Zero Candida Technologies Incorporated — Audit Report / Information 2024

Dec 6, 2024

ZERO CANDIDA TECHNOLOGIES INC

(Formerly “1319743 B.C. Ltd.”)

Annual Financial Statements

(Expressed in Canadian Dollars)

For the years ended July 31, 2024 and July 31, 2023

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Stern & Lovrics LLP

Chartered Professional Accountants

Samuel V. Stern, BA, CPA, CA

George G. Lovrics, BComm, CPA, CA

Nazli Dewji, BA, CPA, CMA

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of Zero Candida Technologies Inc. (Formerly 1319743 B.C. Ltd.)

Opinion

We have audited the financial statements of Zero Candida Technologies Inc. (Formerly 1319743 B.C. Ltd.) (the "Company"), which comprise the statement of financial position as at July 31, 2024 and 2023, and the statements of loss and comprehensive loss, changes in shareholders' equity and cash flows for the years then ended, and notes to the financial statements, including a summary of material accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at July 31, 2024 and 2023, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards (IFRS).

Basis for Opinion

We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the "Auditor's Responsibilities for the Audit of the Financial Statements" section of our report.

We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

Without qualifying our opinion, we draw attention to Note 1 in the consolidated financial statements which describes certain conditions that indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern.

Other Information

Management is responsible for the other information. The other information comprises the Management Discussion and Analysis.

Our opinion on the financial statements does not cover the other information and we do not express any

1210 Sheppard Avenue East, Suite 302, Toronto, Ontario M2K 1E3 Tel: (416) 499-8848 Fax: (416) 491-5301

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form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor’s report. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to

1210 Sheppard Avenue East, Suite 302, Toronto, Ontario M2K 1E3 Tel: (416) 499-8848 Fax: (416) 491-5301

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the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditor's report is George G. Lovrics.

Sten a Lovrics LLP

Toronto, Ontario
December 5, 2024

Chartered Professional Accountants
Licensed Public Accountants

1210 Sheppard Avenue East, Suite 302, Toronto, Ontario M2K 1E3 Tel: (416) 499-8848 Fax: (416) 491-5301

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Zero Candida Technologies Inc (Formerly "1319743 B.C. LTD.")
Statements of Financial Position
(Expressed in Canadian dollars)

As at	Notes	July 31, 2024	July 31, 2023
ASSETS
Current Assets
Cash		4,146	4,146
TOTAL ASSETS		4,146	4,146
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current Liabilities
Accrued liabilities		24,067	18,465
Loans payable	5	7,148	7,148
TOTAL LIABILITIES		31,215	25,613
SHAREHOLDERS' DEFICIENCY
Share capital	6	35,576	35,576
Deficit		(62,645)	(57,043)
Total Shareholders' Deficiency		(27,069)	(21,467)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY		4,146	4,146

Nature of operations and going concern (Note 1)

Subsequent events (Note 10)

Approved on Behalf of the Board on December 5, 2024:

"Eli Ben-Haroosh"
Eli Ben-Haroosh – CEO/Director

"Sophya Galper-Komet"
Sophia Galper-Komet – CFO & Secretary

The accompanying notes are an integral part of these financial statements.

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Zero Candida Technologies Inc (Formerly "1319743 B.C. LTD.")

Statements of Loss and Comprehensive Loss

(Expressed in Canadian dollars)

For the years ended	July 31, 2024	July 31, 2023
Professional fees	$ 9,250	$ 9,000
Legal expenses	4,891	2,019
Recovery of expenses	(8,539)	-
	$ 5,602	$ 11,019
Net loss and comprehensive loss for the year	$ (5,602)	$ (11,019)
Weighted average number of shares outstanding
- Basic and diluted	2,000,000	2,000,000
Basic and diluted loss per share	$ (0.00)	$ (0.00)

The accompanying notes are an integral part of these financial statements.

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Zero Candida Technologies Inc (Formerly "1319743 B.C. LTD.")

