6-K

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)

7000Akko Road

KiryatMotzkin

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<br> 20-F ☒	Form<br> 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<br> Ben Yaackov
Title:	Chief<br> Executive Officer

| 3 |

| --- |

---

Exhibit99.1

---

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<br> at	Notes	March 31, 2024			December<br> 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<br> Assets		$	42,936,744		$	36,801,368
Liabilities<br> and Shareholders’ Equity
Liabilities
Trade<br> 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 –<br> 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<br> benefits	12		94,964			91,533
Total<br> 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<br> benefit plan	12		13,886			13,764
Accumulated Deficit			(55,287,567	)		(25,312,169	)
Total Shareholders’<br> equity		$	4,553,637		$	34,826,225
Total<br> Liabilities and Shareholders’ Equity		$	42,936,744		$	36,801,368

Natureof operations and going concern (Note 1)

**Subsequentevents (**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<br> the three months ended	Notes	March 31, 2024			March 31, 2023
Revenue	14	$	308,968		$	420,635
Cost<br> 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<br> fees			632,078			676,867
Total operating expense			1,716,498			965,304
Loss before<br> other income (expense)		$	(1,650,548	)	$	(648,361	)
Other income (expense)
Change<br>in fair value of derivative warrants liabilities	11		(28,977,934	)		-
Foreign exchange gain (loss)			5,095			(53,778	)
Finance<br>income (expenses), net			13,743			(5,381	)
Other operating income (expense)			(28,959,096	)		(59,159	)
Loss before<br> tax		$	(30,609,644	)	$	(707,520	)
Tax<br> expense			(7,673	)		(32,913	)
Loss<br> for the period		$	(30,617,317	)	$	(740,433	)
Other comprehensive<br> income (loss)
Items<br> that may be reclassified to profit or loss
Exchange<br>differences on translation of foreign operations		$	(18,830	)	$	(15,451	)
Remeasurement<br> of a defined benefit plan, net			122			946
Other<br> comprehensive income (loss) for the period		$	(18,708	)	$	(14,505	)
Total<br> comprehensive loss		$	(30,636,025	)	$	(754,938	)
loss<br> per share – basic and diluted*		$	(67.59	)	$	(3.71	)
Weighted<br> average shares outstanding – basic and diluted			452,981			199,434
*	Adjusted to reflect one (1) for one hundred<br> 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<br> of shares*		Share<br> capital		Shares<br> to be issued		Share<br> purchase warrants reserve	Translation<br> differences reserve		Share-based<br> payment reserve		Capital<br> reserve for re-measurement<br> of defined benefit plan	Accumulated<br> Deficit		Total
Balance at January<br> 1, 2023		199,400												)
Loss for the period		-												)		)
Shares issued for services		35				)
Share-based payments		-
Shares to be issued for services		-
Other<br> comprehensive loss for the period		-							)							)
Balance<br> at March 31, 2023		199,435												)
Balance at January<br> 1, 2024		223,964							)					)
Balance		223,964							)					)
Cancellation of stock options		-									)
Shares, pre-funded warrants<br> and warrants issued for cash, net		3,021,011
Allocation to derivative warrants<br> liabilities		-		)												)
Loss for the period		-												)		)
Shares issued for services		94				)
Share-based payments		-
Shares to be issued for services		-
Other<br> comprehensive loss for the period		-							)							)
Balance<br> at March 31, 2024		3,245,069							)					)
Balance		3,245,069							)					)

All values are in US Dollars.

*	Adjusted to reflect one (1) for one hundred<br> 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<br> at	March<br> 31, 2024			March<br> 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<br> derivative warrants liabilities		28,977,934			-
Shares issued for services		53,567			41,875
Unrealized foreign exchange<br> loss (gain)		(117,661	)		76,562
Changes in non-cash working capital items:
Accounts receivables		(14,452	)		90,419
Trade payables and accrued<br> liabilities		104,155			(58,691	)
Deferred revenue		(32,133	)		(200,907	)
Prepaid expenses		(65,282	)		174,961
Related<br> parties		(85,205	)		-
Net<br> cash used in operating activities		(1,479,807	)		(609,557	)
Investing activities:
Purchase of property and equipment		-			(860	)
Investment in intangible<br> assets		-			(107,434	)
Net<br> cash used in investing activities		-			(108,294	)
Financing activities:
Proceeds from public offering, net		7,450,546			-
Proceeds (repayment<br> of) from long term loan		(11,621	)		(11,709	)
Net<br> cash provided by (used in) financing activities		7,438,925			(11,709	)
Net Increase (Decrease)<br> in cash	$	5,959,118		$	(729,560	)
Effect of foreign exchange<br> rate changes on cash		99,016			(34,071	)
Cash<br> at beginning of period		3,113,934			2,392,871
Cash<br> at end of period	$	9,172,068		$	1,629,240
Supplemental disclosure<br> 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 11^th^ 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.

