Femto Technologies Inc 6-K, filed Jun 8, 2022
Femto Technologies Inc. (FMTOF)
About this 6-K
Femto Technologies Inc filed this 6-K on June 8, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2022
Commission File Number: 000-56431
BYND CANNASOFT ENTERPRISES INC.
(Translation of registrant’s name into English)
7000 Akko Road
Kiryat Motzkin
Israel
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
| Form 20-F ☒ | Form 40-F ☐ |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): _____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): _____
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
| Yes ☐ | No ☒ |
If “Yes” marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-________
In May 2022, BYND Cannasoft Enterprises Inc. issued its consolidated interim financial statements and the related management discussion and analysis for the three months ended March 31, 2022, 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.
Exhibit List
| Exhibit No. | Description | |
| Exhibit 99.1 | Consolidated interim financial statements for the three months ended March 31, 2022 | |
| Exhibit 99.2 | Management Discussion and Analysis | |
| Exhibit 99.3 | ||
| Exhibit 99.4 |
| 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.
June 8, 2022
| BYND CANNASOFT ENTERPRISES INC. | ||
| By: | /s/ Yftah Ben Yaackov | |
| Name: | Yftah Ben Yaackov | |
| Title: | Chief Executive Officer | |
| 3 |
Exhibit 99.1
BYND CANNASOFT ENTERPRISES INC.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THREE MONTHS ENDED MARCH 31, 2022
(EXPRESSED IN CANADIAN DOLLARS)
(UNAUDITED)
| - 1 - |
NOTICE TO READER
Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the condensed consolidated interim financial statements have not been reviewed by an auditor.
The accompanying unaudited condensed consolidated interim financial statements of the Company have been prepared by and are the responsibility of the Company’s management.
The Company’s independent auditors have not audited, reviewed or otherwise attempted to verify the accuracy or completeness of these condensed consolidated interim financial statements. Readers are cautioned that these statements may not be appropriate for their intended purposes.
May 27, 2022
| - 2 - |
BYND CANNASOFT ENTERPRISES INC.
Consolidated Interim Statements of the Financial Position
(Expressed in Canadian dollars)
(Unaudited)
| As at | Notes | March 31, 2022 | December 31, 2021 | |||||||||
| Assets | ||||||||||||
| Cash | $ | 2,455,531 | $ | 3,025,350 | ||||||||
| Funds held in escrow | 2,448,966 | 2,484,634 | ||||||||||
| Amounts receivable | 4 | 226,315 | 196,828 | |||||||||
| Prepaid expenses | 8,990 | 40,240 | ||||||||||
| Total Current Assets | 5,139,802 | 5,747,052 | ||||||||||
| Intangible assets | 6 | 1,391,407 | 1,300,429 | |||||||||
| Property and equipment | 7 | 902,010 | 443,241 | |||||||||
| Total Assets | $ | 7,433,219 | $ | 7,490,722 | ||||||||
| Liabilities and Shareholders’ Equity | ||||||||||||
| Liabilities | ||||||||||||
| Trade payables and accrued liabilities | 8 | $ | 198,752 | $ | 180,598 | |||||||
| Deferred revenue | 14 | 20,777 | 30,046 | |||||||||
| Long term loan – current portion | 11 | 47,767 | 49,207 | |||||||||
| Total Current Liabilities | 267,296 | 259,851 | ||||||||||
| Long term loan | 11 | 126,094 | 143,444 | |||||||||
| Liabilities for employee benefits | 12 | 84,233 | 87,058 | |||||||||
| Total Liabilities | $ | 477,623 | $ | 490,353 | ||||||||
| Shareholders’ equity | ||||||||||||
| Share capital | 13 | $ | 10,966,421 | $ | 10,843,471 | |||||||
| Share purchase warrants reserve | 639,879 | 639,879 | ||||||||||
| Shares to be issued | - | 81,967 | ||||||||||
| Share-based payment reserve | 635,949 | 550,517 | ||||||||||
| Translation differences reserve | 19,962 | 27,455 | ||||||||||
| Capital reserve for re-measurement of defined benefit plan | 12 | 11,032 | 9,444 | |||||||||
| Deficit | (5,317,647 | ) | (5,152,364 | ) | ||||||||
| Total equity | $ | 6,955,596 | $ | 7,000,369 | ||||||||
| Total Liabilities and Shareholders’ Equity | $ | 7,433,219 | $ | 7,490,722 | ||||||||
Nature of operations and going concern (Note 1)
These condensed consolidated interim financial statements were approved for issue by the Board of Directors on May 26, 2022 and signed on its behalf by:
| “Yftah Ben Yaackov” | “Gabi Kabazo” | |
| Director | Director |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
| - 3 - |
BYND CANNASOFT ENTERPRISES INC.
Consolidated Interim Statements of Income (Loss) and Comprehensive Income (Loss)
(Expressed in Canadian dollars)
(Unaudited)
| March 31, | March 31, | |||||||||||
| For the three months ended | Notes | 2022 | 2021 (Restated) | |||||||||
| Revenue | 14 | $ | 455,279 | $ | 244,093 | |||||||
| Cost of revenue | 15 | (100,168 | ) | (172,622 | ) | |||||||
| Gross profit | 355,111 | 71,471 | ||||||||||
| Consulting and marketing | 4,783 | 8,486 | ||||||||||
| Depreciation | 5,7 | 9,093 | 15,646 | |||||||||
| Share-based
compensation General and administrative expenses | 85,432 164,488 | -71,016 | ||||||||||
| Professional fees | 151,294 | 34,396 | ||||||||||
| 415,090 | 129,544 | |||||||||||
| Income (loss) before other income (loss) | $ | (59,979 | ) | $ | 51,189 | |||||||
| Other income (loss) | ||||||||||||
| Foreign exchange loss | (109,825 | ) | - | |||||||||
| Covid-19 grant | - | 11,746 | ||||||||||
| Finance expenses, net | (2,970 | ) | (3,057 | ) | ||||||||
| Listing expense | 3 | - | (4,394,390 | ) | ||||||||
| (112,795 | ) | (4,385,701 | ) | |||||||||
| Loss before tax | $ | (172,774 | ) | $ | (4,443,774 | ) | ||||||
| Tax recovery | 7,491 | - | ||||||||||
| Loss for the period | $ | (165,283 | ) | $ | (4,443,774 | ) | ||||||
| Other comprehensive income (loss) | ||||||||||||
| Items that may be reclassified to profit or loss | ||||||||||||
| Exchange differences on translation of foreign operations | $ | (7,493 | ) | $ | 14,869 | |||||||
| Remeasurement of a defined benefit plan, net | 1,588 | 2,207 | ||||||||||
| Other comprehensive income (loss) for the period | $ | (5,905 | ) | $ | 17,076 | |||||||
| Total comprehensive loss | $ | (171,188 | ) | $ | (4,426,698 | ) | ||||||
| loss per share – basic and diluted | $ | (0.01 | ) | $ | (0.52 | ) | ||||||
| Weighted average shares outstanding – basic and diluted | 29,514,163 | 8,542,179 | ||||||||||
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
| - 4 - |
BYND CANNASOFT ENTERPRISES INC.
