Femto Technologies Inc 6-K, filed May 18, 2023
Femto Technologies Inc. (FMTOF)
About this 6-K
Femto Technologies Inc filed this 6-K on May 18, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2023
Commission
File Number:
(Translation of registrant’s name into English)
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
| Form 20-F ☒ | Form 40-F ☐ |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): _____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): _____
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
| Yes ☐ | No ☒ |
If “Yes” marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-________
On May 15, 2023, BYND Cannasoft Enterprises Inc. (the “Company”) issued its unaudited consolidated financial statements and the related management discussion and analysis for the quarter ended March 31, 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 three months ended March 31, 2023 | |
| 99.2 | Management Discussion and Analysis | |
| 99.3 | Certification of Annual Filings — CEO | |
| 99.4 | Certification of Annual Filings — CFO |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
May 18, 2023
| BYND CANNASOFT ENTERPRISES INC. | ||
| By: | /s/ Yftah Ben Yaackov | |
| Name: | Yftah Ben Yaackov | |
| Title: | Chief Executive Officer | |
| 3 |
Exhibit 99.1
BYND CANNASOFT ENTERPRISES INC.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THREE MONTHS ENDED MARCH 31, 2023
(EXPRESSED IN CANADIAN DOLLARS)
(UNAUDITED)
| -1- |
NOTICE TO READER
Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the condensed consolidated interim financial statements have not been reviewed by an auditor.
The accompanying unaudited condensed consolidated interim financial statements of the Company have been prepared by and are the responsibility of the Company’s management.
The Company’s independent auditors have not audited, reviewed or otherwise attempted to verify the accuracy or completeness of these condensed consolidated interim financial statements. Readers are cautioned that these statements may not be appropriate for their intended purposes.
May 15, 2023
| -2- |
BYND CANNASOFT ENTERPRISES INC.
Consolidated Interim Statements of the Financial Position
(Expressed in Canadian dollars)
(Unaudited)
| As at | Notes | March 31, 2023 | December 31, 2022 | |||||||||
| Assets | ||||||||||||
| Cash | $ | $ | ||||||||||
| Amounts receivable | 4 | |||||||||||
| Prepaid expenses | ||||||||||||
| Total Current Assets | ||||||||||||
| Intangible assets | 5 | |||||||||||
| Property and equipment | 6 | |||||||||||
| Total Assets | $ | $ | ||||||||||
| Liabilities and Shareholders’ Equity | ||||||||||||
| Liabilities | ||||||||||||
| Trade payables and accrued liabilities | 7 | $ | $ | |||||||||
| Deferred revenue | 12 | |||||||||||
| Long term loan – current portion | 9 | |||||||||||
| Total Current Liabilities | ||||||||||||
| Long term loan | 9 | |||||||||||
| Liabilities for employee benefits | 10 | |||||||||||
| Total Liabilities | $ | $ | ||||||||||
| Shareholders’ equity | ||||||||||||
| Share capital | 11 | $ | $ | |||||||||
| Share purchase warrants reserve | ||||||||||||
| Shares to be issued | ||||||||||||
| Share-based payment reserve | ||||||||||||
| Translation differences reserve | ||||||||||||
| Capital reserve for re-measurement of defined benefit plan | 10 | |||||||||||
| Deficit | ( | ) | ( | ) | ||||||||
| Total equity | $ | $ | ||||||||||
| Total Liabilities and Shareholders’ Equity | $ | $ | ||||||||||
Nature of operations and going concern (Note 1)
These condensed consolidated interim financial statements were approved for issue by the Board of Directors on May 15, 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.
| -3- |
BYND CANNASOFT ENTERPRISES INC.