Statements of Changes in Shareholders Equity

(Expressed in Canadian dollars)

	Share Capital			Total Shareholders' Equity
	Number	Amount	Deficit
Balance, July 31, 2022	2,000,000	$ 35,576	$ (46,024)	$ (10,448)
Loss for the year	-	-	(11,019)	(11,019)
Balance, July 31, 2023	2,000,000	$ 35,576	$ (57,043)	$ (21,467)
Balance, July 31, 2023	2,000,000	$ 35,576	(57,043)	$ (21,467)
Loss for the year	-	-	(5,602)	(5,602)
Balance, July 31, 2024	2,000,000	$ 35,576	$ (62,645)	$ (27,069)

The accompanying notes are an integral part of these financial statements.

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Zero Candida Technologies Inc (Formerly "1319743 B.C. LTD.")

Statements of Cash flows

(Expressed in Canadian dollars)

Years ended	July 31, 2024	July 31, 2023
	$	$
CASH FLOWS USED IN OPERATING ACTIVITIES
Net loss for the year	(5,602)	(11,019)
Net change in non-cash working capital items:
Accounts payable and accrued liabilities	5,602	(1,174)
Loans payable	-	7,148
Cash flows used in operating activities	-	(5,045)
Change in cash during the year	-	(5,045)
Cash, beginning of year	4,146	9,191
Cash, end of year	4,146	4,416

The accompanying notes are an integral part of these financial statements.

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Zero Candida Technologies Inc (Formerly "1319743 B.C. LTD.")

Notes to the Financial Statements

For the years ended July 31, 2024 and July 31, 2023

(Expressed in Canadian dollars)

1. NATURE OF OPERATIONS AND GOING CONCERN

Zero Candida Technologies Inc ("Formerly 1319743 BC Ltd.") (the "Company") was incorporated under the British Columbia Business Corporations Act on August 13, 2021. The address of the Company's head office, principal business address and records office is Suite 500 – 666 Burrard St. Vancouver, British Columbia, V6C 3P6.

The Company changed its name to Zero Candida Technologies Inc on November 14, 2024 (see subsequent events).

On October 21, 2021, Rio Verde Industries Inc. ("Rio Verde") received a final order (the "Final Order") from the Supreme Court of British Columbia approving the previously announced statutory plan of arrangement with its wholly-owned subsidiaries, 1319472 B.C. Ltd., 1319651 B.C. Ltd., 1319732 B.C. Ltd., 1319735 B.C. Ltd., 1319738 B.C. Ltd., 1319741 B.C. Ltd., and 1319743 B.C. Ltd. (the "Plan of Arrangement"). Receipt of the Final Order follows Rio Verde's special meeting of shareholders held on Monday, October 4, 2021 (the "Meeting"), where the Plan of Arrangement was overwhelmingly approved by a total of 23,532,011 common shares in the capital of Rio Verde ("Rio Verde Shares") having voted in favour representing 98.5% of the total number of Rio Verde Shares represented in person and by proxy at the Meeting.

Pursuant to the Plan of Arrangement, the shareholders of Rio Verde now hold common shares in the following former subsidiaries of Rio Verde: 1319472 B.C. Ltd., 1319651 B.C. Ltd., 1319732 B.C. Ltd., 1319735 B.C. Ltd., 1319738 B.C. Ltd., 1319741 B.C. Ltd., and 1319743 B.C. Ltd. (collectively referred to as the "Spincos"). Each of the Spincos is now an unlisted reporting issuer in the provinces of British Columbia and Alberta. Shareholders of Rio Verde continue to hold their interest in Rio Verde.