Consolidated Interim Statements of Changes in Shareholders’ Equity
(Expressed in Canadian dollars)
(Unaudited)
| Number of shares* | Share capital | Shares to be issued | Share purchase warrants reserve | Translation differences reserve (Restated) | Share-based payment reserve | Capital reserve for re-measurement of defined benefit plan | Retained earnings (Deficiency) (Restated) | Total (Restated) | ||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Balance, January 1, 2021 | 8,184,388 | 289 | - | - | 12,982 | - | 3,221 | (273,626 | ) | (257,134 | ) | |||||||||||||||||||||||||
| Shares
issued for acquisition of B.Y.B.Y. Investment and Promotions Ltd. (“B.Y.B.Y.”) (note 3) | 9,831,495 | 840,941 | - | - | - | - | - | - | 840,941 | |||||||||||||||||||||||||||
| Shares
issued upon reverse takeover (note 3) | 6,269,117 | 5,140,676 | - | - | - | - | - | - | 5,140,676 | |||||||||||||||||||||||||||
| Loss for the period | - | - | - | - | - | - | - | (4,443,774 | ) | (4,443,774 | ) | |||||||||||||||||||||||||
| Other comprehensive loss for the period | - | - | 14,869 | 2,207 | - | 17,076 | ||||||||||||||||||||||||||||||
| Balance at March 31, 2021 | 24,285,000 | 5,981,906 | - | - | 27,851 | - | 5,428 | (4,717,400 | ) | 1,297,785 | ||||||||||||||||||||||||||
| Balance at January 1, 2022 | 29,479,100 | 10,843,471 | 81,967 | 639,879 | 27,455 | 550,517 | 9,444 | (5,152,364 | ) | 7,000,369 | ||||||||||||||||||||||||||
| Loss for the period | - | - | - | - | - | - | - | (165,283 | ) | (165,283 | ) | |||||||||||||||||||||||||
| Proceeds for shares issued | 40,983 | 122,950 | (81,967 | ) | - | - | - | - | - | 40,983 | ||||||||||||||||||||||||||
| Share-based payments | - | - | - | - | - | 85,432 | - | - | 85,432 | |||||||||||||||||||||||||||
| Other comprehensive loss for the period | - | - | - | - | (7,493 | ) | - | 1,588 | - | (5,905 | ) | |||||||||||||||||||||||||
| Balance at March 31, 2022 | 29,520,083 | 10,966,421 | - | 639,879 | 19,962 | 635,949 | 11,032 | (5,317,647 | ) | 6,955,596 | ||||||||||||||||||||||||||
*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 condensed consolidated financial statements.
| - 5 - |
BYND CANNASOFT ENTERPRISES INC.
Consolidated Interim Statements of Cash Flows
For the three months ended March 31, 2022 and 2021
(Expressed in Canadian dollars)
(Unaudited)
| As at | March 31, 2022 | March 31, 2021 | ||||||
| Operating activities: | ||||||||
| Loss for the period | $ | (165,283 | ) | $ | (4,443,774 | ) | ||
| Non-working capital adjustments: | ||||||||
| Finance expense | 1,380 | 364 | ||||||
| Share-based compensation | 85,432 | - | ||||||
| Depreciation | 9,822 | 16,712 | ||||||
| Gain from Promissory note | - | (155,548 | ) | |||||
| Listing expense | - | 4,394,390 | ||||||
| Unrealized foreign exchange loss | 92,766 | 56,172 | ||||||
| Working capital adjustments: | ||||||||
| Change in amount receivables | (29,487 | ) | (926 | ) | ||||
| Change in trade payables and accrued liabilities | 18,154 | 78,218 | ||||||
| Change
in deferred revenue Change in prepaid expenses | (9,269) 31,250 | -2,349 | ||||||
| Change in benefits to employees | (1,237 | ) | (1,869 | ) | ||||
| Net cash provided by (used in) operating activities | 33,528 | (53,912 | ) | |||||
| Investing activities: | ||||||||
| Purchase of property and equipment | (488,638 | ) | (1,057 | ) | ||||
| Disposal
of property and equipment Investment in intangible assets | 1,530 (90,978) | -- | ||||||
| Net cash used in investing activities | (578,086 | ) | (1,057 | ) | ||||
| Financing activities: | ||||||||
| Cash acquired from acquisition of BYND | - | 494,144 | ||||||
| Proceeds from private placements | 40,983 | - | ||||||
| Proceeds
(repayment of) from long term loan | (11,767 | ) | - | |||||
| Repayment of lease obligation | - | (25,578 | ) | |||||
| Net cash provided by financing activities | 29,216 | 468,566 | ||||||
| Net Increase (decrease) in cash | $ | (515,342 | ) | $ | 413,597 | |||
| Effect of foreign exchange rate changes | (90,145 | ) | (27,385 | ) | ||||
| Cash at beginning of period | 5,509,984 | 563,015 | ||||||
| Cash at end of period | $ | 4,904,497 | $ | 949,227 | ||||
| Supplemental non-cash information | ||||||||
| Shares issued for intangible asset in B.Y.B.Y acquisition | $ | - | $ | 850,000 | ||||
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
| - 6 - |
BYND CANNASOFT ENTERPRISES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2022
(Expressed in Canadian dollars)
(Unaudited)
NOTE 1 – NATURE OF OPERATIONS AND GOING CONCERN
BYND Cannasoft Enterprises Inc. (the “Company” or “BYND Cannasoft”) is a Canadian company which was amalgamated under the Business Corporations Act (British Columbia) on March 29, 2021. The Company’s registered address is 2264 East 11th Avenue, Vancouver, Canada.
The Company is a software house which develops enterprise software tools that enable manufacturing and service companies to optimize their workforce management, customer service, and asset management.
On March 29, 2021, the Company completed the business combination transactions with BYND – Beyond Solutions Ltd. (“BYND”) (note 3). 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 3).
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.
