UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the month of May 2024

 

Commission File Number: 001-41408

 

BYND CANNASOFT ENTERPRISES INC.

(Translation of registrant’s name into English)

 

7000 Akko Road

Kiryat Motzkin

Israel

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F ☒ Form 40-F ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): _____

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): _____

 

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

Yes ☐ No ☒

 

If “Yes” marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-________

 

 

 

 

 

 

On May 15, 2024, BYND Cannasoft Enterprises Inc. (the “Company”) issued its unaudited consolidated financial statements and the related management discussion and analysis for the quarter ended March 31, 2024, in accordance with the rules and regulations of the British Columbia Securities Commission.

 

The financial statements and related management discussion and analysis are attached hereto as Exhibit 99.1 and 99.2, respectively, and are incorporated herein by reference.

 

EXHIBIT INDEX

 

Exhibit No.   Description of Exhibit
     
99.1   Consolidated Financial Statements for the three months ended March 31, 2024
99.2   Management Discussion and Analysis
99.3   Certification of Annual Filings — CEO
99.4   Certification of Annual Filings — CFO

 

2 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

May 15, 2024

 

  BYND CANNASOFT ENTERPRISES INC.
     
  By: /s/ Yftah Ben Yaackov
  Name: Yftah Ben Yaackov
  Title: Chief Executive Officer

 

3 

 

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Exhibit 99.1

 

BYND CANNASOFT ENTERPRISES INC.

 

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 

FOR THREE MONTHS ENDED MARCH 31, 2024

 

(EXPRESSED IN CANADIAN DOLLARS)

 

(UNAUDITED)

 

- 1 -
 

 

NOTICE TO READER

 

Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the condensed consolidated interim financial statements have not been reviewed by an auditor.

 

The accompanying unaudited condensed consolidated interim financial statements of the Company have been prepared by and are the responsibility of the Company’s management.

 

The Company’s independent auditors have not audited, reviewed or otherwise attempted to verify the accuracy or completeness of these condensed consolidated interim financial statements. Readers are cautioned that these statements may not be appropriate for their intended purposes.

 

May 15, 2024

 

- 2 -
 

 

BYND CANNASOFT ENTERPRISES INC.

Consolidated Interim Statements of the Financial Position

(Expressed in Canadian dollars)

(Unaudited)

 

 

As at  Notes 

March 31, 2024

   December 31, 2023 
            
Assets             
Cash     $9,172,068   $3,113,934 
Accounts receivable  5   203,886    189,434 
Prepaid expenses      90,654    25,372 
Total Current Assets      9,466,608    3,328,740 
              
Intangible assets  6   33,463,103    33,463,103 
Property and equipment  7   7,033    9,525 
Total Assets     $42,936,744   $36,801,368 
              
Liabilities and Shareholders’ Equity             
Liabilities             

Trade payables and accrued liabilities

  8  $362,670   $258,515 
Related Parties  9   364,843    450,048 
Deferred revenue  14   99,661    131,794 
Long term loan – current portion  10   47,509    46,680 
Total Current Liabilities      874,683    887,037 
              
Long term loan  10   26,834    38,427 
Derivative warrants liabilities  11   37,386,626    958,146 
Liabilities for employee benefits  12   94,964    91,533 
Total Liabilities     $38,383,107   $1,975,143 
              
Shareholders’ equity             
Share capital  13  $59,420,609   $59,367,042 
Shares to be issued      53,567    53,567 
Share-based payment reserve      379,218    711,267 
Translation differences reserve      (26,076)   (7,246)
Capital reserve for re-measurement of defined benefit plan  12   13,886    13,764 
Accumulated Deficit      (55,287,567)   (25,312,169)
Total Shareholders’ equity     $4,553,637   $34,826,225 
Total Liabilities and Shareholders’ Equity     $42,936,744   $36,801,368 

 

Nature of operations and going concern (Note 1)

Subsequent events (Note 16)

 

These condensed consolidated interim financial statements were approved for issue by the Board of Directors on May 15, 2024 and signed on its behalf by:

 

“Yftah Ben Yaackov”   “Gabi Kabazo”
Director   Director

 

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

 

- 3 -
 

 

BYND CANNASOFT ENTERPRISES INC.

Consolidated Interim Statements of Loss and Comprehensive Loss

(Expressed in Canadian dollars)

(Unaudited)

 

 

For the three months ended  Notes 

March 31, 2024

  

March 31, 2023

 
            
Revenue  14  $308,968   $420,635 
Cost of revenue  15   (243,018)   (103,692)
Gross profit      65,950    316,943 
              
Consulting and marketing      22,884    - 
Research and development      441,401    - 
Depreciation and amortization  7   2,227    3,032 
Share-based compensation       363,437    2,566 
General and administrative expenses      

254,471

    

282,839

 
Professional fees      632,078    676,867 
Total operating expense      1,716,498    965,304 
              
Loss before other income (expense)     $(1,650,548)  $(648,361)
Other income (expense)             
Change in fair value of derivative warrants liabilities  11   (28,977,934)   - 
Foreign exchange gain (loss)      5,095    (53,778)
Finance income (expenses), net      13,743    (5,381)
Other operating income (expense)      (28,959,096)   (59,159)
              
Loss before tax     $(30,609,644)  $(707,520)
Tax expense      (7,673)   (32,913)
Loss for the period     $(30,617,317)  $(740,433)
              
Other comprehensive income (loss)             
Items that may be reclassified to profit or loss             
Exchange differences on translation of foreign operations     $(18,830)  $(15,451)
Remeasurement of a defined benefit plan, net      122    946 
Other comprehensive income (loss) for the period     $(18,708)  $(14,505)
              
Total comprehensive loss     $(30,636,025)  $(754,938)
              
loss per share – basic and diluted*     $(67.59)  $(3.71)
              
Weighted average shares outstanding – basic and diluted      452,981    199,434 

 

*Adjusted to reflect one (1) for one hundred ninety (190) reverse stock split in March 2024 (see Note 1)

 

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

 

- 4 -
 

 

BYND CANNASOFT ENTERPRISES INC.

Consolidated Interim Statements of Changes in Shareholders’ Equity

(Expressed in Canadian dollars)

(Unaudited)

 

 

   Number of shares*   Share capital   Shares to be issued   Share purchase warrants reserve   Translation differences reserve   Share-based payment reserve  

Capital reserve for

re-measurement of defined benefit plan

   Accumulated Deficit   Total 
       $   $   $   $   $   $   $   $ 
                                     
Balance at January 1, 2023   199,400    54,806,522    41,875    639,879    15,746    570,446    13,279    (6,817,048)   49,270,699 
Loss for the period   -    -    -    -    -    -    -    (740,433)   (740,433)
Shares issued for services   35    41,875    (41,875)   -    -    -    -    -    - 
Share-based payments   -    -    -    -    -    2,566    -    -    2,566 
Shares to be issued for services   -    -    41,875    -    -    -    -    -    41,875 
Other comprehensive loss for the period   -    -    -    -    (15,451)   -    946    -    (14,505)
Balance at March 31, 2023   199,435    54,848,397    41,875    639,879    295    573,012    14,225    (7,557,481)   48,560,202 
                                              
Balance at January 1, 2024   223,964    59,367,042    53,567    -    (7,246)   711,267    13,764    (25,312,169)   34,826,225 
Cancellation of stock options   -    -    -    -    -    (641,919)   -    641,919    - 
Shares, pre-funded warrants and warrants issued for cash, net   3,021,011    7,450,546    -    -    -    -    -    -    7,450,546 
Allocation to derivative warrants liabilities   -    (7,450,546)   -    -    -    -    -    -    (7,450,546)
Loss for the period   -    -    -    -    -    -    -    (30,617,317)   (30,617,317) 
Shares issued for services   94    53,567    (53,567)   -    -    -    -    -    - 
Share-based payments   -    -    -    -    -    309,870    -    -    309,870 
Shares to be issued for services   -    -    53,567    -    -    -    -    -    53,567 
Other comprehensive loss for the period   -    -    -    -    (18,830)   -    122    -    (18,708)
Balance at March 31, 2024   3,245,069    59,420,609    53,567    -    (26,076)   379,218    13,886    (55,287,567)   4,553,637 

 

*Adjusted to reflect one (1) for one hundred ninety (190) reverse stock split in March 2024 (see Note 1)

 

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

 

- 5 -
 

 

BYND CANNASOFT ENTERPRISES INC.

Consolidated Interim Statements of Cash Flows

For the three months ended March 31, 2024 and 2023

(Expressed in Canadian dollars)

(Unaudited)

 

 

As at  March 31, 2024   March 31, 2023 
         
Operating activities:          
Loss for the period  $(30,617,317)  $(740,433)
Items not involving cash:          
Finance expense   613    1,006 
Share-based compensation   309,870    2,566 
Depreciation   2,551    3,395 
Change in benefits to employees   3,553    (310)
Change in fair value of derivative warrants liabilities   28,977,934    - 
Shares issued for services   53,567    41,875 
Unrealized foreign exchange loss (gain)   (117,661)   76,562 
Changes in non-cash working capital items:          
Accounts receivables   (14,452)   90,419 
Trade payables and accrued liabilities   104,155    (58,691)
Deferred revenue   (32,133)   (200,907)
Prepaid expenses   (65,282)   174,961 
Related parties   (85,205)   - 
Net cash used in operating activities   (1,479,807)   (609,557)
           
Investing activities:          
Purchase of property and equipment   -    (860)
Investment in intangible assets   -    (107,434)
Net cash used in investing activities   -    (108,294)
           
Financing activities:          
Proceeds from public offering, net   7,450,546    - 
Proceeds (repayment of) from long term loan   (11,621)   (11,709)
Net cash provided by (used in) financing activities   7,438,925    (11,709)
           
Net Increase (Decrease) in cash  $5,959,118   $(729,560)
Effect of foreign exchange rate changes on cash   99,016    (34,071)
Cash at beginning of period   3,113,934    2,392,871 
Cash at end of period  $9,172,068   $1,629,240 
           
Supplemental disclosure of cash flow information          
           
Cash paid during the year for interest  $1,288   $968 

 

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

 

- 6 -
 

 

BYND CANNASOFT ENTERPRISES INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2024

(Expressed in Canadian dollars)

(Unaudited)

 

 

NOTE 1 – NATURE OF OPERATIONS AND GOING CONCERN

 

BYND Cannasoft Enterprises Inc. (the “Company” or “BYND Cannasoft”) is a Canadian company which was amalgamated under the Business Corporations Act (British Columbia) on March 29, 2021. The Company’s registered address is 2264 East 11th Avenue, Vancouver, Canada.

 

The Company currently operates only in Israel and through its subsidiaries (i) develops, markets and sells a proprietary client relationship management software known as “Benefit CRM” and its new Cannabis CRM platform, and (ii) is developing the EZ-G device, a unique, patent pending device that, combined with proprietary software (provisional application), regulates the flow of low-concentration CBD oils into the soft tissues of the female sexual organs, and (iii) manages the construction, licensing and operation of a cannabis farm and indoor cannabis growing facility.

 

On March 29, 2021, the Company completed the business combination transactions with BYND – Beyond Solutions Ltd. (“BYND”). As a result of the business combination transactions, BYND became a wholly owned subsidiary of the Company. This transaction is accounted for as a reverse asset acquisition of the Company by BYND (“RTO”).

 

On March 29, 2021, BYND completed the share exchange agreement with B.Y.B.Y. As a result of the share exchange agreement, BYND holds 74% ownership interest in B.Y.B.Y. One of the former shareholders holds the remaining 26% ownership interest in B.Y.B.Y. in trust for BYND, for the purpose to comply with Israeli Cannabis Laws regarding the ownership of medical cannabis license rights This transaction was accounted for as asset acquisition according to IFRS 2 Share-based Payment.

 

On September 22, 2022, the Company and the former shareholder of Zigi Carmel Initiatives and Investments Ltd. (“ZC”) entered into a share exchange agreement, whereby the Company would acquire 100% ownership interest in ZC from the former shareholder in exchange for 7,920,000 common shares (41,684 common shares post reverse split) of the Company. The share exchange agreement was executed and fully completed on September 22, 2022.

 

Reverse stock split

 

On March 15, 2024, the Company announced a one (1) for one hundred ninety (190) reverse stock split of its outstanding common shares that became effective on March 22, 2024.

 

All shares, stock options, share purchase warrants, RSU’s and per share information in these consolidated financial statements have been restated to reflect the reverse stock split on a retroactive basis.

 

War in Israel

 

On October 7, 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Following the attack, Israel’s government declared war against Hamas.

 

Other terrorist organizations such as the Hezbollah in Lebanon on Israel’s northern border have launched rocket attacks on Israel in support of Hamas. The military campaign against Hamas and other terrorist organizations is ongoing and could escalate in the future into a larger regional conflict. There is no certainty as to the duration, severity, results or implications of the war on the State of Israel generally or on the Company.

 

- 7 -
 

 

BYND CANNASOFT ENTERPRISES INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2024

(Expressed in Canadian dollars)

(Unaudited)

 

NOTE 1 – NATURE OF OPERATIONS AND GOING CONCERN (continued)

 

While many of Israeli civilians were draft to reserve duty, the company’s headquarter activity located in Israel remain unharmed. With regards to company’s source of income, during the first month of the war, a few credit card companies reported on a sharp decrease in transactions in Israel. Despite that, the company has not experienced any material impact on its revenues, mainly due the fact that most of the company’s revenue is generated overseas.

 

As of the date of these financial statements, the end of the war is unknown.

 

These condensed interim consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. These financial statements do not reflect the adjustments to the carrying values of assets and liabilities, the reported revenues and expenses, and the statement of financial position classifications used, that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. Such adjustments could be material.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND USE OF ESTIMATES AND JUDGMENTS

 

a. Basis of presentation and statement of compliance

 

These condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Issues Committee (“IFRIC”) applicable to the preparation of interim financial statements, including International Accounting Standard (“IAS”) 34 Interim Financial Reporting.

 

The notes presented in these condensed consolidated interim financial statements include only significant events and transactions occurring since the Company’s last fiscal year end and they do not include all of the information required in the Company’s most recent annual consolidated financial statements. Except as noted below, these condensed consolidated interim financial statements follow the same accounting policies and methods of application as the Company’s annual financial statements and should be read in conjunction with the Company’s annual financial statements for the year ended December 31, 2023, which were prepared in accordance with IFRS as issued by IASB. There have been no significant changes in judgement or estimates from those disclosed in the consolidated financial statements for the year ended December 31, 2023.

 

b. Basis of Consolidation

 

The condensed consolidated interim financial statements incorporate the financial statements of the Company and of its wholly owned subsidiaries, BYND, Zigi Carmel and B.Y.B.Y.. B.Y.B.Y is owned directly through BYND and 24% of the shares of B.Y.B.Y. are held by a related party in trust for the Company for the purpose to comply with Israeli Cannabis Laws regarding the ownership of medical cannabis license rights.

 

- 8 -
 

 

BYND CANNASOFT ENTERPRISES INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2024

(Expressed in Canadian dollars)

(Unaudited)

 

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND USE OF ESTIMATES AND JUDGMENTS (continued)

 

A subsidiary is an entity over which the Company has control, directly or indirectly, where control is defined as the power to govern the financial and operating policies of an enterprise so as to obtain benefits from its activities. A subsidiary is consolidated from the date upon which control is acquired by the Company and all intercompany transactions and balances have been eliminated on consolidation.

 

c. Basis of Measurement

 

The condensed consolidated interim financial statements were prepared based on the historical costs, except for financial instruments classified as fair value through profit and loss (“FVTPL”) and assets or liabilities for employee benefits, which are stated at their fair value. In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

 

d. Currency of Operation and Currency of Presentation

 

The condensed consolidated interim financial statements are presented in Canadian dollars. The functional currency of the Company is Canadian dollars, and the functional currency of its subsidiaries is the New Israeli Shekel (“NIS”). NIS represents the main economic environment in which the subsidiaries operate.

 

e. Significant estimates and assumptions

 

The preparation of these condensed consolidated interim financial statements in accordance with IFRS requires the Company to use judgment in applying its accounting policies and make estimates and assumptions about reported amounts at the date of the financial statements and in the future. The Company’s management reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the period in which the estimates are revised.

 

Income taxes

 

Provisions for income taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these income tax provisions at the end of each reporting period. However, it is possible that at some future date an additional liability could result from audits by tax authorities. Where the final outcome of these tax-related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made. Deferred tax assets are recognized when it is determined that the company is likely to recognize their recovery from the generation of taxable income.

 

Useful lives of property and equipment

 

Estimates of the useful lives of property and equipment are based on the period over which the assets are expected to be available for use. The estimated useful lives are reviewed annually and are updated if expectations differ from previous estimates due to physical wear and tear, technical or commercial obsolescence, and legal or other limits on the use of the relevant assets. In addition, the estimation of the useful lives of the relevant assets may be based on internal technical evaluation and experience with similar assets. It is possible, however, that future results of operations could be materially affected by changes in the estimates brought about by changes in the factors mentioned above. The amounts and timing of recorded expenses for any period would be affected by changes in these factors and circumstances. A reduction in the estimated useful lives of the equipment would increase the recorded expenses and decrease the non-current assets.

 

- 9 -
 

 

BYND CANNASOFT ENTERPRISES INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2024

(Expressed in Canadian dollars)

(Unaudited)

 

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND USE OF ESTIMATES AND JUDGMENTS (continued)

 

e. Significant estimates and assumptions (continued)

 

Convertible debentures

 

The identification of convertible note components is based on interpretations of the substance of the contractual arrangement and therefore requires judgement from management. The separation of the components affects the initial recognition of the convertible debenture at issuance and the subsequent recognition of interest on the liability component. The determination of the fair value of the liability is also based on a number of assumptions, including contractual future cash flows, discount rates and the presence of any derivative financial instruments.

 

Other Significant Judgments

 

The preparation of financial statements in accordance with IFRS requires the Company to make judgments, apart from those involving estimates, in applying accounting policies. The most significant judgments in applying the Company’s financial statements include:

 

  ● the assessment of the Company’s ability to continue as a going concern and whether there are events or conditions that may give rise to significant uncertainty;
  ● the classification of financial instruments;
  ● the assessment of revenue recognition using the five-step approach under IFRS 15 and the collectability of amounts receivable; and
  ● the determination of the functional currency of the company.

 

NOTE 3 – RESTATEMENT OF PREVIOUSLY ISSUED FINANCIALS STATEMENT

 

As a result of the findings based on the Company’s ongoing reviews, the Company, in consultation with the Board of Directors, determined that the previously issued Consolidated Balance Sheet presented in the 20-F filed on April 27, 2023, for the year ended December 31, 2022 had a clerical error in relation to software development costs that should be part of intangible assets and not included in capital work in progress, and they would make the necessary accounting corrections and restate such financial statement.

 

This error correction resulted in a decrease to property and equipment of $987,006 at December 31, 2022 and an increase to intangible assets of $987,006 at December 31, 2022.

 

- 10 -
 

 

BYND CANNASOFT ENTERPRISES INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2024

(Expressed in Canadian dollars)

(Unaudited)

 

 

NOTE 4 – ACQUISITIONS

 

Acquisition of Zigi Carmel

 

On September 22, 2022, the Company and the former shareholder of Zigi Carmel Initiatives and Investments Ltd. (“ZC”) entered into a share exchange agreement, whereby the Company would acquire 100% ownership interest in ZC from the former shareholder in exchange for 7,920,000 common shares (41,684 common shares post reverse split) of BYND. The share exchange agreement was executed and fully completed on September 22, 2022.

 

The acquisition of ZC has been accounted for as asset acquisition according to IFRS 2 Share-based Payment as the acquired assets and liabilities do not constitute a business under IFRS 3 Business Combinations. The transaction price of the acquisition was measured according to the fair value of the common shares given in consideration for the assets and liabilities assumed from the acquisition, with equity increased by the corresponding amount equal to the total fair value of the common shares given. As a result, the acquisition was recorded with the consideration as detailed in the table below:

 

  $ 
Consideration transferred:     
Value allocated to shares issued 7,920,000 shares (41,684 common shares post reverse split) at $5.40 per share   42,768,000 
      
Fair value of assets and liabilities acquired:     
Investments   137,811 
Intangible asset – patents pending   42,768,000 
Shareholder loan   (137,811)
Fair value of assets and liabilities   42,768,000 

 

The intangible asset acquired in the acquisition of ZC is attributed to 2 patents pending for a therapeutic device (the “EZ-G” device) owned by ZC. The company has determined that the patents pending shall not be amortized until they are approved and then will be amortized over the course of their life.

 

NOTE 5 – ACCOUNTS RECEIVABLE

 

  

March 31, 2024

   December 31, 2023 
Trades receivables  $136,455   $119,094 
Income tax advances   30,748    52,003 
Interest receivable   35,810    17,494 
Due from shareholders   873    843 
Accounts receivable  $203,886   $189,434 

 

- 11 -
 

 

BYND CANNASOFT ENTERPRISES INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2024

(Expressed in Canadian dollars)

(Unaudited)

 

 

NOTE 6 – INTANGIBLE ASSETS

 

The Company’s intangible assets relate to the proprietary Cannabis CRM software the Company is Developing, Patents pending for the EZ-G device (Note 4) as well as the primary growing license for medical cannabis in Israel. The Additions for the Software include cost of wages of the software developers for the time they spend on developing the Cannabis CRM software.

 

The additions for the Patents include the fair value attributed to the Patents upon the acquisition of ZC as well as transaction and other costs in the amount of $193,382.