Consolidated Interim Statements of Income (Loss) and Comprehensive Income (Loss)
(Expressed in Canadian dollars)
(Unaudited)
| For the three months ended | Notes | March 31, 2023 | March 31, 2022 | |||||||||
| Revenue | 12 | $ | $ | |||||||||
| Cost of revenue | 13 | ( | ) | ( | ) | |||||||
| Gross profit | ||||||||||||
| Consulting and marketing | ||||||||||||
| Depreciation | 6 | |||||||||||
| Share-based compensation | ||||||||||||
| General and administrative expenses | ||||||||||||
| Professional fees | ||||||||||||
| Total operating expense | ||||||||||||
| Income (loss) before other income (loss) | $ | ( | ) | $ | ( | ) | ||||||
| Other income (loss) | ||||||||||||
| Foreign exchange loss | ( | ) | ( | ) | ||||||||
| Finance expenses, net | ( | ) | ( | ) | ||||||||
| Other operating expense | ( | ) | ( | ) | ||||||||
| Loss before tax | $ | ( | ) | $ | ( | ) | ||||||
| Tax recovery (expense) | ( | ) | ||||||||||
| Loss for the period | $ | ( | ) | $ | ( | ) | ||||||
| Other comprehensive income (loss) | ||||||||||||
| Items that may be reclassified to profit or loss | ||||||||||||
| Exchange differences on translation of foreign operations | $ | ( | ) | $ | ( | ) | ||||||
| Remeasurement of a defined benefit plan, net | ||||||||||||
| Other comprehensive income (loss) for the period | $ | ( | ) | $ | ( | ) | ||||||
| Total comprehensive loss | $ | ( | ) | $ | ( | ) | ||||||
| loss per share – basic and diluted | $ | (0.02) | $ | (0.01) | ||||||||
| Weighted average shares outstanding – basic and diluted | ||||||||||||
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
| -4- |
BYND CANNASOFT ENTERPRISES INC.
Consolidated Interim Statements of Changes in Shareholders’ Equity
(Expressed in Canadian dollars)
(Unaudited)
| Number of shares | Share capital | Shares to be issued | Share purchase warrants reserve | Translation differences reserve | Share-based payment reserve | Capital reserve for re-measurement of defined benefit plan | Retained earnings (Deficiency) | Total | ||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Balance, January 1, 2022 | ( | ) | ||||||||||||||||||||||||||||||||||
| Proceeds for shares issued | ( | ) | ||||||||||||||||||||||||||||||||||
| Share-based payments | - | |||||||||||||||||||||||||||||||||||
| Loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Other comprehensive loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Balance at March 31, 2022 | ( | ) | ||||||||||||||||||||||||||||||||||
| Balance at January 1, 2023 | ( | ) | ||||||||||||||||||||||||||||||||||
| Balance, value | ( | ) | ||||||||||||||||||||||||||||||||||
| Loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Shares issued for services | ( | ) | ||||||||||||||||||||||||||||||||||
| Share-based payments | - | |||||||||||||||||||||||||||||||||||
| Shares to be issued for services | - | |||||||||||||||||||||||||||||||||||
| Other comprehensive loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Balance at March 31, 2023 | ( | ) | ||||||||||||||||||||||||||||||||||
| Balance, value | ( | ) | ||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| -5- |
BYND CANNASOFT ENTERPRISES INC.
Consolidated Interim Statements of Cash Flows
For the three months ended March 31, 2023 and 2022
(Expressed in Canadian dollars)
(Unaudited)
| As at | March 31, 2023 | March 31, 2022 | ||||||
| Operating activities: | ||||||||
| Loss for the period | $ | ( | ) | $ | ( | ) | ||
| Non-working capital adjustments: | ||||||||
| Finance expense | ||||||||
| Share-based compensation | ||||||||
| Depreciation | ||||||||
| Shares issued for services | ||||||||
| Unrealized foreign exchange loss | ||||||||
| Working capital adjustments: | ||||||||
| Change in amount receivables | ( | ) | ||||||
| Change in trade payables and accrued liabilities | ( | ) | ||||||
| Change in deferred revenue | ( | ) | ( | ) | ||||
| Change in prepaid expenses | ||||||||
| Change in benefits to employees | ( | ) | ( | ) | ||||
| Net cash provided by (used in) operating activities | ( | ) | ||||||
| Investing activities: | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Disposal of property and equipment | ||||||||
| Investment in intangible assets | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Financing activities: | ||||||||
| Proceeds from private placements | ||||||||
| Proceeds (repayment of) from long term loan | ( | ) | ( | ) | ||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Net Decrease in cash | $ | ( | ) | $ | ( | ) | ||
| Effect of foreign exchange rate changes | ( | ) | ( | ) | ||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
| -6- |
BYND CANNASOFT ENTERPRISES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2023
(Expressed in Canadian dollars)
(Unaudited)
NOTE 1 – NATURE OF OPERATIONS AND GOING CONCERN
BYND Cannasoft Enterprises Inc. (the “Company” or “BYND Cannasoft”) is a Canadian company which was amalgamated under the Business Corporations Act (British Columbia) on March 29, 2021. The Company’s registered address is 2264 East 11th Avenue, Vancouver, Canada.