These condensed interim consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. These financial statements do not reflect the adjustments to the carrying values of assets and liabilities, the reported revenues and expenses, and the statement of financial position classifications used, that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. Such adjustments could be material.
| - 7 - |
BYND CANNASOFT ENTERPRISES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2022
(Expressed in Canadian dollars)
(Unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND USE OF ESTIMATES AND JUDGMENTS (Restated)
| a. | Basis of presentation and statement of compliance |
| These condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Issues Committee (“IFRIC”) applicable to the preparation of interim financial statements, including International Accounting Standard (“IAS”) 34 Interim Financial Reporting. | |
| The notes presented in these condensed consolidated interim financial statements include only significant events and transactions occurring since the Company’s last fiscal year end and they do not include all of the information required in the Company’s most recent annual consolidated financial statements. Except as noted below, these condensed consolidated interim financial statements follow the same accounting policies and methods of application as the Company’s annual financial statements and should be read in conjunction with the Company’s annual financial statements for the year ended December 31, 2021, which were prepared in accordance with IFRS as issued by IASB. There have been no significant changes in judgement or estimates from those disclosed in the consolidated financial statements for the year ended December 31, 2021. | |
| b. | Basis of Consolidation |
| The condensed consolidated interim financial statements incorporate the financial statements of the Company and of its wholly owned subsidiaries, BYND and B.Y.B.Y.. B.Y.B.Y is owned directly through BYND and 24% of the shares of B.Y.B.Y. is held by a related party in trust for the Company. | |
| A subsidiary is an entity over which the Company has control, directly or indirectly, where control is defined as the power to govern the financial and operating policies of an enterprise so as to obtain benefits from its activities. A subsidiary is consolidated from the date upon which control is acquired by the Company and all intercompany transactions and balances have been eliminated on consolidation. | |
| c. | Basis of Measurement |
| The condensed consolidated interim financial statements were prepared based on the historical costs, except for financial instruments classified as fair value through profit and loss (“FVTPL”) and assets or liabilities for employee benefits, which are stated at their fair value. In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information. | |
| d. | Currency of Operation and Currency of Presentation |
| The condensed consolidated interim financial statements are presented in Canadian dollars. The functional currency of the Company is Canadian dollars, and the functional currency of its subsidiaries is the New Israeli Shekel (“NIS”). NIS represents the main economic environment in which the subsidiaries operate. |
| - 8 - |
BYND CANNASOFT ENTERPRISES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2022
(Expressed in Canadian dollars)
(Unaudited)
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND USE OF ESTIMATES AND JUDGMENTS (continued) (Restated)
| e. | Significant estimates and assumptions |
| The preparation of these condensed consolidated interim financial statements in accordance with IFRS requires the Company to use judgment in applying its accounting policies and make estimates and assumptions about reported amounts at the date of the financial statements and in the future. The Company’s management reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the period in which the estimates are revised. | |
| Income taxes | |
| Provisions for income taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these income tax provisions at the end of each reporting period. However, it is possible that at some future date an additional liability could result from audits by tax authorities. Where the final outcome of these tax-related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made. Deferred tax assets are recognized when it is determined that the company is likely to recognize their recovery from the generation of taxable income. | |
| Useful lives of property and equipment | |
| Estimates of the useful lives of property and equipment are based on the period over which the assets are expected to be available for use. The estimated useful lives are reviewed annually and are updated if expectations differ from previous estimates due to physical wear and tear, technical or commercial obsolescence, and legal or other limits on the use of the relevant assets. In addition, the estimation of the useful lives of the relevant assets may be based on internal technical evaluation and experience with similar assets. It is possible, however, that future results of operations could be materially affected by changes in the estimates brought about by changes in the factors mentioned above. The amounts and timing of recorded expenses for any period would be affected by changes in these factors and circumstances. A reduction in the estimated useful lives of the equipment would increase the recorded expenses and decrease the non-current assets. | |
| Convertible debentures | |
| The identification of convertible note components is based on interpretations of the substance of the contractual arrangement and therefore requires judgement from management. The separation of the components affects the initial recognition of the convertible debenture at issuance and the subsequent recognition of interest on the liability component. The determination of the fair value of the liability is also based on a number of assumptions, including contractual future cash flows, discount rates and the presence of any derivative financial instruments. |
| - 9 - |
BYND CANNASOFT ENTERPRISES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2022
(Expressed in Canadian dollars)
(Unaudited)
| NOTE 2 – | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND USE OF ESTIMATES AND JUDGMENT (continued) (Restated) |
| e. | Significant estimates and assumptions (continued) |
| Other Significant Judgments | |
| The preparation of financial statements in accordance with IFRS requires the Company to make judgments, apart from those involving estimates, in applying accounting policies. The most significant judgments in applying the Company’s financial statements include: |
| ● | the assessment of the Company’s ability to continue as a going concern and whether there are events or conditions that may give rise to significant uncertainty; | |
| ● | the classification of financial instruments; | |
| ● | the assessment of revenue recognition using the five-step approach under IFRS 15 and the collectability of amounts receivable; and | |
| ● | the determination of the functional currency of the company. |
| f. | Restatement of previously reported financial statements |
| The Company has identified certain errors certain errors in its classification of cost of revenue, depreciation and general and administrative expenses for the three months ended March 31, 2021, which resulted in material misstatements in accounts as summarized in the following table. The following table also includes the effect of the adjustment from correction of such errors on the Company’s statement of financial position and statement of income (loss) and comprehensive income (loss): |
| Previously reported | Adjustments | Restated | ||||||||||
| Statement of Financial Position | ||||||||||||
| As at March 31, 2021 | ||||||||||||
| Translation difference reserve | 13,566 | 14,285 | 27,851 | |||||||||
| Deficit | (4,703,115 | ) | (14,285 | ) | (4,717,400 | ) | ||||||
Statement of Income (Loss) and Comprehensive Income (Loss)
For the three months ended March 31, 2021
| Cost
of revenue | $ | 165,152 | $ | 7,470 | $ | 172,622 | ||||||
| Depreciation | 16,712 | (1,066 | ) | 15,646 | ||||||||
| General
and administrative expenses | 77,420 | (6,404 | ) | 71,016 |
| - 10 - |
BYND CANNASOFT ENTERPRISES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2022
(Expressed in Canadian dollars)
(Unaudited)
NOTE 3 – ACQUISITIONS
Acquisition of 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.
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 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 transferred: | $ | |||
| Value allocated to shares issued (9,831,495 shares at $0.0855 per share) | 840,941 | |||
| Fair value of net assets acquired: | ||||
| Amount
receivable | 3,759 | |||
| Intangible asset | 850,000 | |||
| Trade payable and other current 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.
Reverse Takeover 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.
| - 11 - |
BYND CANNASOFT ENTERPRISES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2022
(Expressed in Canadian dollars)
(Unaudited)
NOTE 3 – ACQUISITIONS (continued)
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 condensed 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.
