | — | | $ | — | | | See Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements | | | | | | |

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PREAXIA HEALTH CARE

PAYMENT SYSTEMS INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

STATEMENTS

For the Three months Ended August 31, 2022

Note 1 – Organization and Description ofBusiness

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.

The business objective of the Company is the development,

distribution, marketing and sale of health care payment processing services and products. The Company has realized only nominal revenues

from its planned operations. ****

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.

PreAxia Payment is in the process of developing an

online access system creating a health spending account that will facilitate card payment and processing services to third-party administrators,

insurance companies and others.

Note 2 – Summary of Significant AccountingPolicies

Basis of presentation

The unaudited condensed consolidated financial statements

of the Company for the three months ended August 31, 2022 and 2021 have been prepared in accordance with accounting principles generally

accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q

and Regulation S-K. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted

in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely

of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position

and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full

fiscal year. The balance sheet information as of May 31, 2022 was derived from the audited financial statements included in the Company's

financial statements as of and for the fiscal year ended May 31, 2022 included in the Company’s Annual Report on Form 10-K filed

with the Securities and Exchange Commission (the “SEC”) on September 29, 2022. These financial statements should be read in

conjunction with that report.

Principles of Consolidation

The consolidated financial statements include

the accounts of the Company and its wholly-owned subsidiaries (i) PreAxia Health Care Payment Systems Inc., incorporated pursuant to the

laws of the Province of Alberta on January 28, 2008 (ii) PreAxia Canada Inc., incorporated pursuant to the laws of the Province of Alberta

on January 28, 2008 and (iii) PreAxia Health Care Payment Ltd., incorporated pursuant to the laws of the Province of Alberta on November

26, 2015 (collectively, the “Subsidiaries”). All inter-company accounts and transactions have been eliminated in consolidation.

Going Concern

The accompanying unaudited condensed

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 three months ended August 31, 2022, the Company incurred a net loss of $37,347 and used cash in operating activities of $13,289, and on August 31, 2022, had a stockholders’ deficit of $2,177,811. 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 unaudited condensed 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.

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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 have committed

to making advances or loans to pay for 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. The Company is unable to predict the effect, if any, that the COVID-19 global pandemic may have on its access to the financing

markets. 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 unaudited condensed 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.

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 =1.3101 Canadian Dollars (August

31, 2022), 1.00 USD Dollar=0.8600 GBP, and 1.00 US Dollar=1.2632 Canadian Dollars (May 31, 2022), 1.00 USD Dollar=0.7925 GBP;

ii) income

and expenses are translated at average exchange rates for the three months ended August 31, 2022 of 1.00 US Dollar = 1.2893 Canadian Dollars

and 1.00 US Dollar = 1.2452 Canadian Dollars (August 31, 2021);

iii) all

resulting exchange differences are recognized as other comprehensive income, a separate component of equity. The exchange differences

during the three months ended August 31, 2022 and 2021 were insignificant and no amounts have been recorded.

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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.
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-	Level 3 - Inputs that are both significant to the fair value measurement and unobservable.
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Fair value estimates discussed herein are based upon

certain market assumptions and pertinent information available to management as of August 31, 2022 and May 31, 2022. 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.

Net Income (Loss) Per Share

Net income (loss) per share of common stock is computed

by dividing the net loss by the weighted average number of common shares outstanding during the period. The Company has 10,587,600 shares

of potential common stock equivalents for convertible note payable – related party outstanding during the periods ended August 31,

2022 and 2021, which have been excluded from the loss per share computation as their effect would have been anti-dilutive due to net losses.

Research and Development Costs

The Company expenses research and development

costs as incurred in accordance with FASB ASC 730 “Research and Development.” During the three months ended August 31, 2022

and 2021, we incurred $3,271 and $2,081, respectively, in research and development expenses.

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.

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Website development costs are capitalized under

the same criteria as our marketed software.

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 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.

During the three months ended August 31, 2022 and

2021, the Company had revenue of $0 and $41, respectively. The Company earns a 10% commission on amounts reimbursed for eligible expenses.

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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 reverse. 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.

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.

Note 4 – Related Party Transactions

Accounts Payable and Accrued Liabilities - Related

Party

As of August 31, 2022 and May 31, 2022, accounts payable

and accrued liabilities – related party due to Tom Zapatinas totaled $150,000 and $120,000, respectively. During the three months

ended August 31, 2022 and 2021, Tom Zapatinas, the Chief Executive Officer and Director of the Company, earned $30,000 and $30,000, respectively,

for consulting services provided to the Company. On May 31, 2022, accounts payable and accrued liabilities – related party of $429,121

was settled by issuing promissory note – related party below.

