6-K - FMTOF - Equibles

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 November 2023

Commission

File Number: 001-41408

BYND

CANNASOFT ENTERPRISES INC.

(Translation of registrant’s name into English)

7000Akko Road

KiryatMotzkin

Israel

(Address of principal executive offices)

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

Form<br> 20-F ☒	Form<br> 40-F ☐

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

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

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

Yes<br> ☐	No<br> ☒

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

On November 14, 2023, BYND Cannasoft Enterprises Inc. (the “Company”) issued its unaudited consolidated financial statements and the related management discussion and analysis for the nine months ended September 30, 2023, 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

INDEX

Exhibit No.	Description of Exhibit
99.1	Consolidated Financial Statements for the nine months ended September 30, 2023
99.2	Management Discussion and Analysis
99.3	Certification of Annual Filings — CEO
99.4	Certification of Annual Filings — CFO

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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.

November 14, 2023

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

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Exhibit99.1

BYND

CANNASOFT ENTERPRISES INC.

CONDENSED

CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR

NINE MONTHS ENDED SEPTEMBER 30, 2023

(EXPRESSED IN CANADIAN DOLLARS)

(UNAUDITED)

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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.

November 14, 2023

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BYND

CANNASOFT ENTERPRISES INC.

Consolidated Interim Statements of the Financial Position

(Expressed in Canadian dollars)

(Unaudited)

As<br> at		September 30, 2023			December<br> 31,<br><br> 2022
Assets
Cash		$	2,183,463		$	2,392,871
Amounts receivable	4		137,310			227,804
Prepaid expenses			573,229			825,563
Total Current Assets			2,894,002			3,446,238
Intangible assets	5		45,433,153			45,139,683
Property and equipment	6		1,226,510			1,317,287
Total<br> Assets		$	49,553,665		$	49,903,208
Liabilities<br> and Shareholders’ Equity
Liabilities
Trade<br> payables and accrued liabilities	7	$	229,865		$	191,455
Deferred revenue	12		17,858			219,068
Long term loan –<br> current portion	9		44,635			47,740
Total Current Liabilities			292,358			458,263
Long term loan	9		48,193			88,231
Liabilities for employee<br> benefits	10		81,402			86,015
Total<br> Liabilities		$	421,953		$	632,509
Shareholders’ equity
Share capital	11	$	57,950,708		$	54,806,522
Share purchase warrants reserve			639,879			639,879
Shares to be issued			30,799			41,875
Share-based payment reserve			665,910			570,446
Translation differences reserve			(27,014	)		15,746
Capital reserve for re-measurement of defined<br> benefit plan	10		16,020			13,279
Deficit			(10,144,590	)		(6,817,048	)
Total equity		$	49,131,712		$	49,270,699
Total<br> Liabilities and Shareholders’ Equity		$	49,553,665		$	49,903,208

Natureof operations and going concern (Note 1)

These condensed consolidated interim financial statements were approved for issue by the Board of Directors on November 14, 2023 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.

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BYND

CANNASOFT ENTERPRISES INC.

Consolidated Interim Statements of Income (Loss) and Comprehensive Income (Loss)

(Expressed in Canadian dollars)

(Unaudited)

For<br> the	Notes		2023			2022			2023			2022
			Three<br> months ended<br> September 30						Nine<br> months ended <br><br>September 30
For<br> the	Notes		2023			2022			2023			2022
Revenue		14	$	202,058		$	227,954		$	873,740		$	890,886
Cost of revenue		7,15		(129,973	)		(101,088	)		(418,473	)		(371,252	)
Gross profit				72,085			126,866			455,267			519,634
Consulting and marketing				122			1,842			1,791			8,030
Depreciation		5,<br> 6, 7		3,086			8,799			9,220			26,637
General and admin expenses				369,697			206,386			940,445			630,269
Share-based compensation		13		77,148			21,389			95,464			146,581
Professional fees				1,037,833			580,175			2,514,024			909,330
Total<br> operating expense				1,487,886			818,591			3,560,944			1,720,847
Loss before other loss			$	(1,415,801	)	$	(691,725	)	$	(3,105,677	)	$	(1,201,213	)
Other income (loss):
Foreign exchange gain (loss)				31,454			373,163			(124,560	)		257,833
Finance expenses, net				(3,154	)		(2,735	)		(15,415	)		(9,498	)
Other<br> operating expense				28,300			370,428			(139,975	)		248,335
Loss before tax			$	(1,387,501	)	$	(321,297	)	$	(3,245,652	)	$	(952,878	)
Tax expense				(52,284	)		(4,496	)		(81,890	)		(11,584	)
Loss<br> for the period			$	(1,439,785	)	$	(325,793	)	$	(3,327,542	)	$	(964,462	)
Other comprehensive income<br> (loss)
Items that may be reclassified<br> to profit or loss
Remeasurement of a defined benefit plan, net				885			1,537			2,741			4,653
Exchange differences<br> on translation of foreign operations			$	(5,668	)	$	13,838		$	(42,760	)	$	(11,022	)
Other<br> comprehensive income (loss) for the period			$	(4,783	)	$	15,375		$	(40,019	)	$	(6,369	)
Total<br> comprehensive loss			$	(1,444,568	)	$	(310,418	)	$	(3,367,561	)	$	(970,831	)
Loss per share – basic<br> and diluted			$	(0.04	)	$	(0.01	)	$	(0.09	)	$	(0.03	)
Weighted<br> average shares outstanding – basic and diluted				39,285,352			30,380,431			38,364,061			29,839,934