 

   Software*   License  

Patent

applications

and

technological

know how

   Total 
Cost                
Balance, December 31, 2022  $2,301,580   $850,000   $42,961,382   $1,300,429 
Additions   366,325    -    -    43,871,579 
Impairments   (2,478,491)   (850,000)   (9,498,279)   - 
Translation differences   (108,176)   -    -    (32,385)
Balance, December 31, 2023   81,238    -    33,463,103    33,544,341 
Additions   -    -    -    - 
Translation differences   -    -    -    - 
Balance, March 31, 2024  $81,238   $-    33,463,103   $33,544,341 
 Accumulated depreciation                    
Balance, December 31, 2022  $-   $-    -   $81,406 
Depreciation   81,406    -    -    (168)
Translation differences   (168)   -     -     -  
Balance, December 31, 2023   81,238    -    -    81,238 
Depreciation   -    -    -    - 
Balance, March 31, 2024  $81,238   $-    -   $81,238 
Net book value                    
At December 31, 2023  $-   $-    33,463,103   $33,463,103 
At March 31, 2024  $-   $-    33,463,103   $33,463,103 

 

*Reclassified software development costs from Capital Work in Progress (Note 7) to Intangible Assets – Software (See Note 3)

 

- 12 -
 

 

BYND CANNASOFT ENTERPRISES INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2024

(Expressed in Canadian dollars)

(Unaudited)

 

 

NOTE 7 – PROPERTY AND EQUIPMENT

 

  

Computers

& Equipment

   Vehicles  

Furniture &

Equipment

  

Capital

Work In

Progress*

   Total 
                     
Cost                         
Balance, January 1, 2023  $29,019   $181,052   $33,310   $327,918   $571,299 
Additions   6,664    -    1,039    704    8,407 
Impairments   -    -    -    (315,711)   (315,711)
Translation differences   (1,519)   (9,419)   (1,735)   (12,911)   (25,584)
Balance, December 31, 2023   34,164    171,633    32,614    -    238,411 
Additions   -    -    -    -    - 
Disposals   -    -    -    -    - 
Translation differences   302    1,701    324    -    2,327 
Balance, March 31, 2024  $34,466   $173,334   $32,938   $-   $240,738 
                          
Accumulated depreciation                         
Balance as of January 1, 2023  $27,588   $169,535   $30,168    -   $227,291 
Depreciation   2,172    9,377    1,897    -    13,446 
Translation differences   (1,439)   (8,839)   (1,573)   -    (11,851)
Balance, December 31, 2023   28,321    170,073    30,492    -    228,886 
Depreciation   829    1,571    151    -    2,551 
Translation differences   276    1,690    302    -    2,268 
Balance, March 31, 2024  $29,426   $173,334   $30,945    -   $233,705 
                          
Net book value                         
At December 31, 2023  $5,843   $1,560   $2,122   $-   $9,525 
At March 31, 2024  $5,040   $-   $1,993   $-   $7,033 

 

*Reclassified software development costs from Capital Work in Progress to Intangible Assets (Note 6) – Software (See Note 3)

 

During the three months ended March 31, 2024, depreciation of $324 (2023 - $363) related to computer and equipment is included in cost of revenue.

 

As of December 31, 2023 the Company’s Capital work in progress relates to the ongoing investment in the future medical cannabis cultivation facility in Moshav Kochav Michael, Israel which includes permits and design.

 

The Company considered indicators of impairment at December 31, 2023. The Company recorded impairment loss during the year ended December 31, 2023 for the capital work in progress.

 

The impairment for the capital work in progress was done mainly because of recent medical cannabis legislation changes in Israel that have materially affected the value of this asset.

 

- 13 -
 

 

BYND CANNASOFT ENTERPRISES INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2024

(Expressed in Canadian dollars)

(Unaudited)

 

 

NOTE 8 – TRADE PAYABLES AND ACCRUED LIABILITIES

 

   March 31, 2024   December 31, 2023 
Trades payables  $298,180   $157,705 
VAT, income and dividend taxes payable   9,895    28,027 
Salaries payable   54,595    72,783 
Trade payables and accrued liabilities  $362,670   $258,515 

 

NOTE 9– RELATED PARTY TRANSACTIONS BALANCES

 

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of members of the Company’s Board of Directors and corporate officers. The remuneration of directors and key management personnel, not including normal employee compensation, made during the three months ended March 31, 2024 and the three months ended March 31, 2023 is set out below:

 

   March 31, 2024   March 31, 2023 
salary (cost of sales)   122,910    20,498 
consulting (research and development)   30,488    - 
consulting (professional fees)   40,963    - 
share based payments   53,567    44,441 
salary (general and administrative expenses)   213,343    146,250 
Total  $461,271   $211,189 

 

As at March 31, 2024, $873 was owed from shareholders of the company (December 31, 2023– $843). Amounts owed were recorded in accounts receivable are non-interest bearing and unsecured.

 

As at March 31, 2024, $364,843 was owed to directors of the Company (December 31, 2023– $450,048). Amounts due are non-interest bearing and unsecured.

 

NOTE 10 – LONG TERM LOAN

 

During the year ended December 31, 2020, the Company secured a term loan with a principal amount of $184,352 (NIS 500,000) from an Israeli bank. The loan bears interest at the rate of 3.14% per annum and matures on September 18, 2025. The loan is subject to 48 monthly payments commencing October 18, 2021. $9,218 (NIS 25,000) was deposited in the bank as security for the loan.

 

The activities of the long term loan during the three month ended March 31, 2024 are as follows:

 

  

March 31, 2024

  

December 31, 2023

 
Balance, opening  $85,107   $135,971 
Repayments   (11,621)   (43,350)
Interest expense, accrued   613    3,333 
Translation difference   244    (8,847)
Balance, ending   74,343    85,107 
Less:          
Long term loan – current portion   47,509    46,680 
Long term loan  $26,834   $38,427 

 

- 14 -
 

 

BYND CANNASOFT ENTERPRISES INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2024

(Expressed in Canadian dollars)

(Unaudited)

 

 

NOTE 10 – LONG TERM LOAN (continued)

 

The undiscounted repayments for each of the next three years and in the aggregate are:

 

 SCHEDULE OF UNDISCOUNTED REPAYMENTS

Year ended  Amount 
December 31, 2024  $35,493 
December 31, 2025   38,850 
Total  $74,343 

 

NOTE 11 – DERIVATIVE WARRANTS LIABILITIES

 

a. On December 21, 2023, the Company issued 2,884,616 warrants (15,182 warrants at an exercise price of US $98.8 post reverse split) in connection with its December 2023 Registered direct public offering (“December 2023 Warrants”). The warrant includes a cashless exercise provision and repricing adjustments for offerings at a price lower than the existing exercise price of the warrants, stock splits, reclassifications, subdivisions, and other similar transactions and also the exercise price of the warrant is not denominated in the functional currency of the Company, therefore, these warrants were recorded at their fair value as a derivative liability at the time of the grant and revalued at the end of each reporting period.
   
  On March 27, 2024, following the March 2024 Public offering, which included the offering of common shares at a price lower than the exercise price of the December 2023 Warrants, the exercise price of the December 2023 Warrants was reduced to US $1.3643, and each December 2023 Warrant became convertible into 72.42 common shares of the Company.
   
b. On March 14, 2024, the Company issued 134,166,665 Series A Warrants (706,140 A warrants post reverse split) and 268,333,330 Series B Warrants (1,412,280 B warrants post reverse split) in connection with its March 2024 public offering (“March 2024 A Warrants and B Warrants”). The warrants include a cashless exercise provision and repricing adjustments for offerings at a price lower than the existing exercise price of the warrants, stock splits, reclassifications, subdivisions, and other similar transactions and also the exercise price of the warrant is not denominated in the functional currency of the Company, therefore, these warrants were recorded at their fair value as a derivative liability at the time of the grant and revalued at the end of each reporting period.
   
  On March 27, 2024, following the 1:190 reverse stock split, the exercise price of the March 2024 A Warrants and B Warrants was reduced to $1.3643, and each B warrant became convertible into 14.21 common shares of the Company.
   
c. During the period ended March 31, 2024, the Company recorded a loss on the revaluation of the total derivative liabilities of $28,977,934, in the consolidated statements of Operations and Comprehensive Loss.

 

- 15 -
 

 

BYND CANNASOFT ENTERPRISES INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2024

(Expressed in Canadian dollars)

(Unaudited)

 

 

NOTE 11 – DERIVATIVE WARRANTS LIABILITIES (continued)

 

d. The Company engaged an outside valuation company to calculate the fair value of the derivative warrants based on the Monte Carlo Simulation model with the following assumptions:

 

   March 31, 2024 
Share Price   US $ 1.4 
Exercise Price   US $ Nil- 0.35 
Expected life   2.45- 4.95 years 
Risk-free interest rate   4.23% 
Dividend yield   0.00% 
Expected volatility   80% 
Early exercise threshold   US $ 2.05 

 

The following table presents the changes in the warrant liability during the period:

 

      
Balance as of December 31, 2023  $958,146 
Issuance of March 2024 warrants   35,921,315 
Changes in fair value of warrants   507,165 
Balance as of March 31, 2024  $37,386,626 

 

NOTE 12 – EMPLOYEE BENEFITS

 

The severance pay liability constitutes a defined benefit plan and was calculated using actuarial assumptions. In measuring the present value of the defined benefit obligation and the current service costs the projected unit credit method was used.

 

Plan assets (liability)

 

Information on the Company’s defined benefit pension plans and other defined benefit plans, in aggregate, is summarized as follows:

 

   March 31, 2024   December 31, 2023 
Defined benefit plan liabilities  $(94,964)  $(91,533)
Less: fair value of plan assets or asset ceiling   -    - 
Total  $(94,964)  $(91,533)

 

- 16 -
 

 

BYND CANNASOFT ENTERPRISES INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2024

(Expressed in Canadian dollars)

(Unaudited)

 


 

NOTE 12 – EMPLOYEE BENEFITS (continued)

 

Changes in the present value of the defined benefit plan liability

 

The following are the continuities of the fair value of plan assets and the present value of the defined benefit plan obligations:

 

   March 31, 2024   December 31, 2023 
Balance, opening  $(91,533)  $(86,016)
Recognized in profit this year:          
Interest costs   (1,166)   (4,638)
Current service cost   (1,473)   (5,860)
Recognized in other comprehensive profit:          
Actuary loss for change of assumptions   122    485 
Translation differences   (914)   4,496 
Balance, ending  $(94,964)  $(91,533)

 

The actual amount paid may vary from the estimate based on actuarial valuations being completed, investment performance, volatility in discount rates, regulatory requirements and other factors.

 

Major assumptions in determining the defined benefit plan liability

 

The principal actuarial assumptions used in calculating the Company’s defined benefit plan obligations and net defined benefit plan cost for the year were as follows (expressed as weighted averages):

 

   March 31, 2024   December 31, 2023 
Capitalization rate   3.15%   3.15%
Salary growth rate   0%   0%
Retirement rate   5%   5%

 

NOTE 13 – SHARE CAPITAL

 

Authorized

 

Unlimited number of common shares without par value.

 

Issued

 

As at March 31, 2024 3,245,069 common shares were issued and outstanding.

 

During the three months ended March 31, 2024

 

On January 4, 2024, the Company issued 17,915 common shares (94 common shares post reverse split) to two directors following the vesting of RSU’s with a fair value of $2.99, for a compensation amount of $53,568.

 

On January 10, 2024, the Company granted 410,000 RSUs (2,158 RSUs post reverse split) to five directors of the Company, the RSUs will vest over 4 months and a day.

 

- 17 -
 

 

BYND CANNASOFT ENTERPRISES INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2024

(Expressed in Canadian dollars)

(Unaudited)

 

 

NOTE 13 – SHARE CAPITAL (continued)

 

On January 16, 2024, the Company granted 60,000 RSUs (316 RSUs post reverse split) to a consultant of the Company, the RSUs will vest over 4 months and a day.

 

On February 5, 2024, the Company granted 39,753 RSUs (209 RSUs post reverse split) to a consultant of the Company, the RSUs will vest over 4 months and a day.

 

On March 5, 2024, the Company granted 60,083 RSUs (316 RSUs post reverse split) to a consultant of the Company, the RSUs will vest over 4 months and a day.

 

On March 14, 2024 the Company announced the closing of an underwritten public offering with gross proceeds to the Company of approximately US$7.0 million, before deducting underwriting discounts and other estimated expenses paid by the Company. The offering was for sale of 116,666,667 units (614,109 units post reverse split), each consisting of one common share or pre-funded warrant, one series A warrants and two series B warrants. The offering price was US$0.06 per unit. As part of this public offering and between March 14, 2024 to March 31, 2024, the Company issued 364,813 common shares, 249,296 common shares following the exercise of pre-funded warrants and 2,406,902 common shares following the cashless exercise of Series A Warrants.

 

During the three months ended March 31, 2023

 

On January 3, 2023, the Company issued 6,727 common shares (35 common shares post reverse split) to two directors following the vesting of RSU’s.

 

Stock options

 

The Company has a stock option plan to grant incentive stock options to directors, officers, employees and consultants. Under the plan, the aggregate number of common shares that may be subject to option at any one time may not exceed 10% of the issued common shares of the Company as of that date, including options granted prior to the adoption of the plan. The exercise price of these options is not less than the Company’s closing market price on the day prior to the grant of the options less the applicable discount permitted by the CSE. Options granted may not exceed a term of five years.

 

A summary of the stock options outstanding for the three months ended March 31, 2024 are summarized as follows:

 

  

Number of

Options

  

Weighted Average

Exercise Price

 
Outstanding at January 1, 2023   3,237    267.9 
Granted during the period   526    402.8 
Exercised during the period   -    - 
           
Outstanding at December 31, 2023   3,763   $286.9 
Granted during the period   3,421    100.7 
Cancelled during the period   (2,974)    320.6 
           
Outstanding at March 31, 2024   4,210    139.7 
Exercisable at March 31, 2024   2,631   $141.9 

 

- 18 -
 

 

BYND CANNASOFT ENTERPRISES INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2024

(Expressed in Canadian dollars)

(Unaudited)

 

 

NOTE 13 – SHARE CAPITAL (continued)

 

Additional information regarding stock options outstanding as of March 31, 2024, is as follows:

 

Outstanding   Exercisable 

Number of

stock options

   Weighted
average
remaining
contractual
life (years)		   Weighted
Average
Exercise Price		   Number of
stock options		   Weighted
Average
Exercise Price		 
                  
 789    2.00   $155.8    789   $155.8 
 3,421    4.79   $135.9    1,842   $135.9 
                       
 4,210    4.27   $139.67    2,631   $141.9 

 

Details of the fair value of options granted and the assumptions used in the Black-Scholes option pricing model are as follows:

 

   2024   2023 
Weighted average fair value of options granted  $0.57   $1.61 
Risk-free interest rate   3.4%   3.76%
Estimated life (in years)   5    5 
Expected volatility   108.75%   100.64%
Expected dividend yield   0%   0%

 

On January 10, 2024, the Company cancelled 565,000 stock options (2,974 stock options post reverse split) that were previously granted to 4 directors of the Company.

 

On January 16, 2024, the Company granted 650,000 stock options (3,421 stock options post reverse split) to a consultant of the Company, the stock options vest as follows: 150,000 on the date of the grant (789 post reverse split) and 100,000 every month thereafter (526 post reverse split) every month thereafter.

 

NOTE 14 – REVENUE AND DEFERRED REVENUE

 

  

March 31, 2024

  

March 31, 2023

 
Software development  $245,306   $190,702 
Software license   37,806    203,187 
Software supports   12,639    14,109 
Cloud hosting   10,755    11,010 
Others   2,462    1,627 
Revenue  $308,968   $420,635 

 

The Company recognized revenues from contracts with customers in accordance with the following timing under IFRS 15:

 

   March 31, 2024   March 31, 2023 
Revenue recognized over time  $271,162   $217,448 
Revenue recognized at a point of time   37,806    203,187 
Revenue  $308,968   $420,635 

 

- 19 -
 

 

BYND CANNASOFT ENTERPRISES INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2024

(Expressed in Canadian dollars)

(Unaudited)

 

 

NOTE 14 – REVENUE AND DEFERRED REVENUE (continued)

 

Deferred revenue represents contract liabilities for customer payments received related to services yet to be provided subsequent to the reporting date. Significant changes in deferred revenue are as follows:

 

   March 31, 2024   December 31, 2023 
Deferred revenue, beginning  $131,794   $219,068 
Customer payments received attributable to contract liabilities for unearned revenue   5,632    158,711 
Revenue recognized from fulfilling contract liabilities   37,765    245,985 
Deferred revenue, ending  $99,661   $131,794 

 

The Company derives significant revenues from one customer, which exceeds 10% of total revenues. Revenues earned from that customer were 66% of total revenues for the period ended March 31, 2024 (Three months ended March 31, 2023 – 91%)

 

NOTE 15 – COST OF REVENUE

 

Cost of revenue incurred are comprised of the following:

 

   March 31, 2024   March 31, 2023 
Salaries and benefits  $194,477   $90,533 
Subcontractors   35,823    - 
Software and other   12,394    12,796 
Depreciation   324    363 
Cost of revenue  $243,018   $103,692 

 

NOTE 16 – SUBSEQUENT EVENTS

 

On April 5, 2024, the Company issued 95 common shares to two directors following the vesting of RSU’s for a compensation amount of $53,567.

 

On April 8, 2024, the Company issued 1,180,000 common shares to directors and consultants following the vesting of RSU’s.

 

On April 9, 2024, the Company issued 100,000 common shares to a consultant following the vesting of RSU’s.

 

Since April 1, 2024 and until May 15, 2024, the Company issued 4,567,282 common shares following the exercise of 4,533,482 series A Warrants in cashless exercise and 33,800 series B Warrants for total proceeds of US $46,113.

 

- 20 -

 

 

 

Exhibit 99.2

 

BYND CANNASOFT ENTERPRISES INC.

 

MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2024

 

All dollar amounts are expressed in Canadian dollars unless otherwise indicated.

 

 

BACKGROUND

 

This Management’s Discussion and Analysis (“MD&A”) should be read in conjunction with the unaudited, consolidated financial statements and notes thereto of BYND Cannasoft Enterprises Inc. (“BYND Cannasoft” or the “Company”) for the three-month period ended March 31, 2024 (the “Financial Statements”). The information contained in this MD&A is current to May 15, 2024.

 

The Financial Statements have been prepared in compliance with the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. In accordance with IFRS, management is required to make assumptions that affect the reported amounts of assets, liabilities and expenses in addition to the disclosure of contingent liabilities at the date of the financial statements and reporting amounts. The Company bases its estimates on historical experience, current trends and various other assumptions that are believed to be reasonable under the circumstances. However, actual results could differ materially from those estimates. See Note 2 to the Financial Statements for management’s analysis of the Company’s critical accounting estimates.

 

Additional information relating to the Company, including the Company’s Form 20-F Annual Report for the year ended December 31, 2023, is available under the Company’s profile on SEDAR+ at www.sedarplus.ca.

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTORS

 

This MD&A contains certain statements that may constitute “forward-looking statements” within the meaning of Canadian securities laws. Forward-looking statements include but are not limited to, statements regarding future anticipated business developments and the timing thereof, regulatory compliance, sufficiency of working capital, business and financing plans, and the Company’s intended use of proceeds from the sale of its securities. Although the Company believes that such forward-looking statements are reasonable at the time they are made, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or which by their nature refer to future events. The Company cautions investors that forward-looking statements are inherently subject to a variety of risks and uncertainties and other known and unknown factors that could cause actual results may differ materially from those expressed or implied in forward looking statements. Such factors, include, without limitation, the Company’s ability to continue its projected growth, to raise the necessary capital or to be fully able to implement its business strategies. Other factors that could affect actual results are uncertainties pertaining to government regulations, both domestic as well as foreign, and the changes within the capital markets. Further risks and uncertainties are disclosed under the section “Risk Management”.

 

GOING CONCERN

 

The Financial Statements have been prepared on a going concern basis, which contemplates the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company’s ability to continue as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to generate revenue to establish profitable operations and to obtain the necessary equity or debt financing to fund operations as required.

 

 
 

 

OUTLOOK

 

The Company’s primary focus for the foreseeable future will be: (i) the continuation of its current software business, and (ii) the development of the EZ-G device, a unique, patent-pending device that, combined with proprietary software, regulates the flow of low-concentration cannabidiol (“CBD”) oils into the soft tissues of the female sexual organs (the “EZ-G Device”).

 

DESCRIPTION OF BUSINESS

 

BYND Cannasoft Enterprises Inc. was amalgamated under the Business Corporations Act (British Columbia) on March 29, 2021.

 

Recent Developments

 

● On March 22, 2024, the Company effected a 1-for-190 reverse stock split of its outstanding common shares (the “Common Shares”).
   
● As of the close of trading on March 14, 2024, the Common Shares were voluntarily delisted from the Canadian Securities Exchange (“CSE”). The delisting from the CSE will not affect the Company’s listing on the NASDAQ Capital Market (the “NASDAQ”). The Common Shares will continue to trade on the NASDAQ under the symbol “BCAN”.
   
● On March 14, 2024, the Company announced the closing of a firm commitment underwritten U.S. public offering with gross proceeds to the Company of approximately US$7,000,000, before deducting underwriting discounts and other estimated expenses payable by the Company. The base offering consisted of (a) 16,166,667 common shares (or 85,088 common shares post reverse split), (b) 100,500,000 pre-funded warrants (or 528,947 post reverse split), (c) 16,166,667 (or 85,088 post reverse split) A warrants to purchase one common share (the “A Warrants”), and (d) 32,333,334 (or 170,176 post reverse split) B warrants to purchase one common share (the “B Warrants”). All pre-funded warrants were exercised. To date, 6,940,384 A Warrants have been exercised on a cashless basis and 33,800 B Warrants have been exercised at an exercise price of US$1.3643 per common share. As described on the Prospectus, the Company intends to use the net proceeds from this offering primarily for product design and manufacturing of the EZ-G Device, sales and marketing campaigns, patent prosecution ,working capital and development of additional products based on the Company’s technology and identification and acquisition of Cannabis companies with a focus on the CBD sector as an alternative to building growing cannabis farms.
   
● On December 21, 2023, the Company closed a registered direct public offering of 2,884,616 units (15,182 units post reverse split) at a price of US$0.52 per unit, each consisting of one Common Share and one Common Share purchase warrant entitling the holder thereof to purchase one Common Share at an exercise price of US$0.52. The Company raised gross proceeds of $1,996,650 under this offering, before deducting underwriting discounts and other estimated expenses paid by the Company in the amount of $319,464, for net proceeds of $1,677,186.
   
● On November 16, 2023, the Company’s wholly owned subsidiary, BYND - Beyond Solutions Ltd., submitted to the Israel Innovation Authority a research and development plan based on a planned budget of US$1.5 million (for a grant of up to US$0.75 million) to develop CRM software combined with AI for use by the medical cannabis industry (File number 82745 – Application number 01125047). On December 24, 2023, the Israel Innovation Authority notified the Company that its submission had been rejected due to prioritization of their grants to companies that are more in need.

 

 
 

 

● On September 26, 2023, the Company announced that it had signed a non-binding memorandum of understanding with Foria, a plant-based sexual wellness company, outlining plans to form a strategic alliance to collaborate on opportunities available in the fast growing female wellness industry. The alliance plans to integrate Foria’s knowledge and experience in the sexual wellness space, along with the brand’s beloved organic botanical and CBD-based products, with the Company’s patent pending EZ-G Device, which utilizes artificial intelligence (AI) to help address women’s health issues. Foria’s team plans to develop oil capsules designed for use in the EZ-G Device, which leverage proprietary software to regulate the flow of low concentrations of CBD oils, hemp seed oils, and other natural oils into the soft tissues of the female reproductive system. The device is expected to provide users with a personalized experience that meets various needs related to sexual pleasure and potentially address a wide variety of women’s health issues.
   