Pursuant to the terms of the Plan of Arrangement: i) Rio Verde altered its share capital to create the additional classes of common shares (the "New Common Shares") and Reorganization Shares (as defined below); (ii) each of the Rio Verde Shares was exchanged for one New Common Share, one Class 1 Reorganization Share, one Class 2 Reorganization Share, one Class 3 Reorganization Share, one Class 4 Reorganization Share, one Class 5 Reorganization Share, one Class 6 Reorganization Share and one Class 7 Reorganization Share of Rio Verde (collectively referred to as the "Reorganization Shares"), and all of the Rio Verde Shares outstanding prior to the Plan of Arrangement were cancelled; iii) one class of the Reorganization Shares were transferred to each Spinco in exchange for common shares of each Spinco on a 1:1 basis and Rio Verde redeemed all Reorganization Shares through the transfer to each Spinco $5,000 of working capital; and iv) the Rio Verde altered its share capital so that only the New Common Shares remain, were redesignated as "common shares" and deemed to be represented by the same certificate as the previously issued and outstanding Rio Verde Shares.

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Zero Candida Technologies Inc (Formerly "1319743 B.C. LTD.")

Notes to the Financial Statements

For the years ended July 31, 2024 and July 31, 2023

(Expressed in Canadian dollars)

1. NATURE OF OPERATIONS AND GOING CONCERN (continued)

These financial statements have been prepared in accordance with IFRS (as defined below) with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business rather than a process of forced liquidation. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence. At July 31, 2024, the Company had no sources of revenue and had an accumulated deficit of $62,645 (July 31, 2023 - $57,043). At July 31, 2024, the Company had cash of $4,146 (July 31, 2023 - $4,146) and working capital deficit of $27,069 (July 31, 2023 - $21,467). These conditions raise material uncertainties which may cast significant doubt on the Company's ability to continue as a going concern.

Continuing business as a going concern is dependent upon the ability of the Company to obtain additional debt or equity financing, both of which are uncertain. These material uncertainties may cast significant doubt on the Company's ability to continue as a going concern.

Should the Company be unable to realize its assets or discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts recorded in the financial statements. These financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

2. BASIS OF PRESENTATION

Statement of compliance

These financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") which include international accounting standards and interpretations ("IFRIC") as issued by the International Accounting Standards Board ("IASB").

These financial statements have been prepared on a historical cost basis, except for cash which is classified at fair value through profit and loss. In addition, these financial statements are presented in Canadian dollars, which is also the Company's functional currency.

These financial statements for the year ended July 31, 2024 was authorized by the Board of Directors for issuance on December 5, 2024.

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Zero Candida Technologies Inc (Formerly "1319743 B.C. LTD.")

Notes to the Financial Statements

For the years ended July 31, 2024 and July 31, 2023

(Expressed in Canadian dollars)

3. MATERIAL ACCOUNTING POLICIES

These financial statements of the Company have been prepared on the historical cost basis, except for financial instruments classified as financial instruments at fair value through profit and loss, which are stated at their fair value. In addition, the financial statements have been prepared using the accrual basis of accounting, except for the statements of cash flows.

The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the year. Estimates and assumptions are continually evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results could differ from these estimates.

The areas which require management to make significant judgments, estimates and assumptions in determining carrying values include, but are not limited to:

Significant Judgments

Critical judgments exercised in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements are as follows:

a. Deferred income taxes

The Company recognizes the deferred tax benefit related to deferred income and resource tax assets to the extent recovery is probable. Assessing the recoverability of deferred tax assets requires management to make significant estimates of future taxable profit. In addition, future changes in tax laws could limit the ability of the Company to obtain tax deductions from deferred income and resource tax assets.

Significant Estimates

a. Going concern

Management assessment of going concern and uncertainties of the Company's ability to raise additional capital and/or obtain financing to meet its commitments.

Cash

Cash is comprised of cash on hand and demand deposits.

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Zero Candida Technologies Inc (Formerly "1319743 B.C. LTD.")

Notes to the Financial Statements

For the years ended July 31, 2024 and July 31, 2023

(Expressed in Canadian dollars)

3. MATERIAL ACCOUNTING POLICIES (continued)

Loss per share

Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common shareholders by the weighted average number of shares outstanding during the reported period. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the weighted average shares outstanding are increased to include additional shares for the assumed exercise of stock options and warrants, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options and warrants were exercised and that proceeds from such exercises were used to acquire common stock at the average market price during the reporting periods.