Reversestock 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.

Warin 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)

NOTE1 – 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)

NOTE2 – 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.

Incometaxes

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.

Usefullives 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)

NOTE2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND USE OF ESTIMATES AND JUDGMENTS (continued)

e. Significant estimates and assumptions (continued)

Convertibledebentures

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

---

Acquisitionof 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:

SCHEDULE OF CONTINGENT CONSIDERATION

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

All values are in US Dollars.

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

SCHEDULE OF ACCOUNTS RECEIVABLE

	March 31, 2024		December<br> 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.

SCHEDULE OF PATENTS INCLUDE THE FAIR VALUE ATTRIBUTED TO THE PATENTS UPON THE ACQUISITION

	Software*			License			Patent<br><br> <br>applications<br><br> <br>and<br><br> <br>technological<br><br> <br>know<br> 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<br> December 31, 2023	$	-		$	-			33,463,103		$	33,463,103
At<br> March 31, 2024	$	-		$	-			33,463,103		$	33,463,103

---

*	Reclassified software development<br>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

SCHEDULE OF PROPERTY AND EQUIPMENT

	Computers<br><br> <br>&<br> Equipment			Vehicles			Furniture &<br><br> <br><br><br> <br><br><br> <br>Equipment			Capital<br><br> <br>Work<br> In<br><br> <br>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,<br> 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,<br> March 31, 2024	$	29,426		$	173,334		$	30,945			-		$	233,705
Net book value
At<br> December 31, 2023	$	5,843		$	1,560		$	2,122		$	-		$	9,525
At<br> March 31, 2024	$	5,040		$	-		$	1,993		$	-		$	7,033
*	Reclassified software development<br>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

SCHEDULE OF TRADE PAYABLES AND ACCRUED LIABILITIES

	March<br> 31, 2024		December<br> 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<br> 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:

SCHEDULE OF RELATED PARTY TRANSACTIONS

	March<br> 31, 2024		March<br> 31, 2023
salary (cost<br> of sales)		122,910		20,498
consulting (research<br> and development)		30,488		-
consulting (professional<br> fees)		40,963		-
share based payments		53,567		44,441
salary (general and<br> 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:

SCHEDULE OF LONG TERM LOAN

	March 31, 2024			December 31, 2023
Balance,<br> 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<br> 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)

NOTE10 – LONG TERM LOAN (continued)

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

SCHEDULE

OF UNDISCOUNTED REPAYMENTS

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

NOTE11 – DERIVATIVE WARRANTS LIABILITIES (continued)

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

SCHEDULE OF DERIVATIVE WARRANT LIABILITY

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

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

SCHEDULE OF CHANGES IN THE WARRANT LIABILITY

Balance as of December 31, 2023	$	958,146
Issuance of March 2024 warrants		35,921,315
Changes in fair value<br> of warrants		507,165
Balance as of March<br> 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.

Planassets (liability)

---

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

SCHEDULE OF PLAN ASSET (LIABILITY)

	March<br> 31, 2024			December<br> 31, 2023
Defined benefit plan liabilities	$	(94,964	)	$	(91,533	)
Less: fair value of<br> 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)

Changesin 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:

SCHEDULE OF CHANGE IN THE PRESENT VALUE OF THE DEFINED BENEFIT PLAN LIABILITY

	March<br> 31, 2024			December<br> 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.

Majorassumptions 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):

SCHEDULE OF MAJOR ASSUMPTIONS IN DETERMINING THE DEFINED BENEFITS PLAN LIABILITY

	March<br> 31, 2024			December<br> 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.

Duringthe 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)

NOTE13 – 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.

Duringthe 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.