● On July 19, 2023. the Company issued 1,733,334 Common Shares (9,123 Common Shares post reverse split) at a price of US$1.50 per Common Share following the closing of an underwritten public offering with gross proceeds to the Company of $3,424,201, before deducting underwriting discounts and other estimated expenses paid by the Company in the amount of $405,636, for net proceeds of $3,018,565.
   
● On February 5, 2023, the Company’s wholly owned subsidiary, Cannasoft Pharma Holdings Ltd., received a contactless business license. This license allows us to engage in the cannabis industry for the purpose of trading and brokering transactions in Israel, importing from abroad, and purchasing and selling cannabis without touching the substance. The contactless license was valid for one year and expired on February 5, 2024. A decision as to whether to re-apply for a license has not yet been made and will depend upon the Foria supplier agreement with the Company and the general stage of the medical cannabis market in Israel.
   
●

On September 22, 2022, the Company completed its acquisition of Zigi Carmel Initiatives and Investments Ltd. (“Zigi Carmel”) in consideration for the issuance to Carmel Zigdon of 7,920,000 Common Shares (41,684 Common Shares post reverse split) and US $100,000 to cover Zigi Carmel’s legal expenses. As part of the closing of the acquisition, Mr. Carmel Zigdon was appointed as a director of the Company.

 

The consideration paid for this acquisition was based on a valuation done by BDO Israel and was calculated based on two previously filed patent applications, the first of which was filed in July 2021.

 

EZ-G Device Business

 

Zigi Carmel is the registered owner the EZ-G Device. According to research1 conducted across the globe, treatment with low-concentration CBD oils can relieve candida, dryness, scars, and many other female health issues. Numerous studies2 have shown CBD interacts with the endocannabinoid system, a master regulatory system with receptors all around the body. By activating these receptors, CBD can have health benefits that help make sex more approachable and pleasurable by reducing stress, enhancing one’s mood, promoting body comfort, and treating vaginal issues.

 

1.This statement is based on the following articles:

www.ncbi.nlm.nih.gov/pmc/articles/PMC7924206/

www.ncbi.nlm.nih.gov/pmc/articles/PMC8380785/

www.ncbi.nlm.nih.gov/pmc/articles/PMC4851925/

www.supmedi.com/en/blogs/cbd-oil-and-scars/.

 

2 This statement is based on the following articles:

https://www.healthline.com/health/cbd-sex-effectiveness

https://www.mindbodygreen.com/articles/hemp-oil-for-sex

https://www.ncbi.nlm.nih.gov/pmc/articles/PMC7924206/

 

 
 

 

The Company continues to pursue patent application approvals, including the filing of 11 national phase applications in different countries and jurisdictions including Europe, Japan, China and the US. The Company filed “Medical Adult Toy” and “Smart Adult Toy” national phase patent applications in January 2024. We estimate the cost to pursue patent application approvals in all 11 jurisdictions to be $100,000. The patent approval process follows these steps: filing of an application, examination, publication and approval or rejection of the patent application. The timeline for the patent process from filing to approval varies depending on the jurisdiction (Europe 3-5 years, US and Japan 2-3 years, China up to 2 years). The Company’s ‘Go to Market’ strategic plan is based on combined Business to Business (“B2B”) and Business to Consumer (“B2C”) sales.

 

As of the date of this MD&A, the Company has:

 

1. completed the design of the following modules: ergonomic, configuration, concept, industrial design and design for manufacturing;
   
2. in the hardware space, developed the mainboard of the device, side board, sensors for humidity, heat and heartbeat;
   
3. in the engineering space, performed proof of concept and industrial design inputs;
   
4. in the firmware space, developed software design details, system test and configurations;
   
5. in the user experience/user interface (“UX/UI”) space, developed the software and application screens, including the application design and characterization;
   
6. filed various Patent Cooperation Treaty (“PCT”) applications covering mechanical, system logic, and design aspects of the EZ-G Device; and
   
7. filed national patent applications in 11 countries, including the USA and countries in the EU.

 

The Company also developed the following enhancements for the product:

 

● Unique Pump Design - Efficient Resource Monitoring: The EZ-G Device features a miniature pump design with liquid flow capabilities precisely tailored to meet the system’s requirements.
   
● Suction Mechanism - Navigating Legal Constraints: In response to legal restrictions and guidance from the patent office, we have developed a unique vacuum mechanism for the device with a peristaltic pump based on an expired 1911 patent.
   
● Moisture Detection Sensor - Triple Sensor Synergy: Integrating three sensors—motion, liquid amount, and friction detection—was essential for the development of the moisture detection sensor. Their combination allows us to identify friction in relation to the amount of liquid around the product and enhances its functionality.

 

 
 

 

● Pelvic Floor Games- Training for Well-Being: Most women face pelvic floor weakness at some point in their life, causing pain and decrease in libido. We identified existing devices (not combined with vibrators) designed for training and strengthening these muscles, offering a potential solution to enhance users’ quality of life. Creating unique training programs makes strengthening these muscles enjoyable, encouraging users to persist. Additionally, the programs provide feedback on internal muscles, offering a personalized way to track their progress.
   
● Vaginal Pulse Sensor - Innovative Experience Measurement: We recognized that pulse measurement is a valuable way to assess user experience. It also allows us to confirm the fact that the vibrator is inserted into the body. We developed a pulse sensor specifically designed for the vagina - an innovation not previously explored. To validate its effectiveness, we built an experimental model and conducted successful testing with an experimenter. This experiment confirmed the sensor’s suitability for measuring pulse within the vaginal environment, contributing to the product’s ability to gather more information and to assess the user’s experience.
   
● Smart Delivery System Potential: The smart delivery system, initially developed here for intimate use, has the potential to extend into other product fields. We identified possibilities in diverse sectors such as cosmetics and sport therapy devices. These areas will require additional research, but we anticipate substantial opportunities for innovation and marketing in these domains.
   
● Sphere Development - Elevating UX/UI Experience: Recognizing the smart nature of both the EZ-G Device and its accompanying application in development, that in the future will feature machine learning and AI capabilities, we prioritized creating a high-end UX/UI communication experience. The innovative sphere feature serves as a futuristic element, providing infrastructure preparation for artificial intelligence and machine learning, modules for implementation in the device (similar to interfaces like SIRI).

 

It is anticipated that the Company will produce the first full functional prototype of the EZ-G Device in the end of the second quarter of 2024 pending delays due to the war, at a remaining cost of about $250,000. The Company plans to go to market in the third quarter of 2024 and start selling the device worldwide based on patents that have been filed in different countries.

 

In order to go to market, the Company needs to test the protype and commence manufacturing of the EZ-G Device. As the initial version of the product will be therapeutical, no regulatory approvals are required; provided that the CBD products used in the device contain a tetrahydrocannabinol (THC) content of lower than 0.03%, the regulations expert engaged by the Company has advised that there is no need to obtain U.S. Food and Drug Administration (FDA) approval.

 

As of March 31, 2024, and since the completion of the Zigi Carmel acquisition, the Company has invested $1,130,703 in the development of the EZ-G Device, as described above, and $171,291 in patent applications. The Company expects that the investments to be made in the next four months will be increased as the Company gets closer to completion of the final product and launching it in the market.

 

 
 

 

Patent Applications – Provisional and PCT

 

Country   Subject   App. No.   Filed   Publication No.   Pub. Date   Status/Next action
Patent Cooperation Treaty   SMART ADULT TOY   PCT/IL2023/050016   05/01/2023   WO2023131950   13/07/2023  

National Phase due 16.7.2024

Will be filed in Australia

Canada

China

European Patent Office

India

Israel

Japan

New Zealand

Expiration 20 years from the PCT filing date 1.1.2043

                         
Patent Cooperation Treaty   MEDICAL ADULT TOY   PCT/IL2022/050783   20/07/2022   WO 2023/002485   26/01/2023  

National Phase entered

Expiration 20 years from the PCT filing date 20/07/2042

                         
United States of America   FEMALE TREATMENT DEVICE   63/562,761   08/03/2024          

Application filed:

Deadline to file regular applications 8.3.2025

                         
United States of America   MALE TREATMENT DEVICE   63/639,118   26/04/2024          

Application filed:

Deadline to file regular applications 26.4.2025

 

 
 

 

Medical Adult Toy national patent applications:

 

Country   App. No.   Our Ref.   Filed   Publication No.   Pub. Date   Next Renewal   Status/Next action
United States of America   63/223,822   2813834   20/07/2021               Term Ended
                             
Patent Cooperation Treaty   PCT/IL2022/050783   2864079   20/07/2022   WO 2023/002485   26/01/2023       National Phase entered
                             
China    202280050173.7   2994640    20/07/2022               Examination in progress;Office Action due : Jun 23, 2024
                             
Australia   2022314317   2994627   20/07/2022           20/07/2026   Deadline for requesting examination: Jul 20, 2027
                             
Canada   3,221,838   2994630   20/07/2022           20/07/2025   Deadline for requesting examination: Jul 20, 2026
                             
European Patent Office   22845568.9   2994654   20/07/2022   4373454   29/05/2024   [20/07/2042]   Awaiting first Office Action
                             
India   202317083896   2994660   20/07/2022           [20/07/2042]   Awaiting first Office Action
                             
Israel   309183   2994674   20/07/2022           [20/07/2042]   Awaiting first Office Action
                             
Japan   2023-576213   2994680   20/07/2022           [20/07/2042]   Deadline for requesting examination: Jul 20, 2025

 

 
 

 

Country   App. No.   Our Ref.   Filed   Publication No.   Pub. Date   [Expiry Date]   Status/Next action
New Zealand   806417   2994690   20/07/2022           [20/07/2042]   Deadline for requesting examination: Jul 20, 2027
                             
Republic of Korea   10-2023-7045274   2994700   20/07/2022  

10-2024-0035412

 		   15/03/2024   [20/07/2042]   Deadline for requesting examination: Jul 20, 2025
                             
Singapore   11202309414Q   2994714   20/07/2022           [20/07/2042]   Deadline for requesting examination: Jul 20, 2024
                             
United States of America   18/567,766   2994728   20/07/2022           [20/07/2042]   Examination in progress; Office Action due: Jul 23, 2024

 

CRM Software Business

 

The Company’s wholly owned subsidiary–BYND - Beyond Solutions Ltd. (“BYND Israel”), a corporation incorporated under the laws of the State of Israel, develops and markets customer relationship management (CRM) software products that enable small and medium sized enterprises (SMEs) to optimize day to day functions, such as sales management, workforce management, contact center operations and asset management. BYND Israel currently offers a proprietary CRM software product known as “Benefit CRM” (our “Benefit CRM Software”) to its customers. Over the last 3 years, BYND Israel has been developing the next generation of its Benefit CRM Software (our “New CRM Platform”), which is cloud based and includes many new features and enhancements.

 

CRM Cannabis Software Business

 

BYND Israel has also developed a new, CRM software platform, designed specifically to serve the unique needs of the medical cannabis sector (our “New Cannabis CRM Platform”).

 

The development of the New Cannabis CRM Platform was initiated with clear objectives aligned with our organizational priorities, as follows:

 

● Enhance operational efficiency and streamline processes within the cannabis cultivation domain.
● Ensure regulatory compliance and mitigate risks inherent in the industry.
● Improve data-driven decision-making and optimize resource allocation to maximize yield and profitability.

 

The functionalities of the New Cannabis CRM Platform include:

 

● Real-time monitoring of environmental conditions.
● Automated control of irrigation and nutrient delivery systems.
● Tracking of inventory levels and batch traceability.

 

 
 

 

● Generation of customizable reports and analytics powered by BI tools.
● Integration of AI algorithms for predictive analytics and optimization.
● Intuitive user interface design for enhanced usability.
● Seamless integration with IoT sensors and CRM systems.

 

As of the date of this MD&A, the development of the New Cannabis CRM Platform has been completed and we are working to locate potential paying customers for the software in Israel. There is no more investment needed in this CRM Cannabis Software other than an investment in a marketing and sales team is estimated at $150,000. Due to significant negative changes in the medical cannabis market around the world, and particularly in Israel we have doubt regarding the ability to generate revenues from this platform.

 

Medical Cannabis Business

 

On October 1, 2020, BYND Israel executed a share purchase agreement with the shareholders of B.Y.B.Y. Investments and Promotions Ltd. (“BYBY”), a corporation incorporated under the laws of the State of Israel. Pursuant to the agreement, BYND Israel would acquire a 74% ownership interest in BYBY from its shareholders, while the remaining 26% is held by Dalia Bzizinsky, in exchange for 54.58% ownership interest in BYND Israel (“BYBY Acquisition”). BYBY currently has rights, pursuant to an agreement with Dalia Bzizinsky, to an authorization to establish a proliferation farm of the cannabis plant and an authorization for establishing a cultivation farm of the cannabis plant (the “Initial Authorizations”). Both of the Initial Authorizations were issued by the Medical Cannabis Unit at the Ministry of Health of the State of Israel on October 12, 2020 for a term of one year but have been renewed with a current expiry date of November 29, 2024.

 

The Israeli cannabis market has experienced a very significant upheaval in recent years, and most of the negative impact was done to the growing farms considering the opening of cannabis import channels to Israel. As a result, there has been significant consolidation in the growing field and many growing farms and processing plants have closed, including the oldest growers and producers in Israel. At the same time, the retail prices of medical cannabis in Israel have also dropped significantly, all this leads to economic unfeasibility for building a growing farm and investing enormous resources in its ongoing maintenance. Moreover, the ongoing state of war has severely affected the entire agricultural sector in Israel, especially in areas close to the border with Gaza, such as Moshav Kochav Michael, where the company planned to build the farms, it is currently unknown how long this situation will continue and what the long-term damage and implications will be for the sector.

 

BYND Israel’s original goal was to leverage its medical cannabis business to assist in the development of its New Cannabis CRM Platform by using data generated by the operation of the Company’s planned cannabis growing facility, including data relating to the growing, harvesting and selling of medical cannabis. However, the Company’s board of directors took the decision to suspend activities related to construction of the cannabis growing facility. This decision was taken in light of management’s observation of significant negative changes in the medical cannabis market around the world, and particularly in Israel, that have taken place since the time the Company was established, in addition to the lack of funds for the required budget for the construction of the facility, and in light of the ongoing war involving the State of Israel and the proximity of the area designated for cultivation to the border with Gaza.

 

The Company’s board of directors intends to reconsider the suspension in July 2024. If the decision is made to proceed with the construction of the cannabis growing facility, the required permits necessary to begin the construction will need to be obtained once the Initial Authorizations have been formally transferred from Dalia Bzizinsky to BYBY. This transfer must be approved by the Israeli Ministry of Health Medical Cannabis Unit which will occur following approval of the Ministry of Agriculture to a change in land designation. BYBY estimates it will cost approximately $100,000 to complete the permitting process, which costs would be funded from general working capital.

 

 
 

 

Currently, the Company is actively searching for opportunities outside of Israel in the CBD and medical cannabis space for collaborations or acquisitions.

 

The above section is supported by the following articles:

 

https://www.jpost.com/business-and-innovation/all-news/article-726866

 

https://m.calcalist.co.il/Article.aspx?guid=ryksx0089t

 

https://www.homee.co.il/%D7%AA%D7%A2%D7%A1%D7%95%D7%A7%D7%94-

%D7%95%D7%99%D7%96%D7%9E%D7%95%D7%AA/%D7%A9%D7%95%D7%A7-

%D7%91%D7%A7%D7%A0%D7%90%D7%91%D7%99%D7%A1-

%D7%91%D7%99%D7%A9%D7%A8%D7%90%D7%9C

 

https://mobile.mako.co.il/cannabis-news/Article-e59ce91a9558881026.htm

 

https://www.globes.co.il/news/article.aspx?did=1001457048

 

https://www.globes.co.il/news/article.aspx?did=1001445389

 

https://m.calcalist.co.il/Article.aspx?guid=syetmqbf2

 

https://www.xn—4dbcyzi5a.com/5-%D7%A1%D7%99%D7%91%D7%95%D7%AA-

%D7%9E%D7%93%D7%95%D7%A2-%D7%97%D7%91%D7%A8%D7%95%D7%AA-

%D7%94%D7%A7%D7%A0%D7%90%D7%91%D7%99%D7%A1-

%D7%91%D7%99%D7%A9%D7%A8%D7%90%D7%9C-%D7%9C%D7%90-

%D7%9E%D7%A6%D7%9C/

 

https://www.xn—4dbcyzi5a.com/%D7%90%D7%97%D7%A8%D7%99-

%D7%A9%D7%94%D7%A4%D7%A1%D7%99%D7%93%D7%94-

%D7%9E%D7%90%D7%95%D7%AA

-%D7%9E%D7%99%D7%9C%D7%99%D7%95%D7%A0%D7%99-

%D7%A9%D7%A7%D7%9C%D7%99%D7%9D-

%D7%97%D7%91%D7%A8%D7%AA-imc/

 

https://www.קנאביס.com/אחרי-14-שנים-בתחום-בול-פארמה-הודיעה-על-חד/

 

Female Technology (FemTech) - New Business

 

As part of the Company’s new strategy, and following the development of the EZ-G Device, aimed at the technology field of the female wellness world, the Company intends to work to further pursue business opportunities in the world of FemTech, which is estimated at tens of billions of dollars a year3.

 

To this end, the Company intends to focus in the coming years on the development of additional products for the female wellness world, both at the level of technology and at the level of materials, some of which we expect will be CBD-based.

 

3This statement is based on the following articles:

 

https://en.wikipedia.org/wiki/Femtech

 

https://finance.yahoo.com/news/global-femtech-market-size-estimated-

152000742.html?guccounter=1&guce_referrer=aHR0cHM6Ly93d3cuZ29vZ2xlLmNvbS8&guce

_referrer_sig=AQAAADxu1hPZubc8wPMpkhk3CuMheA6quYhXQcUbsUG0MZH0gz1TGIKs

Osyex9GtqEWHcy430Cf9lyBhKNOgnHW8YW-eTbo3xQ5bqlhdr4YsFWf2pHC5xd14

-RfauhVe4yQfGU1kqNEkA1jcOSO4JEpJj_H3eE0QBxNn6lOZAQyF5XmV

 

 
 

 

SELECTED FINANCIAL INFORMATION

 

The following table sets forth selected financial information of the Company for the three-month period ended March 31, 2024 and 2023 and for the year ended December 31, 2023. The selected financial information set out below has been derived from the Company’s consolidated unaudited interim financial statements and accompanying notes and its consolidated audited financial statements and accompanying notes, for the corresponding periods. The selected financial information set out below may not be indicative of the Company’s future performance.

 

Item 

Three Month Period Ended March 31, 2024

(CAD$)

   Three Month Period Ended March 31, 2023 (CAD$)  

Year Ended

December 31, 2023 (CAD$)

 
Revenues   308,968    420,635    1,078,861 
Loss for the year   (30,617,317)*   (740,433)   (18,495,121)**
Loss Per Share – basic and diluted   (67.59)   (3.71)   (0.48)
Total Assets   42,936,744    48,916,130    36,801,368 
Non-Current Liabilities   37,508,424    158,157    1,088,106 
Total Liabilities   38,383,107    355,928    1,975,143 
Working Capital   8,591,925    2,219,456    2,441,703 
Shareholders’ Equity   4,553,637    48,560,202    34,826,225 
Number of Common Shares Outstanding at period end (Post reverse split)   3,245,069    199,435    223,964 

 

* Includes change in fair value of derivative warrants liabilities in the amount of $28,977,934.

 

**Includes impairments of intangible assets and asset under construction in the amount of $13,142,481.

 

The Company presently does not pay and does not anticipate paying any dividends on its Common Shares, as all available funds will be used to develop the Company’s business for the foreseeable future. See “Results of Operations and Overall Performance” below for a discussion of factors which have contributed to period-to-period variations.

 

From 2021 to 2023, the Company maintained steady levels of revenues from its CRM business.

 

During the fiscal year ended December 31, 2023, the Company continued to invest in the cannabis CRM software, in the total amount of $366,325.

 

On September 22, 2022, the Company completed its acquisition of Zigi Carmel which resulted in an increase to the Company’s intangible assets of $42,961,382.

 

 
 

 

The Financial Statements have been prepared in accordance with IFRS. The MD&A should be read in conjunction with the Financial Statements.

 

The Financial Statements are presented in Canadian dollars. The functional currency of the Company is the New Israeli Shekel (“NIS”). NIS represents the main economic environment in which the Company operates.

 

RESULTS OF OPERATIONS AND OVERALL PERFORMANCE

 

  A. OVERALL PERFORMANCE

 

  ● Revenues during the period were $308,968 as compared to $420,635 for the same period in 2023. This decrease is mainly a result of decreased revenues from software licenses in the amount of $165,381 partially offset by increased revenues from software development in the amount of $54,604.
     
  ● For the three-month period ended March 31, 2024, the Company’s gross margin was 21%, as compared to 75% for the same period in 2023.
     
  ● As at March 31, 2024, the Company had a cash balance of $9,172,068 (December 31, 2023: $3,113,934).
     
  ● The Company experienced negative cash flows from operating activities during the three-month period ended March 31, 2024 in the amount of $1,479,807, primarily due to its net loss of $30,617,317, partially offset by a $28,977,934 change in fair value of derivative warrants liabilities. Cash outlays included general business and administrative expenses, consulting fees, business and product development, and professional fees.
     
  ● The Company decided to record an impairment loss for the year ended December 31, 2023, in the amount of $13,142,481 which includes full impairment of our investment in the planned cannabis growing facility and the intangible assets that are our Initial Authorizations and our New Cannabis CRM Platform as well as partial impairment of our EZ-G Device patent applications.

 

  B. OPERATING RESULTS

 

For the three-month period ended March 31, 2024 the Company recorded a net loss of $30,617,317, compared to a net loss of $740,433 in the same period in 2023, and had a cash balance as at December 31, 2024 of $9,172,068 (December 31, 2023 - $3,113,934).

