6-K - FMTOF - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM6-K

REPORTOF FOREIGN PRIVATE ISSUER

PURSUANTTO RULE 13a-16 OR 15d-16

UNDERTHE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2023

Commission File Number: 001-41408

BYNDCANNASOFT 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<br> ☐	No<br> ☒

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

On March 31, 2023, BYND Cannasoft Enterprises Inc. (the “Company”) issued its audited consolidated financial statements and the related management discussion and analysis for the years ended December 31, 2022, and 2021, in accordance with the rules and regulations of the Canadian Stock Exchange.

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.

The Company is in the process of preparing its Annual Report on Form 20-F and will file such document with the U.S. Securities and Exchange Commission (the “Commission”) on or prior to the deadline in accordance with the Commission’s rule and regulations.

EXHIBITINDEX

Exhibit No.	Description of Exhibit
99.1	Consolidated Financial Statements for the Years Ended December 31, 2022, and 2021
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.

April 3, 2023

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

| 3 |

| --- |

Exhibit99.1

BYNDCANNASOFT ENTERPRISES INC.

CONSOLIDATEDFINANCIAL STATEMENTS

FORTHE YEARS ENDED

DECEMBER31, 2022 and 2021

(EXPRESSED IN CANADIAN DOLLARS)

INDEPENDENT AUDITOR’S REPORT

To the Shareholders and the Board of Directors of BYND Cannasoft Enterprises Inc.

Opinion

We have audited the consolidated financial statements of BYND Cannasoft Enterprises Inc. (the “Company”), which comprise the consolidated statement of financial position as at December 31, 2022, and the consolidated statements of loss and comprehensive loss, changes in equity and cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2022 and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards (“IFRS”).

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards (“Canadian GAAS”). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 in the financial statements, which indicates that the Company incurred significant operating losses since inception and has an accumulated deficit of $6,817,048 as at December 31, 2022. For the year ended December 31, 2022, the Company incurred a net loss and comprehensive loss of $1,672, 558. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that material uncertainties exist that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

OtherMatter

The financial statements of the Company for the year ended December 31, 2021, were audited by another auditor who expressed an unmodified opinion on those statements on May 2, 2022.

Other Information

Management is responsible for the other information. The other information comprises:

●	Management’s<br> Discussion and Analysis

Our opinion on the financial statements does not cover the other information and we do not and will not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

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

| -2- |

| --- |

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

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

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

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

Auditor’s Responsibilities for the Audit of the Financial Statements

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

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

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditor’s report is Brian Rusywick.

/s/Reliant CPA PC

ReliantCPA PC

March 31, 2023

Newport Beach, California, USA

| -3- |

| --- |

BYNDCANNASOFT ENTERPRISES INC.

Consolidated Statements of Financial Position

(Expressedin Canadian Dollars)

As<br> at		December 31, 2022			December 31, 2021
Assets
Cash		$	2,392,871		$	3,025,350
Funds<br> held in escrow	14		-			2,484,634
Amounts<br> receivable	5		227,804			196,828
Prepaid<br> expenses			825,563			40,240
Total<br> Current Assets			3,446,238			5,747,052
Intangible<br> assets	7		45,139,683			1,300,429
Property<br> and equipment	8		1,317,287			443,241
Total<br> Assets		$	49,903,208		$	7,490,722
Trade<br> payables and accrued liabilities	9	$	191,455		$	180,598
Deferred<br> revenue	16		219,068			30,046
Long<br> term loan – current portion	12		47,740			49,207
Total<br> Current Liabilities			458,263			259,851
Long<br> term loan	12		88,231			143,444
Liabilities<br> for employee benefits	13		86,015			87,058
Total<br> Liabilities		$	632,509		$	490,353
Shareholders’<br> Equity
Share<br> capital	14	$	54,806,522		$	10,843,471
Share<br> purchase warrants reserve			639,879			639,879
Shares<br> to be issued			41,875			81,967
Share-based<br> payment reserve			570,446			550,517
Translation<br> differences reserve			15,746			27,455
Capital<br> reserve for re-measurement of defined benefit plan	13		13,279			9,444
Deficit			(6,817,048	)		(5,152,364	)
Total<br> Shareholders’ equity		$	49,270,699		$	7,000,369
Total<br> Liabilities and Shareholders’ Equity		$	49,903,208		$	7,490,722

Natureof operations and going concern (Note 1)

Subsequentevents (Note 19)

These financial statements were approved for issue by the Board of Directors on March 31, 2023 and signed on its behalf by:

“Yftah Ben Yaackov”	“Gabi Kabazo”
Director	Director

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

| -4- |

| --- |

BYNDCANNASOFT ENTERPRISES INC.

Consolidated Statements of Loss and Comprehensive Loss

For the Years Ended on December 31, 2022 and 2021

(Expressed in Canadian Dollars)

For<br> the year ended December 31		2022			2021
Revenue	16	$	1,123,072		$	1,217,459
Cost<br> of revenue	8,<br> 17		(506,500	)		(594,321	)
Gross<br> profit			616,572			623,138
Consulting<br> and marketing			8,190			20,309
Depreciation	6,8		30,702			51,988
General<br> and administrative expenses			947,300			334,036
Share-based<br> compensation			153,909			550,517
Professional<br> fees			1,220,746			278,012
			(2,360,847	)		(1,234,862	)
Loss<br> before other income (expense)			(1,744,275	)		(611,724	)
Other<br> income (expense)
Finance<br> expenses, net			(14,451	)		(13,514	)
Foreign<br> exchange gain			100,322			123,002
Covid-19<br> grant			-			53,301
Listing<br> expense	4		-			(4,394,390	)
			85,871			(4,231,601	)
Loss<br> before tax			(1,658,404	)		(4,843,325	)
Tax<br> expense	18		(6,280	)		(35,413	)
Loss<br> for the year			(1,664,684	)		(4,878,738	)
Other<br> comprehensive income (loss)
Exchange<br> differences on translation			(11,709	)		14,473
Remeasurement<br> of a defined benefit plan, net			3,835			6,223
Other<br> comprehensive income (loss) for the year			(7,874	)		20,696
Total<br> comprehensive loss			(1,672,558	)		(4,858,043	)
Loss<br> per share – basic and diluted			(0.052	)		(0.218	)
Weighted<br> average number of common shares outstanding – basic and diluted			31,865,960			22,332,694

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

| -5- |

| --- |

BYNDCANNASOFT ENTERPRISES INC.

Consolidated Statements of Shareholders’ Equity (Deficiency)

For the Years Ended on December 31, 2022 and 2021

(Expressedin Canadian Dollars)

****

Balance at January 1, 2021	8,148,388	289	-	-	12,982	-	3,221	(273,626	(257,134
Shares<br> issued for acquisition of B.Y.B.Y. Investment and Promotions Ltd. (“B.Y.B.Y.”) (note 4)	9,831,495	840,941	-	-	-	-	-	-	840,941
Shares<br> issued upon reverse takeover (note 4)	6,269,117	5,140,676	-	-	-	-	-	-	5,140,676
Proceeds<br> for shares issued from exercise of stock options	60,000	49,200	-	-	-	-	-	-	49,200
Proceeds<br> for shares to be issued	-	-	81,967		-	-	-	-	81,967
Share<br> purchase warrants reserve	-	-	-	639,879	-	-		-	639,879
Share-based<br> payments	-	-	-	-	-	550,517	-	-	550,517
Loss<br> for the period	-	-	-	-	-	-	-	(4,878,738	(4,878,738
Other<br> comprehensive loss for the period	-	-	-	-	14,473	-	6,223	-	20,696
Balance<br> at December 31, 2021	29,479,100	10,843,471	81,967	639,879	27,455	550,517	9,444	(5,152,364	7,000,369
Proceeds<br> for shares issued from exercise of stock options	290,000	371,780	-	-	-	(133,980	-	-	237,800
Shares<br> issued for acquisition of Zigi Carmel Initiatives and Investments Ltd. (“ZC”) (note 4)	7,920,000	42,768,000	-	-	-	-	-	-	42,768,000
Shares<br> issued for services	13,454	83,752	-	-	-	-	-	-	83,752
Share-based<br> payments	-	-	-	-	-	153,909	-	-	153,909
Shares<br> to be issued for services	-	-	41,875	-	-	-	-	-	41,875
Proceeds<br> for shares issued	183,378	739,519	(81,967	-	-	-	-	-	657,552
Loss<br> for the period	-	-	-	-	-	-	-	(1,664,684	(1,664,684
Other<br> comprehensive loss for the period	-	-	-	-	(11,709	-	3,835	-	(7,874
Balance<br> at December 31, 2022	37,885,932	54,806,522	41,875	639,879	15,746	570,446	13,279	(6,817,048	49,270,699

All values are in US Dollars.

*The number of shares outstanding before the RTO have been restated to reflect the effect of issuing 10,230.48 RTO shares for each share outstanding.

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

| -6- |

| --- |

BYNDCANNASOFT ENTERPRISES INC.

Consolidated Statements of Cash Flows

For the Years Ended on December 31, 2022 and 2021

(Expressedin Canadian Dollars)

For<br> the year ended December 31	2022			2021
Operating<br> activities:
Loss<br> for the year	$	(1,664,684	)	$	(4,878,738	)
Non-working<br> capital adjustments:
Depreciation		33,100			55,921
Finance<br> expense		4,977			5,697
Change<br> in benefits to employees		2,792			10,414
Gain<br> from conversion of debt to note		-			(155,548	)
Listing<br> expense		-			4,394,390
Share-based<br> compensation		153,909			550,517
Shares<br> issued for services		125,627			-
Foreign<br> exchange (gain) loss		(106,463	)		(71,876	)
Working<br> capital adjustments:
Change<br> in amounts receivable		(30,976	)		45,489
Change<br> in trade payables and accrued liabilities		10,857			(185,218	)
Change<br> in prepaid expenses		(785,323	)		(37,891	)
Change<br> in deferred revenue		189,022			(77,819	)
Net<br> cash used in operating activities		(2,067,162	)		(344,662	)
Investing<br> activities:
Purchase<br> of property and equipment		(938,635	)		(392,652	)
Investment<br> in intangible assets		(1,071,254	)		(450,429	)
Disposal<br> of property and equipment		1,500
Net<br> cash used in investing activities		(2,008,389	)		(843,081	)
Financing<br> activities:
Proceeds<br> from exercise of stock options		237,800			49,200
Proceeds<br> from private placement held in escrow		-			2,500,000
Proceeds<br> from private placements		657,552			2,952,244
Proceeds<br> from shares to be issued		-			81,967
Cash<br> acquired from acquisition of BYND		-			494,144
Repayment<br> of long term loan		(46,561	)		(11,437	)
Repayment<br> of lease obligation		-			(17,796	)
Net<br> cash provided by financing activities		848,791			6,048,322
Net<br> Increase (decrease) in cash		(3,226,760	)		4,860,579
Release<br> of funds from escrow		2,484,634
Effect<br> of foreign exchange rate changes on cash		109,647			86,390
Cash<br> at beginning of year		3,025,350			563,015
Cash<br> at end of year	$	2,392,871		$	3,025,350
Funds<br> held in escrow at the end of year	$	-		$	2,484,634
Supplemental<br> non-cash information
Shares<br> issued for intangible asset in Zigi Carmel acquisition	$	42,768,000		$	-
Shares<br> issued for intangible asset in B.Y.B.Y acquisition	$	-		$	850,000

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

| -7- |

| --- |

BYNDCANNASOFT ENTERPRISES INC.