Basic loss per share is calculated using the weighted-average number of shares outstanding during the year.

Financial instruments

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 Inputs other than quoted prices that are observable for the assets or liability either directly or indirectly; and

Level 3 Inputs that are not based on observable market data.

The measurement of the Company's financial instruments is disclosed in Note 8 to these financial statements. Any financial instrument that is valued using level 2 or 3 inputs will involve estimation uncertainty.

Financial assets

The Company classifies its financial assets in the following categories: at fair value through profit or loss ("FVTPL"), at fair value through other comprehensive income ("FVTOCI") or at amortized cost. The determination of the classification of financial assets is made at initial recognition. Equity instruments that are held for trading (including all equity derivative instruments) are classified as FVTPL; for other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI.

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Zero Candida Technologies Inc (Formerly "1319743 B.C. LTD.")

Notes to the Financial Statements

For the years ended July 31, 2024 and July 31, 2023

(Expressed in Canadian dollars)

3. MATERIAL ACCOUNTING POLICIES (continued)

The Company’s accounting policy for each of the categories is as follows:

Financial assets at FVTPL: Financial assets carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statement of income (loss). Realized and unrealized gains and losses arising from changes in the fair value of the financial assets held at FVTPL are included in the statement of (loss) income in the period.

Financial assets at FVTOCI: Investments in equity instruments at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses arising from changes in fair value recognized in other comprehensive income (loss) in which they arise.

Financial assets at amortized cost: A financial asset is measured at amortized cost if the objective of the business model is to hold the financial asset for the collection of contractual cash flows, and the asset's contractual cash flows are comprised solely of payments of principal and interest. They are classified as current assets or non-current assets based on their maturity date and are initially recognized at fair value and subsequently carried at amortized cost less any impairment.

Impairment of financial assets at amortized cost: The Company assesses all information available, including on a forward-looking basis, the expected credit losses associated with its assets carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. To assess whether there is a significant increase in credit risk, the Company compares the risk of a default occurring on the asset as at the reporting date, with the risk of default as at the date of initial recognition, based on all information available, and reasonable and supportive forward-looking information.

The following table shows the classification of the Company’s financial instruments:

Financial asset Classification
Cash	Amortized cost
Accounts payable and accrued liabilities	Amortized cost

Financial liabilities and equity

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangement. An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued are recorded at the proceeds received, net of direct issue costs.

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Zero Candida Technologies Inc (Formerly "1319743 B.C. LTD.")

Notes to the Financial Statements

For the years ended July 31, 2024 and July 31, 2023

(Expressed in Canadian dollars)

3. MATERIAL ACCOUNTING POLICIES (continued)

Income taxes

Income tax expense comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity. Current tax expense is the expected tax payable on taxable income for the year, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years.

Deferred tax is recognized in respect of temporary differences, between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Temporary differences are not provided for the initial recognition of assets and liabilities that affect neither accounting nor taxable loss to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the statement of financial position date.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized.

IFRS pronouncements not yet implemented

Certain new IFRS standards and interpretations have been issued but are not shown as they are not expected to have a material impact on the Company's financial statements.

4. RELATED PARTY TRANSACTIONS

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

The Company has identified its directors and certain senior officers as its key management personnel and the compensation costs for key management personnel and companies related to them are recorded at their exchange amounts as agreed upon by transacting parties.

On October 20, 2021, Shimcity Inc. ("Shimcity"), a corporation controlled by the former director of the Company, and 2657456 Ontario Inc. ("265"), a corporation controlled by the former director of the Company (collectively, the "Acquirors") acquired an aggregate of 10 Common Shares.

On January 21, 2022, pursuant to a private placement, both Shimcity and 265 acquired 13 Common Shares each. Included in loans payable (Note 5) were $1,787 owed to Shimcity and $1,787 owed to 265. There were no other related party transactions for the years ended July 31, 2024 and July 31, 2023. Although Shimcity and 265 are not related parties, they hold significant influence through their share ownership.