Stockoptions

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:

SCHEDULE OF STOCK OPTIONS OUTSTANDING

	Number<br> of<br><br> <br>Options			Weighted<br> Average<br><br> <br>Exercise<br> Price
Outstanding<br> at January 1, 2023		3,237			267.9
Granted during the period		526			402.8
Exercised during the<br> period		-			-
Outstanding at December 31, 2023		3,763		$	286.9
Granted during the period		3,421			100.7
Cancelled during the<br> period		(2,974	)		320.6
Outstanding at March<br> 31, 2024		4,210			139.7
Exercisable at March<br> 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)

NOTE13 – SHARE CAPITAL (continued)

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

SCHEDULE OF ADDITIONAL STOCK OPTIONS OUTSTANDING

Outstanding				Exercisable
Number<br> of<br><br> <br>stock<br> options		Weighted<br> <br>average <br>remaining <br>contractual <br>life (years)		Weighted<br> <br>Average <br>Exercise Price		Number<br> of <br>stock options		Weighted<br> <br>Average <br>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:

SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS

	2024			2023
Weighted<br> 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

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

---

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

SCHEDULE OF REVENUE UNDER TIMING

	March<br> 31, 2024		March<br> 31, 2023
Revenue recognized over time	$	271,162	$	217,448
Revenue recognized at<br> 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)

NOTE14 – 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:

SCHEDULE OF DEFERRED REVENUE

	March<br> 31, 2024		December<br> 31, 2023
Deferred revenue, beginning	$	131,794	$	219,068
Customer payments received attributable to<br> contract liabilities for unearned revenue		5,632		158,711
Revenue recognized from<br> 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:

SCHEDULE OF COST OF REVENUE

	March<br> 31, 2024		March<br> 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 - |

| --- |

---

Exhibit99.2

---

BYNDCANNASOFT ENTERPRISES INC.

---

MANAGEMENT’SDISCUSSION 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.

---

CAUTIONARYNOTE 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”.

---

GOINGCONCERN

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”).

DESCRIPTIONOF BUSINESS

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

RecentDevelopments

●	On<br> March 22, 2024, the Company effected a 1-for-190 reverse stock split of its outstanding common shares (the “Common Shares”).
●	As<br> of the close of trading on March 14, 2024, the Common Shares were voluntarily delisted from the<br> Canadian Securities Exchange (“CSE”). The delisting from the CSE will not affect the Company’s listing on<br> the NASDAQ Capital Market (the “NASDAQ”). The Common Shares will continue to trade on the NASDAQ under the symbol<br> “BCAN”.
●	On<br> March 14, 2024, the Company announced the closing of a firm commitment underwritten U.S. public offering with gross proceeds to the<br> Company of approximately US$7,000,000, before deducting underwriting discounts and other estimated expenses payable by the Company.<br> 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<br> 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<br> “A Warrants”), and (d) 32,333,334 (or 170,176 post reverse split) B warrants to purchase one common share (the “B<br> Warrants”). All pre-funded warrants were exercised. To date, 6,940,384 A Warrants have been exercised on a cashless<br> 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,<br> the Company intends to use the net proceeds from this offering primarily for product design and manufacturing of the EZ-G Device,<br> sales and marketing campaigns, patent prosecution ,working capital and development of additional products based on the Company’s<br> technology and identification and acquisition of Cannabis companies with a focus on the CBD sector as an alternative to building<br> growing cannabis farms.
●	On<br> December 21, 2023, the Company closed a registered direct public offering of 2,884,616 units (15,182 units post reverse split) at<br> a price of US$0.52 per unit, each consisting of one Common Share and one Common Share purchase warrant entitling the holder thereof<br> 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,<br> before deducting underwriting discounts and other estimated expenses paid by the Company in the amount of $319,464, for net proceeds<br> of $1,677,186.
●	On<br> November 16, 2023, the Company’s wholly owned subsidiary, BYND - Beyond Solutions Ltd., submitted to the Israel Innovation<br> 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<br> CRM software combined with AI for use by the medical cannabis industry (File number 82745 – Application number 01125047). On<br> December 24, 2023, the Israel Innovation Authority notified the Company that its submission had been rejected due to prioritization<br> of their grants to companies that are more in need.
●	On<br> September 26, 2023, the Company announced that it had signed a non-binding memorandum of understanding with Foria, a plant-based<br> sexual wellness company, outlining plans to form a strategic alliance to collaborate on opportunities available in the fast growing<br> female wellness industry. The alliance plans to integrate Foria’s knowledge and experience in the sexual wellness space, along<br> with the brand’s beloved organic botanical and CBD-based products, with the Company’s patent pending EZ-G Device, which<br> utilizes artificial intelligence (AI) to help address women’s health issues. Foria’s team plans to develop oil capsules<br> designed for use in the EZ-G Device, which leverage proprietary software to regulate the flow of low concentrations of CBD oils,<br> hemp seed oils, and other natural oils into the soft tissues of the female reproductive system. The device is expected to provide<br> users with a personalized experience that meets various needs related to sexual pleasure and potentially address a wide variety of<br> women’s health issues.
---	---
●	On<br> 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<br> Share following the closing of an underwritten public offering with gross proceeds to the Company of $3,424,201, before deducting<br> underwriting discounts and other estimated expenses paid by the Company in the amount of $405,636, for net proceeds of $3,018,565.
●	On<br> February 5, 2023, the Company’s wholly owned subsidiary, Cannasoft Pharma Holdings Ltd., received a contactless business license.<br> This license allows us to engage in the cannabis industry for the purpose of trading and brokering transactions in Israel, importing<br> from abroad, and purchasing and selling cannabis without touching the substance. The contactless license was valid for one year and<br> 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<br> supplier agreement with the Company and the general stage of the medical cannabis market in Israel.
●	On<br> September 22, 2022, the Company completed its acquisition of Zigi Carmel Initiatives and<br> Investments Ltd. (“Zigi Carmel”) in consideration for the issuance to<br> Carmel Zigdon of 7,920,000 Common Shares (41,684 Common Shares post reverse split) and US<br> $100,000 to cover Zigi Carmel’s legal expenses. As part of the closing of the acquisition,<br> Mr. Carmel Zigdon was appointed as a director of the Company.<br><br> <br><br><br> <br>The<br> consideration paid for this acquisition was based on a valuation done by BDO Israel and was calculated based on two previously filed<br> patent applications, the first of which was filed in July 2021.