Notes to the Consolidated Financial Statements

For the Years Ended for December 31, 2022 and 2021

(Expressed in Canadian dollars, unless otherwise noted)

NOTE 1 – NATURE OF OPERATIONS AND GOING CONCERN

Operations

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, BC, V5N 1Z6, 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) 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”) (note 4). 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”) (note 4).

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 of the Company. The share exchange agreement was executed and fully completed on September 22, 2022

Covid-19

On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (Covid-19) a “Public Health Emergency of International Concern.” On March 11, 2020, the World Health Organization characterized the outbreak as a “pandemic”. The significant outbreak of Covid-19 has resulted in a widespread health crisis that is adversely affecting the economies and financial markets worldwide, including the businesses which we operate. Furthermore, restrictions on travel and the limited ability to have meetings with personnel, vendors and services providers are expected to have an adverse effect on the Company’s businesses. The extent to which Covid-19 impacts the Company’s businesses will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of Covid-19 and the actions to contain Covid-19 or treat its impact, among others. If the disruptions posed by Covid-19 or other matters of global concern continue for an extensive period of time, the Company’s operations may be materially adversely affected.

The Covid-19 pandemic, including the recent Omicron variant, has also caused, and is likely to continue to cause, severe economic, market and other disruptions worldwide. We cannot predict whether conditions in the global financial markets will continue to deteriorate as a result of the pandemic, or that access to capital and other sources of funding will not become constrained, which could adversely affect the availability and terms of any future financings the Company may wish to undertake.

| -8- |

| --- |

BYND CANNASOFT ENTERPRISES INC.

Notes to the Consolidated Financial Statements

For the Years Ended for December 31, 2022 and 2021

(Expressed in Canadian dollars, unless otherwise noted)

NOTE1 – NATURE OF OPERATIONS AND GOING CONCERN (continued)

Goingconcern

These financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations. To date, the Company has incurred losses and may incur further losses in the development of its business. During the year ended December 31, 2022, the Company incurred a net loss of $1,664,684 and had an accumulated deficit of $6,817,048 as at December 31, 2022. The Company’s ability to continue its operations and to realize assets at their carrying values is dependent upon its ability to raise financing and generate profits and positive cash flows from operations in order to cover its operating costs. From time to time, the Company generates working capital to fund its operations by raising additional capital through debt financing. However, there is no assurance it will be able to continue to do so in the future. These factors indicate the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern.

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.

NOTE2 – BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS

a.	Basis of presentation

These 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 Interpretations Committee (“IFRIC”).

These financial statements were authorized for issue by the Board of Directors on March 31, 2023.

b.	Basis of Consolidation

The consolidated 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.

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.	Functional and presentation currency

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.

| -9- |

| --- |

BYND CANNASOFT ENTERPRISES INC.

Notes to the Consolidated Financial Statements

For the Years Ended for December 31, 2022 and 2021

(Expressed in Canadian dollars, unless otherwise noted)

NOTE2 – BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS (continued)

d.	Basis of Measurement

The 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, as explained in the accounting policies set out in Note 3. In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

e.	Significant estimates and assumptions

The preparation of 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.

RevenueRecognition

The Company uses significant judgment to assess whether performance obligations sold in a customer contract are considered distinct and should be accounted for as separate performance obligations. The company also applies significant judgement in determining whether a performance obligation was satisfied over time or at a point of time, depending on the transfer of the control of the goods or services. The Company recognizes revenue over time using input method, which recognizes revenue as performance of the contract progresses. Input method recognizes revenue based on an entity’s efforts or inputs toward satisfying a performance obligation relative to the total expected efforts or inputs required to satisfy the performance obligation. The Company applies significant judgment to determine the estimated hours to completion which affects revenue recognized for software development.

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.

| -10- |

| --- |

BYNDCANNASOFT ENTERPRISES INC.

Notes to the Consolidated Financial Statements

For the Years Ended for December 31, 2022 and 2021

(Expressed in Canadian dollars, unless otherwise noted)

NOTE 2 – BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS (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.

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

NOTE3 – SIGNIFICANT ACCOUNTING POLICIES

a.	Foreign Currency Transactions

Transactions and balances:

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the period-end exchange rate. Nonmonetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.

| -11- |

| --- |

BYND CANNASOFT ENTERPRISES INC.

Notes to the Consolidated Financial Statements

For the Years Ended for December 31, 2022 and 2021

(Expressed in Canadian dollars, unless otherwise noted)

NOTE3 – SIGNIFICANT ACCOUNTING POLICIES (continued)

a.	Foreign Currency Transactions (continued)

Exchange differences arising on the translation of monetary items or on settlement of monetary items are recognized in profit or loss in the period in which they arise, except where deferred in equity as a qualifying cash flow or net investment hedge.

Exchange differences arising on the translation of non-monetary items are recognized in other comprehensive income in to the extent that gains and losses arising on those non-monetary items are also recognized in other comprehensive income. Where the non-monetary gain or loss is recognized in profit or loss, the exchange component is also recognized in profit or loss.

Translation to presentation currency

The functional currency of the Company is the NIS, which is different from its presentation currency Canadian dollar. The financial results and position of the Company are translated from NIS to Canadian dollars the as follows:

●	assets<br> and liabilities for each statement of financial position presented are translated at the exchange rate on the date of the statement<br> of financial position;
●	income<br> and expenses for each statement of comprehensive loss are translated at the average exchange rate in effect during the reporting<br> period;

Exchange differences arising on translation to presentation currency are recognized in other comprehensive income (loss) and recorded in the Company’s foreign currency translation reserve in equity.

b.	Financial Instruments

The following is the Company’s accounting policy for financial instruments under IFRS 9:

(i)	Classification

The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (loss) (“FVTOCI”) or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI.

Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

| -12- |

| --- |

BYND CANNASOFT ENTERPRISES INC.

Notes to the Consolidated Financial Statements

For the Years Ended for December 31, 2022 and 2021

(Expressed in Canadian dollars, unless otherwise noted)

NOTE3 – SIGNIFICANT ACCOUNTING POLICIES (continued)

b.	Financial Instruments (continued)

The following table shows the classification under IFRS 9:

Financial<br> assets / liabilities	Classification<br> under IFRS 9
Cash	FVTPL
Amounts<br> receivable	Amortized<br> cost
Marketable<br> securities	FVTPL
Trade<br> payables and accrued liabilities	Amortized<br> cost
Convertible<br> debt	Amortized<br> cost
Derivative<br> liability	FVTPL
Promissory<br> note	Amortized<br> cost
Long<br> term loan	Amortized<br> cost
(ii)	Measurement
---	---

Financial assets and liabilities at amortized cost

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.

Financial assets and liabilities at FVTPL

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statements of loss and comprehensive loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the statements of loss and comprehensive loss in the period in which they arise.

Debt investments at FVTOCI

These assets are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognised in profit or loss. Other net gains and losses are recognized in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss.

Equity investments at FVTOCI

These assets are subsequently measured at fair value. Dividends are recognised as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognised in OCI and are never reclassified to profit or loss.

(iii)	Impairment<br> of financial assets at amortized cost

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial

| -13- |

| --- |

BYND CANNASOFT ENTERPRISES INC.

Notes to the Consolidated Financial Statements

For the Years Ended for December 31, 2022 and 2021

(Expressed in Canadian dollars, unless otherwise noted)

NOTE3 – SIGNIFICANT ACCOUNTING POLICIES (continued)

b.	Financial Instruments (continued)

asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company shall recognize in the statements of loss and comprehensive loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

(iv)	Derecognition

Financial assets

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity.

Financial liabilities

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Company also derecognizes a financial liability when the terms of the liability are modified such that the terms and / or cash flows of the modified instrument are substantially different, in which case a new financial liability based on the modified terms are recognized at fair value.

Gains and losses on derecognition are generally recognized in profit or loss.

c.	Property and equipment

Property and equipment are stated at cost less accumulated depreciation. The cost of repairs and maintenance costs is expensed as incurred.

Depreciation is calculated using the straight-line method to depreciate their cost to their residual value over their estimated useful lives. Upon sale or other disposition of a depreciable asset, cost and accumulated depreciation are removed from property and equipment and any gain or loss is reflected as a gain or loss from operations. The estimated useful lives are:

Description	Years
Computers<br> and equipment	3
Vehicles	3
Furniture<br> and equipment	6

The assets’ residual values, useful lives and depreciation method are reviewed and adjusted if needed at least once a year.

| -14- |

| --- |

BYNDCANNASOFT ENTERPRISES INC.

Notes to the Consolidated Financial Statements

For the Years Ended for December 31, 2022 and 2021

(Expressed in Canadian dollars, unless otherwise noted)

NOTE3 – SIGNIFICANT ACCOUNTING POLICIES (continued)

d.	Employee benefits

Short term benefits

Short term benefits to employees include salaries, medical and recreation benefits and contributions to the National Insurance Institute and are recognized as expenses upon the rendering of the services.

Post-employment benefits

The group’s post-employment benefits include severance pay obligation. The plans are usually funded by deposits transferred into pension funds and managers’ insurance plans and are classified as defined benefit plans

According to the Severance Pay Law employees are entitled to receive severance pay when they are dismissed or when they retire. The liability for termination of employer-employee relations presented in the report of the financial position is the present value of the defined benefit obligation at the report of the financial position date, less the fair value of plan assets on the end of the reporting period out of which the obligation shall be directly paid, adjusted to any net limitation of the asset for defined benefit to asset ceiling. The defined benefit liability is calculated by actuarial methods using the projected unit credit method.