 

 
 

 

The following provides an overview of the Company’s financial results for the three-month period ended March 31, 2024 and 2023:

 

Revenue

 

The Company has derived its revenue from the sources as summarized in the following:

 

   March 31, 2024   March 31, 2023 
Software development  $245,306   $190,702 
Software license   37,806    203,187 
Software supports   12,639    14,109 
Cloud hosting   10,755    11,010 
Others   2,462    1,627 
   $308,968   $420,635 

 

  ● Revenues during the period were $308,968 as compared to $420,635 for the same period in 2023. This decrease is mainly a result of decreased revenues from software licenses in the amount of $165,381 partially offset by increased revenues from software development in the amount of $54,604.
     
  ● Approximately 66% of our sales during the period and 91% of our sales for the same period in 2023 were to our largest customer and as a result, we are highly dependent on this customer to continue our operating activities.
     
  ● Development of the Company’s New CRM Platform is now complete and we began to generate revenues from it in 2023.
     
  ● Development of the Company’ New Cannabis CRM Platform is now complete and is currently being tested at the Weizmann Institute of Science, however, we do not expect to generate revenues from the platform in the foreseeable future.
     
  ● The Company’s proposed development of a medical cannabis facility is on hold and we do not expect to generate revenues from the sale of cannabis or cannabis infused products from the cannabis facility in the near future; however there is a possibility we will generate revenues from the sale of cannabis using our contactless business license if we choose to re-apply for it in the third quarter of 2024.

 

Cost of Revenue

 

  ● Cost of revenues for the period amounted to $243,018 as compared to $103,692 for the same period in 2023. This increase is mainly a result of a $103,944 increase in salaries and benefits and a $35,823 increase in subcontractors’ expenses.
     
  ● For the three-month period ended March 31, 2024, the Company’s gross margin was 21%, as compared to 75% for the same period in 2023.

 

General and Administrative Expenses, Depreciation, Consulting and Marketing, Share-based compensation, Research and Development and Professional Fees

 

  ● For the three-month period ended March 31, 2024, general and administrative expenses decreased to $254,471 from $282,839 for the same period in 2023. The decrease was mainly due to a $21,800 decrease in D&O insurance.

 

 
 

 

  ● Professional fees decreased to $632,078 from $676,867 for the same period in 2023, mainly due to a decrease in fees in the area of financial advisory, M&A and corporate finance.
     
  ● Consulting and marketing expenses increased to $22,884 from $Nil for the same period in 2023 due to investment in branding of the EZ-G device.
     
  ● Depreciation and amortization expenses decreased to $2,227 from $3,032 for the same period in 2023.
     
  ● Share-based compensation expenses increased to $363,437 from $2,566 for the same period in 2023 due to higher amounts of stock options and RSUs granted to officers and directors of the Company as well as consultants of the Company.
     
  ● Research and development expenses increased to $441,401 from $Nil for the same period in 2023 due to development of the EZ-G Device.

 

Other Income (Loss) items

 

  ● Foreign exchange gain was $5,095 compared to a loss of $53,778 for the same period in 2023.
     
  ● Finance income (expenses) were $13,743 income compared with $5,381 expenses for the same period in 2023, mainly due interest income from term deposits.
     
  ● Change in fair value of derivative warrants liabilities were $28,977,934 compared to $Nil for the same period in 2023 due to issuance of warrants on December 2023 and March 2024.

 

C. SUMMARY OF QUARTERLY RESULTS

 

Three months ended  Revenues   Net Loss   Loss Per
Share – basic
and diluted		 
March 31, 2024   308,968    (30,617,317)*   (67.59)
December 31, 2023   205,121    (15,167,579)**   (0.39)
September 30, 2023   202,058    (1,439,785)   (0.04)
June 30, 2023   251,047    (1,147,324)   (0.03)
March 31, 2023   420,635    (740,433)   (0.02)
December 31, 2022   232,186    (700,222)   (0.01)
September 30, 2022   227,954    (325,793)   (0.01)
June 30, 2022   207,653    (473,386)   (0.02)

 

*Includes change in fair value of derivative warrants liabilities in the amount of $28,977,934.

 

**Includes impairments of intangible assets and asset under construction in the amount of $13,142,481.

 

 
 

 

For the last eight quarters, the Company has maintained steady levels of revenues from its CRM business with a pattern of higher revenues in the first quarter of each fiscal year due to higher software licenses paid at that time.

 

Losses increased starting in the second quarter of 2022 primarily due to higher general and administrative expenses as well as increasing professional fees incurred due to the Company’s NASDAQ listing. These expenses are mainly for investor relations and public relations expenses as well as digital marketing, professional fees for financial advisory, M&A and corporate finance, legal fees and accounting fees.

 

Loss for the fourth quarter of 2023 was significantly higher due to an impairment loss of $13,142,481, which includes full impairment of our investment in the planned cannabis growing facility and the intangible assets in our Initial Authorizations and our New Cannabis CRM Platform as well as partial impairment of our EZ-G Device patent applications.

 

Loss for the first quarter of 2024 was significantly higher due to a change in fair value of derivative warrants liabilities in the amount of $28,977,934.

 

The Financial Statements have been prepared in accordance with IFRS. The MD&A should be read in conjunction with the Financial Statements.

 

The financial statements are presented in Canadian dollars. The functional currency of the Company is the NIS. NIS represents the main economic environment in which the Company operates.

 

  D. LIQUIDITY AND CAPITAL RESOURCES

 

As at December 31, 2023, the Company had a cash balance of $9,172,068 (December 31, 2023: $3,113,934).

 

Item  Three Month Period Ended March 31, 2024 (CAD$)   Three Month Period Ended March 31, 2023 (CAD$) 
Cash used in operating activities   (1,479,807)   (609,557)
Cash used in investing activities   -    (108,294)
Cash provided by (used in) financing activities   7,438,925    (11,709)
Net increase (decrease) in cash   5,959,118    (729,560)

 

 
 

 

  ● The Company experienced negative cash flows from operating activities during the three-month period ended March 31, 2024 in the amount of $1,479,807, primarily due to its net loss of $30,617,317, partially offset by a $28,977,934 change in fair value of derivative warrants liabilities. Cash outlays included general business and administrative expenses, consulting fees, business and product development, and professional fees.
     
  ● The Company believes that it will be able to generate sufficient cash flows to maintain its current capacity.
     
  ● On January 13, 2022, the Company completed a non-brokered private placement financing wherein it raised $122,950 through the issuance of 40,983 Common Shares (216 Common Shares post reverse split) at a price of $3.00 per share.
     
  ● On May 3, 2022, 150,000 stock options (790 stock options post reverse split) were exercised into Common Shares for total proceeds of $123,000.
     
  ● On September 20, 2022, 140,000 stock options (737 stock options post reverse split) were exercised into Common Shares for total proceeds of $114,800.
     
  ● On October 5, 2022, the Company completed a non-brokered private placement financing wherein it raised $616,570 through the issuance of 142,395 Common Shares (749 Common Shares post reverse split) at a price of $4.33 per share.
     
  ● On July 19, 2023, the Company issued 1,733,334 Common Shares (9,123 Common Shares post reverse split) at a price of US$1.50 per share following the closing of an underwritten U.S. public offering with gross proceeds to the Company of $3,424,201, before deducting underwriting discounts and other estimated expenses paid by the Company in the amount of $405,636, for net proceeds of $3,018,565.
     
  ●

On December 21, 2023, the Company issued 2,884,616 Common Shares (15,182 Common Shares post reverse split) at a price of US$0.52 per share following the closing of a registered direct public offering with gross proceeds to the Company of $1,996,650, before deducting underwriting discounts and other estimated expenses paid by the Company in the amount of $319,464, for net proceeds of $1,677,186.

 

The offering was for the sale of 2,884,616 units (15,182 units post reverse split), each consisting of one Common Share and one warrant to purchase one Common Share at an exercise price of US$0.52.

 

The Company has financial liabilities with the following maturities as at March 31, 2024:

 

Contractual cash flows
   Up to 1 year   1 to 2 years   2 to 3 years   3 to 4 years   5 year and over   Total 
Trade payables  $362,670   $-   $-   $

-

   $-   $362,670 
Long term loan and unpaid interest   47,509    26,834    -    -    

-

    74,343 
   $410,179   $26,834   $

-

   $

-

   $

-

   $437,013 

 

 
 

 

On March 14, 2024, the Company announced the closing of a firm commitment underwritten U.S. public offering with gross proceeds to the Company of approximately US$7,000,000, before deducting underwriting discounts and other estimated expenses payable by the Company. The base offering consisted of 116,666,667 units (614,109 units post reverse split), each consisting of one Common Share and three Common Share purchase warrants, at a price to the public of US$0.06 per unit. The Company intends to use the net proceeds from this offering primarily for product design and manufacturing of the EZ-G Device, sales and marketing campaigns, patent prosecution and working capital.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

The Company has no undisclosed off-balance sheet arrangements that have or are reasonably likely to have, a current or future effect on its financial performance, financial condition, revenues or expenses, liquidity, capital expenditures or capital resources that is material to investors.

 

OUTSTANDING SHARE CAPITAL

 

Common Shares    
     
Issued & Outstanding as at March 31, 2024   3,245,069 
Issued on April 5, 2024 (RSUs)   95 
Issued on April 8, 2024 (RSUs)   1,180,000 
Issued on April 9, 2024 (RSUs)   100,000 
Issued following exercise of Series A Warrants   4,533,482 
Issued following exercise of Series B Warrants   33,800 
Total Issued & Outstanding as at May 15, 2024   9,092,446 

 

Convertible Securities  Exercise Price   Expiry Date    
Stock Options  $155.8   March 29, 2026   789 
Stock Options   US$135.9   January 16, 2029   3,421 
RSUs   -       2,860 
December 2023 Warrants   US$1.36   December 21, 2028   1,099,466 
Series A Warrants   US$1.36   September 14, 2026   125,235 
Series B Warrants   US$1.36   March 14, 2029   20,027,770 
Fully Diluted Share Capital           30,351,987 

 

 
 

 

TRANSACTIONS WITH RELATED PARTIES

 

During the three-month period ended March 31, 2024, the Company paid management, consulting and director fees in the aggregate amount of $407,704 to its President (Mr. Maram), CEO (Mr. Ben Yaackov), CFO (Mr. Kabazo), CTO (Mr. Tal) and two directors (Mr. Wolkin and Mrs. Szabo). During the same period in 2023 the Company paid $166,748 to its President (Mr. Maram), CEO (Mr. Ben Yaackov), CFO (Mr. Kabazo), CTO (Mr. Tal) and two directors (Mr. Wolkin and Mrs. Szabo).

 

As at March 31, 2024, $873 was owed from a shareholder of the Company (Miss Dalia Bzizinsky) (December 31, 2023– $843).

 

As at March 31, 2024, $364,843 was owed to directors of the Company for management, consulting and director fees (Mr. Ben Yaackov, Mr. Kabazo, Mr. Wolkin, Mr. Tal and Mrs. Szabo) (December 31, 2023– $450,048).

 

On January 10, 2024, the Company granted 2,158 RSUs to five directors of the Company (Mr. Kabazo, Mr. Wolkin, Mr. Shirazi, Mr. Ben Yaackov and Mrs. Szabo), the RSUs will vest over 4 months.

 

On April 8, 2024, the Company granted RSUs to the following Directors:

 

Mr. Ben Yaackov – 200,000 RSUs

Mr. Kabazo – 200,000 RSUs

Mr. Wolkin – 150,000 RSUs

Mr. Shirazi – 15,000 RSUs

Mr. Tal – 190,000 RSUs

Mrs Szabo – 100,000 RSUs

Miss Bzizinsky – 15,000 RSUs

Mr. Maram – 20,000 RSUs

Mr. Zigdon – 190,000 RSUs

 

On January 10, 2024, the Company cancelled 565,000 stock options (2,974 stock options post reverse split) that were previously granted to 4 directors (Mr. Wolkin, Mr. Kabazo, Mr. Shirazi and Mrs. Szabo) of the Company.

 

All the above transactions were measured at fair value. Compensation to officers and directors of the Company is determined by the Company’s governance, nominating and compensation committee and is effective until the next compensation meeting, usually on April of each year.

 

 
 

 

PROPOSED TRANSACTIONS

 

As of the date of this MD&A, neither the Company’s board of directors nor its senior management have decided to proceed with any proposed asset or business acquisition or disposition.

 

CHANGES IN OR ADOPTION OF ACCOUNTING POLICIES

 

Accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the Company’s financial statements.

 

FINANCIAL INSTRUMENTS

 

The Company’s financial instruments include cash, amounts receivable, accounts payable, and accrued liabilities. The estimated fair value of these financial instruments approximates their carrying values because of the short term to maturity of these instruments.

 

As at March 31, 2024 the Company had $9,466,608 in current assets and $874,683 in current liabilities resulting in a working capital of $8,591,925.

 

RISK MANAGEMENT

 

The Company is exposed in varying degrees to a variety of risks. The Company’s directors approve and monitor the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:

 

Credit Risk

 

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company’s exposure to credit risk is the carrying value of cash and amounts receivable.

 

For amounts due from customers, the Company performs ongoing credit evaluations of its customers, and monitors the receivable balance and the payments made in order to determine if an allowance for estimated credit losses is required. When determining the allowance for estimated credit losses the Company will consider historical experience with the customer, current market and industry conditions and any specific collection issues.

 

Interest Rate Risk

 

Interest Rate risk is the risk that the fair value of a financial instrument will fluctuate because of changes in market interest rates. Loans payable include variable interest rates; however, the Company does not believe it is exposed to material interest rate risk.

 

Foreign Exchange Rate Risk

 

The Company is exposed to foreign exchange rate risks as the Company has a surplus of financial assets over financial liabilities denominated in USD as of March 31, 2024, consisting of cash in the sum of $9,015,009. As of March 31, 2024, a 5% depreciation or appreciation of the U.S. dollar against the NIS would have resulted in an approximate $450,750 decrease or increase, respectively, in total pre-tax profit.

 

 
 

 

Liquidity Risk

 

Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet commitments associated with financial instruments. The total amount of the Company’s financial liabilities according to the contractual conditions in non-capitalized amounts (including interest payments) as at March 31, 2024 for the next 5 years and over is $437,013. To secure the additional capital necessary to pursue its plans, the Company may have to raise additional funds through equity or debt financing.

 

Limited Financial Resources Risk

 

The Company’s board of directors has currently suspended plans to develop its planned cannabis growing facility. The Company has limited financial resources and operating revenues and its ability to move forward with plans to develop the cannabis growing facility, if the Company’s board of directors takes such decision, are dependent upon management’s success in raising additional capital. Failure to obtain additional financing could result in the further delay or indefinite postponement of the development of its planned cannabis growing facility and the Company would likely be unable to carry out its stated business objectives involving the cannabis facility.

 

While the Company has been successful until now in obtaining financing from the capital markets, there can be no assurance that the capital markets will remain favorable in the future, and/or that the Company will be able to raise the financing needed to pursue its business objectives on favorable terms, or at all. Restrictions on the Company’s ability to finance could have a materially adverse outcome on the Company and its securities, and its ability to continue as a going concern.

 

Market Risk

 

The Company’s common shares trade on the NASDAQ and the trading value thereof is determined by the evaluations, perceptions and sentiments of both individual investors and the investment community taken as a whole. Such evaluations, perceptions and sentiments are subject to change, both in short-term time horizons and longer-term time horizons. An adverse change in investor evaluations, perceptions and sentiments could have a material adverse outcome on the Company and its securities.

 

Business Risks relating to our CRM Business and Cannabis Software

 

The Company is exposed to various risks relating to its CRM software business, as follows:

 

● Defects or disruptions in our cloud-based New CRM Platform and New Cannabis CRM Platform services could diminish demand for our services and subject us to substantial liability.
   
● Interruptions or delays in service from our third-party data center hosting facilities could impair the delivery of our service and harm our business.
   
● If we experience significant fluctuations in our rate of anticipated growth and fail to balance our expenses with our revenue forecasts, our results could be harmed.
   
● We may in the future be sued by third parties for alleged infringement of their proprietary rights.
   
● We will rely on third-party computer hardware and software that may be difficult to replace or which could cause errors or failures of our service.
   
● The market for our technology delivery model and enterprise cloud computing application services is immature and volatile, and if it develops more slowly than we expect, our business could be harmed.

 

 
 

 

● We are currently dependent on one of our clients for the majority of current revenues and any changes to that relationship could have a significant impact on future revenues.
   
● In the past two years, there has been a significant change in the field of global medical cannabis, particularly in the State of Israel. Burdensome regulation, blocking of exports and approval of imports has caused a significant drop in prices and aggressive consolidation in the growers’ market to the point of closing most of the growing farms in Israel, as a result, we expect difficulty in marketing cannabis software and a decrease in expected revenues from this field.

 

Business Risks relating to our proposed Cannabis Business

 

The Company has suspended its activity regarding the construction of a medical cannabis farm. See “Medical Cannabis Business”. If the Company decides to renew this project, the following risk factors will have to be taken under consideration:

 

● The Company does not yet have sufficient financial resources to complete construction of the medical cannabis facility and there is no guarantee that we will be able to raise the necessary capital, either through debt or equity financing, or in either case, on favorable terms.
   
● Our cannabis facility business will be dependent on our obtaining certain licences and certain GSP and GAP good practice certifications, which if not maintained in good standing, may prevent us from being able to carry on or expand our operations.
   
● We will face risks inherent in an agricultural business, and an inability to grow crops successfully will interrupt our business activities.
   
● We will be relying on one key production facility, and disruption of operations at this facility could significantly interfere with our ability to continue our product testing, development and production activities.
   
● We will rely on key components of our production and distribution process, such as energy and third-party producers and distributors, and a disruption in the availability of those key components, or in increase in their cost, could adversely impact our business.
   
● Manufacturing difficulties, disruptions or delays could limit supply of our products and limit our product sales. Producing cannabis products is difficult, complex and highly regulated.
   
● We are subject to environmental, health and safety regulations and risks, which may subject us to liability under environmental laws.
   
● We are dependent on the success of our quality control systems, which may fail and cause a disruption of our business and operations.
   
● The success of our branded cannabis products business will depend on the success of the cannabis product candidates we develop. To date, we have not developed any cannabis products, and we do not expect to generate revenue from any cannabis products that we develop in the near future.
   
● Unfavorable publicity or unfavorable consumer perception of us or cannabis generally may constrain our sales and revenue.

 

 
 

 

Business Risks relating to our EZ-G Device

 

● We have never generated any revenue from product sales and this part of our business may never be profitable.
   
● Our EZ-G device may contain errors or defects, which could result in damage to our reputation, lost revenues, diverted development resources and increased service costs, warranty claims and litigation.
   
● The complex nature of the EZ-G device increases the likelihood that our products will contain defects.
   
● Our EZ-G device contains potentially controlled substances, the use of which may generate public controversy.
   
● We require large financial investments to complete product development and market introduction, including marketing and sales budgets.

 

General Business Risks

 

● We face the risk of exposure to product liability claims, regulatory action and litigation if our products cause loss or injury.
   
● We may not be able to obtain insurance coverage for all of the risks we face, exposing us to potential uninsured liabilities.
   
● If any of the products that we produce or intend to produce are recalled due to an alleged product defect or for any other reason, we could be required to incur the unexpected expense of the recall and any legal proceedings that might arise in connection with the recall.

 

Conditions in Israel, including the recent attack by Hamas and other terrorist organizations from the Gaza Strip and Israel’s war against them, may adversely affect our operations and limit our ability to manage and market our products, which would lead to a decrease in revenues.

 

Because most of our operations are conducted in Israel and most of the members of our board of directors, management, as well as a majority of our employees and consultants, including employees of our service providers, are located in Israel, our business and operations are directly affected by economic, political, geopolitical and military conditions affecting Israel. Since the establishment of the State of Israel in 1948, a number of armed conflicts have occurred between Israel and its neighboring countries and other hostile non-state actors. These conflicts have involved missile strikes, hostile infiltrations and terrorism against civilian targets in various parts of Israel, which have negatively affected business conditions in Israel.

 

On October 7, 2023, Hamas militants and members of other terrorist organizations infiltrated Israel’s southern border from the Gaza Strip and conducted a series of terror attacks on civilian and military targets. Thereafter, these terrorists launched extensive rocket attacks on Israeli population and industrial centers located along the Israeli border with the Gaza Strip. As of the date of this MD&A, such attacks collectively resulted in over 1,200 deaths and over 2,600 injured people, in addition to the kidnapping of 134 civilians, including women and children. Shortly following the attack, Israel’s security cabinet declared war against Hamas.

 

 
 

 

The intensity and duration of Israel’s current war against Hamas is difficult to predict, and as are such war’s economic implications on the Company’s business and operations and on Israel’s economy in general. On October 9, 2023, the Central Bank of Israel announced its intent to sell up to $30 billion USD in order to protect the New Israeli Shekel (“NIS”) from collapse, however despite the foregoing announcement the NIS weakened to approximately 3.92 NIS for one US dollar as of the same day. In addition, on October 9, 2023, the Tel Aviv-35 stock index of blue-chip companies dropped by 6.4% whereas the benchmark TA-125 index fell by 6.2%. These events may imply wider macroeconomic indications of a deterioration of Israel’s economic standing, which may have a material adverse effect on the Company and its ability to effectively conduct is business, operations and affairs.

 

It is possible that other terrorist organizations will join the hostilities as well, including Hezbollah in Lebanon, and Palestinian military organizations in the West Bank. Our facilities are not only within the range of rockets from the Gaza Strip, but also within the range of rockets that can be fired from Lebanon, Syria or elsewhere in the Middle East. In the event that our facilities are damaged as a result of hostile action or hostilities otherwise disrupt the ongoing operation of our facilities, our ability to deliver products to customers in a timely manner to meet our contractual obligations with customers and vendors could be materially and adversely affected.

 

Our commercial insurance does not cover losses that may occur as a result of events associated with war and terrorism. Although the Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that this government coverage will be maintained or that it will sufficiently cover our potential damages. Any losses or damages incurred by us could have a material adverse effect on our business.

 

As a result of the Israeli security cabinet’s decision to declare war against Hamas, several hundred thousand Israeli reservists were drafted to perform immediate military service. Certain of our employees and consultants in Israel, in addition to employees of our service providers located in Israel, have been called for service in the current war with Hamas as of the date of this MD&A, and such persons may be absent for an extended period of time. As a result, our operations may be disrupted by such absences, which may materially and adversely affect our business and results of our operations. Additionally, the absence of employees of our Israeli suppliers and contract manufacturers due to their military service in the current war or future wars or other armed conflicts may disrupt their operations, in which event our ability to deliver products to customers may be materially and adversely affected.