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 transferred: | $ | |||
Fair value of shares retained by former BYND Cannasoft shareholders (6,269,117 shares at $0.82 per share) | 5,140,676 | |||
| Forgiveness of BYND debt | (276,210 | ) | ||
| Total consideration transferred | 4,864,466 | |||
| Fair value of net assets acquired: | ||||
| Cash | 494,144 | |||
| Amount receivable | 1 | |||
| Trade payable and other liabilities | (24,069 | ) | ||
| Total net assets acquired | 470,076 | |||
| Listing expense | 4,394,390 |
NOTE 4 – AMOUNTS RECEIVABLES
March 31, 2022 | December 31, 2021 | |||||||
| Trades receivable | $ | 145,008 | $ | 131,187 | ||||
| Income tax advances | 64,974 | 61,547 | ||||||
| Due from shareholders | 16,333 | 4,094 | ||||||
| $ | 226,315 | $ | 196,828 | |||||
| - 12 - |
BYND CANNASOFT ENTERPRISES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2022
(Expressed in Canadian dollars)
(Unaudited)
NOTE 5 – 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 as of 1.51%.
| Offices | Total | |||||||
| Cost | ||||||||
| Balance as of January 1, 2021 | $ | 66,912 | $ | 66,912 | ||||
| Translation differences | - | - | ||||||
| Balance, December 31, 2021 | 66,912 | 66,912 | ||||||
| Translation differences | - | - | ||||||
| Balance, March 31, 2022 | $ | 66,912 | $ | 66,912 | ||||
| Accumulated depreciation | ||||||||
| Balance as of January 1, 2021 | $ | 50,184 | $ | 50,184 | ||||
| Depreciation | 16,361 | 16,361 | ||||||
| Translation differences | 367 | 367 | ||||||
| Balance, December 31, 2021 | 66,912 | 66,912 | ||||||
| Depreciation | - | - | ||||||
| Translation differences | - | - | ||||||
| Balance, March 31, 2022 | $ | 66,912 | $ | 66,912 | ||||
| Net book value | ||||||||
| At December 31, 2021 | $ | - | $ | - | ||||
| At March 31, 2022 | $ | - | $ | - | ||||
| - 13 - |
BYND CANNASOFT ENTERPRISES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2022
(Expressed in Canadian dollars)
(Unaudited)
NOTE 6 – INTANGIBLE ASSETS
The Company’s intangible assets relate to the proprietary Cannabis CRM software the Company is developing as well as the primary growing license for medical cannabis in Israel held by B.Y.B.Y. (Note 3). The Additions for the Software include cost of wages of the software developers for the time they spend on developing the Cannabis CRM software.
| Software | License | Total | ||||||||||
| Cost | ||||||||||||
| Balance, December 31, 2020 | $ | - | $ | - | $ | - | ||||||
| Additions | 450,429 | 850,000 | 1,300,429 | |||||||||
| Balance, December 31, 2021 | 450,429 | 850,000 | 1,300,429 | |||||||||
| Additions | $ | 90,978 | $ | - | $ | 90,978 | ||||||
| Balance, March 31, 2022 | 541,407 | 850,000 | 1,391,407 | |||||||||
| Accumulated depreciation | ||||||||||||
| Balance, December 31, 2020 | $ | - | $ | - | $ | - | ||||||
| Depreciation | - | - | - | |||||||||
| Balance, December 31, 2021 | - | - | - | |||||||||
| Depreciation | - | - | - | |||||||||
| Balance, March 31, 2022 | $ | - | $ | - | $ | - | ||||||
| Net book value | ||||||||||||
| At December 31, 2021 | $ | 450,429 | $ | 850,000 | $ | 1,300,429 | ||||||
| At March 31, 2022 | $ | 541,407 | $ | 850,000 | $ | 1,391,407 | ||||||
| - 14 - |
BYND CANNASOFT ENTERPRISES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2022
(Expressed in Canadian dollars)
(Unaudited)
NOTE 7 – PROPERTY AND EQUIPMENT
| Computers & Equipment | Vehicles | Furniture & Equipment | Property under construction | Total | ||||||||||||||||
| Cost | ||||||||||||||||||||
| Balance, January 1, 2021 | $ | 28,308 | $ | 186,547 | $ | 34,322 | $ | - | $ | 249,177 | ||||||||||
| Additions | 2,590 | - | - | 390,059 | 392,649 | |||||||||||||||
| Translation differences | 1,046 | 5,935 | 1,092 | - | 8,073 | |||||||||||||||
| Balance, December 31, 2021 | 31,944 | 192,482 | 35,414 | 390,059 | 649,899 | |||||||||||||||
| Additions | - | - | - | 488,638 | 488,638 | |||||||||||||||
| Disposals | (1,530 | ) | - | - | - | (1,530 | ) | |||||||||||||
| Translation differences | (1,170 | ) | (7,075 | ) | (1,302 | ) | (16,612 | ) | (26,159 | ) | ||||||||||
| Balance, March 31, 2022 | $ | 29,244 | $ | 185,407 | $ | 34,112 | $ | 862,085 | $ | 1,110,848 | ||||||||||
| Accumulated depreciation | ||||||||||||||||||||
| Balance as of January 1, 2021 | $ | 21,947 | $ | 110,616 | $ | 26,378 | - | $ | 158,941 | |||||||||||
| Depreciation | 3,933 | 33,325 | 2,301 | - | 39,560 | |||||||||||||||
| Translation differences | 914 | 6,278 | 966 | - | 8,157 | |||||||||||||||
| Balance, December 31, 2021 | 26,794 | 150,219 | 29,645 | - | 206,658 | |||||||||||||||
| Depreciation | 729 | 8,506 | 587 | - | 9,822 | |||||||||||||||
| Translation differences | (988 | ) | (5,561 | ) | (1,092 | ) | - | (7,643 | ) | |||||||||||
| Balance, March 31, 2022 | $ | 26,535 | $ | 153,163 | $ | 29,140 | - | $ | 208,838 | |||||||||||
| Net book value | ||||||||||||||||||||
| At December 31, 2021 | $ | 5,151 | $ | 42,263 | $ | 5,768 | $ | 390,059 | $ | 443,241 | ||||||||||
| At March 31, 2022 | $ | 2,709 | $ | 32,244 | $ | 4,972 | $ | 862,085 | $ | 902,010 | ||||||||||
During the three months ended March 31, 2022, depreciation of $729 (2021 - $1,066) related to computer and equipment is included in cost of revenue.
NOTE 8 – TRADE PAYABLES AND ACCRUED LIABILITIES
March 31, 2022 | December 31, 2021 | |||||||
| Trades payable | $ | 139,060 | $ | 105,931 | ||||
| Due to shareholders | - | 1,322 | ||||||
| Salaries payable | 59,692 | 73,345 | ||||||
| $ | 198,752 | $ | 180,598 | |||||
| - 15 - |
BYND CANNASOFT ENTERPRISES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2022
(Expressed in Canadian dollars)
(Unaudited)
NOTE 9– RELATED PARTY TRANSACTIONS BALANCES
Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of members of the Company’s Board of Directors and corporate officers. The remuneration of directors and key management personnel, not including normal employee compensation, made during the three months ended March 31, 2022 and the three months ended March 31, 2021 is set out below:
March 31, 2022 | March 31, 2021 | |||||||
| Salary
(cost of sales) | 40,028 | 78,715 | ||||||
| Consulting
(Property under construction) | 57,737 | - | ||||||
| Consulting
(Professional fees) | 27,000 | - | ||||||
| $ | 124,765 | $ | 78,715 | |||||
As at March 31, 2022, $16,333 was owed from shareholders of the Company (December 31, 2021– $4,094). Amounts owed were recorded in amounts receivable are non-interest bearing and unsecured.