The current service cost and net interest on the net liability in respect of defined benefits are recognized in profit or loss. Re-measurements of the net liability in respect of defined benefits which are recognized in other comprehensive profit, include actuarial profits and losses and return on the assets of the plan (excluding amounts which were included in net interest). Re-measurements of the net liability in respect of defined benefits which were recognized in other comprehensive profit are not re-classified to profit or loss in a subsequent period.

e.	Revenue recognition

The Company’s revenue is primarily derived from service rendered for software development, cloud hosting, customer training and customer service support, and software sales from the licensing and sales of its customer relationship management (“CRM”) software. The Company recognizes revenue in accordance with IFRS 15 Revenue from Contracts with Customers.

In applying IFRS 15, the Company uses significant judgments to assess whether performance obligations sold in a customer contract are considered distinct and should be accounted for as separate performance obligations. The Company also applies significant judgement in determining whether a performance obligation was satisfied over time or at a point of time, depending on the transfer of the control of the goods or services. The Company recognizes revenue over time using input method, which recognizes revenue as performance of the contract progresses and reflects the Company’s performance in passing control in the products and services promised to the customer. Input method recognizes revenue based on an entity’s efforts or inputs toward satisfying a performance obligation relative, primarily by development work hours expended, to the total expected efforts or inputs required to satisfy the performance obligation. The Company applies significant judgment to determine the estimated work hours to completion which affects revenue recognized for software development.

| -15- |

| --- |

BYND CANNASOFT ENTERPRISES INC.

Notes to the Consolidated Financial Statements

For the Years Ended for December 31, 2022 and 2021

(Expressed in Canadian dollars, unless otherwise noted)

NOTE3 – SIGNIFICANT ACCOUNTING POLICIES (continued)

e.	Revenue recognition (continued)

The Company recognizes revenue when control over the promised product or services is transferred to the customer. Revenue is measured at an amount that reflects the consideration to which the entity expects to be entitled in exchange for transferring goods or services to a customer.

The Company accounts for contracts with customers when it has approval and commitment for both parties, each party’s right have been identified, payment terms are defined, the contract has commercial

substance and collection is probable. For contracts that involve multiple performance obligations, the Company allocates the transaction price to each performance obligation in the contract based on the relative standalone selling prices and recognize revenue when, or as, performance obligations in the contacts are satisfied.

Softwaredevelopment

The Company provide software customization and development service to its customers. Revenue is generally recognized over time by measuring the progress towards complete satisfaction of the performance obligation in a manner reflecting the Company’s performance in passing control in the products and services promised to the customer.

Softwarelicense

The Company provides the right to access its CRM software through licensing and sales of its CRM software. Revenue from software license are recognized at the point of time when the right to access the software is provided and the control of the license is transferred to the customer.

Softwaresupport

The Company provide ongoing software support to its customers who purchase and use its CRM software. Revenue from software support services is recognized over time as the support service is rendered.

Cloudhosting

The Company host the customer’s software and applications on its cloud platform. Revenue from cloud hosting is recognised over time when the hosting service is provided.

Otherservices

The Company provides cloud backup, customer training and other consulting services which are distinct from other services and products offered. Revenue from other services is recognized as services are provided.

Revenue is presented net of taxes collected from customers and remitted to government authorities. The difference between contractual payments received and revenue recognized is recorded as deferred revenue when receipts exceed revenue.

| -16- |

| --- |

BYND CANNASOFT ENTERPRISES INC.

Notes to the Consolidated Financial Statements

For the Years Ended for December 31, 2022 and 2021

(Expressed in Canadian dollars, unless otherwise noted)

NOTE3 – SIGNIFICANT ACCOUNTING POLICIES (continued)

f.	Cost of revenue

Cost of revenue and services include the expenses incurred to develop software and provide technical support to customers, which include payroll for all employees, compensation to subcontractors that are directly involved in the development and providing technical support, cost of purchasing any third party components that are integrated with the Company’s software and then delivered to the customers, and other indirect costs such as depreciation of computer and equipment that are used in providing goods and service to customers. Third party component may include third party software, platform or hardware.

g.	Leases

The Company treats a contract as a lease when according to its terms it conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

At inception of a contract, the Company assesses whether a contract is or contains a lease. A contract is, or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company determines whether the contract involves the use of an identified asset, whether the right to obtain substantially all of the economic benefits from use of the asset during the term of the arrangement exists, and if the Company has the right to direct the use of the asset. At inception or on reassessment of a contract that contains a lease component, the Company allocates the consideration in the contract to each lease component on the basis of their relative standalone prices.

As is permitted under IFRS 16, the Company may elect to expense its short-term leases (term of 12 months or less) and leases of low-value assets, on a straight-line basis over the lease term. The Company has not applied such exemption during the year ended December 31, 2021.

As lessee, the Company recognizes a right-of-use asset and a lease liability at the commencement date of a lease. The right-of-use asset is initially measured at cost, which is comprised of the initial amount of the lease liability adjusted for any lease payments before the commencement date, plus any decommissioning and restoration costs, less any lease incentives received.

The right-of-use asset is subsequently depreciated from the commencement date to the earlier of the end of the lease term, or the end of the useful life of the asset. In addition, the right-of-use asset may be reduced due to impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

A lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by the interest rate implicit in the lease or if that rate cannot be readily determined, the incremental borrowing rate.

Lease payments included in the measurement of the lease liability are comprised of:

●	Fixed<br> payments, including in-substance fixed payments, less any lease incentives receivable;
●	Variable<br> lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
●	amounts<br> expected to be payable under a residual value guarantee;

| -17- |

| --- |

BYNDCANNASOFT ENTERPRISES INC.

Notes to the Consolidated Financial Statements

For the Years Ended for December 31, 2022 and 2021

(Expressed in Canadian dollars, unless otherwise noted)

NOTE3 – SIGNIFICANT ACCOUNTING POLICIES (continued)

g.	Leases (continued)

●	exercise<br> prices of purchase options if the Company is reasonably certain to exercise the option; and
●	payments<br> of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease.

The lease liability is measured at amortized cost using the effective interest method. It is measured when there is a change in future lease payments arising from a change in an index or rate, or if there is a change in the estimate or assessment of the expected amount payable under a residual value guarantee, purchase, extension or termination option. Variable lease payments not included in the initial measurement of the lease liability are charged directly to profit or loss.

h.	Deferred taxes

Current income tax:

Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date, in the countries where the Company operates and generates taxable income.

Current income tax relating to items recognized directly in other comprehensive income or equity is recognized in other comprehensive income or equity and not in profit or loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred tax:

Deferred tax is recognized on temporary differences at the reporting date arising between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and recognized only to the extent that it is probable that future taxable income will be available to allow all or part of the temporary differences to be utilized.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted and are expected to apply by the end of the reporting period. Deferred tax assets and deferred income tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

i.	Basic and diluted income (loss) per share

The Company presents basic income (loss) per share data for its common shares, calculated by dividing the income (loss) attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. The diluted income (loss) per share is determined by adjusting the income (loss) attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all options, warrants and similar instruments outstanding that may add to the total number of common shares. During the year ended December 31, 2022 and 2021, the Company does not have any dilutive instrument outstanding. In addition, because the Company incurred net losses, the effect of dilutive instruments would be anti-dilutive and therefore diluted loss per share equals basic loss per share.

| -18- |

| --- |

BYNDCANNASOFT ENTERPRISES INC.

Notes to the Consolidated Financial Statements

For the Years Ended for December 31, 2022 and 2021

(Expressed in Canadian dollars, unless otherwise noted)

NOTE4 – 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 of BYND. The share exchange agreement was executed and fully completed on September 22, 2022.

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

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

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.

Acquisitionof B.Y.B.Y.

On October 1, 2020, BYND and the former shareholders of B.Y.B.Y. entered into a share exchange agreement, whereby BYND would acquire 74% ownership interest in B.Y.B.Y from the former shareholders in exchange for 54.58% ownership interest in BYND. One of the former shareholders would hold 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. The share exchange agreement was executed and held in escrow, and the share exchange was fully completed on March 29, 2021.

| -19- |

| --- |

BYNDCANNASOFT ENTERPRISES INC.

Notes to the Consolidated Financial Statements

For the Years Ended for December 31, 2022 and 2021

(Expressed in Canadian dollars, unless otherwise noted)

NOTE4 – ACQUISITIONS (continued)

Acquisitionof B.Y.B.Y. (continued)

The acquisition of B.Y.B.Y. 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 fair value of the common shares given in consideration were not readily determinable, the transaction price of the acquisition was measured by the fair value of the assets and liabilities assumed from the acquisition, with equity increased by the corresponding amount equal to the total fair value of the assets and liabilities assumed. As a result, the acquisition was recorded with the consideration as detailed in the table below:

Consideration<br> transferred:	$
Value<br> allocated to 9,832,495 shares issued	840,941
Fair<br> value of assets and liabilities acquired:
Amount<br> receivable	3,759
Intangible<br> asset	850,000
Trade<br> payable and other liabilities	(12,818	)
	840,941

The intangible asset acquired in the acquisition of B.Y.B.Y. is attributed to the primary growing license for medical cannabis in Israel held by B.Y.B.Y.. The company has determined that the license shall not be amortized, but rather will be tested for impairment at least annually or when there are any further indicators of impairment.

ReverseTakeover of BYND Cannasoft

On December 16, 2019, BYND entered into a Business Combination Agreement (“BCA”) with 1232986 B.C. Ltd. (“NumberCo”), Lincoln Acquisitions Corp. (“Lincoln”) and the shareholders of BYND. Pursuant to the terms of the BCA: (i) Lincoln and NumberCo would amalgamate to form a new company to be named “BYND Cannasoft Enterprises Inc.” (the “Company” or “BYND Cannasoft”), and (ii) the Company would acquire all of the issued and outstanding shares of BYND from its shareholders in exchange for a pro rated number of shares of BYND Cannasoft (the “Share Exchange Transaction” and together with the Amalgamation Transaction, the “Business Combination Transactions”).

On March 29, 2021, the Company issued an aggregate of 18,015,883 common shares to BYND shareholders in consideration for all the 1,761 shares issued and outstanding of BYND. Upon completion of the Share Exchange, BYND became a wholly-owned subsidiary of the Company, and the Company continued to carry out the business operations of BYND.

As a result of the Share Exchange, BYND is deemed to be the acquirer for accounting purposes (“Reverse Takeover”) and therefore its assets, liabilities and operations are included in the consolidated interim financial statements at their historical carrying value, with the operations of the Company being included from March 29, 2021, the closing date of the Reverse Takeover, and onwards.

| -20- |

| --- |

BYNDCANNASOFT ENTERPRISES INC.