 

In addition, popular uprisings in various countries in the Middle East and North Africa have affected the political stability of those countries. Such instability may lead to a deterioration in the political and trade relationships that exist between the State of Israel and these countries. Moreover, some countries around the world restrict doing business with Israel and Israeli companies, and additional countries may impose restrictions on doing business with Israel and Israeli companies if hostilities in Israel or political instability in the region continues or increases. These restrictions may limit materially our ability to obtain raw materials from these countries or sell our products to companies and customers in these countries. In addition, there have been increased efforts by activists to cause companies and consumers to boycott Israeli goods. Such efforts, particularly if they become more widespread, may materially and adversely impact our ability to sell our products outside of Israel.

 

Prior to the Hamas attack in October 2023, the Israeli government pursued extensive changes to Israel’s judicial system, which sparked extensive political debate and unrest. In response to such initiative, many individuals, organizations and institutions, both within and outside of Israel, have voiced concerns that the proposed changes may negatively impact the business environment in Israel including due to reluctance of foreign investors to invest or transact business in Israel as well as to increased currency fluctuations, downgrades in credit rating, increased interest rates, increased volatility in security markets, and other changes in macroeconomic conditions. The risk of such negative developments has increased in light of the recent Hamas attacks and the war against Hamas declared by Israel. To the extent that any of these negative developments do occur, they may have an adverse effect on our business, our results of operations and our ability to raise additional funds, if deemed necessary by our management and board of directors.

 

 
 

 

The company wishes to clarify that as of October 2023, due to the continuing war status that broke out in the Gaza Strip and the difficult security situation in northern Israel, the timetables of the Company’s various projects have been significantly delayed, due to reserve recruitment of employees, consultants and key employees of service providers, various shutdowns in the Israeli economy, a significant delay in shipments from Israel abroad and from abroad to Israel, the cessation of activity of various government institutions for many months. It was also decided to suspend the construction of the planned medical cannabis farm due, in part, to the proximity of the area designated for cultivation to the Gaza Strip.

 

The company does not know how long the delays will occur and whether it will be possible to return to full regular activity, and therefore, there has been a delay in the timetables for the development and production of the EZ-G Device and it is not possible to estimate the exact time when it will be possible to return to full activity.

 

The Company cautiously assesses that if there is no further deterioration in security, it will be possible to return to full operations and launch the product in the third quarter of 2024.

 

In light of all of the above, there will be a significant delay in generating cash flow and income from the Company’s operations in 2024.

 

OTHER MATTERS

 

Legal Proceedings

 

There are no ongoing legal proceedings of any kind initiated by the Company or by third parties against the Company.

 

Contingent Liabilities

 

At the date of this MD&A, management was unaware of any outstanding contingent liability relating to the Company’s activities.

 

Disclosure Controls and Procedures

 

The Company’s directors and officers are responsible for designing internal controls over financial reporting in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with IFRS. The design of the Company’s internal control over financial reporting was assessed as of the date of this MD&A.

 

Based on this assessment, it was determined that certain weaknesses existed in internal controls over financial reporting. As indicative of many small companies, the lack of segregation of duties and effective risk assessment were identified as areas where weaknesses existed. The existence of these weaknesses is to be compensated for by senior management monitoring, which exists. The officers will continue to monitor very closely all financial activities of the Company and increase the level of supervision in key areas. It is important to note that this issue would also require the Company to hire additional staff in order to provide greater segregation of duties. Since the increased costs of such hiring could threaten the Company’s financial viability, management has chosen to disclose the potential risk in its filings and proceed with increased staffing only when the budgets and work load will enable the action.

 

 
 

 

The Company has attempted to mitigate these weaknesses, through a combination of extensive and detailed review by the Company’s directors and officers, of the financial reports, the integrity and reputation of accounting personnel, and candid discussion of those risks.

 

DISCLAIMER

 

The information provided in this document is not intended to be a comprehensive review of all matters concerning the Company. The users of this information, including but not limited to investors and prospective investors, should read it in conjunction with all other disclosure documents provided by the Company from time to time.

 

No securities commission or regulatory authority has reviewed the accuracy or adequacy of the information presented herein.

 

APPROVAL

 

The Company’s board of directors oversees management’s responsibility for financial reporting and internal control systems through the Company’s audit committee. This committee meets periodically with management and annually with the independent auditors to review the scope and results of the annual audit and to review the financial statements and related financial reporting and internal control matters before the financial statements are approved by the board of directors and submitted to the shareholders of the Company. The Board of Directors of the Company has approved the Financial Statements and the disclosure contained in this MD&A.

 

 

 

 

Exhibit 99.3

 

Form 52-109F2

Certification of Interim Filings

Full Certificate

 

I, Yftah Ben Yaackov, Chief Executive Officer of BYND Cannasoft Enterprises Inc., certify the following:

 

1.Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of BYND Cannasoft Enterprises Inc. (the “issuer”) for the interim period ended March 31, 2024.

 

2.No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4.Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

(a)designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

(i)material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

(ii)information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b)designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (2013) published by the Committee of Sponsoring Organization of the Treadway Commission (“COSO”).
  
5.2ICFR – material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the end of the interim period

 

(a)a description of the material weakness;

 

(b)the impact of the material weakness on the issuer’s financial reporting and its ICFR; and

 

(c)the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness.

 

5.3Limitation on scope of design: N/A

 

6.Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2024 and ended on March 31, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: May 15, 2024

 

“Yftah Ben Yaackov”  
Yftah Ben Yaackov  
Chief Executive Officer  

 

 

 

 

Exhibit 99.4

 

Form 52-109F2

Certification of Interim Filings

Full Certificate

 

I, Gabi Kabazo, Chief Financial Officer of BYND Cannasoft Enterprises Inc., certify the following:

 

1.Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of BYND Cannasoft Enterprises Inc. (the “issuer”) for the interim period ended March 31, 2024.

 

2.No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4.Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

(a)designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

(i)material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

(ii)information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b)designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

  

5.1Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (2013) published by the Committee of Sponsoring Organization of the Treadway Commission (“COSO”).
  
5.2ICFR – material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the end of the interim period

 

(a)a description of the material weakness;

 

(b)the impact of the material weakness on the issuer’s financial reporting and its ICFR; and

 

(c)the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness.

 

5.3Limitation on scope of design: N/A

 

6.Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2024 and ended on March 31, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: May 15, 2024

 

“Gabi Kabazo”  
Gabi Kabazo  
Chief Financial Officer  

 

 

v3.24.1.1.u2
Cover
 3 Months Ended
Mar. 31, 2024
Cover [Abstract]  
Document Type 6-K
Amendment Flag false
Document Period End Date Mar. 31, 2024
Document Fiscal Period Focus Q1
Document Fiscal Year Focus 2024
Current Fiscal Year End Date --12-31
Entity File Number 001-41408
Entity Registrant Name BYND CANNASOFT ENTERPRISES INC.
Entity Central Index Key 0001888151
Entity Address, Address Line One 7000 Akko Road
Entity Address, City or Town Kiryat Motzkin
Entity Address, Country IL
v3.24.1.1.u2
Consolidated Interim Statements of the Financial Position (Unaudited) - CAD ($)
Mar. 31, 2024
Dec. 31, 2023
Assets    
Cash $ 9,172,068 $ 3,113,934
Accounts receivable 203,886 189,434
Prepaid expenses 90,654 25,372
Total Current Assets 9,466,608 3,328,740
Intangible assets 33,463,103 33,463,103
Property and equipment 7,033 9,525
Total Assets 42,936,744 36,801,368
Liabilities    
Trade payables and accrued liabilities 362,670 258,515
Related Parties 364,843 450,048
Deferred revenue 99,661 131,794
Long term loan – current portion 47,509 46,680
Total Current Liabilities 874,683 887,037
Long term loan 26,834 38,427
Derivative warrants liabilities 37,386,626 958,146
Liabilities for employee benefits 94,964 91,533
Total Liabilities 38,383,107 1,975,143
Shareholders’ equity    
Share capital 59,420,609 59,367,042
Shares to be issued 53,567 53,567
Share-based payment reserve 379,218 711,267
Translation differences reserve (26,076) (7,246)
Capital reserve for re-measurement of defined benefit plan 13,886 13,764
Accumulated Deficit (55,287,567) (25,312,169)
Total Shareholders’ equity 4,553,637 34,826,225
Total Liabilities and Shareholders’ Equity $ 42,936,744 $ 36,801,368
v3.24.1.1.u2
Consolidated Interim Statements of Loss and Comprehensive Loss (Unaudited) - CAD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Profit or loss [abstract]    
Revenue $ 308,968 $ 420,635
Cost of revenue (243,018) (103,692)
Gross profit 65,950 316,943
Consulting and marketing 22,884
Research and development 441,401
Depreciation and amortization 2,227 3,032
Share-based compensation 363,437 2,566
General and administrative expenses 254,471 282,839
Professional fees 632,078 676,867
Total operating expense 1,716,498 965,304
Loss before other income (expense) (1,650,548) (648,361)
Other income (expense)    
Change in fair value of derivative warrants liabilities (28,977,934)
Foreign exchange gain (loss) 5,095 (53,778)
Finance income (expenses), net 13,743 (5,381)
Other operating income (expense) (28,959,096) (59,159)
Loss before tax (30,609,644) (707,520)
Tax expense (7,673) (32,913)
Loss for the period (30,617,317) (740,433)
Items that may be reclassified to profit or loss    
Exchange differences on translation of foreign operations (18,830) (15,451)
Remeasurement of a defined benefit plan, net 122 946
Other comprehensive income (loss) for the period (18,708) (14,505)
Total comprehensive loss $ (30,636,025) $ (754,938)
Loss per share - basic [1] $ (67.59) $ (3.71)
Loss per share - diluted [1] $ (67.59) $ (3.71)
Weighted average shares outstanding - basic 452,981 199,434
Weighted average shares outstanding - diluted 452,981 199,434
[1] Adjusted to reflect one (1) for one hundred ninety (190) reverse stock split in March 2024 (see Note 1)
v3.24.1.1.u2
Consolidated Interim Statements of Changes in Shareholders' Equity (Unaudited) - CAD ($)
Issued capital [member]
Shares to be issued [member]
Share Purchase Warrants Reserve [Member]
Reserve of exchange differences on translation [member]
Reserve of share-based payments [member]
Reserve of insurance finance income (expenses) from insurance contracts issued excluded from profit or loss that will be reclassified to profit or loss [member]
Retained earnings [member]
Total
Balance at Dec. 31, 2022 $ 54,806,522 $ 41,875 $ 639,879 $ 15,746 $ 570,446 $ 13,279 $ (6,817,048) $ 49,270,699
Balance, shares at Dec. 31, 2022 [1] 199,400              
IfrsStatementLineItems [Line Items]                
Loss for the period (740,433) (740,433)
Shares issued for services $ 41,875 (41,875)
Shares issued for services, shares [1] 35              
Share-based payments 2,566 2,566
Shares to be issued for services 41,875 41,875
Other comprehensive loss for the period (15,451) 946 (14,505)
Balance at Mar. 31, 2023 $ 54,848,397 41,875 639,879 295 573,012 14,225 (7,557,481) 48,560,202
Balance, shares at Mar. 31, 2023 [1] 199,435              
Balance at Dec. 31, 2023 $ 59,367,042 53,567 (7,246) 711,267 13,764 (25,312,169) 34,826,225
Balance, shares at Dec. 31, 2023 [1] 223,964              
IfrsStatementLineItems [Line Items]                
Loss for the period (30,617,317) (30,617,317)
Shares issued for services $ 53,567 (53,567)
Shares issued for services, shares [1] 94              
Share-based payments 309,870 309,870
Shares to be issued for services 53,567 53,567
Other comprehensive loss for the period (18,830) 122 (18,708)
Cancellation of stock options (641,919) 641,919
Shares, pre-funded warrants and warrants issued for cash, net $ 7,450,546 7,450,546
Shares, pre-funded warrants and warrants issued for cash, net, shares [1] 3,021,011              
Allocation to derivative warrants liabilities $ (7,450,546) (7,450,546)
Balance at Mar. 31, 2024 $ 59,420,609 $ 53,567 $ (26,076) $ 379,218 $ 13,886 $ (55,287,567) $ 4,553,637
Balance, shares at Mar. 31, 2024 3,245,069 [1]             3,245,069
[1] Adjusted to reflect one (1) for one hundred ninety (190) reverse stock split in March 2024 (see Note 1)
v3.24.1.1.u2
Consolidated Interim Statements of Cash Flows (Unaudited) - CAD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Operating activities:    
Loss for the period $ (30,617,317) $ (740,433)
Items not involving cash:    
Finance expense 613 1,006
Share-based compensation 309,870 2,566
Depreciation 2,551 3,395
Change in benefits to employees 3,553 (310)
Change in fair value of derivative warrants liabilities 28,977,934
Shares issued for services 53,567 41,875
Unrealized foreign exchange loss (gain) (117,661) 76,562
Changes in non-cash working capital items:    
Accounts receivables (14,452) 90,419
Trade payables and accrued liabilities 104,155 (58,691)
Deferred revenue (32,133) (200,907)
Prepaid expenses (65,282) 174,961
Related parties (85,205)
Net cash used in operating activities (1,479,807) (609,557)
Investing activities:    
Purchase of property and equipment (860)
Investment in intangible assets (107,434)
Net cash used in investing activities (108,294)
Financing activities:    
Proceeds from public offering, net 7,450,546
Proceeds (repayment of) from long term loan (11,621) (11,709)
Net cash provided by (used in) financing activities 7,438,925 (11,709)
Net Increase (Decrease) in cash 5,959,118 (729,560)
Effect of foreign exchange rate changes on cash 99,016 (34,071)
Cash at beginning of period 3,113,934 2,392,871
Cash at end of period 9,172,068 1,629,240
Supplemental disclosure of cash flow information    
Cash paid during the year for interest $ 1,288 $ 968
v3.24.1.1.u2
NATURE OF OPERATIONS AND GOING CONCERN
 3 Months Ended
Mar. 31, 2024
Nature Of Operations And Going Concern  
NATURE OF OPERATIONS AND GOING CONCERN

NOTE 1 – NATURE OF OPERATIONS AND GOING CONCERN

 

BYND Cannasoft Enterprises Inc. (the “Company” or “BYND Cannasoft”) is a Canadian company which was amalgamated under the Business Corporations Act (British Columbia) on March 29, 2021. The Company’s registered address is 2264 East 11th Avenue, Vancouver, Canada.

 

The Company currently operates only in Israel and through its subsidiaries (i) develops, markets and sells a proprietary client relationship management software known as “Benefit CRM” and its new Cannabis CRM platform, and (ii) is developing the EZ-G device, a unique, patent pending device that, combined with proprietary software (provisional application), regulates the flow of low-concentration CBD oils into the soft tissues of the female sexual organs, and (iii) manages the construction, licensing and operation of a cannabis farm and indoor cannabis growing facility.

 

On March 29, 2021, the Company completed the business combination transactions with BYND – Beyond Solutions Ltd. (“BYND”). As a result of the business combination transactions, BYND became a wholly owned subsidiary of the Company. This transaction is accounted for as a reverse asset acquisition of the Company by BYND (“RTO”).

 

On March 29, 2021, BYND completed the share exchange agreement with B.Y.B.Y. As a result of the share exchange agreement, BYND holds 74% ownership interest in B.Y.B.Y. One of the former shareholders holds the remaining 26% ownership interest in B.Y.B.Y. in trust for BYND, for the purpose to comply with Israeli Cannabis Laws regarding the ownership of medical cannabis license rights This transaction was accounted for as asset acquisition according to IFRS 2 Share-based Payment.

 

On September 22, 2022, the Company and the former shareholder of Zigi Carmel Initiatives and Investments Ltd. (“ZC”) entered into a share exchange agreement, whereby the Company would acquire 100% ownership interest in ZC from the former shareholder in exchange for 7,920,000 common shares (41,684 common shares post reverse split) of the Company. The share exchange agreement was executed and fully completed on September 22, 2022.

 

Reverse stock split

 

On March 15, 2024, the Company announced a one (1) for one hundred ninety (190) reverse stock split of its outstanding common shares that became effective on March 22, 2024.

 

All shares, stock options, share purchase warrants, RSU’s and per share information in these consolidated financial statements have been restated to reflect the reverse stock split on a retroactive basis.

 

War in Israel

 

On October 7, 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Following the attack, Israel’s government declared war against Hamas.

 

Other terrorist organizations such as the Hezbollah in Lebanon on Israel’s northern border have launched rocket attacks on Israel in support of Hamas. The military campaign against Hamas and other terrorist organizations is ongoing and could escalate in the future into a larger regional conflict. There is no certainty as to the duration, severity, results or implications of the war on the State of Israel generally or on the Company.

 

 

BYND CANNASOFT ENTERPRISES INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2024

(Expressed in Canadian dollars)

(Unaudited)

 

NOTE 1 – NATURE OF OPERATIONS AND GOING CONCERN (continued)

 

While many of Israeli civilians were draft to reserve duty, the company’s headquarter activity located in Israel remain unharmed. With regards to company’s source of income, during the first month of the war, a few credit card companies reported on a sharp decrease in transactions in Israel. Despite that, the company has not experienced any material impact on its revenues, mainly due the fact that most of the company’s revenue is generated overseas.

 

As of the date of these financial statements, the end of the war is unknown.

 

These condensed interim consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. These financial statements do not reflect the adjustments to the carrying values of assets and liabilities, the reported revenues and expenses, and the statement of financial position classifications used, that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. Such adjustments could be material.

 
v3.24.1.1.u2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND USE OF ESTIMATES AND JUDGMENTS
 3 Months Ended
Mar. 31, 2024
Notes and other explanatory information [abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND USE OF ESTIMATES AND JUDGMENTS

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND USE OF ESTIMATES AND JUDGMENTS

 

a. Basis of presentation and statement of compliance

 

These condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Issues Committee (“IFRIC”) applicable to the preparation of interim financial statements, including International Accounting Standard (“IAS”) 34 Interim Financial Reporting.

 

The notes presented in these condensed consolidated interim financial statements include only significant events and transactions occurring since the Company’s last fiscal year end and they do not include all of the information required in the Company’s most recent annual consolidated financial statements. Except as noted below, these condensed consolidated interim financial statements follow the same accounting policies and methods of application as the Company’s annual financial statements and should be read in conjunction with the Company’s annual financial statements for the year ended December 31, 2023, which were prepared in accordance with IFRS as issued by IASB. There have been no significant changes in judgement or estimates from those disclosed in the consolidated financial statements for the year ended December 31, 2023.

 

b. Basis of Consolidation

 

The condensed consolidated interim financial statements incorporate the financial statements of the Company and of its wholly owned subsidiaries, BYND, Zigi Carmel and B.Y.B.Y.. B.Y.B.Y is owned directly through BYND and 24% of the shares of B.Y.B.Y. are held by a related party in trust for the Company for the purpose to comply with Israeli Cannabis Laws regarding the ownership of medical cannabis license rights.

 

 

BYND CANNASOFT ENTERPRISES INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2024

(Expressed in Canadian dollars)

(Unaudited)

 

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND USE OF ESTIMATES AND JUDGMENTS (continued)

 

A subsidiary is an entity over which the Company has control, directly or indirectly, where control is defined as the power to govern the financial and operating policies of an enterprise so as to obtain benefits from its activities. A subsidiary is consolidated from the date upon which control is acquired by the Company and all intercompany transactions and balances have been eliminated on consolidation.

 

c. Basis of Measurement

 

The condensed consolidated interim financial statements were prepared based on the historical costs, except for financial instruments classified as fair value through profit and loss (“FVTPL”) and assets or liabilities for employee benefits, which are stated at their fair value. In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

 

d. Currency of Operation and Currency of Presentation

 

The condensed consolidated interim financial statements are presented in Canadian dollars. The functional currency of the Company is Canadian dollars, and the functional currency of its subsidiaries is the New Israeli Shekel (“NIS”). NIS represents the main economic environment in which the subsidiaries operate.

 

e. Significant estimates and assumptions

 

The preparation of these condensed consolidated interim financial statements in accordance with IFRS requires the Company to use judgment in applying its accounting policies and make estimates and assumptions about reported amounts at the date of the financial statements and in the future. The Company’s management reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the period in which the estimates are revised.

 

Income taxes

 

Provisions for income taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these income tax provisions at the end of each reporting period. However, it is possible that at some future date an additional liability could result from audits by tax authorities. Where the final outcome of these tax-related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made. Deferred tax assets are recognized when it is determined that the company is likely to recognize their recovery from the generation of taxable income.

 

Useful lives of property and equipment

 

Estimates of the useful lives of property and equipment are based on the period over which the assets are expected to be available for use. The estimated useful lives are reviewed annually and are updated if expectations differ from previous estimates due to physical wear and tear, technical or commercial obsolescence, and legal or other limits on the use of the relevant assets. In addition, the estimation of the useful lives of the relevant assets may be based on internal technical evaluation and experience with similar assets. It is possible, however, that future results of operations could be materially affected by changes in the estimates brought about by changes in the factors mentioned above. The amounts and timing of recorded expenses for any period would be affected by changes in these factors and circumstances. A reduction in the estimated useful lives of the equipment would increase the recorded expenses and decrease the non-current assets.

 

 

BYND CANNASOFT ENTERPRISES INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2024

(Expressed in Canadian dollars)

(Unaudited)

 

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND USE OF ESTIMATES AND JUDGMENTS (continued)

 

e. Significant estimates and assumptions (continued)

 

Convertible debentures

 

The identification of convertible note components is based on interpretations of the substance of the contractual arrangement and therefore requires judgement from management. The separation of the components affects the initial recognition of the convertible debenture at issuance and the subsequent recognition of interest on the liability component. The determination of the fair value of the liability is also based on a number of assumptions, including contractual future cash flows, discount rates and the presence of any derivative financial instruments.

 

Other Significant Judgments

 

The preparation of financial statements in accordance with IFRS requires the Company to make judgments, apart from those involving estimates, in applying accounting policies. The most significant judgments in applying the Company’s financial statements include:

 

  ● the assessment of the Company’s ability to continue as a going concern and whether there are events or conditions that may give rise to significant uncertainty;
  ● the classification of financial instruments;
  ● the assessment of revenue recognition using the five-step approach under IFRS 15 and the collectability of amounts receivable; and
  ● the determination of the functional currency of the company.

 
v3.24.1.1.u2
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIALS STATEMENT
 3 Months Ended
Mar. 31, 2024
Restatement Of Previously Issued Financials Statement  
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIALS STATEMENT

NOTE 3 – RESTATEMENT OF PREVIOUSLY ISSUED FINANCIALS STATEMENT

 

As a result of the findings based on the Company’s ongoing reviews, the Company, in consultation with the Board of Directors, determined that the previously issued Consolidated Balance Sheet presented in the 20-F filed on April 27, 2023, for the year ended December 31, 2022 had a clerical error in relation to software development costs that should be part of intangible assets and not included in capital work in progress, and they would make the necessary accounting corrections and restate such financial statement.