As at March 31, 2022, Nil was owed to directors of the Company (December 31, 2021– $1,322). Amounts due were recorded in accounts payable are non-interest bearing and unsecured.
NOTE 10 – LEASE LIABILITIES
The Company had leases including leases of offices for 1-2 years. Some of the leases entered into by the Company include extension and/or cancelation options and adjustments due to linkage to the index on different dates. The office lease has ended on October 31, 2021 and the office space is now rented on a month to month basis.
March 31, 2022 | December 31, 2021 | |||||||
| Balance, opening | $ | - | $ | 18,195 | ||||
| Lease payments | - | (17,796 | ) | |||||
| Interest | - | 135 | ||||||
| Translation difference | - | (534 | ) | |||||
| Balance, ending | $ | - | $ | - | ||||
| - 16 - |
BYND CANNASOFT ENTERPRISES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2022
(Expressed in Canadian dollars)
(Unaudited)
NOTE 11 – LONG TERM LOAN
During the year ended December 31, 2020, the Company secured a term loan with a principal amount of $195,305 (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. $10,236 (NIS 25,000) was deposited in the bank as security for the loan.
The activities of the long term loan during the three month ended March 31, 2022 are as follows:
March 31, 2022 | December 31, 2021 | |||||||
| Balance, opening | $ | 192,651 | $ | 198,405 | ||||
| Repayments | (11,767 | ) | (11,437 | ) | ||||
| Interest expense, accrued | 1,380 | 5,562 | ||||||
| Translation difference | (8,403 | ) | 121 | |||||
| Balance, ending | 173,861 | 192,651 | ||||||
| Less: | ||||||||
| Long term loan – current portion | 47,767 | 49,207 | ||||||
| Long term loan | $ | 126,094 | $ | 143,444 | ||||
The undiscounted repayments for each of the next four years and in the aggregate are:
| Year ended | Amount | |||
| December 31, 2022 | $ | 35,043 | ||
| December 31, 2023 | 49,117 | |||
| December 31, 2024 | 50,662 | |||
| December 31, 2025 | 39,039 | |||
| $ | 173,861 | |||
NOTE 12 – EMPLOYEE BENEFITS
The severance pay liability constitutes a defined benefit plan and was calculated using actuarial assumptions. In measuring the present value of the defined benefit obligation and the current service costs the projected unit credit method was used.
a. Plan assets (liability)
Information on the Company’s defined benefit pension plans and other defined benefit plans, in aggregate, is summarized as follows:
March 31, 2022 | December 31, 2021 | |||||||
| Defined benefit plan liabilities | $ | (84,233 | ) | $ | (87,058 | ) | ||
| Less: fair value of plan assets or asset ceiling | - | - | ||||||
| $ | (84,233 | ) | $ | (87,058 | ) | |||
| - 17 - |
BYND CANNASOFT ENTERPRISES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2022
(Expressed in Canadian dollars)
(Unaudited)
NOTE 12 – EMPLOYEE BENEFITS (continued)
b. Changes in the present value of the defined benefit plan liability
The following are the continuities of the fair value of plan assets and the present value of the defined benefit plan obligations:
March 31, 2022 | December 31, 2021 | |||||||
| Balance, opening | $ | (87,058 | ) | $ | (82,867 | ) | ||
| Recognized in profit this year: | ||||||||
| Interest costs | (333 | ) | (1,306 | ) | ||||
| Current service cost | (1,598 | ) | (6,391 | ) | ||||
| Recognized in other comprehensive profit: | ||||||||
| Actuary loss for change of assumptions | 1,588 | 6,223 | ||||||
| Translation differences | 3,168 | (2,717 | ) | |||||
| Balance, ending | $ | (84,233 | ) | $ | (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 year were as follows (expressed as weighted averages):
March 31, 2022 | December 31, 2021 | |||||||
| Capitalization rate | 2.4 | % | 2.4 | % | ||||
| Salary growth rate | 0 | % | 0 | % | ||||
| Retirement rate | 5 | % | 5 | % | ||||
NOTE 13 – SHARE CAPITAL
Authorized
Unlimited number of common shares without par value.
Issued
As at March 31, 2022 29,520,083 common shares were issued and outstanding.
During the three months ended March 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.
During the three months ended March 31, 2021
On March 29, 2021, as part of the reverse takeover as described in note 3, 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.
| - 18 - |
BYND CANNASOFT ENTERPRISES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2022
(Expressed in Canadian dollars)
(Unaudited)
NOTE 13 – SHARE CAPITAL (continued)
Stock options
The Company has a stock option plan to grant incentive stock options to directors, officers, employees and consultants. Under the plan, the aggregate number of common shares that may be subject to option at any one time may not exceed 10% of the issued common shares of the Company as of that date, including options granted prior to the adoption of the plan. The exercise price of these options is not less than the Company’s closing market price on the day prior to the grant of the options less the applicable discount permitted by the CSE. Options granted may not exceed a term of five years.