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Zero Candida Technologies Inc (Formerly "1319743 B.C. LTD.")

Notes to the Financial Statements

For the years ended July 31, 2024 and July 31, 2023

(Expressed in Canadian dollars)

5. LOAN PAYABLE

The loans payable bear no interest, have no stated terms of repayment and are due on demand.

6. SHARE CAPITAL

(a) Authorized

Unlimited number of common and preferred shares without par value.

(b) Issued and outstanding

As at July 31, 2024, the Company had the following common shares issued and outstanding.

	Number of Shares	Amount ($)
Balance, July 31, 2023 and July 31, 2024	2,000,000	35,576

Zero Candida (formerly 1319743 B.C. Ltd.), recently completed its business acquisition of Zero Candida Ltd., an Israeli private company ("ZC" and "Acquisition" respectively). In connection with the completion of the Acquisition, the Company split its share capital on a fifty-five thousand five hundred fifty-five (55,555) common shares for one (1) common share basis, so that 36 common shares of the Company, without par value which were issued and outstanding immediately before completion of the Acquisition, were split into 2,000,000 common shares without par value.

The share split has been applied retrospectively as if it had been in effect since the date of incorporation.

6. BASIC AND DILUTED LOSS PER SHARE

The calculation of basic and diluted gain per share for the period ended July 31, 2024 was based on the loss attributable to common shareholders of $5,602 for the year ended July 31, 2024.

7. MANAGEMENT OF CAPITAL

Capital is comprised of the Company's shareholders' equity (deficiency) and any debt that it may issue. The Company's objectives when managing capital are to maintain financial strength and to protect its ability to meet its ongoing liabilities, to continue as a going concern, to maintain creditworthiness and to maximize returns for shareholders over the long term. Protecting the ability to pay current and future liabilities includes maintaining capital above minimum regulatory levels, current financial strength rating requirements and internally determined capital guidelines and calculated risk management levels.

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Zero Candida Technologies Inc (Formerly "1319743 B.C. LTD.")

Notes to the Financial Statements

For the years ended July 31, 2024 and July 31, 2023

(Expressed in Canadian dollars)

7. MANAGEMENT OF CAPITAL (continued)

The Company manages its capital structure to maximize its financial flexibility making adjustments to it in response to changes in economic conditions and the risk characteristics of the underlying assets and business opportunities. The Company does not presently utilize any quantitative measures to monitor its capital, but rather relies on the expertise of the Company's management to sustain the future development of the business. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. The Company considers its capital to be shareholders deficiency, comprising common shares and deficit which at July 31, 2024 totalled a deficiency of $27,069 (July 31, 2023 - $21,467). As at July 31, 2024, the Company is not subject to any externally imposed capital requirements.

8. FINANCIAL INSTRUMENTS

The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management processes. The type of risk exposure and the way in which such exposure is managed is provided as follows:

Market Risk

Market risk is the risk that the fair value or future cash flows from a financial instrument will fluctuate because of changes in market prices or prevailing conditions. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk and are disclosed as follows:

i. Currency risk

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company holds no financial instruments that are denominated in a currency other than Canadian dollars. As at July 31, 2024, the Company is not exposed to currency risk.

ii. Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows will fluctuate as a result of changes in market risk. The Company's sensitivity to interest rates relative to its cash balances is currently immaterial. The Company also has no long-term debt with variable interest rates, so it has no negative exposure to changes in the market interest rate.

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Zero Candida Technologies Inc (Formerly "1319743 B.C. LTD.")

Notes to the Financial Statements

For the years ended July 31, 2024 and July 31, 2023

(Expressed in Canadian dollars)

8. FINANCIAL INSTRUMENTS (continued)

iii. Price rate risk

The Company is exposed to price rate risk with respect to equity prices. Equity price risk is defined as the potential adverse impact on the Company's earnings due to movements in individual equity prices or general movements in the level of the stock market. Management closely monitors individual equity movements and the stock market to determine the appropriate course of action to be taken by the Company. Given the Company's limited market exposure at this time, it has assessed there to be a low level of price rate risk.