Notes to the Consolidated Financial Statements

For the Years Ended for December 31, 2022 and 2021

(Expressed in Canadian dollars, unless otherwise noted)

NOTE4 – ACQUISITIONS (continued)

ReverseTakeover of BYND Cannasoft (continued)

At the time of the reverse takeover, the Company did not constitute a business as defined under IFRS 3 Business Combination; therefore, the Reverse Takeover of the Company by BYND is accounted for under IFRS 2 Share-based Payments. The transaction price of the acquisition was measured by reference to the fair value of the shares issued in the acquisition because the fair value of the listing service BYND received could not be reliably measured. As a result, the consideration was first allocated to the identifiable assets and liabilities based on their fair values, and the difference between the consideration given to acquire the Company and the fair values of the identifiable assets and liabilities acquired by BYND is recorded as a listing expense to profit and loss. The fair value of the consideration issued to acquire the Company is as follows:

Consideration<br> transferred:	$
Fair<br> value of shares retained by former BYND Cannasoft shareholders (6,269,117 shares at $0.82 per share)	5,140,676
Forgiveness<br> of BYND debt	(276,210	)
Total<br> consideration transferred	4,864,466
Fair<br> value of identifiable assets and liabilities acquired:
Cash	494,144
Amount<br> receivable	1
Trade<br> payable and other liabilities	(24,069	)
Total<br> net assets acquired	470,076
Listing<br> expense	4,394,390

NOTE5 – AMOUNTS RECEIVABLE

	December<br> 31, 2022		December<br> 31, 2021
Trade<br> receivables	$	136,274	$	131,187
Income<br> tax advances		90,528		61,547
Due<br> from shareholders		1,002		4,094
	$	227,804	$	196,828

Information on the Company’s exposure to credit risk and market risk, as well as impairment losses on trade receivables and other amounts receivable, is provided in Note 15.

| -21- |

| --- |

BYNDCANNASOFT ENTERPRISES INC.

Notes to the Consolidated Financial Statements

For the Years Ended for December 31, 2022 and 2021

(Expressed in Canadian dollars, unless otherwise noted)

NOTE6 – RIGHT OF USE ASSETS

The Company’s right-of-use asset relates to the lease of office space. The Company recognized lease liabilities which were measured at the present value of the remaining lease payments and discounted using the lessee’s incremental borrowing rate of 1.51% per annum. The office lease has ended on October 31, 2021 and the office space is now rented on a month to month basis.

	Offices		Total
Cost
Balance,<br> January 1, 2021		66,912		66,912
Translation<br> differences		-		-
Balance,<br> December 31, 2021		66,912		66,912
Translation<br> differences		-		-
Balance,<br> December 31, 2022	$	66,912	$	66,912
Accumulated<br> depreciation
Balance,<br> January 31, 2021		50,184		50,184
Depreciation		16,361		16,361
Translation<br> differences		367		367
Balance,<br> December 31, 2021		66,912		66,912
Depreciation		-		-
Translation<br> differences		-		-
Balance,<br> December 31, 2022	$	66,912	$	66,912
Net<br> book value
At<br> December 31, 2021	$	-	$	-
At<br> December 31, 2022	$	-	$	-

| -22- |

| --- |

BYNDCANNASOFT ENTERPRISES INC.

Notes to the Consolidated Financial Statements

For the Years Ended for December 31, 2022 and 2021

(Expressed in Canadian dollars, unless otherwise noted)

NOTE7 – 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 (Note 4). The Additions for the Software include cost of wages of the software developers for the time they spend on developing the Cannabis CRM software.

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

	Software			License		Patents		Total
Cost
Balance,<br> December 31, 2020	$	-		$	-	$	-	$	-
Additions		450,429			850,000		-		1,300,429
Translation<br> differences		-			-		-		-
Balance,<br> December 31, 2021		450,429			850,000		-		1,300,429
Additions		910,197			-		42,961,382		43,871,579
Translation<br> differences		(32,325	)		-		-		(32,325	)
Balance<br> December 31, 2022	$	1,328,301		$	850,000		42,961,382	$	45,139,683
Accumulated<br> depreciation
Balance,<br> December 31, 2020	$	-		$	-		-	$	-
Depreciation		-			-		-		-
Translation<br> differences		-			-		-		-
Balance,<br> December 31, 2021		-			-		-		-
Depreciation		-			-		-		-
Balance<br> December 31, 2022	$	-		$	-		-	$	-
Net<br> book value
At<br> December 31, 2021	$	450,429		$	850,000		-	$	1,300,429
At<br> December 31, 2022	$	1,328,301		$	850,000		42,961,382	$	45,139,683

| -23- |

| --- |

BYNDCANNASOFT ENTERPRISES INC.

Notes to the Consolidated Financial Statements

For the Years Ended for December 31, 2022 and 2021

(Expressed in Canadian dollars, unless otherwise noted)

NOTE8 – PROPERTY AND EQUIPMENT

	Computers<br> & Equipment			Vehicles			Furniture<br> & Equipment			Capital<br> Work In Progress			Total
Costs
Balance,<br> January 1, 2021		28,308			186,547			34,322			-			249,177
Additions		2,590			-			-			390,059			392,649
Translation<br> differences		1,046			5,935			1,092			-			8,073
Balance,<br> December 31, 2021		31,944			192,482			35,414			390,059			649,899
Additions		460			-			-			938,175			938,635
Disposals		(1,500	)		-			-			-			(1,500	)
Translation<br> differences		(1,885	)		(11,430	)		(2,104	)		(27,037	)		(42,456	)
Balance,<br> December 31, 2022	$	29,019		$	181,052		$	33,310		$	1,301,197		$	1,544,578
Accumulated<br> depreciation
Balance<br> as of January 1, 2021		21,947			110,616			26,378			-			158,941
Depreciation		3,933			33,325			2,301			-			39,560
Translation<br> differences		914			6,278			966						8,157
Balance,<br> December 31, 2021		26,794			150,219			29,645			-			206,658
Depreciation		2,399			28,405			2,297			-			33,101
Translation<br> differences		(1,605	)		(9,089	)		(1,774	)		-			(12,468	)
Balance,<br> December 31, 2022	$	27,588		$	169,535		$	30,168		$	-		$	227,291
Net<br> book value
At<br> December 31, 2021	$	5,151		$	42,263		$	5,768		$	390,059		$	443,241
At<br> December 31, 2022	$	1,431		$	11,517		$	3,142		$	1,301,197		$	1,317,287

During the year ended December 31, 2022, depreciation of $2,399 (2021 - $3,933) related to computer and equipment is included in cost of revenue.

As at December 31, 2022 and 2021 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, design, software development and IT infrastructure.

The Company considered indicators of impairment at December 31, 2022 and 2021. The Company did not record any impairment loss during the years ended December 31, 2022 and 2021.

| -24- |

| --- |

BYNDCANNASOFT ENTERPRISES INC.

Notes to the Consolidated Financial Statements

For the Years Ended for December 31, 2022 and 2021

(Expressed in Canadian dollars, unless otherwise noted)

NOTE9 – TRADE PAYABLES AND ACCRUED LIABILITIES

	December<br> 31, 2022		December 31, 2021
Trade<br> payables	$	40,241	$	105,931
VAT,<br> income and dividend taxes payable		43,703		-
Due<br> to related parties		37,094		1,322
Salaries<br> payable		70,417		73,345
	$	191,455	$	180,598

NOTE10 – RELATED PARTY TRANSACTIONS

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 years ended December 31, 2022 and 2021 is set out below:

	December<br> 31, 2022		December<br> 31, 2021
Salary<br> (cost of sales and services)	$	200,747	$	98,523
Salary<br> (general and administrative expenses)		376,237		39,492
Salary<br> (Intangible asset – software)		553,326		300,273
Consulting<br> (Capital work in progress)		75,274		113,107
Consulting<br> (Professional fees)		143,500		61,000
	$	1,349,084	$	612,395

As at December 31, 2022, $1,002 was owed from shareholders of the Company (2021 – $4,094). Amounts owed were recorded in amounts receivable are non-interest bearing and unsecured.

As at December 31, 2022, $37,094 was owed to directors of the Company (2021 – $1,322). Amounts due were recorded in accounts payable are non-interest bearing and unsecured.

NOTE11 – LEASE LIABILITIES

The Company had leases including leases of offices for 1-2 years. The office lease has ended on October 31, 2021 and the office space is now rented on a month to month basis.

| -25- |

| --- |

BYNDCANNASOFT ENTERPRISES INC.

Notes to the Consolidated Financial Statements

For the Years Ended for December 31, 2022 and 2021

(Expressed in Canadian dollars, unless otherwise noted)

NOTE11 – LEASE LIABILITIES (continued)

	December<br> 31, 2022		December<br> 31, 2021
Balance,<br> opening	$	-	$	18,195
Additions		-		-
Lease<br> payments		-		(17,796	)
Interest		-		135
Translation<br> difference		-		(534	)
Balance,<br> ending	$	-	$	-

NOTE12– LONG TERM LOAN

During the year ended December 31, 2020, the Company secured a term loan with a principal amount of $192,560 (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. $9,628 (NIS 25,000) was deposited in the bank as security for the loan.

The activities of the long term loan during the years ended December 31, 2022 and 2021 are as follows:

	December<br> 31, 2022
Balance,<br> opening	$	192,651		198,405
Addition		-		-
Repayments		(46,561	)	(11,437	)
Interest<br> expense, accrued		4,977		5,562
Translation<br> difference		(15,096	)	121
Balance,<br> ending		135,971		192,651
Less:
Long<br>term loan – current portion		47,740		49,207
Long<br> term loan – non-current portion	$	88,231		143,444

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

Year<br> ended	Amount
December<br> 31, 2023	$	47,740
December<br> 31, 2024		49,241
December<br> 31, 2025		38,990
	$	135,971

| -26- |

| --- |

BYNDCANNASOFT ENTERPRISES INC.

Notes to the Consolidated Financial Statements

For the Years Ended for December 31, 2022 and 2021

(Expressed in Canadian dollars, unless otherwise noted)

NOTE13 – 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.

a.	Plan asset (liability)

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

	December<br> 31, 2022			December<br> 31, 2021
Defined<br> benefit plan liability	$	(86,016	)	$	(87,058	)
Less:
fair<br> value of plan asset or asset ceiling		-			-
	$	(86,016	)	$	(87,058	)

b.	Changes in the present value of the defined benefit plan liability

The following are the continuities of the fair value of plan asset or plan liability and the present value of the defined benefit plan obligations:

	December<br> 31, 2022			December<br> 31, 2021
Balance,<br> opening	$	(87,058	)	$	(82,867	)
Recognized<br> in profit and loss for the year:
Interest<br> cost		(1,964	)		(1,306	)
Current<br> service cost		(6,023	)		(6,391	)
Actuarial<br> gain (loss) for change of assumptions		3,835			6,223
Translation<br> differences		5,194			(2,717	)
Balance,<br> ending	$	(86,016	)	$	(87,058	)

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.

c.	Major assumptions in determining the defined benefit plan liability

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


Capitalization<br> rate	2.73	%	2.4	%
Salary<br> growth rate	0	%	0	%
Retirement<br> rate	5	%	5	%

| -27- |

| --- |

BYNDCANNASOFT ENTERPRISES INC.