EZ-GDevice Business

Zigi Carmel is the registered owner the EZ-G Device. According to research^1^ conducted across the globe, treatment with low-concentration CBD oils can relieve candida, dryness, scars, and many other female health issues. Numerous studies^2^ 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<br> the design of the following modules: ergonomic, configuration, concept, industrial design and design for manufacturing;
2.	in<br> the hardware space, developed the mainboard of the device, side board, sensors for humidity, heat and heartbeat;
3.	in<br> the engineering space, performed proof of concept and industrial design inputs;
4.	in<br> the firmware space, developed software design details, system test and configurations;
5.	in<br> the user experience/user interface (“UX/UI”) space, developed the software and application screens, including the application<br> design and characterization;
6.	filed<br> various Patent Cooperation Treaty (“PCT”) applications covering mechanical, system logic, and design aspects of<br> the EZ-G Device; and
7.	filed<br> 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<br> Pump Design - Efficient Resource Monitoring: The EZ-G Device features a miniature pump design with liquid flow capabilities precisely<br> tailored to meet the system’s requirements.
●	Suction<br> Mechanism - Navigating Legal Constraints: In response to legal restrictions and guidance from the patent office, we have developed<br> a unique vacuum mechanism for the device with a peristaltic pump based on an expired 1911 patent.
●	Moisture<br> Detection Sensor - Triple Sensor Synergy: Integrating three sensors—motion, liquid amount, and friction detection—was<br> essential for the development of the moisture detection sensor. Their combination allows us to identify friction in relation to the<br> amount of liquid around the product and enhances its functionality.
●	Pelvic<br> Floor Games- Training for Well-Being: Most women face pelvic floor weakness at some point in their life, causing pain and decrease<br> in libido. We identified existing devices (not combined with vibrators) designed for training and strengthening these muscles, offering<br> a potential solution to enhance users’ quality of life. Creating unique training programs makes strengthening these muscles<br> enjoyable, encouraging users to persist. Additionally, the programs provide feedback on internal muscles, offering a personalized<br> way to track their progress.
---	---
●	Vaginal<br> Pulse Sensor - Innovative Experience Measurement: We recognized that pulse measurement is a valuable way to assess user experience.<br> It also allows us to confirm the fact that the vibrator is inserted into the body. We developed a pulse sensor specifically designed<br> for the vagina - an innovation not previously explored. To validate its effectiveness, we built an experimental model and conducted<br> successful testing with an experimenter. This experiment confirmed the sensor’s suitability for measuring pulse within the<br> vaginal environment, contributing to the product’s ability to gather more information and to assess the user’s experience.
●	Smart<br> Delivery System Potential: The smart delivery system, initially developed here for intimate use, has the potential to extend into<br> other product fields. We identified possibilities in diverse sectors such as cosmetics and sport therapy devices. These areas will<br> require additional research, but we anticipate substantial opportunities for innovation and marketing in these domains.
●	Sphere<br> Development - Elevating UX/UI Experience: Recognizing the smart nature of both the EZ-G Device and its accompanying application in<br> development, that in the future will feature machine learning and AI capabilities, we prioritized creating a high-end UX/UI communication<br> experience. The innovative sphere feature serves as a futuristic element, providing infrastructure preparation for artificial intelligence<br> 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.<br> No.	Filed	Publication<br> No.	Pub.<br> Date	Status/Next<br> action
Patent<br> Cooperation Treaty	SMART<br> ADULT TOY	PCT/IL2023/050016	05/01/2023	WO2023131950	13/07/2023	National<br>Phase due 16.7.2024<br><br> <br>Will<br> be filed in Australia<br><br><br><br>Canada<br><br><br><br>China<br><br><br><br>European Patent Office<br><br><br><br>India<br><br><br><br>Israel<br><br><br><br>Japan<br><br><br><br>New Zealand<br><br><br><br><br> <br>Expiration<br> 20 years from the PCT filing date 1.1.2043
Patent<br> Cooperation Treaty	MEDICAL<br> ADULT TOY	PCT/IL2022/050783	20/07/2022	WO<br> 2023/002485	26/01/2023	National<br> Phase entered<br><br> <br><br><br> <br>Expiration<br> 20 years from the PCT filing date 20/07/2042
United<br> States of America	FEMALE<br> TREATMENT DEVICE	63/562,761	08/03/2024			Application filed:<br><br><br><br>Deadline to file regular applications 8.3.2025
United<br> States of America	MALE<br> TREATMENT DEVICE	63/639,118	26/04/2024			Application filed:<br><br><br><br>Deadline to file regular applications 26.4.2025