 

This error correction resulted in a decrease to property and equipment of $987,006 at December 31, 2022 and an increase to intangible assets of $987,006 at December 31, 2022.

 

 

BYND CANNASOFT ENTERPRISES INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2024

(Expressed in Canadian dollars)

(Unaudited)

 

 
v3.24.1.1.u2
ACQUISITIONS
 3 Months Ended
Mar. 31, 2024
Notes and other explanatory information [abstract]  
ACQUISITIONS

NOTE 4 – ACQUISITIONS

 

Acquisition of Zigi Carmel

 

On September 22, 2022, the Company and the former shareholder of Zigi Carmel Initiatives and Investments Ltd. (“ZC”) entered into a share exchange agreement, whereby the Company would acquire 100% ownership interest in ZC from the former shareholder in exchange for 7,920,000 common shares (41,684 common shares post reverse split) of BYND. The share exchange agreement was executed and fully completed on September 22, 2022.

 

The acquisition of ZC has been accounted for as asset acquisition according to IFRS 2 Share-based Payment as the acquired assets and liabilities do not constitute a business under IFRS 3 Business Combinations. The transaction price of the acquisition was measured according to the fair value of the common shares given in consideration for the assets and liabilities assumed from the acquisition, with equity increased by the corresponding amount equal to the total fair value of the common shares given. As a result, the acquisition was recorded with the consideration as detailed in the table below:

 

  $ 
Consideration transferred:     
Value allocated to shares issued 7,920,000 shares (41,684 common shares post reverse split) at $5.40 per share   42,768,000 
      
Fair value of assets and liabilities acquired:     
Investments   137,811 
Intangible asset – patents pending   42,768,000 
Shareholder loan   (137,811)
Fair value of assets and liabilities   42,768,000 

 

The intangible asset acquired in the acquisition of ZC is attributed to 2 patents pending for a therapeutic device (the “EZ-G” device) owned by ZC. The company has determined that the patents pending shall not be amortized until they are approved and then will be amortized over the course of their life.

 
v3.24.1.1.u2
ACCOUNTS RECEIVABLE
 3 Months Ended
Mar. 31, 2024
Notes and other explanatory information [abstract]  
ACCOUNTS RECEIVABLE

NOTE 5 – ACCOUNTS RECEIVABLE

 

  

March 31, 2024

   December 31, 2023 
Trades receivables  $136,455   $119,094 
Income tax advances   30,748    52,003 
Interest receivable   35,810    17,494 
Due from shareholders   873    843 
Accounts receivable  $203,886   $189,434 

 

 

BYND CANNASOFT ENTERPRISES INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2024

(Expressed in Canadian dollars)

(Unaudited)

 

 
v3.24.1.1.u2
INTANGIBLE ASSETS
 3 Months Ended
Mar. 31, 2024
Notes and other explanatory information [abstract]  
INTANGIBLE ASSETS

NOTE 6 – INTANGIBLE ASSETS

 

The Company’s intangible assets relate to the proprietary Cannabis CRM software the Company is Developing, Patents pending for the EZ-G device (Note 4) as well as the primary growing license for medical cannabis in Israel. The Additions for the Software include cost of wages of the software developers for the time they spend on developing the Cannabis CRM software.

 

The additions for the Patents include the fair value attributed to the Patents upon the acquisition of ZC as well as transaction and other costs in the amount of $193,382.

 

   Software*   License  

Patent

applications

and

technological

know how

   Total 
Cost                
Balance, December 31, 2022  $2,301,580   $850,000   $42,961,382   $1,300,429 
Additions   366,325    -    -    43,871,579 
Impairments   (2,478,491)   (850,000)   (9,498,279)   - 
Translation differences   (108,176)   -    -    (32,385)
Balance, December 31, 2023   81,238    -    33,463,103    33,544,341 
Additions   -    -    -    - 
Translation differences   -    -    -    - 
Balance, March 31, 2024  $81,238   $-    33,463,103   $33,544,341 
 Accumulated depreciation                    
Balance, December 31, 2022  $-   $-    -   $81,406 
Depreciation   81,406    -    -    (168)
Translation differences   (168)   -     -     -  
Balance, December 31, 2023   81,238    -    -    81,238 
Depreciation   -    -    -    - 
Balance, March 31, 2024  $81,238   $-    -   $81,238 
Net book value                    
At December 31, 2023  $-   $-    33,463,103   $33,463,103 
At March 31, 2024  $-   $-    33,463,103   $33,463,103 

 

*Reclassified software development costs from Capital Work in Progress (Note 7) to Intangible Assets – Software (See Note 3)

 

 

BYND CANNASOFT ENTERPRISES INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2024

(Expressed in Canadian dollars)

(Unaudited)

 

 
v3.24.1.1.u2
PROPERTY AND EQUIPMENT
 3 Months Ended
Mar. 31, 2024
Notes and other explanatory information [abstract]  
PROPERTY AND EQUIPMENT

NOTE 7 – PROPERTY AND EQUIPMENT

 

  

Computers

& Equipment

   Vehicles  

Furniture &

Equipment

  

Capital

Work In

Progress*

   Total 
                     
Cost                         
Balance, January 1, 2023  $29,019   $181,052   $33,310   $327,918   $571,299 
Additions   6,664    -    1,039    704    8,407 
Impairments   -    -    -    (315,711)   (315,711)
Translation differences   (1,519)   (9,419)   (1,735)   (12,911)   (25,584)
Balance, December 31, 2023   34,164    171,633    32,614    -    238,411 
Additions   -    -    -    -    - 
Disposals   -    -    -    -    - 
Translation differences   302    1,701    324    -    2,327 
Balance, March 31, 2024  $34,466   $173,334   $32,938   $-   $240,738 
                          
Accumulated depreciation                         
Balance as of January 1, 2023  $27,588   $169,535   $30,168    -   $227,291 
Depreciation   2,172    9,377    1,897    -    13,446 
Translation differences   (1,439)   (8,839)   (1,573)   -    (11,851)
Balance, December 31, 2023   28,321    170,073    30,492    -    228,886 
Depreciation   829    1,571    151    -    2,551 
Translation differences   276    1,690    302    -    2,268 
Balance, March 31, 2024  $29,426   $173,334   $30,945    -   $233,705 
                          
Net book value                         
At December 31, 2023  $5,843   $1,560   $2,122   $-   $9,525 
At March 31, 2024  $5,040   $-   $1,993   $-   $7,033 

 

*Reclassified software development costs from Capital Work in Progress to Intangible Assets (Note 6) – Software (See Note 3)

 

During the three months ended March 31, 2024, depreciation of $324 (2023 - $363) related to computer and equipment is included in cost of revenue.

 

As of December 31, 2023 the Company’s Capital work in progress relates to the ongoing investment in the future medical cannabis cultivation facility in Moshav Kochav Michael, Israel which includes permits and design.

 

The Company considered indicators of impairment at December 31, 2023. The Company recorded impairment loss during the year ended December 31, 2023 for the capital work in progress.

 

The impairment for the capital work in progress was done mainly because of recent medical cannabis legislation changes in Israel that have materially affected the value of this asset.

 

 

BYND CANNASOFT ENTERPRISES INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2024

(Expressed in Canadian dollars)

(Unaudited)

 

 
v3.24.1.1.u2
TRADE PAYABLES AND ACCRUED LIABILITIES
 3 Months Ended
Mar. 31, 2024
Notes and other explanatory information [abstract]  
TRADE PAYABLES AND ACCRUED LIABILITIES

NOTE 8 – TRADE PAYABLES AND ACCRUED LIABILITIES

 

   March 31, 2024   December 31, 2023 
Trades payables  $298,180   $157,705 
VAT, income and dividend taxes payable   9,895    28,027 
Salaries payable   54,595    72,783 
Trade payables and accrued liabilities  $362,670   $258,515 

 
v3.24.1.1.u2
RELATED PARTY TRANSACTIONS BALANCES
 3 Months Ended
Mar. 31, 2024
Notes and other explanatory information [abstract]  
RELATED PARTY TRANSACTIONS BALANCES

NOTE 9– RELATED PARTY TRANSACTIONS BALANCES

 

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of members of the Company’s Board of Directors and corporate officers. The remuneration of directors and key management personnel, not including normal employee compensation, made during the three months ended March 31, 2024 and the three months ended March 31, 2023 is set out below:

 

   March 31, 2024   March 31, 2023 
salary (cost of sales)   122,910    20,498 
consulting (research and development)   30,488    - 
consulting (professional fees)   40,963    - 
share based payments   53,567    44,441 
salary (general and administrative expenses)   213,343    146,250 
Total  $461,271   $211,189 

 

As at March 31, 2024, $873 was owed from shareholders of the company (December 31, 2023– $843). Amounts owed were recorded in accounts receivable are non-interest bearing and unsecured.

 

As at March 31, 2024, $364,843 was owed to directors of the Company (December 31, 2023– $450,048). Amounts due are non-interest bearing and unsecured.

 
v3.24.1.1.u2
LONG TERM LOAN
 3 Months Ended
Mar. 31, 2024
Notes and other explanatory information [abstract]  
LONG TERM LOAN

NOTE 10 – LONG TERM LOAN

 

During the year ended December 31, 2020, the Company secured a term loan with a principal amount of $184,352 (NIS 500,000) from an Israeli bank. The loan bears interest at the rate of 3.14% per annum and matures on September 18, 2025. The loan is subject to 48 monthly payments commencing October 18, 2021. $9,218 (NIS 25,000) was deposited in the bank as security for the loan.

 

The activities of the long term loan during the three month ended March 31, 2024 are as follows:

 

  

March 31, 2024

  

December 31, 2023

 
Balance, opening  $85,107   $135,971 
Repayments   (11,621)   (43,350)
Interest expense, accrued   613    3,333 
Translation difference   244    (8,847)
Balance, ending   74,343    85,107 
Less:          
Long term loan – current portion   47,509    46,680 
Long term loan  $26,834   $38,427 

 

 

BYND CANNASOFT ENTERPRISES INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2024

(Expressed in Canadian dollars)

(Unaudited)

 

 

NOTE 10 – LONG TERM LOAN (continued)

 

The undiscounted repayments for each of the next three years and in the aggregate are:

 

 SCHEDULE OF UNDISCOUNTED REPAYMENTS

Year ended  Amount 
December 31, 2024  $35,493 
December 31, 2025   38,850 
Total  $74,343 

 
v3.24.1.1.u2
DERIVATIVE WARRANTS LIABILITIES
 3 Months Ended
Mar. 31, 2024
Derivative Warrants Liabilities  
DERIVATIVE WARRANTS LIABILITIES

NOTE 11 – DERIVATIVE WARRANTS LIABILITIES

 

a. On December 21, 2023, the Company issued 2,884,616 warrants (15,182 warrants at an exercise price of US $98.8 post reverse split) in connection with its December 2023 Registered direct public offering (“December 2023 Warrants”). The warrant includes a cashless exercise provision and repricing adjustments for offerings at a price lower than the existing exercise price of the warrants, stock splits, reclassifications, subdivisions, and other similar transactions and also the exercise price of the warrant is not denominated in the functional currency of the Company, therefore, these warrants were recorded at their fair value as a derivative liability at the time of the grant and revalued at the end of each reporting period.
   
  On March 27, 2024, following the March 2024 Public offering, which included the offering of common shares at a price lower than the exercise price of the December 2023 Warrants, the exercise price of the December 2023 Warrants was reduced to US $1.3643, and each December 2023 Warrant became convertible into 72.42 common shares of the Company.
   
b. On March 14, 2024, the Company issued 134,166,665 Series A Warrants (706,140 A warrants post reverse split) and 268,333,330 Series B Warrants (1,412,280 B warrants post reverse split) in connection with its March 2024 public offering (“March 2024 A Warrants and B Warrants”). The warrants include a cashless exercise provision and repricing adjustments for offerings at a price lower than the existing exercise price of the warrants, stock splits, reclassifications, subdivisions, and other similar transactions and also the exercise price of the warrant is not denominated in the functional currency of the Company, therefore, these warrants were recorded at their fair value as a derivative liability at the time of the grant and revalued at the end of each reporting period.
   
  On March 27, 2024, following the 1:190 reverse stock split, the exercise price of the March 2024 A Warrants and B Warrants was reduced to $1.3643, and each B warrant became convertible into 14.21 common shares of the Company.
   
c. During the period ended March 31, 2024, the Company recorded a loss on the revaluation of the total derivative liabilities of $28,977,934, in the consolidated statements of Operations and Comprehensive Loss.

 

 

BYND CANNASOFT ENTERPRISES INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2024

(Expressed in Canadian dollars)

(Unaudited)

 

 

NOTE 11 – DERIVATIVE WARRANTS LIABILITIES (continued)

 

d. The Company engaged an outside valuation company to calculate the fair value of the derivative warrants based on the Monte Carlo Simulation model with the following assumptions:

 

   March 31, 2024 
Share Price   US $ 1.4 
Exercise Price   US $ Nil- 0.35 
Expected life   2.45- 4.95 years 
Risk-free interest rate   4.23% 
Dividend yield   0.00% 
Expected volatility   80% 
Early exercise threshold   US $ 2.05 

 

The following table presents the changes in the warrant liability during the period:

 

      
Balance as of December 31, 2023  $958,146 
Issuance of March 2024 warrants   35,921,315 
Changes in fair value of warrants   507,165 
Balance as of March 31, 2024  $37,386,626 

 
v3.24.1.1.u2
EMPLOYEE BENEFITS
 3 Months Ended
Mar. 31, 2024
Notes and other explanatory information [abstract]  
EMPLOYEE BENEFITS

NOTE 12 – EMPLOYEE BENEFITS

 

The severance pay liability constitutes a defined benefit plan and was calculated using actuarial assumptions. In measuring the present value of the defined benefit obligation and the current service costs the projected unit credit method was used.

 

Plan assets (liability)

 

Information on the Company’s defined benefit pension plans and other defined benefit plans, in aggregate, is summarized as follows:

 

   March 31, 2024   December 31, 2023 
Defined benefit plan liabilities  $(94,964)  $(91,533)
Less: fair value of plan assets or asset ceiling   -    - 
Total  $(94,964)  $(91,533)

 

 

BYND CANNASOFT ENTERPRISES INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2024

(Expressed in Canadian dollars)

(Unaudited)

 


 

NOTE 12 – EMPLOYEE BENEFITS (continued)

 

Changes in the present value of the defined benefit plan liability

 

The following are the continuities of the fair value of plan assets and the present value of the defined benefit plan obligations:

 

   March 31, 2024   December 31, 2023 
Balance, opening  $(91,533)  $(86,016)
Recognized in profit this year:          
Interest costs   (1,166)   (4,638)
Current service cost   (1,473)   (5,860)
Recognized in other comprehensive profit:          
Actuary loss for change of assumptions   122    485 
Translation differences   (914)   4,496 
Balance, ending  $(94,964)  $(91,533)

 

The actual amount paid may vary from the estimate based on actuarial valuations being completed, investment performance, volatility in discount rates, regulatory requirements and other factors.

 

Major assumptions in determining the defined benefit plan liability

 

The principal actuarial assumptions used in calculating the Company’s defined benefit plan obligations and net defined benefit plan cost for the year were as follows (expressed as weighted averages):

 

   March 31, 2024   December 31, 2023 
Capitalization rate   3.15%   3.15%
Salary growth rate   0%   0%
Retirement rate   5%   5%

 
v3.24.1.1.u2
SHARE CAPITAL
 3 Months Ended
Mar. 31, 2024
SHARE CAPITAL

NOTE 13 – SHARE CAPITAL

 

Authorized

 

Unlimited number of common shares without par value.

 

Issued

 

As at March 31, 2024 3,245,069 common shares were issued and outstanding.

 

During the three months ended March 31, 2024

 

On January 4, 2024, the Company issued 17,915 common shares (94 common shares post reverse split) to two directors following the vesting of RSU’s with a fair value of $2.99, for a compensation amount of $53,568.

 

On January 10, 2024, the Company granted 410,000 RSUs (2,158 RSUs post reverse split) to five directors of the Company, the RSUs will vest over 4 months and a day.

 

 

BYND CANNASOFT ENTERPRISES INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2024

(Expressed in Canadian dollars)

(Unaudited)

 

 

NOTE 13 – SHARE CAPITAL (continued)

 

On January 16, 2024, the Company granted 60,000 RSUs (316 RSUs post reverse split) to a consultant of the Company, the RSUs will vest over 4 months and a day.

 

On February 5, 2024, the Company granted 39,753 RSUs (209 RSUs post reverse split) to a consultant of the Company, the RSUs will vest over 4 months and a day.

 

On March 5, 2024, the Company granted 60,083 RSUs (316 RSUs post reverse split) to a consultant of the Company, the RSUs will vest over 4 months and a day.

 

On March 14, 2024 the Company announced the closing of an underwritten public offering with gross proceeds to the Company of approximately US$7.0 million, before deducting underwriting discounts and other estimated expenses paid by the Company. The offering was for sale of 116,666,667 units (614,109 units post reverse split), each consisting of one common share or pre-funded warrant, one series A warrants and two series B warrants. The offering price was US$0.06 per unit. As part of this public offering and between March 14, 2024 to March 31, 2024, the Company issued 364,813 common shares, 249,296 common shares following the exercise of pre-funded warrants and 2,406,902 common shares following the cashless exercise of Series A Warrants.

 

During the three months ended March 31, 2023

 

On January 3, 2023, the Company issued 6,727 common shares (35 common shares post reverse split) to two directors following the vesting of RSU’s.

 

Stock options

 

The Company has a stock option plan to grant incentive stock options to directors, officers, employees and consultants. Under the plan, the aggregate number of common shares that may be subject to option at any one time may not exceed 10% of the issued common shares of the Company as of that date, including options granted prior to the adoption of the plan. The exercise price of these options is not less than the Company’s closing market price on the day prior to the grant of the options less the applicable discount permitted by the CSE. Options granted may not exceed a term of five years.

 

A summary of the stock options outstanding for the three months ended March 31, 2024 are summarized as follows:

 

  

Number of

Options

  

Weighted Average

Exercise Price

 
Outstanding at January 1, 2023   3,237    267.9 
Granted during the period   526    402.8 
Exercised during the period   -    - 
           
Outstanding at December 31, 2023   3,763   $286.9 
Granted during the period   3,421    100.7 
Cancelled during the period   (2,974)    320.6 
           
Outstanding at March 31, 2024   4,210    139.7 
Exercisable at March 31, 2024   2,631   $141.9 

 

 

BYND CANNASOFT ENTERPRISES INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2024

(Expressed in Canadian dollars)

(Unaudited)

 

 

NOTE 13 – SHARE CAPITAL (continued)

 

Additional information regarding stock options outstanding as of March 31, 2024, is as follows:

 

Outstanding   Exercisable 

Number of

stock options

   Weighted
average
remaining
contractual
life (years)		   Weighted
Average
Exercise Price		   Number of
stock options		   Weighted
Average
Exercise Price		 
                  
 789    2.00   $155.8    789   $155.8 
 3,421    4.79   $135.9    1,842   $135.9 
                       
 4,210    4.27   $139.67    2,631   $141.9 

 

Details of the fair value of options granted and the assumptions used in the Black-Scholes option pricing model are as follows:

 

   2024   2023 
Weighted average fair value of options granted  $0.57   $1.61 
Risk-free interest rate   3.4%   3.76%
Estimated life (in years)   5    5 
Expected volatility   108.75%   100.64%
Expected dividend yield   0%   0%

 

On January 10, 2024, the Company cancelled 565,000 stock options (2,974 stock options post reverse split) that were previously granted to 4 directors of the Company.

 

On January 16, 2024, the Company granted 650,000 stock options (3,421 stock options post reverse split) to a consultant of the Company, the stock options vest as follows: 150,000 on the date of the grant (789 post reverse split) and 100,000 every month thereafter (526 post reverse split) every month thereafter.

 
v3.24.1.1.u2
REVENUE AND DEFERRED REVENUE
 3 Months Ended
Mar. 31, 2024
Notes and other explanatory information [abstract]  
REVENUE AND DEFERRED REVENUE

NOTE 14 – REVENUE AND DEFERRED REVENUE

 

  

March 31, 2024

  

March 31, 2023

 
Software development  $245,306   $190,702 
Software license   37,806    203,187 
Software supports   12,639    14,109 
Cloud hosting   10,755    11,010 
Others   2,462    1,627 
Revenue  $308,968   $420,635 

 

The Company recognized revenues from contracts with customers in accordance with the following timing under IFRS 15:

 

   March 31, 2024   March 31, 2023 
Revenue recognized over time  $271,162   $217,448 
Revenue recognized at a point of time   37,806    203,187 
Revenue  $308,968   $420,635 

 

 

BYND CANNASOFT ENTERPRISES INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2024

(Expressed in Canadian dollars)

(Unaudited)

 

 

NOTE 14 – REVENUE AND DEFERRED REVENUE (continued)

 

Deferred revenue represents contract liabilities for customer payments received related to services yet to be provided subsequent to the reporting date. Significant changes in deferred revenue are as follows:

 

   March 31, 2024   December 31, 2023 
Deferred revenue, beginning  $131,794   $219,068 
Customer payments received attributable to contract liabilities for unearned revenue   5,632    158,711 
Revenue recognized from fulfilling contract liabilities   37,765    245,985 
Deferred revenue, ending  $99,661   $131,794 

 

The Company derives significant revenues from one customer, which exceeds 10% of total revenues. Revenues earned from that customer were 66% of total revenues for the period ended March 31, 2024 (Three months ended March 31, 2023 – 91%)

 
v3.24.1.1.u2
COST OF REVENUE
 3 Months Ended
Mar. 31, 2024
Notes and other explanatory information [abstract]  
COST OF REVENUE

NOTE 15 – COST OF REVENUE

 

Cost of revenue incurred are comprised of the following:

 

   March 31, 2024   March 31, 2023 
Salaries and benefits  $194,477   $90,533 
Subcontractors   35,823    - 
Software and other   12,394    12,796 
Depreciation   324    363 
Cost of revenue  $243,018   $103,692 

 
v3.24.1.1.u2
SUBSEQUENT EVENTS
 3 Months Ended
Mar. 31, 2024
Disclosure of non-adjusting events after reporting period [abstract]  
SUBSEQUENT EVENTS

NOTE 16 – SUBSEQUENT EVENTS

 

On April 5, 2024, the Company issued 95 common shares to two directors following the vesting of RSU’s for a compensation amount of $53,567.