Notes to the Consolidated Financial Statements

For the Years Ended for December 31, 2022 and 2021

(Expressed in Canadian dollars, unless otherwise noted)

NOTE13 – EMPLOYEE BENEFITS (continued)

d.	Sensitivity analysis

The following table outlines the key assumptions for the years ended December 31, 2022 and 2021 and the sensitivity of a 1% change in each of these assumptions on the defined benefit plan obligations and the net defined benefit plan cost.

The sensitivity analysis provided in the table is hypothetical and should be used with caution. The sensitivities of each key assumption have been calculated independently of any changes in other key assumptions. Actual experience may result in changes in a number of key assumptions simultaneously. Changes in one factor may result in changes in another, which could amplify or reduce the impact of such assumptions.

	December<br> 31, 2022			December<br> 31, 2021
Capitalization<br> rate:
Impact<br> of: 1% increase	$	(4,974	)	$	(5,352	)
1%<br> decrease		6,013			6,568
Salary<br> growth rate:
Impact<br> of: 1% increase		6,128			6,561
1%<br> decrease	$	-		$	-

NOTE14 – EQUITY

Authorized

Unlimited number of common shares without par value.

Issued

As at December 31, 2021, 37,885,932 common shares were issued and outstanding.

Duringthe year ended December 31, 2022

On January 13, 2022, the Company completed a non-brokered private placement financing wherein it raised $122,950 through the issuance of 40,983 common shares at a price of $3.00 per share.

On May 3, 2022, 150,000 stock options were exercised to common shares for a total proceeds of $123,000.

On July 4, 2022 the Company issued 6,727 common shares following the vesting of RSU’s.

On September 20, 2022 140,000 stock options were exercised to common shares for a total proceeds of $114,800.

On September 22, 2022, as part of the acquisition of Zigi Carmel described in note 4, the Company issued 7,920,000 of its common shares to the former shareholder of Zigi Carmel in exchange for all of the issued and outstanding shares of Zigi Carmel.

| -28- |

| --- |

BYNDCANNASOFT ENTERPRISES INC.

Notes to the Consolidated Financial Statements

For the Years Ended for December 31, 2022 and 2021

(Expressed in Canadian dollars, unless otherwise noted)

NOTE14 – EQUITY (continued)

On October 3, 2022, the Company issued 6,727 common shares to two directors following the vesting of RSU’s.

On October 5, 2022, the Company completed a non-brokered private placement financing wherein it raised $616,570 through the issuance of 142,395 common shares at a price of $4.33 per share.

Duringthe year ended December 31, 2021

On March 29, 2021, as part of the reverse takeover as described in note 4, the Company issued 18,015,883 of its common shares to the former shareholders of BYND in exchange for all of the issued and outstanding shares of BYND. Total 6,269,117 shares were retained by the former shareholders of the Company.

On May 5, 2021, the Company announced that it completed a non-brokered private placement financing wherein it raised $522,410 through the issuance of 435,337 common shares at a price of $1.20 per share.

On July 5, 2021, the Company announced that it completed a non-brokered private placement financing wherein it raised $1,840,000 through the issuance of 2,000,000 common shares at a price of $0.92 per share.

On August 16, 2021, 5,000 stock options were exercised to common shares and on September 21, 2021, 55,000 stock options were exercised to common shares for a total proceeds of $49,200.

On October 4, 2021, the Company completed two non-brokered private placements financing wherein it raised $2,500,000 through the issuance of 2,403,846 common shares at a price of $1.04 per share as well as 400,000 non-transferable share purchase warrants at an exercise price of $1.30 per common share.

The Company recorded a share purchase warrants reserve of $639,879 based on the Black-Scholes option pricing model and the following input assumptions:

Weighted<br> average fair value of warrants issued on October 4, 2021	1.60
Risk-free<br> interest rate	1.33	%
Estimated<br> life	2<br> years
Expected<br> volatility	100.13	%
Expected<br> dividend yield	0	%

The funds raised from the $2,500,000 private placement were held in escrow until the company’s shares were approved for listing on the Nasdaq.

In connection with the second financing, the Company raised $189,834 through the issuance of 94,917 common shares at a price of $2.00 per share.

On October 14, 2021, the Company completed a non-brokered private placement financing wherein it raised $400,000 through the issuance of 200,000 common shares at a price of $2.00 per share.

| -29- |

| --- |

BYNDCANNASOFT ENTERPRISES INC.

Notes to the Consolidated Financial Statements

For the Years Ended for December 31, 2022 and 2021

(Expressed in Canadian dollars, unless otherwise noted)

NOTE14 – EQUITY (continued)

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 year ended December 31, 2022 are summarized as follows:

			Weighted Average<br><br> <br>Exercise Price
Outstanding<br> at January 1, 2021	-			-
Granted<br> during the period	1,135,000		$	1.09
Exercised<br> during the period	(60,000	)	$	0.82
Cancelled<br> during the period	(180,000	)	$	0.82
Outstanding<br> at December 31, 2021	895,000		$	1.16
Exercised<br> during the period	(290,000	)	$	0.82
Granted<br> during the period	10,000		$	6.20
Outstanding<br> at December 31, 2022	615,000		$	1.41
Exercisable<br> at December 31, 2022	612,500		$	1.39

Additional information regarding stock options outstanding as of December 31, 2022, is as follows:

Outstanding						Exercisable
Number of<br><br> <br>stock options		Weighted average<br><br> <br>remaining contractual<br><br> <br>life (years)		Weighted Average<br><br> <br>Exercise Price		Number of<br><br> <br>stock options		Weighted Average<br><br> <br>Exercise Price
	250,000		3.25	$	0.82		250,000	$	0.82
	240,000		3.50	$	1.22		240,000	$	1.22
	115,000		3.83	$	2.65		115,000	$	2.65
	10,000		4.50	$	6.20		7,500	$	6.20
	615,000		3.48	$	1.41		612,500	$	1.39

| -30- |

| --- |

BYNDCANNASOFT ENTERPRISES INC.

Notes to the Consolidated Financial Statements

For the Years Ended for December 31, 2022 and 2021

(Expressed in Canadian dollars, unless otherwise noted)

NOTE14 – EQUITY (continued)

During the year ended December 31, 2021, there were 780,000 stock options granted to the directors and officers of the Company with an exercise price of $0.82 per share. The options are exercisable for a period five years from the grant date and are subject to the following vesting schedule: 25% upon listing of the Company’s shares on the Canadian Stock Exchange, 25% on 90 days thereafter, 25% on 180 days thereafter and the remainder on 270 days thereafter. In addition, 240,000 stock options were granted to a director of the Company with an exercise price of $1.22 per share and 115,000 stock options were granted to a director of the Company with an exercise price of $2.65 per share.

During the year ended December 31, 2022, there were 10,000 stock options granted to a director of the Company with an exercise price of $6.20 per share and 290,000 stock options were exercised to shares.

As at December 31, 2022, 612,500 of these stock options were vested. During the year ended December 31, 2021, the Company recorded $550,517 in share-based payment expense. During the year ended December 31, 2022, the Company recorded $153,909 in share-based payment expense.

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

	2022			2021
Weighted<br> average fair value of options granted	$	3.96		$	0.84
Risk-free<br> interest rate		3.56	%		1.04	%
Estimated<br> life (in years)		5			5
Expected<br> volatility		75.91	%		73.69	%
Expected<br> dividend yield		0	%		0	%

NOTE15 – FINANCIAL INSTRUMENTS

a.	Fair value

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

●	Level<br> 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;
●	Level<br> 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
●	Level<br> 3 – Inputs that are not based on observable market data.

Management estimates that cash, amounts receivable and other current liabilities approximately constitute their fair value in view of the fact that these are short term instruments.

b.	Financial risk management

The Company is exposed to various financial risks through its financial instruments: credit risk, liquidity risk and market risk (including currency risk, interest rate risk and other price risk). The following analysis enables users to evaluate the nature and extent of the risks.

| -31- |

| --- |

BYNDCANNASOFT ENTERPRISES INC.

Notes to the Consolidated Financial Statements

For the Years Ended for December 31, 2022 and 2021

(Expressed in Canadian dollars, unless otherwise noted)

NOTE15 – FINANCIAL INSTRUMENTS (continued)

Credit risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations.

The Company is subject to credit risk on its cash and amounts receivable which include trade and other amounts receivable (Note 5). The Company limits its exposure to credit loss on cash by placing its cash with a high-quality financial institution. The Company has concentrations of credit risk with respect to amounts receivable as large amounts of its trade receivables are concentrated amongst a small number of customers. The Company performs credit evaluations of its customers but generally does not require collateral to support trade receivable.

Amounts receivable primarily consist of trade receivables and sales tax receivable. The Company provides credit to very limited customer base in the normal course of business and has established credit evaluation via an active direct consultation with its customers to mitigate credit risk. Amounts receivable are shown net of any provision made for impairment of receivables. Due to this factor, the Company believes that no additional credit risk, beyond amounts provided for collection loss, is inherent in amounts receivable.

Expected credit loss (“ECL”) analysis is performed at each reporting date using an objective approach to measure expected credit losses. The provision amounts are based on direct management interface with the customer. The calculations reflect the probability-weighted outcome, the time value of money and reasonable and supportable information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions. Amounts receivable are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, business failure, the failure of a debtor to engage in a repayment plan, and a failure to make contractual payments over the negotiated contract period.

During the year ended December 31, 2022 and 2021, there was $nil impairment loss on amounts receivable recognized in the statement of income (loss) and comprehensive income (loss).

The Company’s aging of trade receivables (Note 5) were as follows:

	December 31, 2022		December 31, 2021
0<br> – 30 days	$	74,987	$	66,087
31<br> – 60 days		61,287		65,100
	$	136,274	$	131,187

Liquidity risk

Liquidity risk is defined as the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. Financial liabilities include principal and interest payments.

The Company’s liquidity risk is that it is not able to settle liabilities when due or that it can do so only at an abnormally high cost. Accordingly, one of management’s primary goals is to maintain an optimum level

| -32- |

| --- |

BYNDCANNASOFT ENTERPRISES INC.