Medical Adult Toy national patent applications:

Country	App.<br> No.	Our<br> Ref.	Filed	Publication<br> No.	Pub.<br> Date	Next<br> Renewal	Status/Next<br> action
United<br> States of America	63/223,822	2813834	20/07/2021				Term<br> Ended
Patent<br> Cooperation Treaty	PCT/IL2022/050783	2864079	20/07/2022	WO<br> 2023/002485	26/01/2023		National<br> Phase entered
China	202280050173.7	2994640	20/07/2022				Examination<br> in progress;Office Action due : Jun 23, 2024
Australia	2022314317	2994627	20/07/2022			20/07/2026	Deadline<br> for requesting examination: Jul 20, 2027
Canada	3,221,838	2994630	20/07/2022			20/07/2025	Deadline<br> for requesting examination: Jul 20, 2026
European<br> Patent Office	22845568.9	2994654	20/07/2022	4373454	29/05/2024	[20/07/2042]	Awaiting<br> first Office Action
India	202317083896	2994660	20/07/2022			[20/07/2042]	Awaiting<br> first Office Action
Israel	309183	2994674	20/07/2022			[20/07/2042]	Awaiting<br> first Office Action
Japan	2023-576213	2994680	20/07/2022			[20/07/2042]	Deadline<br> for requesting examination: Jul 20, 2025
Country	App.<br> No.	Our<br> Ref.	Filed	Publication<br> No.	Pub.<br> Date	[Expiry<br> Date]	Status/Next<br> action
---	---	---	---	---	---	---	---
New<br> Zealand	806417	2994690	20/07/2022			[20/07/2042]	Deadline<br> for requesting examination: Jul 20, 2027
Republic<br> of Korea	10-2023-7045274	2994700	20/07/2022	10-2024-0035412	15/03/2024	[20/07/2042]	Deadline<br> for requesting examination: Jul 20, 2025
Singapore	11202309414Q	2994714	20/07/2022			[20/07/2042]	Deadline<br> for requesting examination: Jul 20, 2024
United<br> States of America	18/567,766	2994728	20/07/2022			[20/07/2042]	Examination<br> in progress; Office Action due: Jul 23, 2024

CRMSoftware 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.