The Company currently operates only in Israel and through its subsidiaries (i) develops, markets and sells a proprietary client relationship management software known as “Benefit CRM” and its new Cannabis CRM platform, and (ii) manages the construction, licensing and operation of a cannabis farm and indoor cannabis growing facility
On March 29, 2021, the Company completed the business combination transactions with BYND – Beyond Solutions Ltd. (“BYND”) (note 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 % ownership interest in ZC from the former shareholder in exchange for common shares of the Company. The share exchange agreement was executed and fully completed on September 22, 2022
Covid-19
On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (Covid-19) a “Public Health Emergency of International Concern.” On March 11, 2020, the World Health Organization characterized the outbreak as a “pandemic”. The significant outbreak of Covid-19 has resulted in a widespread health crisis that is adversely affecting the economies and financial markets worldwide, including the businesses which we operate. Furthermore, restrictions on travel and the limited ability to have meetings with personnel, vendors and services providers are expected to have an adverse effect on the Company’s businesses. The extent to which Covid-19 impacts the Company’s businesses will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of Covid-19 and the actions to contain Covid-19 or treat its impact, among others. If the disruptions posed by Covid-19 or other matters of global concern continue for an extensive period of time, the Company’s operations may be materially adversely affected.
The Covid-19 pandemic, including the recent Omicron variant, has also caused, and is likely to continue to cause, severe economic, market and other disruptions worldwide. We cannot predict whether conditions in the global financial markets will continue to deteriorate as a result of the pandemic, or that access to capital and other sources of funding will not become constrained, which could adversely affect the availability and terms of any future financings the Company may wish to undertake.
These condensed interim consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. These financial statements do not reflect the adjustments to the carrying values of assets and liabilities, the reported revenues and expenses, and the statement of financial position classifications used, that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. Such adjustments could be material.
| -7- |
BYND CANNASOFT ENTERPRISES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2023
(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.
| -8- |
BYND CANNASOFT ENTERPRISES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2023
(Expressed in Canadian dollars)
(Unaudited)
NOTE 2 – 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.
| -9- |
BYND CANNASOFT ENTERPRISES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2023
(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 assessment of the Company’s ability to continue as a going concern and whether there are events or conditions that may give rise to significant uncertainty; | |
| ● | the classification of financial instruments; | |
| ● | the assessment of revenue recognition using the five-step approach under IFRS 15 and the collectability of amounts receivable; and | |
| ● | the determination of the functional currency of the company. |
NOTE 3 – ACQUISITIONS
Acquisition of Zigi Carmel
On September 22, 2022, the Company and the former shareholder of Zigi Carmel Initiatives and Investments Ltd. (“ZC”) entered into a share exchange agreement, whereby the Company would acquire % ownership interest in ZC from the former shareholder in exchange for 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 to shares issued ( shares at $ per share) | ||||
| Fair value of assets and liabilities acquired: | ||||
| Cash | ||||
| Amount receivable | ||||
| Investments | ||||
| Intangible asset – patents pending | | |||
| Trade payable and other liabilities | ||||
| Shareholder loan | ( | ) | ||
| Fair value of assets and liabilities | ||||
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.
| -10- |
BYND CANNASOFT ENTERPRISES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2023
(Expressed in Canadian dollars)
(Unaudited)
NOTE 3 – ACQUISITIONS (continued)
Acquisition of B.Y.B.Y.
On
October 1, 2020, BYND and the former shareholders of B.Y.B.Y. entered into a share exchange agreement, whereby BYND would acquire %
ownership interest in B.Y.B.Y from the former shareholders in exchange for % ownership interest in BYND. One of the former shareholders
would hold the remaining
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 to shares issued | ||||
| Fair value of assets and liabilities acquired: | ||||
| Amount receivable | ||||
| Intangible asset | | |||
| Trade payable and other liabilities | ( | ) | ||
| Fair value of assets and liabilities |
The intangible asset acquired in the acquisition of B.Y.B.Y. is attributed to the primary growing license for medical cannabis in Israel held by B.Y.B.Y.. The company has determined that the license shall not be amortized, but rather will be tested for impairment at least annually or when there are any further indicators of impairment.