Notes to the Consolidated Financial Statements

For the Years Ended for December 31, 2022 and 2021

(Expressed in Canadian dollars, unless otherwise noted)

NOTE15 – FINANCIAL INSTRUMENTS (Continued)

of liquidity by actively managing assets, liabilities and cash flows generated by operations. The Company’s future strategies can be financed through a combination of cash flows generated by operations, borrowing under existing credit facilities, and the issuance of equity. Management prepares regular budgets and cash flow forecasts to help predict future changes in liquidity.

The Corporation has financial liabilities with the following maturities as at December 31, 2022:

	Contractual<br> cash flows
	Up to 1<br> year		1 to 2<br> years		2 to 3<br> years		3 to 4<br> years		5 year and over		Total
Trade<br> payables (Note 9)	$	40,241	$	-	$	-	$	-	$	-	$	40,241
Long<br> term loan and unpaid interest (Note 12)		47,740		49,241		38,990		-		-		135,971
	$	87,981	$	49,241	$	38,990	$	-	$	-	$	176,212

The Corporation has financial liabilities with the following maturities as at December 31, 2021:

	Contractual<br> cash flows
	Up to 1<br> year		1 to 2<br> years		2 to 3<br> years		3 to 4<br> years		5 year and over		Total
Trade<br> payables (Note 9)	$	105,931	$	-	$	-	$	-	$	-	$	105,931
Long<br> term loan and unpaid interest (Note 12)		49,207		50,754		52,350		40,340		-		192,651
	$	155,138	$	50,754	$	52,350	$	40,340	$	-	$	298,582

Market risk

Market risk is the risk that the fair value or future cash flows from financial instruments will change as a result of changes in market prices. Market risk includes risks such as currency risk and share price risk. The financial instruments of the Company which are affected by market risk consist mainly of foreign currency cash and deposits, Company’s US dollar denominated convertible debenture and investments in marketable securities.

Foreigncurrency risk

As of December 31, 2022, the Company has a surplus of financial assets over financial liabilities denominated in USD, consisting of cash, in the sum of $1,394,585 (2021 - surplus of financial assets over

| -33- |

| --- |

BYNDCANNASOFT ENTERPRISES INC.

Notes to the Consolidated Financial Statements

For the Years Ended for December 31, 2022 and 2021

(Expressed in Canadian dollars, unless otherwise noted)

NOTE15 – FINANCIAL INSTRUMENTS (Continued)

financial liabilities denominated in USD, consisting of cash and funds held in escrow, in the sum of $4,314,847).

Currencysensitivity analysis

The table below demonstrates the sensitivity test to a reasonable possible change in the exchange rate of the US dollar, with all other variables unchanged. The impact on the Company’s pre-tax profit and loss arises from changes in the fair value of the assets and financial liabilities is as follows:

	Impact on<br><br> <br>pre-tax profit
December<br> 31, 2022	$	(69,729	)
		69,729
December<br> 31, 2021		(215,742	)
	$	215,742

All values are in US Dollars.

Equity(share price) risk

The Company’s investments in tradable shares are sensitive to market price risk arising from uncertainties concerning the future value of these investments.

As of December 31, 2022, Company’s exposure as a result of investments in tradable shares is $nil (2021 – $nil). A 10% decrease in share price may reduce the Company’s pre-tax profit and loss by approximately $nil (2021 - $nil). A 10% subsequent increase in the value of the tradable shares shall increase Company’s pre-tax profit and loss by a similar amount.

c.	Capital management

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the development and sale of its products and services, as well as to ensure that the Company is able to meet its financial obligations as they become due. The capital structure consists of components of shareholders’ equity, promissory note due to related parties and the term loan provided by the bank.

The basis for the Company’s capital structure is dependent on the Company’s expected business growth and changes in business environment. To maintain or adjust the capital structure, the Company may issue new shares, incur debt or return capital to shareholders. The Company does not presently utilize any quantitative measures to monitor its capital, but rather relies on the expertise of the Company’s management to sustain the future development of the business. Management reviews its capital management approach on an ongoing basis and believes that this approach is reasonable.

The Company is not subject to externally imposed capital requirements. There were no changes to the Company’s approach to capital management during the years ended December 31, 2022 and 2021.

| -34- |

| --- |

BYNDCANNASOFT ENTERPRISES INC.

Notes to the Consolidated Financial Statements

For the Years Ended for December 31, 2022 and 2021

(Expressed in Canadian dollars, unless otherwise noted)

NOTE16 – REVENUE AND DEFERRED REVENUE

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

	December 31, 2022		December 31, 2021
Software<br> development	$	761,166	$	725,862
Software<br> license		213,749		208,625
Software<br> supports		71,460		196,703
Cloud<br> hosting		67,334		72,945
Others		9,363		13,324
	$	1,123,072	$	1,217,459

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

	December 31, 2022		December 31, 2021
Revenue<br> recognized over time	$	909,323	$	1,008,834
Revenue<br> recognized at a point of time		213,749		208,625
	$	1,123,072	$	1,217,459

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 during the years ended December 31 are as follows:

	December 31, 2022		December 31, 2021
Deferred<br> revenue, beginning	$	30,046	$	107,865
Customer<br> payments received attributable to contract liabilities for unearned revenue		263,404		64,434
Revenue<br> recognized from fulfilling contract liabilities		74,381		142,253
Deferred<br> revenue, ending	$	219,068	$	30,046

The Company derives significant revenues from one customer. During the year ended December 31, 2022, revenue from this customer were 83% (2021 - 80%) of total revenue. The trade receivable outstanding as at December 31, 2022, and 2021 are due from this customer.

| -35- |

| --- |

BYNDCANNASOFT ENTERPRISES INC.

Notes to the Consolidated Financial Statements

For the Years Ended for December 31, 2022 and 2021

(Expressed in Canadian dollars, unless otherwise noted)

NOTE17 – COST OF REVENUE

Cost of revenue incurred during the years ended December 31 are comprised of the following:

	December 31, 2022			December 31, 2021
Salaries<br> and benefits	$	510,615		$	563,165
Subcontractors<br> expense (recovery)		(16,318	)		570
Software<br> and other		9,804			26,653
Depreciation		2,399			3,933
	$	506,500		$	594,321

NOTE18 – INCOME TAXES

The relevant companies’ tax applicable to the Company commencing from 2021 (Year of Amalgamation) and thereafter is 27%.

The relevant companies’ tax applicable to BYND commencing from 2018 and thereafter is 23%. Current taxes for the reported periods are calculated according to the said tax rate.

A reconciliation of income taxes at statutory rates with the reported taxes is as follows:

	December 31, 2022			December 31, 2021
Income<br> (loss) before tax	$	(1,658,404	)	$	(4,843,512	)
Income<br> tax rate		27%<br> and 23%			27%<br> and 23%
Expected<br> income expense (recovery)		(460,055	)		(1,325,208	)
Permanent<br> differences		(216,957	)		1,224,524
Prior<br> years reassessment of tax expense		-			-
Change<br> in unrecognized deferred assets		43,428			(14,629	)
Change<br> in valuation allowance		542,633			102,162
Other		97,231			48,564
Total<br> income tax expense	$	6,280		$	35,413
Current<br> income tax	$	6,280		$	35,413
Deferred<br> income tax		-			-
Total<br> income tax expense	$	6,280		$	35,413

| -36- |

| --- |

BYNDCANNASOFT ENTERPRISES INC.

Notes to the Consolidated Financial Statements

For the Years Ended for December 31, 2022 and 2021

(Expressed in Canadian dollars, unless otherwise noted)

NOTE18 – INCOME TAXES (continued)

Temporary differences that give rise to the following deferred tax assets and liabilities at are:

	December 31, 2022			December 31, 2021
Deferred<br> tax assets
Non-capital<br> loss carry forwards - Canada
Non-capital loss carry forwards - Israel		644,794-			102,162-
	$	644,794		$	102,162
Valuation<br> allowance		(644,794	)		(102,162	)
	$	-		$	-

The Company has Canadian non-capital losses of $2,009,751 which is available to offset future years’ taxable income in Canada.

BYND has $nil (2021 - $nil) in non-capital losses carried forward for tax purposes, which can be carried forward indefinitely to be offset against future business income and business capital gains.

Tax attributes are subject to review, and potential adjustment, by tax authorities.

NOTE19 – SUBSEQUENT EVENTS

On January 3, 2023, the Company issued 6,727 common shares to two directors following the vesting of RSU’s.

| -37- |

| --- |

Exhibit99.2

BYNDCANNASOFT ENTERPRISES INC.

MANAGEMENTDISCUSSION AND ANALYSIS FOR THE FISCAL YEARS ENDED DECEMBER 31, 2022 and 2021

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 audited, consolidated financial statements and notes thereto of BYND Cannasoft Enterprises Inc. (“BYND Cannasoft” or the “Company”) for the fiscal years ended December 31, 2022 and 2021. The information contained in this MD&A is current to March 31, 2023.

The preparation of the Company’s financial statements are in conformity with International Financial Reporting Standards (“IFRS”) and requires management 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. Actual results could differ from those estimates.

COVID-19

Since March 2020, several governmental measures have been implemented in both Israel and Canada and throughout the rest of the world in response to the coronavirus (COVID-19) pandemic. While the impact of COVID-19 and these measures are expected to be temporary, the current circumstances are dynamic and the impacts of COVID19 on the Company’s business operations cannot be reasonably estimated at this time. The Company anticipates this could have an adverse impact on its business, results of operations, financial position and cash flows in the future. The Company continues to operate its business and adheres to applicable emergency measures as those are developed.

CAUTIONARYNOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTORS

This MD&A contains forward-looking statements that include risks and uncertainties that are disclosed under the section “RiskManagement”. 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.

This MD&A contains certain statements that may constitute “forward-looking statements”. 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, and business and financing plans. Although the Company believes that such statements are reasonable, 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 any forward-looking statements by the Company are not guarantees of future performance, and that actual results may differ materially from those in forward looking statements as a result of various factors, including, but not limited to, the Company’s ability to continue its projected growth, to raise the necessary capital or to be fully able to implement its business strategies.

GOINGCONCERN

The Company’s financial statements have been prepared on a going concern basis, which implies 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 CRM software business, (ii) development of its New Cannabis CRM Platform for the medical cannabis industry, (iii) raising sufficient capital to enable the Company to construct its proposed Cannabis Farm, (iv) the construction and operation of its proposed Cannabis Farm, and (v) development of 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.

DESCRIPTIONOF BUSINESS

BYND Cannasoft Enterprises Inc. was amalgamated under the Business Corporations Act (British Columbia) on March 29, 2021. The Company’s registered address is 2264 East 11th Avenue, Vancouver, BC, V5N 1Z6, Canada.