Advances – Related Party

As of August 31, 2022 and May 31, 2022, advances payable

due to Tom Zapatinas totaled $45,810 and $32,580, respectively. During the three months ended August 31, 2022 and 2021, Tom Zapatinas,

the Chief Executive Officer and a Director of the Company, advanced the Company $13,292 and $9,035, respectively, in cash and was repaid

$62 and $210, respectively, in cash. On May 31, 2022, advances – related party of $37,696 was settled by issuing promissory note

– related party below.

Loans Payable – Shareholders

As of August 31, 2022 and May 31, 2022, loans payable

shareholders are $168,075 and $168,075, respectively. Loans payable – shareholders are unsecured, non-interest bearing and due

on demand. During the three months ended August 31, 2022 and 2021, the Company was advanced $0 and $0, respectively, in cash, and was

repaid $0 and $0, respectively, in cash.

| F-9 |

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Promissory Note – Related Party

As of August 31, 2022 and May 31, 2022, 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. The note payable – related party was issued on May 31,

2022, to settle accounts payable and accrued liabilities – related party of $429,121 and advance – related party of $37,696.

Convertible Note Payable – Related Party

As of August 31, 2022 and May 31, 2022, 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.

Note 5 – Stockholders’ Deficit

Common Stock

Common Stock, par value of $0.001 per share; 75,000,000

shares authorized: 19,767,698 shares issued and outstanding at August 31, 2022 and May 31, 2022. Holders of Common Stock have one vote

per share of Common Stock held.

Note 6 – 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 does not lease office space as the CEO operates the business from his personal residence.

Note 7 – Subsequent Events

The Company has evaluated all subsequent events through

the date these financial statements were issued and no subsequent events occurred that required disclosure.

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ITEM 2. MANAGEMENT'S DISCUSSION ANDANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This quarterly report contains forward-looking statements

relating to future events or our future financial performance. In some cases, you can identify forward-looking statements by

terminology such as “may,” “should,” “intends,” “expects,” “plans,” “anticipates,”

“believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative

of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks,

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.

Such factors include, among others, the following:

international, national and local general economic and market conditions; demographic changes; the ability of PreAxia to sustain, manage

or forecast its growth; the ability of PreAxia to successfully make and integrate acquisitions; raw material costs and availability;

new product development and introduction; existing government regulations and changes in, or failure to comply with government regulations;

adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results;

changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability

to protect technology; and other factors referenced in this and previous filings.

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.

Given these uncertainties, readers of this Form 10-Q

and investors are cautioned not to place undue reliance on such forward-looking statements. PreAxia disclaims any obligation

to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein

to reflect future events or developments, except as required by applicable law, including the securities laws of the United States.

All amounts stated herein are in US dollars unless

otherwise indicated.

The management’s discussion and analysis of

our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared

in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The following

discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated financial

statements for the year ended May 31, 2022, together with notes thereto. As used in this quarterly report, the terms “we,”

“us,” “our,” “PreAxia” and the “Company” means PreAxia Health Care Payment Systems

Inc. and its wholly-owned subsidiaries, unless the context clearly requires otherwise.

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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 11% of assets over the prior period.

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.

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 Interac 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 of 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.

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Distribution Methods and Marketing Strategy

PreAxia operates on a Cloud Computing Platform

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 it; 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.

We anticipate that the prime target for services

will be small to medium sized organizations that are not adequately served by the current insurance and group benefits offerings. These

organizations should realize significant benefits in both cost and time savings by utilization of PreAxia technology while providing their

employees with an increased level of benefits.

PreAxia 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.

It is our Company’s intention that brokers

and financial advisors will aggressively promote their PreAxia supported HSA offerings due to the quality of product, higher margins and

because of the non-competitive relationship with PreAxia.

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PreAxia has identified the following “channels”

through which it will target prime end market customers:

· Independent brokers that sell, or desire to sell, Health Spending Accounts
· Financial advisors who manage funds and advise on tax saving strategies for individuals and corporations
---
· Accountants and bookkeepers who regularly advise businesses on financial and operational matters
---
· Benefits managers/adjudicators, including insurance, health or outsourced government benefits processors that manage benefits disbursement
---
· Issuer banks, including partner banks that enable the issuance of Health Cards and/or sell insurance products
---
· Application providers, including software manufacturers selling into the target vertical markets
---
· Professional services, including consulting, development and implementation companies serving the target vertical markets
---

PreAxia 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 2021 and beyond for achieving a prime position in the Canadian marketplace and establishing a solid service

foundation.