The

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

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BYND

CANNASOFT ENTERPRISES INC.

Consolidated Interim Statements of Changes in Shareholders’ Equity

(Expressed in Canadian dollars)

(Unaudited)



Balance, January 1, 2022	29,479,100			)
Shares issued for acquisition of Zigi Carmel<br> Initiatives and Investments Ltd. (“ZC”)(note 3)	7,920,000
Proceeds for shares issued from exercise of<br> stock options	290,000
Shares issued for services	6,727
shares to be issued for services	-
Proceeds for shares issued	40,983	)
Share-based payments	-
Loss for the period	-			)	)
Other comprehensive<br> loss for the period	-		)		)
Balance at September<br> 30, 2022	37,736,810			)
Balance at January 1, 2023	37,855,932			)
Balance value	37,855,932			)
Shares issued, net	1,733,334
Loss for the period	-			)	)
Shares issued for services	24,415	)
Share-based payments	-
Shares to be issued for services	-
Other comprehensive loss for the period	-		)		)
Balance at September 30, 2023	39,643,681		)	)
Balance value	39,643,681		)	)

All values are in US Dollars.

The

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

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BYND

CANNASOFT ENTERPRISES INC.

Consolidated Interim Statements of Cash Flows

For the nine months ended September 30, 2023 and 2022

(Expressed in Canadian dollars)

(Unaudited)

As<br> at	September 30,<br> <br>2023			September 30,<br> <br>2022
Operating activities:
Loss for the period	$	(3,327,542	)	$	(964,462	)
Non-working capital adjustments:
Finance expense		2,658			3,862
Share-based compensation		95,464			230,332
Depreciation		10,315			28,649
Shares issued for services		114,545			-
Unrealized foreign exchange<br> loss		192,472			(160,513	)
Working capital adjustments:
Change in amount receivables		90,494			(19,655	)
Change in trade payables<br> and accrued liabilities		38,410			3,713
Change in deferred revenue		(201,210	)		3,485
Change in prepaid expenses		252,334			(86,909	)
Change<br> in benefits to employees		(1,872	)		721
Net<br> cash used in operating activities		(2,733,932	)		(960,777	)
Investing activities:
Purchase of property and equipment		(2,311	)		(1,014,034	)
Disposal of property<br> and equipment		-			1,500
Investment in intangible<br> assets		(425,875	)		(877,924	)
Net<br> cash used in investing activities		(428,186	)		(1,890,458	)
Financing activities:
Proceeds from exercise of stock options		-			237,800
Proceeds from public offering, net		3,018,565			-
Proceeds from private<br> placements		-			40,983
Proceeds (repayment<br> of) from long term loan		(34,199	)		(34,739	)
Net<br> cash provided by financing activities		2,984,366			244,044
Net Decrease in cash	$	(177,752	)	$	(2,607,191	)
Effect of foreign exchange<br> rate changes		(31,656	)		154,561
Cash<br> at beginning of period		2,392,871			5,509,984
Cash<br> at end of period	$	2,183,463		$	3,057,354
Supplemental non-cash information
Shares issued<br> for intangible asset in Zigi Carmel acquisition	$	-		$	37,501,200

The

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

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BYND

CANNASOFT ENTERPRISES INC.

Consolidated Interim Statements of Cash Flows

For the nine months ended September 30, 2023 and 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 11^th^ Avenue, Vancouver, Canada.

The Company currently operates only in Israel and through its subsidiaries (i) develops, markets and sells a proprietary client relationship management software known as “Benefit CRM” and its new Cannabis CRM platform, (ii) manages the construction, licensing and operation of a cannabis farm and indoor cannabis growing facility, and (iii) develops 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.

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).

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

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.

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BYND

CANNASOFT ENTERPRISES INC.