Credit Risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company's credit risk is primarily attributable to its liquid financial assets including cash. The Company limits the exposure to credit risk by only investing its cash with high-credit quality financial institutions. Management believes that the credit risk related to its cash is negligible.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. At July 31, 2024, the Company has limited sources of revenue and has a cash balance of $4,146 (July 31, 2023 - $4,146) to settle current liabilities of $31,215 (July 31, 2023 - $25,613). As such, the Company has insufficient cash to fund corporate overhead costs and the repayment of the Company's debt obligations for the next year.

Until such time as the Company's investments increase in value or begin generating significant dividend income, the Company will remain dependent upon the financial support of its shareholders and debt holders or the sale of investments. If the Company is unable to finance itself through these means, it is possible that the Company will be unable to continue as a going concern.

Additionally, the Company likely has insufficient funds from which to finance any identified business acquisition and as such will require additional financing to accomplish the Company's long-term strategic objectives. Future funding may be obtained by means of issuing share capital and/or debt financing. There can be no certainty of the Company's ability to raise additional financing through these means. If the Company is unable to continue to finance itself through these means, it is possible that the Company will be unable to continue as a going concern.

Consequently, the Company is exposed to liquidity risk as at July 31, 2024.

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Zero Candida Technologies Inc (Formerly "1319743 B.C. LTD.")

Notes to the Financial Statements

For the years ended July 31, 2024 and July 31, 2023

(Expressed in Canadian dollars)

8. FINANCIAL INSTRUMENTS (continued)

Fair Value Risk

When participating in investment activities, the Company may incur losses if it is unable to resell the securities it has purchased or if it is forced to liquidate its holdings at less than their respective carrying values. All of the Company's investments are carried on a FVTPL basis and are recorded at their fair value. As such, changes in fair value affect earnings as they occur.

The fair value of cash at July 31, 2024 approximates their carrying values due to their short term to maturity.

9. INCOME TAXES

The following table reconciles the amount of income tax recoverable on application of the combined statutory Canadian federal and provincial income tax rate of 26.5% (2023 – 26.5%):

	2024	2023
Net loss before income taxes	(5,602)	(11,019)
Expected income tax recovery at statutory rates	1,485	2,920
Change in unrecognized deferred tax assets	(1,485)	(2,920)
Income tax expense (recovery)	-	-

Significant components of the Company's deferred tax assets not recognized are shown below:

	2024	2023
Non capital losses carried forward	$ 58,528	$ 57,043

Deferred tax assets have not been recognized in respect of the non-capital losses carried forward as it is not probable that future taxable profit will be available against which the Company can use the benefits.

These losses which may reduce taxable income in future years, expiring as follows.

2042	$ 46,024
2043	11,019
2044	1,485
Total	$ 58,528

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Zero Candida Technologies Inc (Formerly "1319743 B.C. LTD.")

Notes to the Financial Statements

For the years ended July 31, 2024 and July 31, 2023

(Expressed in Canadian dollars)

10. SUBSEQUENT EVENTS

On November 14, 2024, the Company announced that it completed its business acquisition of Zero Candida Ltd., an Israeli private company ("ZC" and "Acquisition" respectively).

Pursuant to the terms of the Acquisition, the Company issued a total of 17,533,037 common shares (9.6165 common shares in the capital of the Company for each ordinary share in the capital of ZC) (the "Payment Shares"). Following completion of the Acquisition, ZC became a wholly-owned subsidiary of the Company.

In addition, in connection with closing of the Acquisition, the Company issued 1,450,643 incentive stock options to employees of ZC (9.6165 incentive Options in exchange for each currently outstanding ZC Option). The terms of the exercise of the Options shall be consistent with the terms of the originally issued underlying ZC securities.

On November 25, 2024, the Company's shares started trading on the TSX Venture Exchange (the "TSXV").