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

The functionalities of the New Cannabis CRM Platform include:

●	Real-time<br> monitoring of environmental conditions.
●	Automated<br> control of irrigation and nutrient delivery systems.
●	Tracking<br> of inventory levels and batch traceability.
●	Generation<br> of customizable reports and analytics powered by BI tools.
---	---
●	Integration<br> of AI algorithms for predictive analytics and optimization.
●	Intuitive<br> user interface design for enhanced usability.
●	Seamless<br> 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.

MedicalCannabis 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/

FemaleTechnology (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 year^3^.

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.

^3^This 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

SELECTEDFINANCIAL 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
Loss for the year		)*		)		)**
Loss Per Share – basic and diluted		)		)		)
Total Assets
Non-Current Liabilities
Total Liabilities
Working Capital
Shareholders’ Equity
Number of Common Shares Outstanding at period end (Post reverse split)

All values are in US Dollars.

* 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.

---

RESULTSOF OPERATIONS AND OVERALL PERFORMANCE

---

A.	OVERALL PERFORMANCE
●	Revenues<br> 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<br> revenues from software licenses in the amount of $165,381 partially offset by increased revenues from software development in the<br> amount of $54,604.
---	---
●	For<br> the three-month period ended March 31, 2024, the Company’s gross margin was 21%, as compared to 75% for the same period<br> in 2023.
●	As<br> at March 31, 2024, the Company had a cash balance of $9,172,068 (December 31, 2023: $3,113,934).
●	The<br> Company experienced negative cash flows from operating activities during the three-month period ended March 31, 2024 in the<br> 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<br> warrants liabilities. Cash outlays included general business and administrative expenses, consulting fees, business and product development,<br> and professional fees.
●	The<br> Company decided to record an impairment loss for the year ended December 31, 2023, in the amount of $13,142,481 which includes<br> full impairment of our investment in the planned cannabis growing facility and the intangible assets that are our Initial Authorizations<br> 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<br> 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<br> revenues from software licenses in the amount of $165,381 partially offset by increased revenues from software development in the<br> amount of $54,604.
---	---
●	Approximately<br> 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,<br> we are highly dependent on this customer to continue our operating activities.
●	Development<br> of the Company’s New CRM Platform is now complete and we began to generate revenues from it in 2023.
●	Development<br> of the Company’ New Cannabis CRM Platform is now complete and is currently being tested at the Weizmann Institute of Science,<br> however, we do not expect to generate revenues from the platform in the foreseeable future.
●	The<br> Company’s proposed development of a medical cannabis facility is on hold and we do not expect to generate revenues from the<br> sale of cannabis or cannabis infused products from the cannabis facility in the near future; however there is a possibility we will<br> generate revenues from the sale of cannabis using our contactless business license if we choose to re-apply for it in the third quarter<br> of 2024.

Costof Revenue

●	Cost<br> 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<br> of a $103,944 increase in salaries and benefits and a $35,823 increase in subcontractors’ expenses.
●	For<br> the three-month period ended March 31, 2024, the Company’s gross margin was 21%, as compared to 75% for the same period<br> in 2023.

Generaland Administrative Expenses, Depreciation, Consulting and Marketing, Share-based compensation, Research and Development and ProfessionalFees

●	For<br> the three-month period ended March 31, 2024, general and administrative expenses decreased to $254,471 from $282,839 for the<br> same period in 2023. The decrease was mainly due to a $21,800 decrease in D&O insurance.
●	Professional<br> 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,<br> M&A and corporate finance.
---	---
●	Consulting<br> 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<br> and amortization expenses decreased to $2,227 from $3,032 for the same period in 2023.
●	Share-based<br> compensation expenses increased to $363,437 from $2,566 for the same period in 2023 due to higher amounts of stock options and RSUs<br> granted to officers and directors of the Company as well as consultants of the Company.
●	Research<br> and development expenses increased to $441,401 from $Nil for the same period in 2023 due to development of the EZ-G Device.

OtherIncome (Loss) items

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

C.SUMMARY OF QUARTERLY RESULTS

Three months ended	Revenues		Net Loss			Loss Per<br><br> Share – basic<br><br> 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		)		)
Cash used in investing activities				)
Cash provided by (used in) financing activities				)
Net increase (decrease) in cash				)

All values are in US Dollars.