Consolidated Interim Statements of Cash Flows

For the nine months ended September 30, 2023 and 2022

(Expressed in Canadian dollars)

(Unaudited)

NOTE

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

a. Basis of presentation and statement of compliance

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

The notes presented in these condensed consolidated interim financial statements include only significant events and transactions occurring since the Company’s last fiscal year end and they do not include all of the information required in the Company’s most recent annual consolidated financial statements. Except as noted below, these condensed consolidated interim financial statements follow the same accounting policies and methods of application as the Company’s annual financial statements and should be read in conjunction with the Company’s annual financial statements for the year ended December 31, 2022, 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, 2022.

b. Basis of Consolidation

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

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.

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BYND

CANNASOFT ENTERPRISES INC.

Consolidated Interim Statements of Cash Flows

For the nine months ended September 30, 2023 and 2022

(Expressed in Canadian dollars)

(Unaudited)

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

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.

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BYND

CANNASOFT ENTERPRISES INC.

Consolidated Interim Statements of Cash Flows

For the nine months ended September 30, 2023 and 2022

(Expressed in Canadian dollars)

(Unaudited)

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

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<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.

NOTE

3 – 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:

SCHEDULE OF CONTINGENT CONSIDERATION

Consideration transferred:
Fair value of shares retained by former BYND Cannasoft shareholders
Forgiveness of BYND debt
Value allocated<br> to shares issued (7,920,000 shares at 5.40 per share)
Fair value of assets<br> and liabilities acquired:
Cash
Amount receivable
Investments
Intangible asset –<br> patents pending
Trade payable and other liabilities
Shareholder<br> loan	)
Fair value of assets and liabilities

All values are in US Dollars.

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

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BYND

CANNASOFT ENTERPRISES INC.

Consolidated Interim Statements of Cash Flows

For the nine months ended September 30, 2023 and 2022

(Expressed in Canadian dollars)

(Unaudited)

NOTE3 – ACQUISITIONS (continued)

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.

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:

SCHEDULE OF CONTINGENT CONSIDERATION

Consideration transferred:
Value allocated<br> to 9,832,495 shares issued
Fair value of assets<br> and liabilities acquired:
Amount receivable
Intangible asset
Trade<br> payable and other liabilities		)
Fair<br> value of assets and liabilities

All values are in US Dollars.

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”).

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BYND

CANNASOFT ENTERPRISES INC.

Consolidated Interim Statements of Cash Flows

For the nine months ended September 30, 2023 and 2022

(Expressed in Canadian dollars)

(Unaudited)

NOTE3 – ACQUISITIONS (continued)

ReverseTakeover of BYND Cannasoft (continued)

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.

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:

SCHEDULE

OF CONTINGENT CONSIDERATION

Consideration transferred:
Fair value<br> of shares retained by former BYND Cannasoft shareholders (6,269,117 shares at 0.82 per share)
Forgiveness<br> of BYND debt	)
Total consideration transferred
Fair value of identifiable<br> assets and liabilities acquired:
Cash
Amount receivable
Trade<br> payable and other liabilities	)
Total net assets<br> acquired
Listing<br> expense

All values are in US Dollars.

NOTE

4 – AMOUNTS RECEIVABLES

SCHEDULE

OF AMOUNTS RECEIVABLE

	September 30, 2023		December<br> 31, 2022
Trades receivable	$	118,794	$	136,274
Income tax advances		17,773		90,528
Due from shareholders		743		1,002
Amounts<br> receivable	$	137,310	$	227,804

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BYND

CANNASOFT ENTERPRISES INC.

Consolidated Interim Statements of Cash Flows

For the nine months ended September 30, 2023 and 2022

(Expressed in Canadian dollars)

(Unaudited)

NOTE

5 – 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 3) as well as the primary growing license for medical cannabis in Israel (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.

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 $221,018.

SCHEDULE

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

	Software			License		Patents		Total
Cost
Balance, December 31, 2021	$	450,429		$	850,000	$	-	$	1,300,429
Additions		910,197			-		42,961,382		43,871,579
Translation differences		(32,325	)		-		-		(32,385	)
Balance, December 31, 2022		1,328,301			850,000		42,961,382		45,139,683
Additions		369,771			-		56,104		425,875
Translation differences		(132,405	)		-		-		(132,405	)
Balance, September 30,<br> 2023	$	1,565,667		$	850,000		43,017,486	$	45,433,153
Accumulated depreciation
Balance, December 31, 2021	$	-		$	-		-	$	-
Depreciation		-			-		-		-
Balance, December 31, 2022		-			-		-		-
Depreciation		-			-		-		-
Balance,<br> September 30, 2023	$	-		$	-		-	$	-
Net book value
At<br> December 31, 2022	$	1,328,301		$	850,000		42,961,382	$	45,139,683
At<br> September 30, 2023	$	1,565,667		$	850,000		43,017,486	$	45,433,153

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BYND

CANNASOFT ENTERPRISES INC.