Reverse Takeover of BYND Cannasoft
On December 16, 2019, BYND entered into a Business Combination Agreement (“BCA”) with 1232986 B.C. Ltd. (“NumberCo”), Lincoln Acquisitions Corp. (“Lincoln”) and the shareholders of BYND. Pursuant to the terms of the BCA: (i) Lincoln and NumberCo would amalgamate to form a new company to be named “BYND Cannasoft Enterprises Inc.” (the “Company” or “BYND Cannasoft”), and (ii) the Company would acquire all of the issued and outstanding shares of BYND from its shareholders in exchange for a pro rated number of shares of BYND Cannasoft (the “Share Exchange Transaction” and together with the Amalgamation Transaction, the “Business Combination Transactions”).
| -11- |
BYND CANNASOFT ENTERPRISES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2023
(Expressed in Canadian dollars)
(Unaudited)
NOTE 3 – ACQUISITIONS (continued)
Reverse Takeover of BYND Cannasoft (continued)
On March 29, 2021, the Company issued an aggregate of common shares to BYND shareholders in consideration for all the 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 of shares retained by former BYND Cannasoft shareholders ( shares at $ per share) | ||||
| Forgiveness of BYND debt | ( | ) | ||
| Total consideration transferred | ||||
| Fair value of identifiable assets and liabilities acquired: | ||||
| Cash | ||||
| Amount receivable | ||||
| Trade payable and other liabilities | ( | ) | ||
| Total net assets acquired | ||||
| Listing expense |
NOTE 4 – AMOUNTS RECEIVABLES
SCHEDULE OF AMOUNTS RECEIVABLE
March 31, 2023 | December 31, 2022 | |||||||
| Trades receivable | $ | $ | ||||||
| Income tax advances | ||||||||
| Due from shareholders | ||||||||
| Amounts receivable | $ | $ | ||||||
| -12- |
BYND CANNASOFT ENTERPRISES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2023
(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 $
SCHEDULE OF PATENTS INCLUDE THE FAIR VALUE ATTRIBUTED TO THE PATENTS UPON THE ACQUISITION
| Software | License | Patents | Total | |||||||||||||
| Cost | ||||||||||||||||
| Balance, December 31, 2021 | $ | $ | $ | $ | ||||||||||||
| Additions | ||||||||||||||||
| Translation differences | ( | ) | ( | ) | ||||||||||||
| Balance, December 31, 2022 | ||||||||||||||||
| Additions | ||||||||||||||||
| Translation differences | ( | ) | ( | ) | ||||||||||||
| Balance, March 31, 2023 | $ | $ | $ | |||||||||||||
| Accumulated depreciation | ||||||||||||||||
| Balance, December 31, 2021 | $ | $ | $ | |||||||||||||
| Depreciation | ||||||||||||||||
| Balance, December 31, 2022 | ||||||||||||||||
| Depreciation | ||||||||||||||||
| Balance, March 31, 2023 | $ | $ | $ | |||||||||||||
| Net book value | ||||||||||||||||
| At December 31, 2022 | $ | $ | $ | |||||||||||||
| At March 31, 2023 | $ | $ | $ | |||||||||||||
| -13- |
BYND CANNASOFT ENTERPRISES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2023
(Expressed in Canadian dollars)
(Unaudited)
NOTE 6 – PROPERTY AND EQUIPMENT
SCHEDULE OF PROPERTY AND EQUIPMENT
| Computers & Equipment | Vehicles | Furniture & Equipment | Capital Work In Progress | Total | ||||||||||||||||
| Cost | ||||||||||||||||||||
| Balance, January 1, 2022 | $ | $ | $ | $ | $ | |||||||||||||||
| Additions | ||||||||||||||||||||
| Disposals | ( | ) | ( | ) | ||||||||||||||||
| Translation differences | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Balance, December 31, 2022 | ||||||||||||||||||||
| Property, plant and equipment, cost, beginning balance | ||||||||||||||||||||
| Additions | ||||||||||||||||||||
| Disposals | ||||||||||||||||||||
| Translation differences | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Balance, March 31, 2023 | $ | $ | $ | $ | $ | |||||||||||||||
| Property, plant and equipment, cost, ending balance | $ | $ | $ | $ | $ | |||||||||||||||
| Accumulated depreciation | ||||||||||||||||||||
| Balance as of January 1, 2022 | $ | $ | $ | $ | ||||||||||||||||
| Depreciation | ||||||||||||||||||||
| Translation differences | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Balance, December 31, 2022 | ||||||||||||||||||||
| Accumulated depreciation Property, plant and equipment, beginning balance | ||||||||||||||||||||
| Depreciation | ||||||||||||||||||||
| Translation differences | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Balance, March 31, 2023 | $ | $ | $ | $ | ||||||||||||||||
| Accumulated depreciation Property, plant and equipment, ending balance | $ | $ | $ | $ | ||||||||||||||||
| Net book value | ||||||||||||||||||||
| At December 31, 2022 | $ | $ | $ | $ | $ | |||||||||||||||
| At March 31, 2023 | $ | $ | $ | $ | $ | |||||||||||||||
| Property, plant and equipment, net | $ | $ | $ | $ | $ | |||||||||||||||
During
the three months ended March 31, 2023, depreciation of $
As at March 31, 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.