 

On April 8, 2024, the Company issued 1,180,000 common shares to directors and consultants following the vesting of RSU’s.

 

On April 9, 2024, the Company issued 100,000 common shares to a consultant following the vesting of RSU’s.

 

Since April 1, 2024 and until May 15, 2024, the Company issued 4,567,282 common shares following the exercise of 4,533,482 series A Warrants in cashless exercise and 33,800 series B Warrants for total proceeds of US $46,113.
v3.24.1.1.u2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND USE OF ESTIMATES AND JUDGMENTS (Policies)
 3 Months Ended
Mar. 31, 2024
Notes and other explanatory information [abstract]  
Basis of presentation and statement of compliance

a. Basis of presentation and statement of compliance

 

These condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Issues Committee (“IFRIC”) applicable to the preparation of interim financial statements, including International Accounting Standard (“IAS”) 34 Interim Financial Reporting.

 

The notes presented in these condensed consolidated interim financial statements include only significant events and transactions occurring since the Company’s last fiscal year end and they do not include all of the information required in the Company’s most recent annual consolidated financial statements. Except as noted below, these condensed consolidated interim financial statements follow the same accounting policies and methods of application as the Company’s annual financial statements and should be read in conjunction with the Company’s annual financial statements for the year ended December 31, 2023, which were prepared in accordance with IFRS as issued by IASB. There have been no significant changes in judgement or estimates from those disclosed in the consolidated financial statements for the year ended December 31, 2023.

 
Basis of Consolidation

b. Basis of Consolidation

 

The condensed consolidated interim financial statements incorporate the financial statements of the Company and of its wholly owned subsidiaries, BYND, Zigi Carmel and B.Y.B.Y.. B.Y.B.Y is owned directly through BYND and 24% of the shares of B.Y.B.Y. are held by a related party in trust for the Company for the purpose to comply with Israeli Cannabis Laws regarding the ownership of medical cannabis license rights.

 

 

BYND CANNASOFT ENTERPRISES INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2024

(Expressed in Canadian dollars)

(Unaudited)

 

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND USE OF ESTIMATES AND JUDGMENTS (continued)

 

A subsidiary is an entity over which the Company has control, directly or indirectly, where control is defined as the power to govern the financial and operating policies of an enterprise so as to obtain benefits from its activities. A subsidiary is consolidated from the date upon which control is acquired by the Company and all intercompany transactions and balances have been eliminated on consolidation.

 
Basis of Measurement

c. Basis of Measurement

 

The condensed consolidated interim financial statements were prepared based on the historical costs, except for financial instruments classified as fair value through profit and loss (“FVTPL”) and assets or liabilities for employee benefits, which are stated at their fair value. In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

 
Currency of Operation and Currency of Presentation

d. Currency of Operation and Currency of Presentation

 

The condensed consolidated interim financial statements are presented in Canadian dollars. The functional currency of the Company is Canadian dollars, and the functional currency of its subsidiaries is the New Israeli Shekel (“NIS”). NIS represents the main economic environment in which the subsidiaries operate.

 
Significant estimates and assumptions

e. Significant estimates and assumptions

 

The preparation of these condensed consolidated interim financial statements in accordance with IFRS requires the Company to use judgment in applying its accounting policies and make estimates and assumptions about reported amounts at the date of the financial statements and in the future. The Company’s management reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the period in which the estimates are revised.

 

Income taxes

 

Provisions for income taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these income tax provisions at the end of each reporting period. However, it is possible that at some future date an additional liability could result from audits by tax authorities. Where the final outcome of these tax-related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made. Deferred tax assets are recognized when it is determined that the company is likely to recognize their recovery from the generation of taxable income.

 

Useful lives of property and equipment

 

Estimates of the useful lives of property and equipment are based on the period over which the assets are expected to be available for use. The estimated useful lives are reviewed annually and are updated if expectations differ from previous estimates due to physical wear and tear, technical or commercial obsolescence, and legal or other limits on the use of the relevant assets. In addition, the estimation of the useful lives of the relevant assets may be based on internal technical evaluation and experience with similar assets. It is possible, however, that future results of operations could be materially affected by changes in the estimates brought about by changes in the factors mentioned above. The amounts and timing of recorded expenses for any period would be affected by changes in these factors and circumstances. A reduction in the estimated useful lives of the equipment would increase the recorded expenses and decrease the non-current assets.

 

 

BYND CANNASOFT ENTERPRISES INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2024

(Expressed in Canadian dollars)

(Unaudited)

 

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND USE OF ESTIMATES AND JUDGMENTS (continued)

 

e. Significant estimates and assumptions (continued)

 

Convertible debentures

 

The identification of convertible note components is based on interpretations of the substance of the contractual arrangement and therefore requires judgement from management. The separation of the components affects the initial recognition of the convertible debenture at issuance and the subsequent recognition of interest on the liability component. The determination of the fair value of the liability is also based on a number of assumptions, including contractual future cash flows, discount rates and the presence of any derivative financial instruments.

 

Other Significant Judgments

 

The preparation of financial statements in accordance with IFRS requires the Company to make judgments, apart from those involving estimates, in applying accounting policies. The most significant judgments in applying the Company’s financial statements include:

 

  ● the assessment of the Company’s ability to continue as a going concern and whether there are events or conditions that may give rise to significant uncertainty;
  ● the classification of financial instruments;
  ● the assessment of revenue recognition using the five-step approach under IFRS 15 and the collectability of amounts receivable; and
  ● the determination of the functional currency of the company.
v3.24.1.1.u2
ACQUISITIONS (Tables)
 3 Months Ended
Mar. 31, 2024
Notes and other explanatory information [abstract]  
SCHEDULE OF CONTINGENT CONSIDERATION

 

  $ 
Consideration transferred:     
Value allocated to shares issued 7,920,000 shares (41,684 common shares post reverse split) at $5.40 per share   42,768,000 
      
Fair value of assets and liabilities acquired:     
Investments   137,811 
Intangible asset – patents pending   42,768,000 
Shareholder loan   (137,811)
Fair value of assets and liabilities   42,768,000 
v3.24.1.1.u2
ACCOUNTS RECEIVABLE (Tables)
 3 Months Ended
Mar. 31, 2024
Notes and other explanatory information [abstract]  
SCHEDULE OF ACCOUNTS RECEIVABLE

 

  

March 31, 2024

   December 31, 2023 
Trades receivables  $136,455   $119,094 
Income tax advances   30,748    52,003 
Interest receivable   35,810    17,494 
Due from shareholders   873    843 
Accounts receivable  $203,886   $189,434 
v3.24.1.1.u2
INTANGIBLE ASSETS (Tables)
 3 Months Ended
Mar. 31, 2024
Notes and other explanatory information [abstract]  
SCHEDULE OF PATENTS INCLUDE THE FAIR VALUE ATTRIBUTED TO THE PATENTS UPON THE ACQUISITION

 

   Software*   License  

Patent

applications

and

technological

know how

   Total 
Cost                
Balance, December 31, 2022  $2,301,580   $850,000   $42,961,382   $1,300,429 
Additions   366,325    -    -    43,871,579 
Impairments   (2,478,491)   (850,000)   (9,498,279)   - 
Translation differences   (108,176)   -    -    (32,385)
Balance, December 31, 2023   81,238    -    33,463,103    33,544,341 
Additions   -    -    -    - 
Translation differences   -    -    -    - 
Balance, March 31, 2024  $81,238   $-    33,463,103   $33,544,341 
 Accumulated depreciation                    
Balance, December 31, 2022  $-   $-    -   $81,406 
Depreciation   81,406    -    -    (168)
Translation differences   (168)   -     -     -  
Balance, December 31, 2023   81,238    -    -    81,238 
Depreciation   -    -    -    - 
Balance, March 31, 2024  $81,238   $-    -   $81,238 
Net book value                    
At December 31, 2023  $-   $-    33,463,103   $33,463,103 
At March 31, 2024  $-   $-    33,463,103   $33,463,103 

 

*Reclassified software development costs from Capital Work in Progress (Note 7) to Intangible Assets – Software (See Note 3)
v3.24.1.1.u2
PROPERTY AND EQUIPMENT (Tables)
 3 Months Ended
Mar. 31, 2024
Notes and other explanatory information [abstract]  
SCHEDULE OF PROPERTY AND EQUIPMENT

 

  

Computers

& Equipment

   Vehicles  

Furniture &

Equipment

  

Capital

Work In

Progress*

   Total 
                     
Cost                         
Balance, January 1, 2023  $29,019   $181,052   $33,310   $327,918   $571,299 
Additions   6,664    -    1,039    704    8,407 
Impairments   -    -    -    (315,711)   (315,711)
Translation differences   (1,519)   (9,419)   (1,735)   (12,911)   (25,584)
Balance, December 31, 2023   34,164    171,633    32,614    -    238,411 
Additions   -    -    -    -    - 
Disposals   -    -    -    -    - 
Translation differences   302    1,701    324    -    2,327 
Balance, March 31, 2024  $34,466   $173,334   $32,938   $-   $240,738 
                          
Accumulated depreciation                         
Balance as of January 1, 2023  $27,588   $169,535   $30,168    -   $227,291 
Depreciation   2,172    9,377    1,897    -    13,446 
Translation differences   (1,439)   (8,839)   (1,573)   -    (11,851)
Balance, December 31, 2023   28,321    170,073    30,492    -    228,886 
Depreciation   829    1,571    151    -    2,551 
Translation differences   276    1,690    302    -    2,268 
Balance, March 31, 2024  $29,426   $173,334   $30,945    -   $233,705 
                          
Net book value                         
At December 31, 2023  $5,843   $1,560   $2,122   $-   $9,525 
At March 31, 2024  $5,040   $-   $1,993   $-   $7,033 

 

*Reclassified software development costs from Capital Work in Progress to Intangible Assets (Note 6) – Software (See Note 3)
v3.24.1.1.u2
TRADE PAYABLES AND ACCRUED LIABILITIES (Tables)
 3 Months Ended
Mar. 31, 2024
Notes and other explanatory information [abstract]  
SCHEDULE OF TRADE PAYABLES AND ACCRUED LIABILITIES

 

   March 31, 2024   December 31, 2023 
Trades payables  $298,180   $157,705 
VAT, income and dividend taxes payable   9,895    28,027 
Salaries payable   54,595    72,783 
Trade payables and accrued liabilities  $362,670   $258,515 
v3.24.1.1.u2
RELATED PARTY TRANSACTIONS BALANCES (Tables)
 3 Months Ended
Mar. 31, 2024
Notes and other explanatory information [abstract]  
SCHEDULE OF RELATED PARTY TRANSACTIONS

 

   March 31, 2024   March 31, 2023 
salary (cost of sales)   122,910    20,498 
consulting (research and development)   30,488    - 
consulting (professional fees)   40,963    - 
share based payments   53,567    44,441 
salary (general and administrative expenses)   213,343    146,250 
Total  $461,271   $211,189 
v3.24.1.1.u2
LONG TERM LOAN (Tables)
 3 Months Ended
Mar. 31, 2024
Notes and other explanatory information [abstract]  
SCHEDULE OF LONG TERM LOAN

The activities of the long term loan during the three month ended March 31, 2024 are as follows:

 

  

March 31, 2024

  

December 31, 2023

 
Balance, opening  $85,107   $135,971 
Repayments   (11,621)   (43,350)
Interest expense, accrued   613    3,333 
Translation difference   244    (8,847)
Balance, ending   74,343    85,107 
Less:          
Long term loan – current portion   47,509    46,680 
Long term loan  $26,834   $38,427 
SCHEDULE OF UNDISCOUNTED REPAYMENTS

The undiscounted repayments for each of the next three years and in the aggregate are:

 

 SCHEDULE OF UNDISCOUNTED REPAYMENTS

Year ended  Amount 
December 31, 2024  $35,493 
December 31, 2025   38,850 
Total  $74,343 
v3.24.1.1.u2
DERIVATIVE WARRANTS LIABILITIES (Tables)
 3 Months Ended
Mar. 31, 2024
Derivative Warrants Liabilities  
SCHEDULE OF DERIVATIVE WARRANT LIABILITY

 

   March 31, 2024 
Share Price   US $ 1.4 
Exercise Price   US $ Nil- 0.35 
Expected life   2.45- 4.95 years 
Risk-free interest rate   4.23% 
Dividend yield   0.00% 
Expected volatility   80% 
Early exercise threshold   US $ 2.05 
SCHEDULE OF CHANGES IN THE WARRANT LIABILITY

The following table presents the changes in the warrant liability during the period:

 

      
Balance as of December 31, 2023  $958,146 
Issuance of March 2024 warrants   35,921,315 
Changes in fair value of warrants   507,165 
Balance as of March 31, 2024  $37,386,626 
v3.24.1.1.u2
EMPLOYEE BENEFITS (Tables)
 3 Months Ended
Mar. 31, 2024
Notes and other explanatory information [abstract]  
SCHEDULE OF PLAN ASSET (LIABILITY)

Information on the Company’s defined benefit pension plans and other defined benefit plans, in aggregate, is summarized as follows:

 

   March 31, 2024   December 31, 2023 
Defined benefit plan liabilities  $(94,964)  $(91,533)
Less: fair value of plan assets or asset ceiling   -    - 
Total  $(94,964)  $(91,533)
SCHEDULE OF CHANGE IN THE PRESENT VALUE OF THE DEFINED BENEFIT PLAN LIABILITY

The following are the continuities of the fair value of plan assets and the present value of the defined benefit plan obligations:

 

   March 31, 2024   December 31, 2023 
Balance, opening  $(91,533)  $(86,016)
Recognized in profit this year:          
Interest costs   (1,166)   (4,638)
Current service cost   (1,473)   (5,860)
Recognized in other comprehensive profit:          
Actuary loss for change of assumptions   122    485 
Translation differences   (914)   4,496 
Balance, ending  $(94,964)  $(91,533)
SCHEDULE OF MAJOR ASSUMPTIONS IN DETERMINING THE DEFINED BENEFITS PLAN LIABILITY

The principal actuarial assumptions used in calculating the Company’s defined benefit plan obligations and net defined benefit plan cost for the year were as follows (expressed as weighted averages):

 

   March 31, 2024   December 31, 2023 
Capitalization rate   3.15%   3.15%
Salary growth rate   0%   0%
Retirement rate   5%   5%
v3.24.1.1.u2
SHARE CAPITAL (Tables)
 3 Months Ended
Mar. 31, 2024
SCHEDULE OF STOCK OPTIONS OUTSTANDING

A summary of the stock options outstanding for the three months ended March 31, 2024 are summarized as follows:

 

  

Number of

Options

  

Weighted Average

Exercise Price

 
Outstanding at January 1, 2023   3,237    267.9 
Granted during the period   526    402.8 
Exercised during the period   -    - 
           
Outstanding at December 31, 2023   3,763   $286.9 
Granted during the period   3,421    100.7 
Cancelled during the period   (2,974)    320.6 
           
Outstanding at March 31, 2024   4,210    139.7 
Exercisable at March 31, 2024   2,631   $141.9 
SCHEDULE OF ADDITIONAL STOCK OPTIONS OUTSTANDING

Additional information regarding stock options outstanding as of March 31, 2024, is as follows:

 

Outstanding   Exercisable 

Number of

stock options

   Weighted
average
remaining
contractual
life (years)		   Weighted
Average
Exercise Price		   Number of
stock options		   Weighted
Average
Exercise Price		 
                  
 789    2.00   $155.8    789   $155.8 
 3,421    4.79   $135.9    1,842   $135.9 
                       
 4,210    4.27   $139.67    2,631   $141.9 
SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS

Details of the fair value of options granted and the assumptions used in the Black-Scholes option pricing model are as follows:

 

   2024   2023 
Weighted average fair value of options granted  $0.57   $1.61 
Risk-free interest rate   3.4%   3.76%
Estimated life (in years)   5    5 
Expected volatility   108.75%   100.64%
Expected dividend yield   0%   0%
v3.24.1.1.u2
REVENUE AND DEFERRED REVENUE (Tables)
 3 Months Ended
Mar. 31, 2024
Notes and other explanatory information [abstract]  
SCHEDULE OF REVENUE FROM SOURCES

 

  

March 31, 2024

  

March 31, 2023

 
Software development  $245,306   $190,702 
Software license   37,806    203,187 
Software supports   12,639    14,109 
Cloud hosting   10,755    11,010 
Others   2,462    1,627 
Revenue  $308,968   $420,635 
SCHEDULE OF REVENUE UNDER TIMING

The Company recognized revenues from contracts with customers in accordance with the following timing under IFRS 15:

 

   March 31, 2024   March 31, 2023 
Revenue recognized over time  $271,162   $217,448 
Revenue recognized at a point of time   37,806    203,187 
Revenue  $308,968   $420,635 
SCHEDULE OF DEFERRED REVENUE

Deferred revenue represents contract liabilities for customer payments received related to services yet to be provided subsequent to the reporting date. Significant changes in deferred revenue are as follows:

 

   March 31, 2024   December 31, 2023 
Deferred revenue, beginning  $131,794   $219,068 
Customer payments received attributable to contract liabilities for unearned revenue   5,632    158,711 
Revenue recognized from fulfilling contract liabilities   37,765    245,985 
Deferred revenue, ending  $99,661   $131,794 
v3.24.1.1.u2
COST OF REVENUE (Tables)
 3 Months Ended
Mar. 31, 2024
Notes and other explanatory information [abstract]  
SCHEDULE OF COST OF REVENUE

Cost of revenue incurred are comprised of the following:

 