RecentDevelopments

●	On<br> February 5, 2023, Cannasoft Pharma Holdings Ltd., has received a Contactless Business License. This license allows us to engage in<br> the Cannabis industry for the purpose of trading and brokering transactions in Israel, importing from abroad, and purchasing and<br> selling cannabis without touching the substance.
●	On<br> September 22, 2022, the Company completed its acquisition of Zigi Carmel Initiatives and Investments Ltd. (“Zigi Carmel”)<br> in consideration for the issuance to Carmel Zigdon of 7,920,000 Common Shares and US $100,000 to cover his legal expenses. As part<br> of the closing of the acquisition, Mr. Zigdon was appointed as a director of the Company.
	Zigi<br> Carmel owns the EZ-G device, a unique, patent-pending device that, combined with proprietary software (provisional application),<br> regulates the flow of low-concentration CBD oils into the soft tissues of the female reproductive system. According to research conducted<br> across the globe, treatment with low-concentration CBD oils can relieve candida, dryness, scars, and many other female health issues.<br> Numerous studies have shown CBD interacts with the endocannabinoid system, a master regulatory system with receptors all around the<br> body. By activating these receptors, CBD can have health benefits that help make sex more approachable and pleasurable by reducing<br> stress, enhancing one’s mood, promoting body comfort, and treating vaginal issues.
	The<br> Company intends to pursue the final registration of the patent and establish a marketing and sales system for the EZ-G device. The<br> Company’s ‘Go to Market’ strategic plan is based on combined B2B and B2C sales.
●	On<br> August 9, 2022, the Company signed an agreement with the Weizmann Institute of Science for the use of the Company’s proprietary<br> Benefit CRM software. Under the terms of the agreement, the Weizmann Institute of Science will use a beta version of the software<br> provided as Software as a Service (SAAS). The beta version will include the Company’s C.R.M. System - Job Management (BENEFIT),<br> as well as a module system (CANNASOFT) for managing cannabis farms and greenhouses. The Company will grant the Weizmann Institute<br> a permit to use the license free of charge for a period of one year, after which the parties will extend the agreement and the Company<br> will be paid the customary rate as of the date of extension of the agreement.
●	On<br> May 26, 2022, the Company’s common shares were approved for listing on the Nasdaq Capital Markets. Trading commenced on Tuesday,<br> May 31, 2022 under the symbol “BCAN”.

| 2 |

| --- |

CRMBusiness

The Company’s fully 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 will be cloud based and will include many new features and enhancements.

BYND Israel has also developed a new, revolutionary CRM software platform, designed specifically to serve the unique needs of the medical cannabis sector (our “New Cannabis CRM Platform”). BYND Israel’s goal is that its New Cannabis CRM Platform will ultimately become the “virtual marketplace” for all stakeholders in medical cannabis.

MedicalCannabis

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 74% ownership interest in BYBY from its shareholders, in exchange for 54.58% ownership interest in BYND Israel (“BYBY Acquisition”). BYBY owns a primary license for growing medical cannabis granted by the Israeli Ministry of Health and has begun the process of obtaining the necessary permits and approvals to construct a 3.7 acre cannabis farm in southern Israel, to grow and harvest medical cannabis (the “Cannabis Farm”). The BYBY Acquisition transaction was completed on March 29, 2021.

BYND Israel’s long term goal is to leverage its Cannabis Farm business to assist in the development of its New Cannabis CRM Platform. By using data generated by the operation of the Cannabis Farm, including data relating to the growing, harvesting and selling of medical cannabis, BYND Israel will be able to better optimize its New Cannabis CRM Platform to offer stakeholders in the Cannabis industry, a state of the art resource which will enhance their businesses.

TheBYBY Acquisition and the Lincoln Business Combination Transaction

In early 2019, BYND Israel entered into discussions with the owners of BYBY, with a view to: (i) combining their respective businesses, (ii) raising the capital necessary to construct the Cannabis Farm, and (iii) listing BYND Israel’s shares for trading on a Canadian stock exchange (the “Listing”). In pursuit of these goals:

●	On<br> April 22, 2019, BYND Israel signed a convertible loan agreement with an investor, who agreed to loan BYND Israel USD$100,000, to<br> be used to pursue the BYBY Acquisition and the Listing;
●	On<br> August 18, 2019, BYND Israel entered into a “document of understanding” with the owners of BYBY, which outlined the basic<br> terms of the BYBY Acquisition;
●	On<br> November 28, 2019, BYND Israel entered into a non-binding letter of intent with Lincoln Acquisitions Corp. (“Lincoln”),<br> setting out the general terms and conditions relating to a proposed transaction wherein Lincoln would:
○	acquire<br> BYND Israel and BYBY from their respective shareholders (the “Business Combination Transactions”); and
---	---
○	complete<br> the Listing, by applying to list its shares for trading on the Canadian Securities Exchange (“CSE”);

| 3 |

| --- | | ● | On December 9, 2019, BYND Israel assisted in the formation of a new British Columbia corporation (“Fundingco”), to be used as a vehicle for raising capital in connection with the BYBY Acquisition and the Listing; | | --- | --- | | ● | On December 16, 2019, BYND Israel entered into a definitive Business Combination Agreement with Lincoln, Fundingco and the shareholders of BYND Israel in connection with the Business Combination Transactions wherein the parties agreed inter alia that: | | ○ | Lincoln and Fundingco would amalgamate to form BYND Cannasoft, and | | --- | --- | | ○ | BYND Cannasoft would acquire all of the issued and outstanding shares of BYND Israel (and its 74% owned subsidiary, BYBY); |

The Business Combination Transactions were completed on March 29, 2021. Following completion of the Business Combination Transactions, BYND Cannasoft’s primary businesses are now the businesses of BYND Israel and of BYBY.

SELECTEDFINANCIAL INFORMATION

The following table sets forth selected financial information of the Company for the fiscal years ended December 31, 2022 and 2021. The selected financial information set out below has been derived from the Company’s 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
Revenues
Loss	)	)*
Total Assets
Total Liabilities
Working Capital
Shareholders’ Equity
Number of Common Shares Outstanding at period end

All values are in US Dollars.

*Includes a one-time non-recurring non-cash $4,394,390 listing expense incurred due to the Business Combination Transactions and the company’s listing of its shares on the CSE.

| 4 |

| --- |

RESULTSOF OPERATIONS AND OVERALL PERFORMANCE

A.	OPERATING RESULTS

For the year ended December 31, 2022, the Company recorded net loss of $1,664,684 compared to a net loss of $4,878,738 in 2021 and had a cash balance as at December 31, 2022 of $2,392,871 (December 31, 2021 - $3,025,350).

The following provides an overview of the Company’s financial results for the fiscal periods ending December 31, 2022 and 2021:

Revenue

●	Revenues<br> for the fiscal period 2022 amounted to $1,123,072 as compared to $1,217,459 in 2021. This decrease is mainly a result of decreased<br> revenues from customer support in the amount of $125,243, offset by increased revenues from development hours in the amount of $35,304.
●	Approximately<br> 83% of our sales in 2022 and 80% of our sales in 2021 were to our largest costumer and as a result, we are highly dependent on this<br> costumer to continue our operating activities.
●	Development<br> of the Company’s New CRM Platform is now complete and a BETA version of the New CRM Platform is available, we believe that<br> we will begin to generate revenues shortly.
●	Development<br> of the Company’ New Cannabis CRM Platform Phase 1 is now complete and is being currently tested at the Weizmann Institute of<br> Science, however, we do not expect to generate revenues from the platform until Q3 2023.
●	Cannasoft’s<br> proposed Cannabis Farm is at a very early stage of development and we do not expect to generate revenues from the sale of cannabis<br> or cannabis infused products until Q4 2023.

Costof Revenue

●	Cost<br> of Sales for the fiscal period 2022 amounted to $506,500 as compared to $594,321 in 2021. This decrease is mainly a result of a $52,550<br> decrease in payroll expenses due to capitalization of some of our labour to an intangible asset which is the new Cannabis CRM Platform.
●	The<br> gross margin for the fiscal period 2022 was 55% as compared to 51% during 2021. This increase is a result of increasing efficiencies<br> in our ratio of employees to support our customers which helped to achieve higher gross margins.

Generaland Administrative Expenses, Depreciation, Consulting and Marketing, Share-based compensation and Professional Fees

●

For the fiscal period ended December 31, 2022, general and administrative expenses increased to $947,300 from $334,036 in 2021. The increase was due to a $376,237 increase in compensation to senior management and directors, a $91,616 increase in D&O insurance expenses, a $198,876 increase in listing fees paid to the Canadian securities exchange and Nasdaq and a $13,303 increase in transfer agent fees, all of these expenses were incurred due to the company being a reporting issuer in Canada on April 2021 and subsequently listed on Nasdaq on May 2022. Professional fees increased to $1,220,746 from $278,012 mainly due to a $701,672 increase in Investor relations and Public relations expenses a $53,462 increase in legal fees and a $165,691 increase in accounting fees. All of these are related to our listing on Nasdaq on May 2022. Consulting and Marketing expenses decreased to $8,190 from $20,309 mainly due to a $8,795 decrease in consulting expenses in relation to the new Cannabis CRM platform. Depreciation expenses decreased to $30,702 from $51,988 mainly due to the termination of our office lease on October 31, 2021 which decreased our depreciation expenses by $16,361. Share-based compensation decreased to $153,909 from $550,517 as most stock options were granted in fiscal year 2021 and the majority of their vesting occurred in 2021.

| 5 |

| --- |

OtherIncome (Loss) items

●	For<br> the fiscal period ended December 31, 2022, finance expense increased to $14,451 from $13,514 mainly due to an increase in bank charges.
	Foreign<br> exchange gain decreased to $100,322 from $123,002 mainly due to gain on cash denominated in US$.
	Income<br> from a Covid-19 grant was Nil in 2022 compared to $53,301 in 2021 as the company was not eligible for grants in Israel during 2022.
	Listing<br> expense in 2021 was $4,394,390 as the reverse takeover of BYND Cannasoft by BYND was accounted for under IFRS 2 where the difference<br> between the consideration given to acquire the company and the net asset value of the company is recorded as a listing expense.
B.	LIQUIDITY AND CAPITAL RESOURCES
---	---

As at December 31, 2022, the Company had a cash balance of $2,392,871 (December 31, 2021: $5,509,984).

Item
Cash used in operating activities	)	)
Cash used in investing activities	)	)
Cash provided by financing activities
Net increase (decrease) in cash	)

All values are in US Dollars.

