OTC: PAXH

4

Services and infrastructure provided by PreAxia enable organizations and individuals to eliminate all paper involved in the management of these accounts and benefit through savings in time and money.

The PreAxia platform for processing and managing accounts, including cardholder and customer account management, reconciliation and financial settlement, and customer reporting is fully operational.

Over time, the Company will evaluate opportunities for forms of virtual banking and PayPal-type services. One opportunity seen as particularly relevant to the health care market is to offer instant issuing services that enable corporations to issue and fund Pre-Paid lnterac or credit card services to beneficiaries in real time. If implemented, the beneficiary will most likely select a personal identification number ("PIN") using a PIN and card activation terminal, thus gaining instant access to funds that can be reloaded. This consideration would require development of software systems for the issuing of health payment cards and financial transaction processing services that would be fully managed by a data center.

Matching consumers in need of health care products or services with providers is another area PreAxia intends to evaluate. Consumers managing their health care dollars through an online system will find convenience in seeking out health care professionals and services through the same system.

The HAS project is on hold until the ZaneMoney and Money.net development is completed.

Description of personal financial products

Our new subsidiaries, Zane Inc CA and Zane US Inc., will concentrate on developing and marketing personal financial tools. Zane's product philosophy centers on a fundamental belief: everyone deserves access to genius level financial guidance. Zane is building the financial operating system for Generation Z - an AI-powered super-app that not only tracks money but also actively and automatically manages it. We're creating what we call a "personal AI-banker in your pocket" - a revolutionary platform that combines the entire world's banking and financial knowledge with an intimate understanding of each user's unique situation, goals, and needs.

The platform centers around three breakthrough innovations:

1.
High-Interest Super Account (HISA): Eliminates boundaries between checking,
savings, and investment accounts, allowing every dollar to grow at a 10% APY average while remaining instantly accessible

2.
Smart Debit Card: Enforces daily spending limits based on predictive budgeting, making overspending physically impossible while building credit automatically

3.
MoneyNet: A distributed financial network monitors all user accounts across every institution, automatically orchestrating fund movements to prevent overdrafts, maximize returns, and minimize fees

Distribution Methods and Marketing Strategy

PreAxia and Zane operate on a Cloud Computing Platforms that makes it accessible to anyone with a personal computer and Internet access. The preliminary market for PreAxia's HSA Management Solution is small and medium sized companies that are not currently well served by the current group benefits model. The financial benefits of the PreAxia business model, however, are also relevant to larger employers and we believe that these larger employers will migrate to the PreAxia product over time.

PreAxia's marketing strategy is to promote its existing platform direct to consumers and businesses, and to the groups that most need access to its independent brokers, financial advisors and small to medium sized businesses. Brokers should see PreAxia as a superior method of promoting and supporting HSAs that allow them to earn above average commission rates on invested funds. Financial advisors should see PreAxia in a similar way as brokers except that there is the additional benefit of tax reduction. Small to medium sized businesses, which are expected to drive the growth in business, should see PreAxia as offering financial savings to the company and to employees by offering personal health care benefits through an HSA, along with the same conveniences they have come to expect from other services they currently utilize over the Internet. It is expected that the group benefits market will subsequently follow as they too realize the advantages of PreAxia over their current HSA offerings. PreAxia has begun and will continue to seek opportunities with lead customers and alliance partners to establish reference-able, high-profile implementations and market-leading, early-adopter firms for further developing innovative products and services. The Company intends to design solutions targeted towards corporate financial management, financial risk, audit management and cash management while targeting product/service management as a support to financial management.

PreAxia and Zane operate as a financial technology company structured to navigate the complex regulatory landscape while maintaining agility to innovate rapidly. We're establishing dual headquarters to serve our primary markets effectively, with technology development centered in Calgary, Canada, and regulatory operations managed from major financial centers in both the United States and Canada.

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.

5

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 2025 and beyond for achieving a prime position in the Canadian marketplace and establishing a solid service foundation.

Competitive Business Conditions and our Company's Competitive Position in the Industry and Methods of Competition

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-understand product through brokers and also directly through the company.

•
Olympia Benefits has become a leading provider of Health Spending Accounts in Canada by offering a "Cost Plus" version of HSAs that has become popular in the marketplace.

•
QuickCard is a provider of Health Spending Accounts and group insurance products. They are partially differentiated from competitors by virtue of a "credit type card" that is used to pay for qualified health products and services.

•
Zelle offers mobile internet money management.

US and International Markets

PreAxia- Zane occupies a unique position in the fintech ecosystem, best understood not as a competitor to existing players but as a new category entirely. We're not building a better budgeting app - we're eliminating the need for budgeting by giving users a personal AI banker that handles it automatically. We're not creating another digital bank - we're making traditional banking boundaries irrelevant through an AI advisor that orchestrates across all institutions. This positioning allows us to partner with, rather than compete against, many existing players. Universities see us as a tool to improve student retention by giving every student a personal financial advisor. Employers view us as an employee benefit that provides each worker with genius-level financial guidance at virtually no cost to the company. Even traditional banks will eventually see us as a path to remain relevant to the younger customers they're currently losing. Our long-term vision extends beyond personal finance into the broader economic ecosystem. By aggregating transaction-level data across millions of users, we'll possess unprecedented insights into consumer behavior, enabling us to offer predictive analytics to retailers, manufacturers, and service providers. This creates a virtuous cycle where our B2B revenue streams subsidize free services for consumers while our consumer growth drives more valuable B2B insights.

Intellectual Property and Patent Protection

At present, PreAxia does not have any pending or registered patents or any trademarks.

Research and Development

For the year ended May 31, 2026, and 2025, we incurred $307,868 and $0 in research and development expenses.

Employees

PreAxia has one full-time consultant, our President, Mr. Tom Zapatinas effective September 1, 2011. His contract as an independent contractor was renewed as of June 30, 2025, at $10,000 per month.

We anticipate that we will hire additional key staff, as contractors, throughout 2025 and 2026 in areas of administration/accounting, business development, operations, sales/marketing and research/development.

On July 1, 2025, the Company contracted with Independent Analytical Research (INARE) and Pavel Bondarev to provide consulting and professional services in business development, execution, and related areas to achieve the objectives set by PreAxia's Board of Directors and leadership team-specifically, the launch of the Zane mobile banking and personal finance management platform and the attainment of agreed-upon business goals and metrics. Mr. Bondarev will act as Chief Executive Officer on the Zane subsidiaries. His contract is for $12,000 per month staring on July 1, 2025 and stock awards vesting each of the next three years.

Zane Inc CA normally has from three (3) to eight (8) software developer under contract at any one time.

6