| -14- |
BYND CANNASOFT ENTERPRISES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2023
(Expressed in Canadian dollars)
(Unaudited)
NOTE 7 – TRADE PAYABLES AND ACCRUED LIABILITIES
SCHEDULE OF TRADE PAYABLES AND ACCRUED LIABILITIES
March 31, 2023 | December 31, 2022 | |||||||
| Trades payable | $ | $ | ||||||
| Due to related parties | ||||||||
| VAT, income and dividend taxes payable | ||||||||
| Salaries payable | ||||||||
| Trade payables and accrued liabilities | $ | $ | ||||||
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 three months ended March 31, 2023 and the three months ended March 31, 2022 is set out below:
SCHEDULE OF RELATED PARTY TRANSACTIONS
March 31, 2023 | March 31, 2022 | |||||||
| salary (cost of sales) | ||||||||
| consulting (capital work in progress) | ||||||||
| consulting (professional fees) | ||||||||
| salary (general and administrative expenses) | ||||||||
| Total | $ | $ | ||||||
As
at March 31, 2023, $
As
at March 31, 2023, $
NOTE 9 – LONG TERM LOAN
During
the year ended December 31, 2020, the Company secured a term loan with a principal amount of $
| -15- |
BYND CANNASOFT ENTERPRISES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2023
(Expressed in Canadian dollars)
(Unaudited)
NOTE 9 – LONG TERM LOAN (continued)
The activities of the long term loan during the three month ended March 31, 2023 are as follows:
SCHEDULE OF LONG TERM LOAN
March 31, 2023 | December 31, 2022 | |||||||
| Balance, opening | $ | $ | ||||||
| Repayments | ( | ) | ( | ) | ||||
| Interest expense, accrued | ||||||||
| Translation difference | ( | ) | ( | ) | ||||
| Balance, ending | ||||||||
| Less: | ||||||||
| Long term loan – current portion | ||||||||
| Long term loan | $ | $ | ||||||
The undiscounted repayments for each of the next three years and in the aggregate are:
SCHEDULE OF UNDISCOUNTED REPAYMENTS
| Year ended | Amount | |||
| December 31, 2023 | $ | |||
| December 31, 2024 | ||||
| December 31, 2025 | ||||
| Total | $ | |||
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)
March 31, 2023 | December 31, 2022 | |||||||
| Defined benefit plan liabilities | $ | ( | ) | $ | ( | ) | ||
| Less: fair value of plan assets or asset ceiling | ||||||||
| Total | $ | ( | ) | $ | ( | ) | ||
| -16- |
BYND CANNASOFT ENTERPRISES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2023
(Expressed in Canadian dollars)
(Unaudited)
NOTE 10 – 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
March 31, 2023 | December 31, 2022 | |||||||
| Balance, opening | $ | ( | ) | $ | ( | ) | ||
| Recognized in profit this year: | ||||||||
| Interest costs | ( | ) | ( | ) | ||||
| Current service cost | ( | ) | ( | ) | ||||
| Recognized in other comprehensive profit: | ||||||||
| Actuary loss for change of assumptions | ||||||||
| Translation differences | ||||||||
| Balance, ending | $ | ( | ) | $ | ( | ) | ||
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
March 31, 2023 | December 31, 2022 | |||||||
| Capitalization rate | % | % | ||||||
| Salary growth rate | % | % | ||||||
| Retirement rate | % | % | ||||||
Authorized
Unlimited number of common shares without par value.
Issued
As at March 31, 2023 common shares were issued and outstanding.
During the three months ended March 31, 2023
On January 3, 2023, the Company issued common shares to two directors following the vesting of RSU’s.
During the three months ended March 31, 2022
On January 13, 2022, the Company completed a non-brokered private placement financing wherein it raised $ through the issuance of common shares at a price of $ per share.
| -17- |
BYND CANNASOFT ENTERPRISES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2023
(Expressed in Canadian dollars)
(Unaudited)
NOTE 11 – SHARE CAPITAL (continued)
Stock options
The Company has a stock option plan to grant incentive stock options to directors, officers, employees and consultants. Under the plan, the aggregate number of common shares that may be subject to option at any one time may not exceed 10% of the issued common shares of the Company as of that date, including options granted prior to the adoption of the plan. The exercise price of these options is not less than the Company’s closing market price on the day prior to the grant of the options less the applicable discount permitted by the CSE. Options granted may not exceed a term of five years.