A summary of the stock options outstanding for the three months ended March 31, 2022 are summarized as follows:
| Number of Options | Weighted Average Exercise Price | |||||||
| Outstanding at January 1, 2021 | - | - | ||||||
| Granted during the period | 1,135,000 | $ | 1.09 | |||||
| Exercised during the period | (60,000 | ) | $ | 0.82 | ||||
| Cancelled during the period | (180,000 | ) | $ | 0.82 | ||||
| Outstanding at March 31, 2022 and December 31, 2021 | 895,000 | $ | 1.16 | |||||
| Exercisable at December 31, 2021 | 613,750 | $ | 1.02 | |||||
| Exercisable at March 31, 2022 | 837,500 | $ | 1.06 | |||||
During the year ended December 31, 2021, there were 780,000 the 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. As at March 31, 2022, 837,500 of these stock options were vested. During the period ended March 31, 2022, the Company recorded $85,432 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:
| Weighted average fair value of options granted | $ | 0.71 | ||
| Risk-free interest rate | 1.02 | % | ||
| Estimated life | 4.39 years | |||
| Expected volatility | 71.85 | % | ||
| Expected dividend yield | 0 | % |
| - 19 - |
BYND CANNASOFT ENTERPRISES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2022
(Expressed in Canadian dollars)
(Unaudited)
NOTE 14 – REVENUE AND DEFERRED REVENUE
March 31, 2021 | March 31, 2021 | |||||||
| Software development | $ | 191.090 | $ | 174,612 | ||||
| Software
license | 210,751 | 4,378 | ||||||
| Software
supports | 27,275 | 30,676 | ||||||
| Cloud
hosting | 23,912 | 28,434 | ||||||
| Others | 2,251 | 5,993 | ||||||
| $ | 455,279 | $ | 244,093 | |||||
The Company recognized revenues from contracts with customers in accordance with the following timing under IFRS 15:
March 31, 2022 | March 31, 2021 | |||||||
| Revenue recognized over time | $ | 244,528 | $ | 239,715 | ||||
| Revenue recognized at a point of time | 210,751 | 4,378 | ||||||
| $ | 455,279 | $ | 244,093 | |||||
Deferred
revenue represents contract liabilities for customer payments received related to services yet to be provided subsequent to the reporting
date. Significant changes in deferred revenue are as follows:
March 31, 2022 | December 31, 2021 | |||||||
| Deferred revenue, beginning | $ | 30,046 | $ | 107,865 | ||||
| Customer payments received attributable to contract liabilities for unearned revenue | 20,877 | 64,434 | ||||||
| Revenue recognized from fulfilling contract liabilities | 30,146 | 142,253 | ||||||
| Deferred revenue, ending | $ | 20,777 | $ | 30,046 | ||||
The Company derives significant revenues from one customer, which exceeds 10% of total revenues. Revenues earned from that customer were 87% of total revenues for the period ended March 31, 2022 (Three months ended March 31, 2021 – 70%)
NOTE 15 – COST OF REVENUE (Restated)
Cost of revenue incurred are comprised of the following:
March 31, 2022 | March 31, 2021 (Restated) | |||||||
| Salaries and benefits | $ | 92,202 | $ | 164,584 | ||||
| Subcontractors | - | 568 | ||||||
| Software and other | 7,237 | 6,404 | ||||||
| Depreciation | 729 | 1,066 | ||||||
| $ | 100,168 | $ | 172,622 | |||||
| - 20 - |
Exhibit 99.2
BYND CANNASOFT ENTERPRISES INC.
MANAGEMENT DISCUSSION AND ANALYSIS FOR THE
THREE MONTH PERIOD ENDED MARCH 31, 2022
All dollar amounts are expressed in Canadian dollars unless otherwise indicated
BACKGROUND
This Management’s Discussion and Analysis (“MD&A”) should be read in conjunction with the unaudited, consolidated financial statements and notes thereto of BYND Cannasoft Enterprises Inc. (“BYND Cannasoft” or the “Company”) for the three month period ended March 31, 2022. The information contained in this MD&A is current to May 27, 2022.
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 COVID-19 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.
CAUTIONARY NOTE 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 “Risk Management”. 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.
GOING CONCERN
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 (defined below) for the medical cannabis industry, (iii) raising sufficient capital to enable the Company to construct its proposed Cannabis Farm (defined below), (iv) the construction and operation of its proposed Cannabis Farm, and (v) listing the Company’s common shares on the Nasdaq Capital Market.
DESCRIPTION OF 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.
CRM Business
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 begun development of 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.
Medical Cannabis
On October 1, 2020, BYND Israel executed a share purchase agreement with the shareholders of B.Y.B.Y. Investments and Promotions Ltd. (“Cannasoft”), a corporation incorporated under the laws of the State of Israel. Pursuant to the agreement, BYND Israel would acquire 74% ownership interest in Cannasoft from its shareholders, in exchange for 54.58% ownership interest in BYND Israel (“Cannasoft Acquisition”). Cannasoft 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 Cannasoft 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.
| 2 |
The Cannasoft Acquisition and the Lincoln Business Combination Transaction
In early 2019, BYND Israel entered into discussions with the owners of Cannasoft, 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 April 22, 2019, BYND Israel signed a convertible loan agreement with an investor, who agreed to loan BYND Israel USD$100,000, to be used to pursue the Cannasoft Acquisition and the Listing; | |
| ● | On August 18, 2019, BYND Israel entered into a “document of understanding” with the owners of Cannasoft, which outlined the basic terms of the Cannasoft Acquisition; | |
| ● | On November 28, 2019, BYND Israel entered into a non-binding letter of intent with Lincoln Acquisitions Corp. (“Lincoln”), setting out the general terms and conditions relating to a proposed transaction wherein Lincoln would: |
| ○ | acquire BYND Israel and Cannasoft from their respective shareholders (the “Business Combination Transactions”); and | |
| ○ | complete the Listing, by applying to list its shares for trading on the Canadian Securities Exchange (“CSE”); |
| ● | 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 Cannasoft 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, Cannasoft); |
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 Cannasoft.
SELECTED FINANCIAL INFORMATION
The following table sets forth selected financial information of the Company for the three month period ended March 31, 2022 and 2021 and for the year ended December 31, 2021. The selected financial information set out below has been derived from the Company’s consolidated unaudited quarterly financial statements and accompanying notes and its consolidated audited financial statements and accompanying notes, for the corresponding periods. The selected financial information set out below may not be indicative of the Company’s future performance.
| 3 |
| Item | Three Month Period Ended March 31, 2022 (CAD$) | Three Month Period Ended March 31, 2021 (CAD$) | Year Ended December 31, 2021 (CAD$) | |||||||||
| Revenues | 455,279 | 244,093 | 1,217,459 | |||||||||
| Loss | (165,283 | ) | (4,443,774 | )* | (4,878,738 | )* | ||||||
| Total Assets | 7,433,219 | 1,681,311 | 7,490,722 | |||||||||
| Total Liabilities | 477,623 | 831,206 | 490,353 | |||||||||
| Working Capital | 4,872,506 | 605,769 | 5,487,201 | |||||||||
| Shareholders’ Equity | 6,955,596 | 850,105 | 7,000,369 | |||||||||
| Number of Common Shares Outstanding at period end | 29,520,083 | 24,285,000 | 29,479,100 | |||||||||
| * | 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. |
RESULTS OF OPERATIONS AND OVERALL PERFORMANCE
| A. | OPERATING RESULTS |
For the three month period ended March 31, 2022, the Company recorded net loss of $165,283 compared to a net loss of $4,443,774 in 2021 and had a cash balance as at March 31, 2022 of $4,904,497 (December 31, 2021 - $5,509,984).
The net loss during the 2021 interim period was mainly due to a one-time, non-recurring non-cash $4,394,390 listing expense incurred in connection with the Business Combination Transactions and the Company’s listing of its shares on the CSE.