●	The<br> Company experienced negative cash flows from operating activities during the three-month period ended March 31, 2024 in the<br> 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<br> warrants liabilities. Cash outlays included general business and administrative expenses, consulting fees, business and product development,<br> and professional fees.
●	The<br> Company believes that it will be able to generate sufficient cash flows to maintain its current capacity.
●	On<br> January 13, 2022, the Company completed a non-brokered private placement financing wherein it raised $122,950 through the issuance<br> of 40,983 Common Shares (216 Common Shares post reverse split) at a price of $3.00 per share.
●	On<br> May 3, 2022, 150,000 stock options (790 stock options post reverse split) were exercised into Common Shares for total proceeds of<br> $123,000.
●	On<br> September 20, 2022, 140,000 stock options (737 stock options post reverse split) were exercised into Common Shares for total proceeds<br> of $114,800.
●	On<br> October 5, 2022, the Company completed a non-brokered private placement financing wherein it raised $616,570 through the issuance<br> of 142,395 Common Shares (749 Common Shares post reverse split) at a price of $4.33 per share.
●	On<br> 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<br> following the closing of an underwritten U.S. public offering with gross proceeds to the Company of $3,424,201, before deducting<br> underwriting discounts and other estimated expenses paid by the Company in the amount of $405,636, for net proceeds of $3,018,565.
●	On<br> December 21, 2023, the Company issued 2,884,616 Common Shares (15,182 Common Shares post<br> reverse split) at a price of US$0.52 per share following the closing of a registered direct<br> public offering with gross proceeds to the Company of $1,996,650, before deducting underwriting<br> discounts and other estimated expenses paid by the Company in the amount of $319,464, for<br> net proceeds of $1,677,186.<br><br> <br><br><br> <br>The<br> 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<br> 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<br> cash flows
	Up<br> to 1 year		1<br> to 2 years		2<br> to 3 years		3<br> to 4 years		5<br> year and over		Total
Trade<br> payables	$	362,670	$	-	$	-	$	-	$	-	$	362,670
Long<br> 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-BALANCESHEET 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.

---

OUTSTANDINGSHARE 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

TRANSACTIONSWITH 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.

PROPOSEDTRANSACTIONS

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.

CHANGESIN 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.

---

FINANCIALINSTRUMENTS

---

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.

RISKMANAGEMENT

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:

---

CreditRisk

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.

---

InterestRate 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.

---

ForeignExchange 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.

LiquidityRisk

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.

LimitedFinancial 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.

MarketRisk

---

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.

BusinessRisks relating to our CRM Business and Cannabis Software

---

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

●	Defects<br> or disruptions in our cloud-based New CRM Platform and New Cannabis CRM Platform services could diminish demand for our services<br> and subject us to substantial liability.
●	Interruptions<br> or delays in service from our third-party data center hosting facilities could impair the delivery of our service and harm our business.
●	If<br> we experience significant fluctuations in our rate of anticipated growth and fail to balance our expenses with our revenue forecasts,<br> our results could be harmed.
●	We<br> may in the future be sued by third parties for alleged infringement of their proprietary rights.
●	We<br> will rely on third-party computer hardware and software that may be difficult to replace or which could cause errors or failures<br> of our service.
●	The<br> market for our technology delivery model and enterprise cloud computing application services is immature and volatile, and if it<br> develops more slowly than we expect, our business could be harmed.
●	We<br> are currently dependent on one of our clients for the majority of current revenues and any changes to that relationship could have<br> a significant impact on future revenues.
---	---
●	In<br> the past two years, there has been a significant change in the field of global medical cannabis, particularly in the State of Israel.<br> Burdensome regulation, blocking of exports and approval of imports has caused a significant drop in prices and aggressive consolidation<br> in the growers’ market to the point of closing most of the growing farms in Israel, as a result, we expect difficulty in marketing<br> cannabis software and a decrease in expected revenues from this field.

---

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

BusinessRisks relating to our EZ-G Device

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

---

GeneralBusiness Risks

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

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

---

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.