Consolidated Interim Statements of Cash Flows

For the nine months ended September 30, 2023 and 2022

(Expressed in Canadian dollars)

(Unaudited)

NOTE

6 – PROPERTY AND EQUIPMENT

SCHEDULE OF PROPERTY AND EQUIPMENT

	Computers<br> & Equipment			Vehicles			Furniture<br> & Equipment			Capital<br> Work In Progress			Total
Cost
Balance, January 1, 2022	$	31,944		$	192,482		$	35,414		$	390,059		$	649,899
Additions		460			-			-			938,175			938,635
Disposals		(1,500	)		-			-			-			(1,500	)
Translation differences		(1,885	)		(11,430	)		(2,104	)		(27,037	)		(42,456	)
Balance, December 31, 2022		29,019			181,052			33,310			1,301,197			1,544,578
Property,<br> plant and equipment, beginning balance		29,019			181,052			33,310			1,301,197			1,544,578
Additions		5,154			-			831			711			6,696
Disposals		-			-			-			-			-
Translation differences		(2,583	)		(15,663	)		(2,920	)		(86,122	)		(107,288	)
Balance,<br> September 30, 2023	$	31,590		$	165,389		$	31,221		$	1,215,786		$	1,443,986
Property,<br> plant and equipment, ending balance	$	31,590		$	165,389		$	31,221		$	1,215,786		$	1,443,986
Accumulated depreciation
Balance as of January 1, 2022	$	26,794		$	150,219		$	29,645			-		$	206,658
Depreciation		2,399			28,405			2,297			-			33,101
Translation differences		(1,605	)		(9,089	)		(1,774	)		-			(12,468	)
Balance, December 31, 2022		27,588			169,535			30,168			-			227,291
Property, plant and equipment,<br>beginning balance		27,588			169,535			30,168			-			227,291
Depreciation		1,516			7,099			1,699			-			10,314
Translation differences		(2,438	)		(15,002	)		(2,689	)		-			(20,129	)
Balance,<br> September 30, 2023	$	26,666		$	161,632		$	29,178			-		$	217,476
Property, plant and equipment, ending balance	$	26,666		$	161,632		$	29,178			-		$	217,476
Net book value
At<br> December 31, 2022	$	1,431		$	11,517		$	3,142		$	1,301,197		$	1,317,287
At<br> September 30, 2023	$	4,924		$	3,757		$	2,043		$	1,215,786		$	1,226,510
Property,<br>plant and equipment, net	$	4,924		$	3,757		$	2,043		$	1,215,786		$	1,226,510

During

the nine months ended September 30, 2023, depreciation of $1,095 (2022 - $2,012) related to computer and equipment is included in cost of revenue.

As at September 30, 2023 and December 31, 2022 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.

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BYND

CANNASOFT ENTERPRISES INC.

Consolidated Interim Statements of Cash Flows

For the nine months ended September 30, 2023 and 2022

(Expressed in Canadian dollars)

(Unaudited)

NOTE

7 – TRADE PAYABLES AND ACCRUED LIABILITIES

SCHEDULE

OF TRADE PAYABLES AND ACCRUED LIABILITIES

	September 30, 2023		December<br> 31, 2022
Trades payable	$	38,824	$	40,241
Due to related parties		72,725		37,094
VAT, income and dividend taxes payable		52,699		43,703
Salaries payable		65,617		70,417
Trade<br> payables and accrued liabilities	$	229,865	$	191,455

NOTE

8– 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 nine months ended September 30, 2023 and the nine months ended September 30, 2022 is set out below:

SCHEDULE

OF RELATED PARTY TRANSACTIONS

	September 30, 2023		September<br> 30, 2022
salary (cost of sales)		169,905		148,656
consulting (capital work in progress)		-		75,171
salary (intangible asset – software)		138,667		448,850
consulting (professional fees)		164,568		72,000
salary (general and administrative expenses)		476,037		232,500
Total	$	949,177	$	977,177

As

at September 30, 2023, $743 was owed from shareholders of the company (December 31, 2022– $1,002). Amounts owed were recorded in amounts receivable are non-interest bearing and unsecured.

As

at September 30, 2023, $72,725 was owed to directors of the Company (December 31, 2022– $37,094). Amounts due were recorded in accounts payable are non-interest bearing and unsecured.

NOTE

9 – LONG TERM LOAN

During the year ended December 31, 2020, the Company secured a term loan with a principal amount of $175,901 (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. $8,795 (NIS 25,000) was deposited in the bank as security for the loan.

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BYND

CANNASOFT ENTERPRISES INC.