   March 31, 2024   March 31, 2023 
Salaries and benefits  $194,477   $90,533 
Subcontractors   35,823    - 
Software and other   12,394    12,796 
Depreciation   324    363 
Cost of revenue  $243,018   $103,692 
v3.24.1.1.u2
NATURE OF OPERATIONS AND GOING CONCERN (Details Narrative) - shares
Mar. 27, 2024
Mar. 15, 2024
Sep. 22, 2022
Mar. 29, 2021
IfrsStatementLineItems [Line Items]        
Reverse stock split 1:190 reverse stock split one (1) for one hundred ninety (190) reverse stock split    
Beyond Solutions Ltd. [Member] | Share Exchange Agreement [Member]        
IfrsStatementLineItems [Line Items]        
Ownership interest       74.00%
Beyond Solutions Ltd. [Member] | Share Exchange Agreement [Member] | Former Shareholder [Member]        
IfrsStatementLineItems [Line Items]        
Ownership interest       26.00%
Zigi Carmel Initiatives and Investments Ltd. [member] | Former Shareholder [Member]        
IfrsStatementLineItems [Line Items]        
Number of common stock issued     7,920,000  
Zigi Carmel Initiatives and Investments Ltd. [member] | Former Shareholder [Member] | Post Reverse Split [Member]        
IfrsStatementLineItems [Line Items]        
Number of common stock issued     41,684  
Zigi Carmel Initiatives and Investments Ltd. [member] | Share Exchange Agreement [Member] | Former Shareholder [Member]        
IfrsStatementLineItems [Line Items]        
Ownership interest     100.00%  
Number of common stock issued     7,920,000  
Zigi Carmel Initiatives and Investments Ltd. [member] | Share Exchange Agreement [Member] | Former Shareholder [Member] | Post Reverse Split [Member]        
IfrsStatementLineItems [Line Items]        
Number of common stock issued     41,684  
v3.24.1.1.u2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND USE OF ESTIMATES AND JUDGMENTS (Details Narrative) - Beyond Solutions Ltd. [Member] - Share Exchange Agreement [Member]
Mar. 31, 2024
Mar. 29, 2021
IfrsStatementLineItems [Line Items]    
Ownership interest   74.00%
Related parties [member]    
IfrsStatementLineItems [Line Items]    
Ownership interest 24.00%  
v3.24.1.1.u2
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIALS STATEMENT (Details Narrative)
Dec. 31, 2022
CAD ($)
Restatement Of Previously Issued Financials Statement  
Decrease to property and equipment $ 987,006
Increase to intangible assets $ 987,006
v3.24.1.1.u2
SCHEDULE OF CONTINGENT CONSIDERATION (Details) - Zigi Carmel Initiatives and Investments Ltd. [member]
Sep. 22, 2022
CAD ($)
IfrsStatementLineItems [Line Items]  
Value allocated to shares issued 7,920,000 shares (41,684 common shares post reverse split) at $5.40 per share $ 42,768,000
Investments 137,811
Intangible asset – patents pending 42,768,000
Shareholder loan (137,811)
Fair value of assets and liabilities $ 42,768,000
v3.24.1.1.u2
SCHEDULE OF CONTINGENT CONSIDERATION (Details) (Parenthetical) - Zigi Carmel Initiatives and Investments Ltd. [member] - Former Shareholder [Member]
Sep. 22, 2022
shares
$ / shares
IfrsStatementLineItems [Line Items]  
Number of common stock issued 7,920,000
Post Reverse Split [Member]  
IfrsStatementLineItems [Line Items]  
Number of common stock issued 41,684
Share Exchange Agreement [Member]  
IfrsStatementLineItems [Line Items]  
Number of common stock issued 7,920,000
Share Exchange Agreement [Member] | Post Reverse Split [Member]  
IfrsStatementLineItems [Line Items]  
Number of common stock issued 41,684
Share price | $ / shares $ 5.40
v3.24.1.1.u2
SCHEDULE OF ACCOUNTS RECEIVABLE (Details) - CAD ($)
Mar. 31, 2024
Dec. 31, 2023
Notes and other explanatory information [abstract]    
Trades receivables $ 136,455 $ 119,094
Income tax advances 30,748 52,003
Interest receivable 35,810 17,494
Due from shareholders 873 843
Accounts receivable $ 203,886 $ 189,434
v3.24.1.1.u2
ACQUISITIONS (Details Narrative) - Zigi Carmel Initiatives and Investments Ltd. [member] - Former Shareholder [Member]
Sep. 22, 2022
shares
IfrsStatementLineItems [Line Items]  
Number of instruments or interests issued or issuable 7,920,000
Post Reverse Split [Member]  
IfrsStatementLineItems [Line Items]  
Number of instruments or interests issued or issuable 41,684
Share Exchange Agreement [Member]  
IfrsStatementLineItems [Line Items]  
Percentage of voting equity interests acquired 100.00%
Number of instruments or interests issued or issuable 7,920,000
Share Exchange Agreement [Member] | Post Reverse Split [Member]  
IfrsStatementLineItems [Line Items]  
Number of instruments or interests issued or issuable 41,684
v3.24.1.1.u2
SCHEDULE OF PATENTS INCLUDE THE FAIR VALUE ATTRIBUTED TO THE PATENTS UPON THE ACQUISITION (Details) - Gross carrying amount [member] - CAD ($)
 3 Months Ended 12 Months Ended
Mar. 31, 2024
Dec. 31, 2023
IfrsStatementLineItems [Line Items]    
Cost, beginning balance $ 33,544,341 $ 1,300,429
Additions 43,871,579
Impairments  
Translation differences (32,385)
Cost, ending balance   33,544,341
Accumulated amortization, beginning balance 81,238 81,406
Depreciation (168)
Accumulated amortization, ending balance 81,238 81,238
Intangible assets, ending balance 33,463,103 33,463,103
Computer software [member]    
IfrsStatementLineItems [Line Items]    
Cost, beginning balance [1] 81,238 2,301,580
Additions [1] 366,325
Impairments [1]   (2,478,491)
Translation differences [1] (108,176)
Cost, ending balance [1] 81,238 81,238
Accumulated amortization, beginning balance [1] 81,238
Depreciation [1] 81,406
Translation differences [1]   (168)
Accumulated amortization, ending balance [1] 81,238 81,238
Intangible assets, ending balance [1]
Licences [member]    
IfrsStatementLineItems [Line Items]    
Cost, beginning balance 850,000
Additions
Impairments   (850,000)
Translation differences
Cost, ending balance
Accumulated amortization, beginning balance
Depreciation
Accumulated amortization, ending balance
Intangible assets, ending balance
Patent [Member]    
IfrsStatementLineItems [Line Items]    
Cost, beginning balance 33,463,103 42,961,382
Additions
Impairments   (9,498,279)
Translation differences
Cost, ending balance 33,463,103 33,463,103
Accumulated amortization, beginning balance
Depreciation
Accumulated amortization, ending balance
Intangible assets, ending balance $ 33,463,103 $ 33,463,103
[1] Reclassified software development costs from Capital Work in Progress (Note 7) to Intangible Assets – Software (See Note 3)
v3.24.1.1.u2
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - CAD ($)
 3 Months Ended 12 Months Ended
Mar. 31, 2024
Dec. 31, 2023
IfrsStatementLineItems [Line Items]    
Cost, beginning balance $ 238,411 $ 571,299
Additions 8,407
Impairments   (315,711)
Translation differences 2,327 (25,584)
Disposals  
Cost, ending balance 240,738 238,411
Accumulated amortization, beginning balance 228,886 227,291
Depreciation 2,551 13,446
Translation differences 2,268 (11,851)
Accumulated amortization, ending balance 233,705 228,886
Property, plant and equipment, net 7,033 9,525
Computer equipment [member]    
IfrsStatementLineItems [Line Items]    
Cost, beginning balance 34,164 29,019
Additions 6,664
Impairments  
Translation differences 302 (1,519)
Disposals  
Cost, ending balance 34,466 34,164
Accumulated amortization, beginning balance 28,321 27,588
Depreciation 829 2,172
Translation differences 276 (1,439)
Accumulated amortization, ending balance 29,426 28,321
Property, plant and equipment, net 5,040 5,843
Vehicles [member]    
IfrsStatementLineItems [Line Items]    
Cost, beginning balance 171,633 181,052
Additions
Impairments  
Translation differences 1,701 (9,419)
Disposals  
Cost, ending balance 173,334 171,633
Accumulated amortization, beginning balance 170,073 169,535
Depreciation 1,571 9,377
Translation differences 1,690 (8,839)
Accumulated amortization, ending balance 173,334 170,073
Property, plant and equipment, net 1,560
Furniture and equipment [member]    
IfrsStatementLineItems [Line Items]    
Cost, beginning balance 32,614 33,310
Additions 1,039
Impairments  
Translation differences 324 (1,735)
Disposals  
Cost, ending balance 32,938 32,614
Accumulated amortization, beginning balance 30,492 30,168
Depreciation 151 1,897
Translation differences 302 (1,573)
Accumulated amortization, ending balance 30,945 30,492
Property, plant and equipment, net 1,993 2,122
Capital work in progress [member]    
IfrsStatementLineItems [Line Items]    
Cost, beginning balance [1] 327,918
Additions [1] 704
Impairments [1]   (315,711)
Translation differences [1] (12,911)
Disposals [1]  
Cost, ending balance [1]
Accumulated amortization, beginning balance [1]
Depreciation [1]
Translation differences [1]
Accumulated amortization, ending balance [1]
Property, plant and equipment, net [1]
[1] Reclassified software development costs from Capital Work in Progress to Intangible Assets (Note 6) – Software (See Note 3)
v3.24.1.1.u2
INTANGIBLE ASSETS (Details Narrative)
Mar. 31, 2024
CAD ($)
Notes and other explanatory information [abstract]  
Transaction and other costs $ 193,382
v3.24.1.1.u2
SCHEDULE OF TRADE PAYABLES AND ACCRUED LIABILITIES (Details) - CAD ($)
Mar. 31, 2024
Dec. 31, 2023
Notes and other explanatory information [abstract]    
Trades payables $ 298,180 $ 157,705
VAT, income and dividend taxes payable 9,895 28,027
Salaries payable 54,595 72,783
Trade payables and accrued liabilities $ 362,670 $ 258,515
v3.24.1.1.u2
SCHEDULE OF RELATED PARTY TRANSACTIONS (Details) - CAD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
IfrsStatementLineItems [Line Items]    
share based payments $ 53,567 $ 44,441
Total 461,271 211,189
Cost of sales [member]    
IfrsStatementLineItems [Line Items]    
salary (general and administrative expenses) 122,910 20,498
Research and Development [Member]    
IfrsStatementLineItems [Line Items]    
consulting (professional fees) 30,488
Professional Fees [Member]    
IfrsStatementLineItems [Line Items]    
consulting (professional fees) 40,963
Selling, general and administrative expense [member]    
IfrsStatementLineItems [Line Items]    
salary (general and administrative expenses) $ 213,343 $ 146,250
v3.24.1.1.u2
PROPERTY AND EQUIPMENT (Details Narrative) - CAD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
IfrsStatementLineItems [Line Items]    
Depreciation expense $ 2,227 $ 3,032
Computer equipment [member]    
IfrsStatementLineItems [Line Items]    
Depreciation expense $ 324 $ 363
v3.24.1.1.u2
RELATED PARTY TRANSACTIONS BALANCES (Details Narrative) - CAD ($)
Mar. 31, 2024
Dec. 31, 2023
Notes and other explanatory information [abstract]    
Amounts receivable, related party transactions $ 873 $ 843
Amounts payable, related party transactions $ 364,843 $ 450,048
v3.24.1.1.u2
SCHEDULE OF LONG TERM LOAN (Details) - CAD ($)
 3 Months Ended 12 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Notes and other explanatory information [abstract]    
Balance, opening $ 85,107 $ 135,971
Repayments (11,621) (43,350)
Interest expense, accrued 613 3,333
Translation difference 244 (8,847)
Balance, ending 74,343 85,107
Long term loan – current portion 47,509 46,680
Long term loan $ 26,834 $ 38,427
v3.24.1.1.u2
SCHEDULE OF UNDISCOUNTED REPAYMENTS (Details) - CAD ($)
Mar. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Notes and other explanatory information [abstract]      
December 31, 2024 $ 35,493    
December 31, 2025 38,850    
Total $ 74,343 $ 85,107 $ 135,971
v3.24.1.1.u2
LONG TERM LOAN (Details Narrative)
 12 Months Ended
Dec. 31, 2020
CAD ($)
Dec. 31, 2020
ILS (₪)
Notes and other explanatory information [abstract]    
Principal amount $ 184,352 ₪ 500,000
Interest rate 3.14% 3.14%
Borrowings maturity, description September 18, 2025  
Secured bank loans received $ 9,218 ₪ 25,000
v3.24.1.1.u2
DERIVATIVE WARRANTS LIABILITIES (Details Narrative) - CAD ($)
 3 Months Ended
Mar. 27, 2024
Mar. 15, 2024
Mar. 14, 2024
Dec. 21, 2023
Mar. 31, 2024
Mar. 31, 2023
Disclosure of maturity analysis for derivative financial liabilities [line items]            
Warrants issued       2,884,616    
[custom:StockholdersEquityReverseStockSplitDescription] 1:190 reverse stock split one (1) for one hundred ninety (190) reverse stock split        
Change in fair value of derivative warrants liabilities         $ 28,977,934
December 2023 Warrants [Member]            
Disclosure of maturity analysis for derivative financial liabilities [line items]            
Exercise price of warrants $ 1.3643          
Conversion of warrants into common stock price per share 72.42          
Series A Warrants [Member]            
Disclosure of maturity analysis for derivative financial liabilities [line items]            
Warrants issued     134,166,665      
Series B Warrants [Member]            
Disclosure of maturity analysis for derivative financial liabilities [line items]            
Warrants issued     268,333,330      
April 2024 A Warrants and B Warrants [Member]            
Disclosure of maturity analysis for derivative financial liabilities [line items]            
Exercise price of warrants 1.3643          
April 2024 B Warrants [Member]            
Disclosure of maturity analysis for derivative financial liabilities [line items]            
Conversion of warrants into common stock price per share $ 14.21          
Post Reverse Split [Member]            
Disclosure of maturity analysis for derivative financial liabilities [line items]            
Warrants issued       15,182    
Exercise price of warrants       $ 98.8    
Post Reverse Split [Member] | Series A Warrants [Member]            
Disclosure of maturity analysis for derivative financial liabilities [line items]            
Warrants issued     706,140      
Post Reverse Split [Member] | Series B Warrants [Member]            
Disclosure of maturity analysis for derivative financial liabilities [line items]            
Warrants issued     1,412,280      
v3.24.1.1.u2
SCHEDULE OF DERIVATIVE WARRANT LIABILITY (Details) - $ / shares
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
IfrsStatementLineItems [Line Items]    
Share Price $ 0.57 $ 1.61
Risk free interest rate 3.40% 3.76%
Expected dividend 0.00% 0.00%
Expected volatility 108.75% 100.64%
Derivative Warrant Liability [Member]    
IfrsStatementLineItems [Line Items]    
Share Price $ 1.4  
Risk free interest rate 4.23%  
Expected dividend 0.00%  
Expected volatility 80.00%  
Early exercise threshold $ 2.05  
Derivative Warrant Liability [Member] | Bottom of range [member]    
IfrsStatementLineItems [Line Items]    
Exercise Price  
Expected life 2 years 5 months 12 days  
Derivative Warrant Liability [Member] | Top of range [member]    
IfrsStatementLineItems [Line Items]    
Exercise Price $ 0.35  
Expected life 4 years 11 months 12 days  
v3.24.1.1.u2
SCHEDULE OF CHANGES IN THE WARRANT LIABILITY (Details)
 3 Months Ended
Mar. 31, 2024
CAD ($)
Derivative Warrants Liabilities  
Balance as of December 31, 2023 $ 958,146
Issuance of March 2024 warrants 35,921,315
Changes in fair value of warrants 507,165
Balance as of March 31, 2024 $ 37,386,626
v3.24.1.1.u2
SCHEDULE OF PLAN ASSET (LIABILITY) (Details) - CAD ($)
Mar. 31, 2024
Dec. 31, 2023
Notes and other explanatory information [abstract]    
Defined benefit plan liabilities $ (94,964) $ (91,533)
Less: fair value of plan assets or asset ceiling
Total $ (94,964) $ (91,533)
v3.24.1.1.u2
SCHEDULE OF CHANGE IN THE PRESENT VALUE OF THE DEFINED BENEFIT PLAN LIABILITY (Details) - CAD ($)
 3 Months Ended 12 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Notes and other explanatory information [abstract]    
Balance, opening $ (91,533) $ (86,016)
Interest costs (1,166) (4,638)
Current service cost (1,473) (5,860)
Actuary loss for change of assumptions 122 485
Translation differences (914) 4,496
Balance, ending $ (94,964) $ (91,533)
v3.24.1.1.u2
SCHEDULE OF MAJOR ASSUMPTIONS IN DETERMINING THE DEFINED BENEFITS PLAN LIABILITY (Details)
Mar. 31, 2024
Dec. 31, 2023
Notes and other explanatory information [abstract]    
Capitalization rate 3.15% 3.15%
Salary growth rate 0.00% 0.00%
Retirement rate 5.00% 5.00%
v3.24.1.1.u2
SCHEDULE OF STOCK OPTIONS OUTSTANDING (Details)
 3 Months Ended 12 Months Ended
Mar. 31, 2024
shares
$ / shares
Dec. 31, 2023
shares
$ / shares
IfrsStatementLineItems [Line Items]    
Number of Options, Outstanding, Beginning | shares    
Weighted average exercise price, beginning | $ / shares    
Number of Options, Outstanding, Ending | shares 4,210  
Weighted average exercise price, ending | $ / shares $ 139.67  
Number of Options, Exercisable, Ending | shares 2,631  
Weighted average exercise price, Exercisable, ending | $ / shares $ 141.9  
Share options [member]    
IfrsStatementLineItems [Line Items]    
Number of Options, Outstanding, Beginning | shares 3,763 3,237
Weighted average exercise price, beginning | $ / shares $ 286.9 $ 267.9
Granted during the period | shares 3,421 526
Weighted average exercise price, granted | $ / shares $ 100.7 $ 402.8
Exercised during the period | shares  
Weighted average exercise price, exercised | $ / shares  
Cancelled during the period | shares (2,974)  
Weighted average exercise price, cancelled | $ / shares $ 320.6  
Number of Options, Outstanding, Ending | shares 4,210 3,763
Weighted average exercise price, ending | $ / shares $ 139.7 $ 286.9
Number of Options, Exercisable, Ending | shares 2,631  
Weighted average exercise price, Exercisable, ending | $ / shares $ 141.9  
v3.24.1.1.u2
SCHEDULE OF ADDITIONAL STOCK OPTIONS OUTSTANDING (Details)
 3 Months Ended
Mar. 31, 2024
shares
$ / shares
IfrsStatementLineItems [Line Items]  
Number of stock options outstanding | shares 4,210
Weighted average remaining contractual life (years) 4 years 3 months 7 days
Weighted average exercise price | $ / shares $ 139.67
Number of stock options exercisable | shares 2,631
Weighted average exercise price exercisable | $ / shares $ 141.9
Stock Options One [Member]  
IfrsStatementLineItems [Line Items]  
Number of stock options outstanding | shares 789
Weighted average remaining contractual life (years) 2 years
Weighted average exercise price | $ / shares $ 155.8
Number of stock options exercisable | shares 789
Weighted average exercise price exercisable | $ / shares $ 155.8
Stock Options Two [Member]  
IfrsStatementLineItems [Line Items]  
Number of stock options outstanding | shares 3,421
Weighted average remaining contractual life (years) 4 years 9 months 14 days
Weighted average exercise price | $ / shares $ 135.9
Number of stock options exercisable | shares 1,842
Weighted average exercise price exercisable | $ / shares $ 135.9
v3.24.1.1.u2
SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS (Details) - $ / shares
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Weighted average fair value of options granted $ 0.57 $ 1.61
Risk free interest rate 3.40% 3.76%
Estimated life (in years) 5 years 5 years
Expected volatility 108.75% 100.64%
Expected dividend yield 0.00% 0.00%
v3.24.1.1.u2
SHARE CAPITAL (Details Narrative)
$ / shares in Units, $ / shares in Units, $ in Millions
 3 Months Ended
Mar. 14, 2024
USD ($)
$ / shares
shares
Mar. 05, 2024
shares
Feb. 05, 2024
shares
Jan. 16, 2024
shares
Jan. 16, 2024
shares
Jan. 10, 2024
shares
Jan. 04, 2024
CAD ($)
$ / shares
shares
Mar. 31, 2024
CAD ($)
shares
Mar. 31, 2023
CAD ($)
Jan. 03, 2023
shares
IfrsStatementLineItems [Line Items]                    
Number of shares issued 116,666,667             3,245,069    
Number of shares outstanding               3,245,069    
Par value | $ / shares $ 0.06                  
Compensation amount | $               $ 7,450,546  
Gross proceeds | $ $ 7.0                  
Description of maximum term of options granted for share-based payment arrangement               may not exceed a term of five years    
Ordinary shares [member]                    
IfrsStatementLineItems [Line Items]                    
Number of shares issued               364,813    
Pre Funded Warrants [Member]                    
IfrsStatementLineItems [Line Items]                    
Number of shares issued               249,296    
Series A Warrants [Member]                    
IfrsStatementLineItems [Line Items]                    
Number of shares issued               2,406,902    
Post Reverse Split [Member]                    
IfrsStatementLineItems [Line Items]                    
Number of shares issued 614,109                  
Number of stock options, granted         650,000          
Number of stock options exercised         3,421          
Post Reverse Split [Member] | On the date [member)                    
IfrsStatementLineItems [Line Items]                    
Number of stock options exercised         789          
Number of stock options, vested         150,000          
Post Reverse Split [Member] | Every month [member]                    
IfrsStatementLineItems [Line Items]                    
Number of stock options exercised         526          
Number of stock options, vested         100,000          
Two Directors [Member]                    
IfrsStatementLineItems [Line Items]                    
Number of shares issued             17,915     6,727
Par value | $ / shares             $ 2.99      
Compensation amount | $             $ 53,568      
Two Directors [Member] | Post Reverse Split [Member]                    
IfrsStatementLineItems [Line Items]                    
Number of shares issued             94     35
Five Directors [Member]                    
IfrsStatementLineItems [Line Items]                    
Number of shares issued           410,000        
Vesting description           the RSUs will vest over 4 months and a day.        
Five Directors [Member] | Post Reverse Split [Member]                    
IfrsStatementLineItems [Line Items]                    
Number of shares issued           2,158        
Consultant [Member]                    
IfrsStatementLineItems [Line Items]                    
Vesting description   the RSUs will vest over 4 months and a day. the RSUs will vest over 4 months and a day. the RSUs will vest over 4 months and a day.            
Number of stock options, granted   60,083 39,753 60,000            
Consultant [Member] | Post Reverse Split [Member]                    
IfrsStatementLineItems [Line Items]                    
Number of stock options, granted   316 209 316            
Four directors [member]                    
IfrsStatementLineItems [Line Items]                    
Number of stock options exercised           565,000        
Four directors [member] | Post Reverse Split [Member]                    
IfrsStatementLineItems [Line Items]                    
Number of stock options exercised           2,974        
v3.24.1.1.u2
SCHEDULE OF REVENUE FROM SOURCES (Details) - CAD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
IfrsStatementLineItems [Line Items]    
Revenue $ 308,968 $ 420,635
Others 2,462 1,627
Software Development Revenue [Member]    
IfrsStatementLineItems [Line Items]    
Revenue 245,306 190,702
Software Licensing Revenue [Member]    
IfrsStatementLineItems [Line Items]    
Revenue 37,806 203,187
Software Support Revenue [Member]    
IfrsStatementLineItems [Line Items]    
Revenue 12,639 14,109
Cloud Hosting Revenue [Member]    
IfrsStatementLineItems [Line Items]    
Revenue $ 10,755 $ 11,010
v3.24.1.1.u2
SCHEDULE OF REVENUE UNDER TIMING (Details) - CAD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
IfrsStatementLineItems [Line Items]    
Revenue $ 308,968 $ 420,635
Revenue Transferred Over Time [Member]    
IfrsStatementLineItems [Line Items]    
Revenue 271,162 217,448
Revenue Transferred at Point in Time [Member]    
IfrsStatementLineItems [Line Items]    
Revenue $ 37,806 $ 203,187
v3.24.1.1.u2
SCHEDULE OF DEFERRED REVENUE (Details) - CAD ($)
 3 Months Ended 12 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Notes and other explanatory information [abstract]    
Deferred revenue, beginning $ 131,794 $ 219,068
Customer payments received attributable to contract liabilities for unearned revenue 5,632 158,711
Revenue recognized from fulfilling contract liabilities 37,765 245,985
Deferred revenue, ending $ 99,661 $ 131,794
v3.24.1.1.u2
SCHEDULE OF COST OF REVENUE (Details) - CAD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Notes and other explanatory information [abstract]    
Salaries and benefits $ 194,477 $ 90,533
Subcontractors 35,823
Software and other 12,394 12,796
Depreciation 324 363
Cost of revenue $ 243,018 $ 103,692
v3.24.1.1.u2
REVENUE AND DEFERRED REVENUE (Details Narrative)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Customer one [member]    
IfrsStatementLineItems [Line Items]    
Revenue percentage 66.00% 91.00%
v3.24.1.1.u2
SUBSEQUENT EVENTS (Details Narrative)
 1 Months Ended 3 Months Ended
Apr. 05, 2024
CAD ($)
shares
Jan. 04, 2024
CAD ($)
shares
May 15, 2024
CAD ($)
shares
Mar. 31, 2024
CAD ($)
shares
Mar. 31, 2023
CAD ($)
Apr. 09, 2024
shares
Apr. 08, 2024
shares
Mar. 14, 2024
shares
Jan. 03, 2023
shares
IfrsStatementLineItems [Line Items]                  
Number of shares issued       3,245,069       116,666,667  
Compensation amount | $       $ 7,450,546        
Series A Warrants [Member]                  
IfrsStatementLineItems [Line Items]                  
Number of shares issued       2,406,902          
Events occurring after reporting date [member] | Series A Warrants [Member]                  
IfrsStatementLineItems [Line Items]                  
Number of shares issued     4,567,282            
Number of share options exercised in share-based payment arrangement     4,533,482            
Events occurring after reporting date [member] | Series B Warrants [Member]                  
IfrsStatementLineItems [Line Items]                  
Number of share options exercised in share-based payment arrangement     33,800            
Proceeds from exercise of options | $     $ 46,113            
Two Directors [Member]                  
IfrsStatementLineItems [Line Items]                  
Number of shares issued   17,915             6,727
Compensation amount | $   $ 53,568              
Two Directors [Member] | Events occurring after reporting date [member]                  
IfrsStatementLineItems [Line Items]                  
Number of shares issued 95                
Compensation amount | $ $ 53,567                
Director And Consultant [Member] | Events occurring after reporting date [member]                  
IfrsStatementLineItems [Line Items]                  
Number of shares issued             1,180,000    
Consultant [Member] | Events occurring after reporting date [member]                  
IfrsStatementLineItems [Line Items]                  
Number of shares issued           100,000      
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