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Competitive Business Conditions and our Company’sCompetitive Position in the Industry and Methods of Competition

PreAxia 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<br><br>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<br><br>Plus” version of HSAs that has become popular in the marketplace.
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·	QuickCard is a provider of Health Spending Accounts and group insurance products. They are partially<br><br>differentiated from competitors by virtue of a “credit type card” that is used to pay for qualified health products and services.
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·	League, which operates in Canada and the US, offers a range of health benefit services including<br><br>Health Spending Accounts.
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·	Most major insurance companies offer some version of HSAs to their customers.
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·	Many brokers have created HSA products for their clients.
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·	Many accounting and financial services firms have created their own HSA products to offer to their clients.
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US and International Markets

·	HealthEquity, a publicly listed company offering HSAs in the USA, manages over $15 billion in deposits.<br><br>It is one of the largest dedicated health account custodians in the USA and serves more than 12 million accounts owned by individuals<br><br>at more than 24,000 companies across the country.
·	HSA Bank, a division of Webster Bank, offers Health Spending Accounts and related offerings to the consumer-directed<br><br>healthcare industry.
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·	Fidelity Investments offers a Health Spending Account to businesses as a means of controlling costs<br><br>while providing employee health benefits.
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Intellectual Property and Patent Protection

At present, PreAxia does not have any pending or registered

patents or any trademarks.

Research and Development

For the three months ended August 31, 2022 and 2021,

we incurred $3,271 and $2,081, respectively,

in research and development expenses.

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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 2022 and 2023 in areas

of administration/accounting, business development, operations, sales/marketing and research/development.

Plan of Operation

Over the next twelve months, we plan to:

(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 August 31, 2022, PreAxia’s cash balance

was $200 compared to $259 as of May 31, 2022. Our Company will be required to raise capital to fund our operations. PreAxia

had a working capital deficit of $2,177,811 as of August 31, 2022 compared with a working capital deficit of $2,140,464 as of May 31,

2022.

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 August 31, 2022

and May 31, 2022 is summarized as follows:

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Working Capital

	August 31,<br><br><br> <br>2022			May 31,<br><br><br> <br>2022
Current Assets	$	200		$	259
Current Liabilities		(2,178,011	)		(2,140,723	)
Working Capital (Deficit)	$	(2,177,811	)	$	(2,140,464	)

The increase in our working capital deficit of $37,347

was primarily due to increases in Accounts payable and accrued liabilities – related party of $30,000 and Advances – related

party of $13,230.

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 – Three months endedAugust 31, 2022 and 2021

The following summary of our results of operations

should be read in conjunction with our unaudited condensed consolidated financial statements for the three ended August 31, 2022.

For the three months ended August 31, 2022 and2021

Our operating results for the three months ended August

31, 2022 compared to the three months ended August 31, 2021 are described below:

Revenue

During the three months ended August 31, 2022 and

2021, the Company had revenue of $0 and $41, respectively. The Company earns a 10% commission on amounts reimbursed for eligible expenses.

Expenses

Our total expenses for the three months ended August

31, 2022 was $37,347 compared to $41,573 for the year ended August 31, 2021. The decrease in total expenses of $4,226 for the three months

ending August 31, 2022 is due to an increase in research and development of $1,190, a decrease in professional fees of $5,376 and a decrease

of $40 in office and administration fees.

Consulting Fees

During each of the three months ended August 31, 2022

and 2021, Tom Zapatinas, the Chief Executive Officer and Director of the Company, earned $30,000 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 three

months ended August 31, 2022 increased by $1,190 to $3,271, as compared to $2,081 during the three months ended August 31, 2021.

Wages and Benefits

There were no wages and benefits during the three

months ended August 31, 2022 and 2021.

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Office and Administration

Office and administration expenses decreased by $40 for

the three months ended August 31, 2022 due to a decrease in office supply expense and filing fees.

Professional Fees

Professional fees during the three months ended August

31, 2022 decreased by $5,376 to $2,500, as compared to $7,876 during the three months ended August 31, 2021, due to a significant portion

of the 2022 annual financial statement audit being completed in September 2022.

Interest Expense

Interest expense is $0 for the three months ended

August 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 unaudited consolidated financial statements for a full and complete disclosure of our accounting policies.