Consolidated Interim Statements of Cash Flows

For the nine months ended September 30, 2023 and 2022

(Expressed in Canadian dollars)

(Unaudited)

NOTE9 – LONG TERM LOAN (continued)

The activities of the long term loan during the nine month ended September 30, 2023 are as follows:

SCHEDULE

OF LONG TERM LOAN

	September 30, 2023			December 31, 2022
Balance,<br> opening	$	135,971		$	192,651
Repayments		(34,199	)		(46,561	)
Interest expense, accrued		2,658			4,977
Translation difference		(11,602	)		(15,096	)
Balance, ending		92,828			135,971
Less:
Long<br> term loan – current portion		44,635			47,740
Long term loan	$	48,193		$	88,231

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

SCHEDULE

OF UNDISCOUNTED REPAYMENTS

Year<br> ended	Amount
December 31,<br> 2023	$	13,184
December 31, 2024		44,982
December<br> 31, 2025		34,662
Total	$	92,828

NOTE

10 – 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:

SCHEDULE

OF PLAN ASSET (LIABILITY)

	September 30, 2023			December<br> 31, 2022
Defined benefit plan liabilities	$	(81,402	)	$	(86,015	)
Less: fair value of<br> plan assets or asset ceiling		-			-
Total	$	(81,402	)	$	(86,015	)

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BYND

CANNASOFT ENTERPRISES INC.

Consolidated Interim Statements of Cash Flows

For the nine months ended September 30, 2023 and 2022

(Expressed in Canadian dollars)

(Unaudited)

NOTE10 – 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:

SCHEDULE

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

	September30, 2023			December<br> 31, 2022
Balance, opening	$	(86,015	)	$	(87,058	)
Recognized in profit this year:
Interest costs		(1,404	)		(1,964	)
Current service cost		(4,302	)		(6,023	)
Recognized in other comprehensive profit:
Actuary loss for change<br> of assumptions		2,741			3,835
Translation differences		7,578			5,195
Balance, ending	$	(81,402	)	$	(86,015	)

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):

SCHEDULE

OF MAJOR ASSUMPTIONS IN DETERMINING THE DEFINED BENEFITS PLAN LIABILITY


Capitalization rate	2.73	%	2.73	%
Salary growth rate	0	%	0	%
Retirement rate	5	%	5	%

NOTE

11 – SHARE CAPITAL

Authorized

Unlimited number of common shares without par value.

Issued

As

at September 30, 2023 39,643,681 common shares were issued and outstanding.

Duringthe nine months ended September 30, 2023

On

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

On

April 4, 2023, the Company issued 6,727 common shares to two directors following the vesting of RSU’s.

On

April 27, 2023, the Company granted 43,847 RSU’s to two directors, the RSUs will vest over one year.

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BYND

CANNASOFT ENTERPRISES INC.

Consolidated Interim Statements of Cash Flows

For the nine months ended September 30, 2023 and 2022

(Expressed in Canadian dollars)

(Unaudited)

NOTE11 – SHARE CAPITAL (continued)

On

July 4, 2023, the Company issued 10,961 common shares to two directors following the vesting of RSU’s.

On

July 19, 2023 the Company issued 1,733,334 common shares at a price of US$1.50 per share following the closing of an underwritten public offering with gross proceeds to the Company of approximately US$2.6 million, before deducting underwriting discounts and other estimated expenses paid by the Company.

On

August 8, 2023, the Company granted 27,819 RSU’s to two directors, the RSUs will vest over one year.

Duringthe nine months ended September 30, 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 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.

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.

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BYND

CANNASOFT ENTERPRISES INC.

Consolidated Interim Statements of Cash Flows

For the nine months ended September 30, 2023 and 2022

(Expressed in Canadian dollars)

(Unaudited)

A summary of the stock options outstanding for the nine months ended September 30, 2023 are summarized as follows:

NOTE11 – SHARE CAPITAL (continued)

SCHEDULE

OF STOCK OPTIONS OUTSTANDING

			Weighted<br> Average Exercise Price
Outstanding<br> at January 1, 2022	-			-
Granted during<br> the period	895,000			1.16
Exercised 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
Granted<br> during the period	10,000		$	3.82
Granted<br> during the period	90,000		$	1.93
Outstanding<br> at September 30, 2023	715,000		$	1.51
Exercisable<br> at September 30, 2023	642,500		$	1.44

Additional information regarding stock options outstanding as of September 30, 2023, is as follows:

SCHEDULE

OF ADDITIONAL STOCK OPTIONS OUTSTANDING

Outstanding			Exercisable
Number<br> of stock options	Weighted<br><br> <br>average<br><br> <br>remaining<br><br> <br>contractual life<br><br> <br>(years)		Weighted<br><br> <br>Average<br><br> <br>Exercise Price		Number of<br><br> <br>stock options		Weighted Average<br><br> <br>Exercise Price
250,000		2.50	$	0.82		250,000	$	0.82
240,000		2.75	$	1.22		240,000	$	1.22
115,000		3.08	$	2.65		115,000	$	2.65
10,000		3.75	$	6.20		10,000	$	6.20
10,000		4.58	$	3.82		5,000	$	3.82
90,000		4.83	$	1.93		22,500	$	1.93
715,000		3.02	$	1.51		642,500	$	1.44

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.