SCHEDULE OF STOCK OPTIONS OUTSTANDING
Number of Options | Weighted Average Exercise Price | |||||||
| Outstanding at January 1, 2022 | ||||||||
| Granted during the period | ||||||||
| Exercised during the period | ( | ) | $ | | ||||
| Granted during the period | $ | |||||||
| Outstanding at March 31, 2023 and December 31, 2022 | $ | |||||||
| Exercisable at December 31, 2022 | $ | |||||||
| Exercisable at March 31, 2023 | $ | |||||||
SCHEDULE OF ADDITIONAL STOCK OPTIONS OUTSTANDING
| Outstanding | Exercisable | |||||||||||||||||
| Number of stock options | Weighted average remaining contractual life (years) | Weighted Average Exercise Price | Number of stock options | Weighted Average Exercise Price | ||||||||||||||
| $ | | $ | ||||||||||||||||
| $ | $ | |||||||||||||||||
| $ | $ | |||||||||||||||||
| $ | $ | |||||||||||||||||
| $ | $ | |||||||||||||||||
During the year ended December 31, 2021, there were stock options granted to the directors and officers of the Company with an exercise price of $ per share. . In addition, stock options were granted to a director of the Company with an exercise price of $ per share and stock options were granted to a director of the Company with an exercise price of $ per share.
| -18- |
BYND CANNASOFT ENTERPRISES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2023
(Expressed in Canadian dollars)
(Unaudited)
NOTE 11 – SHARE CAPITAL (continued)
During the year ended December 31, 2022, there were stock options granted to a director of the Company with an exercise price of $ per share and stock options were exercised to shares.
As at December 31, 2022, of these stock options were vested (March 31, 2023 – ). During the year ended December 31, 2021, the Company recorded $ in share-based payment expense. During the year ended December 31, 2022, the Company recorded $ in share-based payment expense.
During the period ended March 31, 2023, the Company recorded $ in share-based payment expense.
SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS
| 2023 | 2022 | |||||||
| Weighted average fair value of options granted | $ | $ | ||||||
| Risk-free interest rate | % | |||||||
| Estimated life (in years) | ||||||||
| Expected volatility | % | |||||||
| Expected dividend yield | % | |||||||
NOTE 12 – REVENUE AND DEFERRED REVENUE
SCHEDULE OF REVENUE FROM SOURCES
March 31, 2023 | March 31, 2022 | |||||||
| Software development | $ | $ | ||||||
| Software license | ||||||||
| Software supports | ||||||||
| Cloud hosting | ||||||||
| Others | ||||||||
| Revenue | $ | $ | ||||||
The Company recognized revenues from contracts with customers in accordance with the following timing under IFRS 15:
SCHEDULE OF REVENUE UNDER TIMING
March 31, 2023 | March 31, 2022 | |||||||
| Revenue recognized over time | $ | $ | ||||||
| Revenue recognized at a point of time | ||||||||
| Revenue | $ | $ | ||||||
| -19- |
BYND CANNASOFT ENTERPRISES INC.
Notes to the Condensed Consolidated Interim Financial Statements
For the three months ended March 31, 2023
(Expressed in Canadian dollars)
(Unaudited)
NOTE 12 – REVENUE AND DEFERRED REVENUE (continued)
Deferred revenue represents contract liabilities for customer payments received related to services yet to be provided subsequent to the reporting date. Significant changes in deferred revenue are as follows:
SCHEDULE OF DEFERRED REVENUE
March 31, 2023 | December 31, 2022 | |||||||
| Deferred revenue, beginning | $ | $ | ||||||
| Customer payments received attributable to contract liabilities for unearned revenue | ||||||||
| Revenue recognized from fulfilling contract liabilities | ||||||||
| Deferred revenue, ending | $ | $ | ||||||
The
Company derives significant revenues from one customer, which exceeds 10% of total revenues. Revenues earned from that customer were
NOTE 13 – COST OF REVENUE
Cost of revenue incurred are comprised of the following:
SCHEDULE OF COST OF REVENUE
March 31, 2023 | March 31, 2022 | |||||||
| Salaries and benefits | $ | $ | ||||||
| Subcontractors | ||||||||
| Software and other | ||||||||
| Depreciation | ||||||||
| Cost of revenue | $ | $ | ||||||
NOTE 14 – SUBSEQUENT EVENTS
On April 3, 2023, the Company issued common shares to two directors following the vesting of RSU’s.
On April 27, 2023, the Company granted stock options to a director with an exercise price of $ per share.