OTHERMATTERS

---

LegalProceedings

---

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

---

ContingentLiabilities

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

---

DisclosureControls 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

Certificationof Interim Filings

FullCertificate

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<br> “interim filings”) of BYND Cannasoft Enterprises Inc. (the “issuer”)<br> for the interim period ended March 31, 2024.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence,<br> the interim filings do not contain any untrue statement of a material fact or omit to state<br> a material fact required to be stated or that is necessary to make a statement not misleading<br> in light of the circumstances under which it was made, with respect to the period covered<br> by the interim filings.
---	---
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim<br> financial report together with the other financial information included in the interim filings<br> fairly present in all material respects the financial condition, financial performance and<br> cash flows of the issuer, as of the date of and for the periods presented in the interim<br> filings.
---	---
4.	Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing<br> and maintaining disclosure controls and procedures (DC&P) and internal control over financial<br> 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<br> other certifying officer(s) and I have, as at the end of the period covered by the interim<br> filings
---	---
(a)	designed<br> DC&P, or caused it to be designed under our supervision, to provide reasonable assurance<br> that
---	---
(i)	material<br> information relating to the issuer is made known to us by others, particularly during the<br> period in which the interim filings are being prepared; and
---	---
(ii)	information<br> required to be disclosed by the issuer in its annual filings, interim filings or other reports<br> filed or submitted by it under securities legislation is recorded, processed, summarized<br> and reported within the time periods specified in securities legislation; and
---	---

---

(b)	designed<br> ICFR, or caused it to be designed under our supervision, to provide reasonable assurance<br> regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with the issuer’s GAAP.
5.1	Control framework: The control framework the issuer’s other certifying officer(s) and<br> I used to design the issuer’s ICFR is Internal Control – Integrated Framework<br> (2013) published by the Committee of Sponsoring Organization of the Treadway Commission (“COSO”).
---	---
5.2	ICFR – material weakness relating to design: The issuer has disclosed in its interim<br> MD&A for each material weakness relating to design existing at the end of the interim<br> period
(a)	a<br> description of the material weakness;
---	---
(b)	the<br> impact of the material weakness on the issuer’s financial reporting and its ICFR; and
---	---
(c)	the<br> issuer’s current plans, if any, or any actions already undertaken, for remediating<br> the material weakness.
---	---
5.3	Limitation on scope of design: N/A
---	---

---

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

Date: May 15, 2024

“Yftah Ben Yaackov”
Yftah Ben Yaackov
Chief Executive Officer

Exhibit 99.4

Form 52-109F2

Certificationof Interim Filings

FullCertificate

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<br> “interim filings”) of BYND Cannasoft Enterprises Inc. (the “issuer”)<br> for the interim period ended March 31, 2024.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence,<br> the interim filings do not contain any untrue statement of a material fact or omit to state<br> a material fact required to be stated or that is necessary to make a statement not misleading<br> in light of the circumstances under which it was made, with respect to the period covered<br> by the interim filings.
---	---
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim<br> financial report together with the other financial information included in the interim filings<br> fairly present in all material respects the financial condition, financial performance and<br> cash flows of the issuer, as of the date of and for the periods presented in the interim<br> filings.
---	---
4.	Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing<br> and maintaining disclosure controls and procedures (DC&P) and internal control over financial<br> 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<br> other certifying officer(s) and I have, as at the end of the period covered by the interim<br> filings
---	---
(a)	designed<br> DC&P, or caused it to be designed under our supervision, to provide reasonable assurance<br> that
---	---
(i)	material<br> information relating to the issuer is made known to us by others, particularly during the<br> period in which the interim filings are being prepared; and
---	---
(ii)	information<br> required to be disclosed by the issuer in its annual filings, interim filings or other reports<br> filed or submitted by it under securities legislation is recorded, processed, summarized<br> and reported within the time periods specified in securities legislation; and
---	---

---

(b)	designed<br> ICFR, or caused it to be designed under our supervision, to provide reasonable assurance<br> regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with the issuer’s GAAP.
5.1	Control framework: The control framework the issuer’s other certifying officer(s) and<br> I used to design the issuer’s ICFR is Internal Control – Integrated Framework<br> (2013) published by the Committee of Sponsoring Organization of the Treadway Commission (“COSO”).
---	---
5.2	ICFR – material weakness relating to design: The issuer has disclosed in its interim<br> MD&A for each material weakness relating to design existing at the end of the interim<br> period
(a)	a<br> description of the material weakness;
---	---
(b)	the<br> impact of the material weakness on the issuer’s financial reporting and its ICFR; and
---	---
(c)	the<br> issuer’s current plans, if any, or any actions already undertaken, for remediating<br> the material weakness.
---	---
5.3	Limitation on scope of design: N/A
---	---

---

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

Date: May 15, 2024

“Gabi Kabazo”
Gabi Kabazo
Chief Financial Officer

---