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BYND

CANNASOFT ENTERPRISES INC.

Consolidated Interim Statements of Cash Flows

For the nine months ended September 30, 2023 and 2022

(Expressed in Canadian dollars)

(Unaudited)

NOTE11 – SHARE CAPITAL (continued)

During

the period ended September 30, 2023, there were 10,000 stock options granted to a director of the Company with an exercise price of $3.82 per share and 90,000 stock options granted to three directors of the Company with an exercise price of $1.93 per share.

As

at December 31, 2022, 612,500 of these stock options were vested (September 30, 2023 – 642,500). 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.

During

the period ended September 30, 2023, the Company recorded $95,464 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:

SCHEDULE

OF WEIGHTED AVERAGE ASSUMPTIONS

	2023			2022
Weighted average fair value<br> of options granted	$	1.61		$	3.96
Risk-free interest rate		3.76	%		3.56	%
Estimated life (in years)		5			5
Expected volatility		100.64	%		75.91	%
Expected dividend yield		0	%		0	%

NOTE

12 – REVENUE AND DEFERRED REVENUE

SCHEDULE

OF REVENUE FROM SOURCES

	September 30, 2023		September 30, 2022
Software development	$	584,037	$	568,605
Software license		201,562		212,819
Software supports		38,464		42,440
Cloud hosting		41,237		60,059
Others		8,440		6,963
Revenue	$	873,740	$	890,886

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

SCHEDULE

OF REVENUE UNDER TIMING

	September 30, 2023		September 30, 2022
Revenue recognized over time	$	672,178	$	678,067
Revenue recognized at<br> a point of time		201,562		212,819
Revenue	$	873,740	$	890,886

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:

| -20- |

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BYND

CANNASOFT ENTERPRISES INC.

Consolidated Interim Statements of Cash Flows

For the nine months ended September 30, 2023 and 2022

(Expressed in Canadian dollars)

(Unaudited)

NOTE12 – REVENUE AND DEFERRED REVENUE (continued)

SCHEDULE

OF DEFERRED REVENUE

	September 30, 2023		December 31, 2022
Deferred revenue, beginning	$	219,068	$	30,046
Customer payments received attributable to<br> contract liabilities for unearned revenue		17,500		263,404
Revenue recognized from<br> fulfilling contract liabilities		218,710		74,381
Deferred revenue, ending	$	17,858	$	219,068

The Company derives significant revenues from one customer, which exceeds 10% of total revenues. Revenues earned from that customer were 82% of total revenues for the period ended September 30, 2023 (Nine months ended September 30, 2022 – 85%)

NOTE

13 – COST OF REVENUE

Cost of revenue incurred are comprised of the following:

SCHEDULE OF COST OF REVENUE

	September 30, 2023		September 30, 2022
Salaries and benefits	$	385,072	$	348,884
Software and other		32,306		20,356
Depreciation		1,095		2,012
Cost of revenue	$	418,473	$	371,252

NOTE

14 – SUBSEQUENT EVENTS

On

October 23, 2023, the Company issued 24,869 common shares to two directors following the vesting of RSU’s.

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Exhibit99.2

BYNDCANNASOFT ENTERPRISES INC.

MANAGEMENTDISCUSSION AND ANALYSIS FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2023

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 nine month period ended September 30, 2023. The information contained in this MD&A is current to November 14, 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.

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> September 26, 2023 the Company announced that it has signed with Foria, a plant-based sexual wellness company, a Memorandum of Understanding<br> (MOU) outlining plans to form a strategic alliance to enhance the understanding and collaborate on opportunities available in the<br> fast growing female wellness industry. The alliance plans to integrate Foria’s knowledge and experience in the sexual wellness<br> space, along with the brand’s beloved organic botanical and CBD-based products, with the Company’s patent pending EZ-G<br> therapeutic solution device, which utilizes AI to help address women’s health issues. Foria’s team plans to develop oil<br> capsules designed for use in the EZ-G Devices, which leverage proprietary software to regulate the flow of low concentrations of<br> CBD oil, hemp seed oil, and other natural oils into the soft tissues of the female reproductive system. The device is expected to<br> provide users with a personalized experience that meets various needs related to sexual pleasure and potentially address a wide variety<br> of women’s health issues.
●	On<br> July 19, 2023 the Company announced the closing o of a firm commitment underwritten public offering with gross proceeds to the Company<br> of approximately US$2.6 million, before deducting underwriting discounts and other estimated expenses payable by the Company. The<br> base offering consisted of 1,733,334 common shares at a price to the public of US$1.50 per share. The Company intends to use the<br> net proceeds from this offering primarily for product design and manufacturing, sales and marketing campaigns, patent prosecution<br> and working capital.
●	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 |

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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”).