The following provides an overview of the Company’s financial results for the three month period ended March 31, 2022:
Revenue
| ● | Revenues during the period were $455,279 as compared to $244,093 for the same period in 2021. This increase is mainly a result of increased revenues from sales of Benefit CRM Software Licenses in the amount of $206,373 and increased revenues from development hours in the amount of $16,478 due to an increase in demand from BYND Israel’s largest customer, | |
| ● | Approximately 87% of our sales during the period and 70% of our sales for the same period in 2021 were to our largest costumer and as a result, we are highly dependent on this costumer to continue our operating activities. | |
| ● | Development of the Company’s New CRM Platform is approximately 95% complete. We estimate that by the end of June 2022 a BETA version of the New CRM Platform will be available, and that we will begin to generate revenues shortly thereafter. | |
| ● | Development of the Company’ New Cannabis CRM Platform Phase I is close to completion, however, we do not expect to generate revenues from the platform for the foreseeable future. | |
| ● | Cannasoft’s proposed Cannabis Farm is at a very early stage of development and we do not expect to generate revenues from the sale of cannabis or cannabis infused products until Q4 2023. |
| 4 |
Cost of Revenue
| ● | Cost of Sales for the period amounted to $100,168 as compared to $172,622 for the same period in 2021. This decrease is a result of a $72,382 decrease in payroll expenses which was due to a reduction in the number of employees. | |
| ● | For the three month period ended March 31, 2022 the Company’s gross margin was 78% as compared to 32% during 2021. This increase is a result of increased revenues from sales of Benefit CRM Software Licenses in the amount of $206,373 which have no cost of sales associated with them, as well as increasing efficiencies in our ratio of employees to support our customers which helped to achieve higher gross margins. |
General and Administrative Expenses, Depreciation, Consulting and Marketing, Share-based compensation and Professional Fees
| ● | For the three month period ended March 31, 2022, general and administrative expenses increased to $164,488 from $71,016 for the same period in 2021. The increase was due to a $31,250 increase in D&O insurance expenses, a $68,000 increase in Investor relations expenses, a $3,938 increase in listing fees paid to the Canadian securities exchange and a $3,540 increase in transfer agent fees, all of these expenses were incurred due to the company being a reporting issuer on April 2021. |
| ● | Professional fees increased to $151,294 from $34,396 mainly due to a $129,179 increase in accounting fees related to the Company’s plan to list its shares on the Nasdaq Capital Market. | |
| ● | Consulting and Marketing expenses decreased to $4,783 from $8,486 due to a $3,703 decrease in consulting expenses in relation to the new Cannabis CRM platform. | |
| ● | Depreciation expenses decreased to $9,093 from $15,646 mainly due to a $4,892 decrease in office lease depreciation since the lease agreement has expired. | |
| ● | Share-based compensation expense was $85,432 compared to Nil as all stock options were granted after the end of March 2021. |
| 5 |
Other Income (Loss) items
| ● | Foreign exchange loss was $109,825 mainly due to loss on cash and funds in escrow denominated in US$. | |
| ● | Income from a Covid-19 grant was $nil compared to $11,746 for the same period in 2021 as the company was not eligible for grants in Israel during this period. | |
| ● | Listing expense for the three month period ended March 31, 2021 was $4,394,390 as the reverse takeover of BYND Cannasoft by BYND was accounted for under IFRS 2 where the difference 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 March 31, 2022, the Company had a cash balance of $4,904,497 (December 31, 2021: $5,509,984).
| Item | Three Month Ended March 31, 2022 (CAD$) | Three Month Ended March 31, 2021 (CAD$) | ||||||
| Cash provided by (used in) operating activities | 33,528 | (53,912 | ) | |||||
| Cash used in investing activities | (578,086 | ) | (1,057 | ) | ||||
| Cash provided by financing activities | 29,216 | 468,566 | ||||||
| Net increase (decrease) in cash | (515,342 | ) | 413,597 | |||||
| ● | The Company experienced positive cash flows from operating activities during the three month period ended March 31, 2022 in the amount of $33,528, primarily due to an unrealized foreign exchange loss as well as a share-based compensation expense decrease. Cash outlays included general business and administrative expenses, consulting fees, business and product development, and professional fees. |
| ● | The Company believes that it will be able to generate sufficient cash flows to maintain its current capacity. Nevertheless, it will require additional funds in order to complete the Company’s expansion goals which include, construction of the Cannabis Farm. |
| ● | On March 29, 2021, Fundingco completed a private placement financing wherein it issued 562,142 Fundingco special warrants to investors, 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 financings: |
| ○ | 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 are held in escrow until the company’s shares are approved for listing on the Nasdaq. | |
| ■ | If Nasdaq does not approve the Company’s application by July 30, 2022, the escrow agent will return the $2.5M cash to the investor and will return the company’s Shares and Warrants to the company, for cancellation. |
| ○ | 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. |
| ● | 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. |
OFF-BALANCE SHEET ARRANGEMENTS
The Company has no undisclosed off-balance sheet arrangements that have or are reasonably likely to have, a current or future effect on its results of operations, financial condition, revenues or expenses, liquidity, capital expenditures or capital resources that is material to investors.
| 7 |
OUTSTANDING SHARE CAPITAL
| Common Shares | ||||
| Issued & Outstanding as at March 31, 2022 | 29,520,083 | |||
| Issued on May 3, 2022 (Stock Options Exercise @ $0.82 per share) | 150,000 | |||
| Total Issued & Outstanding as at May 27, 2022 | 29,670,083 | |||
| Convertible Securities | Exercise Price | Expiry Date | ||||||||
| Stock Options | $ | 0.82 | March 29, 2026 | 390,000 | ||||||
| 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 | ||||||
| Fully Diluted Share Capital | 30,815,083 | |||||||||
TRANSACTIONS WITH RELATED PARTIES
During the three month period ended March 31, 2022, the Company paid management and consulting fees in the amount of $124,765 to its President, CEO, CFO & CTO. During the same period in 2021 the Company paid $78,715 to its President and CTO.
As at March 31, 2022, there were $16,333 included in amounts receivable owed from the company’s President, CEO & a Shareholder.
On March 29, 2021, the Company granted 780,000 stock options to its independent directors and to its CFO and Corporate Secretary, which options are exercisable for 5 years, at an exercise price of $0.82 per share. 180,000 of these stock options have been cancelled.
On June 29, 2021, the Company granted 240,000 stock options to an independent director, which options are exercisable for 5 years, at an exercise price of $1.22 per share.
On October 26, 2021, the Company granted 115,000 stock options to its CFO, which options are exercisable for 5 years, at an exercise price of $2.65 per share.
PROPOSED TRANSACTIONS
As of the date of this MD&A, there are no proposed significant transactions involving the Company.
| 8 |
CHANGES IN OR ADOPTION OF ACCOUNTING POLICIES
Accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the Company’s financial statements.
FINANCIAL INSTRUMENTS
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 March 31, 2022 the Company had $5,139,802 in current assets and $267,296 in current liabilities resulting in a working capital of $4,782,506.
RISK MANAGEMENT
The Company is exposed in varying degrees to a variety of risks. The Company’s Directors approve and monitor the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:
Credit Risk
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company’s exposure to credit risk is the carrying value of cash and amounts receivable.
For amounts due from customers, the Company performs ongoing credit evaluations of its customers, and monitors the receivable balance and the payments made in order to determine if an allowance for estimated credit losses is required. When determining the allowance for estimated credit losses the Company will consider historical experience with the customer, current market and industry conditions and any specific collection issues.