●	The<br> Company experienced negative cash flows from operating activities in its last completed fiscal year: $2,067,162 in 2022, primarily<br> due to its net loss of $1,664,684 and an increase in prepaid expenses. Cash outlays included general business and administrative<br> expenses, consulting fees, business and product development, and professional fees.
●	The<br> Company believes that it will be able to generate sufficient cash flows to maintain its current capacity. Nevertheless, it will require<br> additional funds in order to complete the Company’s expansion goals which include, construction of the Cannabis Farm and the<br> development of the EZ-G device.
●	On<br> March 29, 2021, Fundingco completed a private placement financing wherein it issued 562,142 Fundingco special warrants to investors,<br> at an issue price of $0.82 per special warrant, for gross proceeds of $460,956.

| 6 |

| --- | | ● | On May 5, 2021, the Company completed a private placement financing transaction. In connection with the financing, the Company issued 435,337 common shares to investors at an issue price of $1.20 per share, raising $522,410 of gross proceeds. | | --- | --- | | ● | On July 5, 2021, the Company completed a non-brokered private placement financing wherein it raised $1,840,000 through the issuance of 2,000,000 common shares at a price of $0.92 per share. | | ● | On August 16, 2021, 5,000 stock options were exercised to common shares and on September 21, 2021, 55,000 stock options were exercised to common shares for a total proceeds of $49,200. | | ● | On October 4, 2021, the Company completed two non-brokered private placements financing wherein it raised $2,500,000 through the issuance of 2,403,846 common shares at a price of $1.04 per share as well as 400,000 non-transferable share purchase warrants at an exercise price of $1.30 per common share. |

The funds raised from the $2,500,000 private placement were held in escrow until the company’s shares were approved for listing on the Nasdaq.

In connection with the second financing, the Company raised $189,834 through the issuance of 94,917 common shares at a price of $2.00 per share.

●	On October 14, 2021, the Company completed a non-brokered private placement financing wherein it raised $400,000 through the issuance<br>of 200,000 common shares at a price of $2.00 per share.
●	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 at a price of $3.00 per share.
●	On<br> May 3, 2022, 150,000 stock options were exercised to common shares for a total proceeds of $123,000.
●	On<br> September 20, 2022, 140,000 stock options were exercised to common shares for a total proceeds 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 at a price of $4.33 per share.

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 results of operations, financial condition, revenues or expenses, liquidity, capital expenditures or capital resources that is material to investors.

| 7 |

| --- |

OUTSTANDINGSHARE CAPITAL

Common Shares
Issued & Outstanding as at December 31, 2022	37,885,932
Issued on January 3, 2023 (RSUs)	6,727
Total Issued & Outstanding as at March 30, 2023	37,892,659
Convertible Securities	Exercise Price		Expiry Date
---	---	---	---	---
Stock Options	$	0.82	March 29, 2026	250,000
Stock Options	$	1.22	June 29, 2026	240,000
Share Purchase Warrants	$	1.30	October 4, 2023	400,000
Stock Options	$	2,65	October 26, 2026	115,000
Stock Options	$	6.20	June 14, 2027	10,000
RSU`s		N/A	April 3, 2023	6,727
Fully Diluted Share Capital				38,914,386

TRANSACTIONSWITH RELATED PARTIES

During the year ended December 31, 2022, the Company paid management and consulting fees in the amount of $1,349,084 to its President, CEO, CFO, CTO & two Directors. During the same period in 2021 the Company paid $612,395.

As at December 31, 2022, there were $1,002 included in amounts receivable owed from a company’s shareholder.

As at December 31, 2022, there were $37,094 included in accounts payable owed to the company’s President, CTO, CFO and a Director.

On June 14, 2022, the Company granted 10,000 stock options to a director, which options are exercisable for 5 years, at an exercise price of $6.20 per share.

On July 3, 2022, the Company granted 26,908 RSU’s to two directors, which expire on July 3, 2023.

| 8 |

| --- |

SUBSEQUENTEVENTS

On January 3, 2023, the Company issued 6,727 common shares to two directors following the vesting of RSU’s.

PROPOSEDTRANSACTIONS

As of the date of this MD&A, there are no proposed significant transactions involving the Company.

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

Financial instruments include cash, amounts receivable and 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 December 31, 2022 the Company had $3,446,238 in current assets and $458,263 in current liabilities resulting in a working capital of $2,987,975.

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 risk as the Company has a surplus of financial assets over financial liabilities denominated in USD as of December 31, 2022, consisting of cash in the sum of $1,394,585. As of December 31, 2022 a 5% depreciation or appreciation of the U.S. dollar against the New Israeli Shekel would have resulted in an approximate $69,729 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. Total amount of the Company’s financial liabilities according to the contractual conditions in non-capitalized amounts (including interest payments) as at December 31, 2022 for the next 5 years and over is $176,212. To secure the additional capital necessary to pursue its plans, the Company may have to raise additional funds through equity or debt financing.

| 9 |

| --- |

LimitedFinancial Resources Risk

The Company has limited financial resources and operating revenues and its ability to move forward with its plans to develop its Cannabis Farm are dependent upon management’s success in raising additional capital. Failure to obtain additional financing could result in the delay or indefinite postponement of the development of its Cannabis Farm and the Company may become unable to carry out its stated business objectives.

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 Canadian Securities Exchange 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.

Coronavirus(COVID-19) Risk

Since March 2020, several governmental measures have been implemented in both Israel and Canada and throughout the rest of the world in response to the coronavirus COVID-19 pandemic. While the impact of COVID-19 and these measures are expected to be temporary, the current circumstances are dynamic and the impacts of COVID19 on the Company’s business operations cannot be reasonably estimated at this time. The Company anticipates this could have an adverse impact on its business, results of operations, financial position and cash flows during 2022. The Company continues to operate its business, and in response to Government emergency measures, has from time to time requested its employees and consultants work remotely wherever possible. These government measures, which could include government mandated closures of the Company or its contractors or restrictions on travel of various personnel, could impact the Company’s ability to conduct its business in the normal course.

BusinessRisks relating to our CRM Business

●	Defects<br> or disruptions in our planned 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.

| 10 |

| --- |

BusinessRisks relating to our proposed Cannabis Business

●	The<br> Company does not yet have sufficient financial resources to complete construction of the Cannabis Farm and there is no guarantee<br> that we will be able to raise the necessary capital, either through debt or equity financing, or in either case, on favorable terms.
●	Our<br> Cannabis Farm 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> until at least Q4 2023.
●	Unfavorable<br> publicity or unfavorable consumer perception of us or cannabis generally may constrain our sales and revenue.

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.

OTHERMATTERS

LegalProceedings

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

| 11 |

| --- |

ContingentLiabilities

At the date of 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 an 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.

| 12 |

| --- |

Exhibit99.3

Form52-109F1

Certificationof Annual Filings

FullCertificate

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

1.	Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents<br> and information that are incorporated by reference in the AIF (together, the “annual filings”) of BYND Cannasoft Enterprises Inc. for the financial year ended December 31, 2022.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue<br> statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not<br> misleading in light of the circumstances under which it was made, for the period covered by the annual filings.
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with<br> the other financial information included in the annual filings fairly present in all material respects the financial condition, financial<br> performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.
4.	Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls<br> and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument<br> 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and<br> I have, as at the financial year end
(a)	designed<br> DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
---	---
(i)	material<br> information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are<br> being prepared; and
---	---
(ii)	information<br> required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities<br> legislation is recorded, processed, summarized 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 regarding the reliability of financial reporting<br> and the preparation of financial statements 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 I used to design the issuer’s ICFR<br> is Internal Control – Integrated Framework (2013) published by the Committee of Sponsoring Organization of the Treadway Commission<br> (“COSO”).
---	---

| 1 |

| --- | | 5.2 | ICFR – material weakness relating to design: The issuer has disclosed in its annual MD&A for each material weakness relating to design existing at the financial year end | | --- | --- | | (a) | a description of the material weakness; | | --- | --- | | (b) | the impact of the material weakness on the issuer’s financial reporting and its ICFR; and | | (c) | the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness. | | 5.3 | Limitation on scope of design: NA | | --- | --- | | 6. | Evaluation: The issuer’s other certifying officer(s) and I have |

(a)	evaluated,<br> or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at the financial year end and the<br> issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on<br> that evaluation; and
(b)	evaluated,<br> or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer<br> has disclosed in its annual MD&A
(i)	our<br> conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and
---	---
(ii)	NA
7.	Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer’s ICFR that occurred during<br> the period beginning on October 1, 2022 and ended on December 31, 2022 that has materially affected, or is reasonably<br> likely to materially affect, the issuer’s ICFR.
---	---
8.	Reporting to the issuer’s auditors and board of directors or audit committee: The issuer’s other certifying officer(s)<br> and I have disclosed, based on our most recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or<br> the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in<br> the issuer’s ICFR.
Date:<br> March 31, 2023
---
“Yftah Ben Yaackov”
Yftah Ben Yaackov
Chief Financial Officer

| 2 |

| --- |

Exhibit99.4

Form52-109F1

Certificationof Annual Filings

FullCertificate

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

1.	Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents<br> and information that are incorporated by reference in the AIF (together, the “annual filings”) of BYND Cannasoft Enterprises Inc. for the financial year ended December 31, 2022.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue<br> statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not<br> misleading in light of the circumstances under which it was made, for the period covered by the annual filings.
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with<br> the other financial information included in the annual filings fairly present in all material respects the financial condition, financial<br> performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.
4.	Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls<br> and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument<br> 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and<br> I have, as at the financial year end
(a)	designed<br> DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
---	---
(i)	material<br> information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are<br> being prepared; and
---	---
(ii)	information<br> required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities<br> legislation is recorded, processed, summarized 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 regarding the reliability of financial reporting<br> and the preparation of financial statements 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 I used to design the issuer’s ICFR<br> is Internal Control – Integrated Framework (2013) published by the Committee of Sponsoring Organization of the Treadway Commission<br> (“COSO”).
---	---

| 1 |

(a)	evaluated,<br> or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at the financial year end and the<br> issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on<br> that evaluation; and
(b)	evaluated,<br> or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer<br> has disclosed in its annual MD&A
(i)	our<br> conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and
---	---
(ii)	NA
7.	Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer’s ICFR that occurred during<br> the period beginning on October 1, 2022 and ended on December 31, 2022 that has materially affected, or is reasonably<br> likely to materially affect, the issuer’s ICFR.
---	---
8.	Reporting to the issuer’s auditors and board of directors or audit committee: The issuer’s other certifying officer(s)<br> and I have disclosed, based on our most recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or<br> the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in<br> the issuer’s ICFR.
Date:<br> March 31, 2023
---
“Gabi Kabazo”
Gabi Kabazo
Chief Financial Officer

| 2 |

| --- |