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”);

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| --- | | ● | 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 nine month period ended September 30, 2023 and 2022 and for the year ended December 31, 2022. 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.

Item
Revenues
Loss	)	)	)
Total Assets
Total Liabilities
Working Capital
Shareholders’ Equity
Number of Common Shares Outstanding at period<br> end

All values are in US Dollars.

RESULTSOF OPERATIONS AND OVERALL PERFORMANCE

A.	OPERATING RESULTS

For the nine month period ended September 30, 2023, the Company recorded net loss of $3,327,542 compared to a net loss of $964,462 in 2022 and had a cash balance as at September 30, 2023 of $2,183,463 (December 31, 2022 - $2,392,871).

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The following provides an overview of the Company’s financial results for the nine month period ended September 30, 2023:

Revenue

●	Revenues<br> during the period were $873,740 as compared to $890,886 for the same period in 2022. This decrease is mainly a result of decreased<br> revenues from cloud hosting services in the amount of $18,822 and decreased revenues from software licenses in the amount of $11,257,<br> partially offset by increased revenues from software development in the amount of $15,432.
●	Approximately<br> 82% of our sales during the period and 85% of our sales for the same period in 2022 were<br> to our largest costumer and as a result, we are highly dependent on this costumer to continue<br> our operating activities.
●	Development<br> of the Company’s New CRM Platform is now complete and a BETA version of the New CRM<br> Platform is available, we believe that 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<br> tested at the Weizmann Institute of Science, however, we do not expect to generate revenues<br> from the platform until Q1 2024.
●	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 Q2 2024.

Costof Revenue

●	Cost<br> of Sales for the period amounted to $418,473 as compared to $371,252 for the same period<br> in 2022. This increase is a result of a $36,188 increase in salaries and benefits and a $11,950<br> increase in software and other expenses.
●	For the nine month<br> period ended September 30, 2023 the Company’s gross margin was 52% as compared to 58% during 2022.

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

●	For<br> the nine month period ended September 30, 2023, general and administrative expenses increased<br> to $940,445 from $630,269 for the same period in 2022. The increase was mainly due to a $243,537<br> increase in compensation to senior management and directors.
●	Professional<br> fees increased to $2,514,024 from $909,330 mainly due to a $879,046 increase in Investor relations and Public relations and Digital<br> Media expenses a $173,915 increase in legal fees and a $425,225 increase in the EZ-G product design and management.
●	Consulting<br> and Marketing expenses decreased to $1,791 from $8,030 due to a decrease in consulting expenses in relation to the new Cannabis CRM<br> platform.
●	Depreciation<br> expenses decreased to $9,220 from $26,637 mainly due to the fact that many of the property and equipment of the company is fully<br> depreciated.
●	Share-based<br> compensation expense decreased to $95,464 from $146,581 as most stock options were granted in fiscal year 2021 and the majority of<br> their vesting occurred in 2021 and 2022.

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OtherIncome (Loss) items

●	Foreign<br> exchange loss was $124,560 compared to a gain of $257,833 mainly due to the weakening of the New Israeli Shekel.
●	Finance<br> expense increased to $15,415 from $9,498 mainly due to an increase in bank charges.
B.	LIQUIDITY AND CAPITAL RESOURCES
---	---

As at September 30, 2023, the Company had a cash balance of $2,183,463 (December 31, 2022: $2,392,871).

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

All values are in US Dollars.

●	The<br> Company experienced negative cash flows from operating activities during the nine month period ended September 30, 2023 in the amount<br> of $2,733,932, primarily due to its net loss of $3,327,542 and decrease in deferred revenues of $201,210, partially offset by a $252,334<br> decrease in prepaid expenses and a $90,494 decrease in amount receivables. 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> 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<br> it raised $616,570 through the issuance of 142,395 common shares at a price of $4.33 per<br> share.
●	On<br> July 19, 2023 the Company issued 1,733,334 common shares at a price of US$1.50 per share following the closing of an underwritten<br> public offering with gross proceeds to the Company of approximately US$2.6 million, before deducting underwriting discounts and other<br> estimated expenses paid by the Company.

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.