Interest Rate Risk
Interest Rate risk is the risk that the fair value of a financial instrument will fluctuate because of changes in market interest rates. Loans payable include variable interest rates; however, the Company does not believe it is exposed to material interest rate risk.
Foreign Exchange Rate Risk
The Company is exposed to foreign exchange risk as the Company has a surplus of financial assets over financial liabilities denominated in USD as of March 31, 2022, consisting of cash and funds held in escrow in the sum of $3,918,775. As of March 31, 2022 a 5% depreciation or appreciation of the U.S. dollar against the New Israeli Shekel would have resulted in an approximate $195,939 decrease or increase, respectively, in total pre-tax profit.
| 9 |
Liquidity Risk
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, 2021 for the next 5 years and over is $312,921. To secure the additional capital necessary to pursue its plans, the Company may have to raise additional funds through equity or debt financing.
Limited Financial Resources Risk
The Company 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.
Market Risk
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.
Business Risks relating to our CRM Business
| ● | Defects or disruptions in our planned cloud-based New CRM Platform and New Cannabis CRM Platform services could diminish demand for our services and subject us to substantial liability. | |
| ● | Interruptions or delays in service from our third-party data center hosting facilities could impair the delivery of our service and harm our business. | |
| ● | If we experience significant fluctuations in our rate of anticipated growth and fail to balance our expenses with our revenue forecasts, our results could be harmed. |
| 10 |
| ● | We may in the future be sued by third parties for alleged infringement of their proprietary rights. | |
| ● | We will rely on third-party computer hardware and software that may be difficult to replace or which could cause errors or failures of our service. | |
| ● | The market for our technology delivery model and enterprise cloud computing application services is immature and volatile, and if it develops more slowly than we expect, our business could be harmed. | |
| ● | We are currently dependent on one of our clients for the majority of current revenues and any changes to that relationship could have a significant impact on future revenues. |
Business Risks relating to our proposed Cannabis Business
| ● | The Company does not yet have sufficient financial resources to complete construction of the Cannabis Farm and there is no guarantee that we will be able to raise the necessary capital, either through debt or equity financing, or in either case, on favorable terms. | |
| ● | Our Cannabis Farm business will be dependent on our obtaining certain licences and certain GSP and GAP good practice certifications, which if not maintained in good standing, may prevent us from being able to carry on or expand our operations. | |
| ● | We will face risks inherent in an agricultural business, and an inability to grow crops successfully will interrupt our business activities. | |
| ● | We will be relying on one key production facility, and disruption of operations at this facility could significantly interfere with our ability to continue our product testing, development and production activities. | |
| ● | We will rely on key components of our production and distribution process, such as energy and third-party producers and distributors, and a disruption in the availability of those key components, or in increase in their cost, could adversely impact our business. | |
| ● | Manufacturing difficulties, disruptions or delays could limit supply of our products and limit our product sales. Producing cannabis products is difficult, complex and highly regulated. | |
| ● | We are subject to environmental, health and safety regulations and risks, which may subject us to liability under environmental laws. | |
| ● | We are dependent on the success of our quality control systems, which may fail, and cause a disruption of our business and operations. | |
| ● | The success of our branded cannabis products business will depend on the success of the cannabis product candidates we develop. To date, we have not developed any cannabis products, and we do not expect to generate revenue from any cannabis products that we develop until at least Q4 2023. | |
| ● | Unfavorable publicity or unfavorable consumer perception of us or cannabis generally may constrain our sales and revenue. |
| 11 |
General Business Risks
| ● | We face the risk of exposure to product liability claims, regulatory action and litigation if our products cause loss or injury. | |
| ● | We may not be able to obtain insurance coverage for all of the risks we face, exposing us to potential uninsured liabilities. | |
| ● | If any of the products that we produce or intend to produce are recalled due to an alleged product defect or for any other reason, we could be required to incur the unexpected expense of the recall and any legal proceedings that might arise in connection with the recall. |
OTHER MATTERS
Legal Proceedings
There are no ongoing legal proceedings of any kind initiated by the Company or by third parties against the Company.
Contingent Liabilities
At the date of MD&A, management was unaware of any outstanding contingent liability relating to the Company’s activities.
Disclosure Controls and Procedures
The Company’s directors and officers are responsible for designing internal controls over financial reporting in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with IFRS. The design of the Company’s internal control over financial reporting was assessed as of the date of this MD&A.
Based on this assessment, it was determined that certain weaknesses existed in internal controls over financial reporting. As indicative of many small companies, the lack of segregation of duties and effective risk assessment were identified as areas where weaknesses existed. The existence of these weaknesses is to be compensated for by senior management monitoring, which exists. The officers will continue to monitor very closely all financial activities of the Company and increase the level of supervision in key areas. It is important to note that this issue would also require the Company to hire additional staff in order to provide greater segregation of duties. Since the increased costs of such hiring could threaten the Company’s financial viability, management has chosen to disclose the potential risk in its filings and proceed with increased staffing only when the budgets and work load will enable the action.
The Company has attempted to mitigate these weaknesses, through a combination of extensive and detailed review by the Company’s directors and officers, of the financial reports, the integrity and reputation of accounting personnel, and candid discussion of those risks.
DISCLAIMER
The information provided in this document is not intended to be a comprehensive review of all matters concerning the Company. The users of this information, including but not limited to investors and prospective investors, should read it in conjunction with all other disclosure documents provided by the Company from time to time.
No securities commission or regulatory authority has reviewed the accuracy or adequacy of the information presented herein.
APPROVAL
The Company’s Board of Directors oversees management’s responsibility for financial reporting and internal control systems through 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 |
Exhibit 99.3
Form 52-109FV2
Certification of Interim Filings
Venture Issuer Basic Certificate
I, Yftah Ben Yaackov, Chief Executive Officer of BYND Cannasoft Enterprises Inc., certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of BYND Cannasoft Enterprises Inc. (the “issuer”) for the interim period ended March 31, 2022. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
| Date: May 27, 2022 | |
| “ Yftah Ben Yaackov” | |
| Yftah Ben Yaackov | |
| Chief Executive Officer |
| NOTE TO READER | |
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of |
|
| i) | controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| ii) | a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation. | |
| 1 |
Exhibit 99.4
Form 52-109FV2
Certification of Interim Filings
Venture Issuer Basic Certificate
I, Gabi Kabazo, Chief Financial Officer of BYND Cannasoft Enterprises Inc., certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of BYND Cannasoft Enterprises Inc. (the “issuer”) for the interim period ended March 31, 2022. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
| Date: May 27, 2022 | |
| “Gabi Kabazo” | |
| Gabi Kabazo | |
| Chief Financial Officer |
| NOTE TO READER | |
| In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of | |
| i) | controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| ii) | a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
| The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation. | |
| 1 |