On April 27, 2023, the Company granted RSU’s to two directors, the RSUs will vest over one year.
| -20- |
Exhibit 99.2
BYND CANNASOFT ENTERPRISES INC.
MANAGEMENT DISCUSSION AND ANALYSIS FOR THE
THREE MONTH PERIOD ENDED MARCH 31, 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 three month period ended March 31, 2023. The information contained in this MD&A is current to May 15, 2023.
The preparation of the Company’s financial statements are in conformity with International Financial Reporting Standards (“IFRS”) and requires management to make assumptions that affect the reported amounts of assets, liabilities and expenses in addition to the disclosure of contingent liabilities at the date of the financial statements and reporting amounts. The Company bases its estimates on historical experience, current trends and various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates.
COVID-19
Since March 2020, several governmental measures have been implemented in both Israel and Canada and throughout the rest of the world in response to the coronavirus (COVID-19) pandemic. While the impact of COVID-19 and these measures are expected to be temporary, the current circumstances are dynamic and the impacts of COVID-19 on the Company’s business operations cannot be reasonably estimated at this time. The Company anticipates this could have an adverse impact on its business, results of operations, financial position and cash flows in the future. The Company continues to operate its business and adheres to applicable emergency measures as those are developed.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTORS
This MD&A contains forward-looking statements that include risks and uncertainties that are disclosed under the section “Risk Management”. Other factors that could affect actual results are uncertainties pertaining to government regulations, both domestic as well as foreign, and the changes within the capital markets.
This MD&A contains certain statements that may constitute “forward-looking statements”. Forward-looking statements include but are not limited to, statements regarding future anticipated business developments and the timing thereof, regulatory compliance, sufficiency of working capital, and business and financing plans. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or which by their nature refer to future events. The Company cautions investors that any forward-looking statements by the Company are not guarantees of future performance, and that actual results may differ materially from those in forward looking statements as a result of various factors, including, but not limited to, the Company’s ability to continue its projected growth, to raise the necessary capital or to be fully able to implement its business strategies.
GOING CONCERN
The Company’s financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company’s ability to continue as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to generate revenue to establish profitable operations and to obtain the necessary equity or debt financing to fund operations as required.
OUTLOOK
The Company’s primary focus for the foreseeable future will be: (i) the continuation of its current CRM software business, (ii) development of its New Cannabis CRM Platform 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.
DESCRIPTION OF BUSINESS
BYND Cannasoft Enterprises Inc. was amalgamated under the Business Corporations Act (British Columbia) on March 29, 2021. The Company’s registered address is 2264 East 11th Avenue, Vancouver, BC, V5N 1Z6, Canada.
Recent Developments
| ● | On February 5, 2023, Cannasoft Pharma Holdings Ltd., has received a Contactless Business License. This license allows us to engage in the Cannabis industry for the purpose of trading and brokering transactions in Israel, importing from abroad, and purchasing and selling cannabis without touching the substance. |
| ● | On September 22, 2022, the Company completed its acquisition of Zigi Carmel Initiatives and Investments Ltd. (“Zigi Carmel”) in consideration for the issuance to Carmel Zigdon of 7,920,000 Common Shares and US $100,000 to cover his legal expenses. As part of the closing of the acquisition, Mr. Zigdon was appointed as a director of the Company. |
Zigi Carmel owns 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 reproductive system. According to research conducted across the globe, treatment with low-concentration CBD oils can relieve candida, dryness, scars, and many other female health issues. Numerous studies have shown CBD interacts with the endocannabinoid system, a master regulatory system with receptors all around the body. By activating these receptors, CBD can have health benefits that help make sex more approachable and pleasurable by reducing stress, enhancing one’s mood, promoting body comfort, and treating vaginal issues.
The Company intends to pursue the final registration of the patent and establish a marketing and sales system for the EZ-G device. The Company’s ‘Go to Market’ strategic plan is based on combined B2B and B2C sales.