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OUTSTANDINGSHARE CAPITAL

Common<br> Shares
Issued & Outstanding as<br> at September 30, 2023	37,643,681
Issued on October<br> 23, 2023 (RSUs)	24,869
Total Issued & Outstanding as at November<br> 14, 2023	39,668,550
Convertible Securities	Exercise<br> Price		Expiry Date
---	---	---	---	---
Stock Options	$	0.82	March 29, 2026	250,000
Stock Options	$	1.22	June 29, 2026	240,000
Stock Options	$	2,65	October 26, 2026	115,000
Stock Options	$	6.20	June 14, 2027	10,000
Stock Options	$	3.82	April 27, 2028	10,000
RSUs		N/A	April 1, 2024	21,925
Stock Options	$	1.93	August 8, 2028	90,000
RSUs		N/A	February 11, 2024	10,935
RSUs		N/A	August 8, 2024	13,911
Fully<br> Diluted Share Capital				40,430,321

TRANSACTIONSWITH RELATED PARTIES

During the nine month period ended September 30, 2023, the Company paid management and consulting fees in the amount of $949,177 to its President, CEO, CFO, CTO and two Directors (Mr. Wolkin and Mrs Szabo). During the same period in 2022 the Company paid $977,177 to its President, CEO, CFO, CTO and two Directors (Mr. Wolkin and Mrs Szabo).

As at September 30, 2023, $743 was owed from shareholders of the company (December 31, 2022– $1,002)

As at September 30, 2023, $72,725 was owed to directors of the Company (December 31, 2022– $37,094).

On April 27, 2023, the Company granted 10,000 stock options to a director (Mr. Shirazi), which options are exercisable for 5 years, at an exercise price of $3.82 per share.

On April 27, 2023, the Company granted 43,847 RSU’s to two directors (Mr. Wolkin and Mrs Szabo), the RSUs will vest over one year.

On August 8, 2023, the Company granted 90,000 stock options to three directors (Mr. Wolkin, Mrs Szabo and Mr. Shirazi), which options are exercisable for 5 years, at an exercise price of $1.93 per share.

On August 8, 2023, the Company granted 27,819 RSU’s to two directors (Mr. Wolkin and Mrs Szabo), the RSUs will vest over one year.

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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 September 30, 2023 the Company had $2,894,002 in current assets and $292,358 in current liabilities resulting in a working capital of $2,601,644.

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 September 30, 2023, consisting of cash in the sum of $1,919,988. As of September 30, 2023 a 5% depreciation or appreciation of the U.S. dollar against the New Israeli Shekel would have resulted in an approximate $95,999 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 September 30, 2023 for the next 5 years and over is $322,693. To secure the additional capital necessary to pursue its plans, the Company may have to raise additional funds through equity or debt financing.

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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.

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.

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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 Q2 2024.
●	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.

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

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

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

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

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

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

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

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

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

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OTHERMATTERS

LegalProceedings

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

ContingentLiabilities

At the date of 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.

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Exhibit 99.3

Form 52-109F2

Certificationof Interim Filings

FullCertificate

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

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of BYND Cannasoft Enterprises Inc. (the “issuer”) for the interim period ended September 30, 2023.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any<br> 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<br> 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<br> other financial information included in the interim 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 interim 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 end of the period covered by the interim filings
(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 interim filings are<br> being prepared; and
---	---
(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other<br> reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods<br> 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.

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5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (2013) published by the Committee of Sponsoring Organization of the Treadway Commission (“COSO”).

5.2 ICFR – material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the end of the interim period

(a)	a<br> description of the material weakness;
(b)	the<br> impact of the material weakness on the issuer’s financial reporting and its ICFR; and
(c)	the<br> issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness.

5.3 Limitation on scope of design: N/A

6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during<br> the period beginning on January 1, 2023 and ended on September 30, 2023 that has materially affected, or is reasonably likely to<br> materially affect, the issuer’s ICFR.
Date:<br> November 14, 2023
---
“Yftah Ben Yaackov”
Yftah Ben Yaackov
Chief Executive Officer

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Exhibit 99.4

Form 52-109F2

Certificationof Interim Filings

FullCertificate

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

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of BYND Cannasoft Enterprises Inc. (the “issuer”) for the interim period ended September 30, 2023.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any<br> 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<br> 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<br> other financial information included in the interim 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 interim 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 end of the period covered by the interim filings
(a)	designed<br> DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
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(i)	material<br> information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are<br> being prepared; and
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(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.

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5.2 ICFR – material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the end of the interim period

(a)	a<br> description of the material weakness;
(b)	the<br> impact of the material weakness on the issuer’s financial reporting and its ICFR; and
(c)	the<br> issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness.

5.3 Limitation on scope of design: N/A

6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during<br> the period beginning on January 1, 2023 and ended on September 30, 2023 that has materially affected, or is reasonably likely to<br> materially affect, the issuer’s ICFR.
Date:<br> November 14, 2023
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“Gabi Kabazo”
Gabi Kabazo
Chief Financial Officer

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