UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

 
FORM 12b-25
SEC FILE NUMBER
000-52365
   
CUSIP NUMBER
74007P 10 2

NOTIFICATION OF LATE FILING
(Check one):
[  ] Form 10-K
[ ] Form 20-F
[ ] Form 11-K
[X] Form 10-Q
[ ] Form 10-D
 
 
[ ] Form N-SAR
[ ] Form N-CSR
       
           
 
For Period Ended
August 31, 2010
     
 
[ ]
Transition Report on Form 10-K
     
 
[ ]
Transition Report on Form 20-F
     
 
[ ]
Transition Report on Form 11-K
     
 
[ ]
Transition Report on Form 10-Q
     
 
[ ]
Transition Report on Form N-SAR
     
 
For the Transition Period Ended
 

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION
 
PREAXIA HEALTH CARE PAYMENT SYSTEMS INC.
Full Name of Registrant
 
Not applicable
Former Name if Applicable
 
#207, 1410 – 11 th Avenue S.W.
Address of Principal Executive Office (Street and Number)
 
Calgary, Alberta  Canada T3C 0M8
City, State and Zip Code
 
PART 11 - RULES 12b-25(b) AND (c)
 
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed.  (Check box if appropriate).

[x]
(a)
The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
(b)
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
(c)
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.


 

 

 
PART III - NARRATIVE
 
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
 
The registrant is unable to file, without unreasonable effort and expense, its quarterly report on Form 10-Q for the period ended August 31, 2010 because its auditors have not completed their review of the financial statements.
 
It is anticipated that the Form 10-Q, along with the financial statements, will be filed on or before the fifth calendar day following the prescribed due date of the registrant’s Form 10-Q.
 
PART IV - OTHER INFORMATION

(1)
Name and telephone number of person to contact in regard to this notification
 
 
Tom Zapatina
 
403
 
850-4120
 
 
(Name)
 
(Area Code)
 
(Telephone Number)
 
(2)
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed?  If answer is no, identify report(s).
[X] Yes  [  ] No
   
(3)
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
[  ] Yes  [X] No
 
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made
 
 
PREAXIA HEALTH CARE PAYMENT SYSTEMS INC.
(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date
 
October 15, 2010
By
/s/ Ron Lizée
       
Ron Lizée
Chief Financial Officer



INSTRUCTION:  The form may be signed by an executive officer of the registrant or by any other duly authorized representative.  The name and title of the person signing the form shall be typed or printed beneath the signature.  If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.


 
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