| ● | On August 9, 2022, the Company signed an agreement with the Weizmann Institute of Science for the use of the Company’s proprietary Benefit CRM software. Under the terms of the agreement, the Weizmann Institute of Science will use a beta version of the software provided as Software as a Service (SAAS). The beta version will include the Company’s C.R.M. System - Job Management (BENEFIT), as well as a module system (CANNASOFT) for managing cannabis farms and greenhouses. The Company will grant the Weizmann Institute 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 will be paid the customary rate as of the date of extension of the agreement. |
| 2 |
| ● | On May 26, 2022, the Company’s common shares were approved for listing on the Nasdaq Capital Markets. Trading commenced on Tuesday, May 31, 2022 under the symbol “BCAN”. |
CRM Business
The Company’s fully owned subsidiary BYND - Beyond Solutions Ltd. (“BYND Israel”), a corporation incorporated under the laws of the State of Israel, develops and markets customer relationship management (CRM) software products that enable small and medium sized enterprises (SMEs) to optimize day to day functions such as sales management, workforce management, contact center operations and asset management. BYND Israel currently offers a proprietary CRM software product known as “Benefit CRM” (our “Benefit CRM Software”) to its customers. Over the last 3 years, BYND Israel has been developing the next generation of its Benefit CRM Software (our “New CRM Platform”), which will be cloud based and will include many new features and enhancements.
BYND Israel has also developed a new, revolutionary CRM software platform, designed specifically to serve the unique needs of the medical cannabis sector (our “New Cannabis CRM Platform”).
Medical Cannabis
On October 1, 2020, BYND Israel executed a share purchase agreement with the shareholders of B.Y.B.Y. Investments and Promotions Ltd. (“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.
The BYBY 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 April 22, 2019, BYND Israel signed a convertible loan agreement with an investor, who agreed to loan BYND Israel USD$100,000, to be used to pursue the BYBY Acquisition and the Listing; |
| ● | On August 18, 2019, BYND Israel entered into a “document of understanding” with the owners of BYBY, which outlined the basic terms of the BYBY Acquisition; |
| ● | On November 28, 2019, BYND Israel entered into a non-binding letter of intent with Lincoln Acquisitions Corp. (“Lincoln”), setting out the general terms and conditions relating to a proposed transaction wherein Lincoln would: |
| ○ | acquire BYND Israel and BYBY from their respective shareholders (the “Business Combination Transactions”); and |
| ○ | complete the Listing, by applying to list its shares for trading on the Canadian Securities Exchange (“CSE”); |
| 3 |
| ● | On December 9, 2019, BYND Israel assisted in the formation of a new British Columbia corporation (“Fundingco”), to be used as a vehicle for raising capital in connection with the BYBY Acquisition and the Listing; |
| ● | On December 16, 2019, BYND Israel entered into a definitive Business Combination Agreement with Lincoln, Fundingco and the shareholders of BYND Israel in connection with the Business Combination Transactions wherein the parties agreed inter alia that: |
| ○ | Lincoln and Fundingco would amalgamate to form BYND Cannasoft, and |
| ○ | BYND Cannasoft would acquire all of the issued and outstanding shares of BYND Israel (and its 74% owned subsidiary, BYBY); |
The Business Combination Transactions were completed on March 29, 2021. Following completion of the Business Combination Transactions, BYND Cannasoft’s primary businesses are now the businesses of BYND Israel and of BYBY.
SELECTED FINANCIAL INFORMATION
The following table sets forth selected financial information of the Company for the three month period ended March 31, 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 | Three Month Period Ended March 31, 2023 (CAD$) | Three Month Period Ended March 31, 2022 (CAD$) | Year Ended December 31, 2022 (CAD$) | |||||||||
| Revenues | 420,635 | 455,279 | 1,123,072 | |||||||||
| Loss | (740,433 | ) | (165,283 | ) | (1,664,684 | ) | ||||||
| Total Assets | 48,916,130 | 7,433,219 | 49,903,208 | |||||||||
| Total Liabilities | 355,928 | 477,623 | 632,509 | |||||||||
| Working Capital | 2,219,456 | 4,872,506 | 2,987,975 | |||||||||
| Shareholders’ Equity | 48,560,202 | 6,955,596 | 49,270,699 | |||||||||
| Number of Common Shares Outstanding at period end | 37,892,659 | 29,520,083 | 37,885,932 | |||||||||
RESULTS OF OPERATIONS AND OVERALL PERFORMANCE
| A. | OPERATING RESULTS |
For the three month period ended March 31, 2023, the Company recorded net loss of $740,433 compared to a net loss of $165,283 in 2022 and had a cash balance as at March 31, 2023 of $1,629,240 (December 31, 2022 - $2,392,871).
| 4 |
The following provides an overview of the Company’s financial results for the three month period ended March 31, 2023:
Revenue
| ● | Revenues during the period were $420,635 as compared to $455,279 for the same period in 2021. This decrease is mainly a result of decreased revenues from customer support services in the amount of $13,166 and decreased revenues from cloud hosting services in the amount of $12,902. | |
| ● | Approximately 91% of our sales during the period and 87% of our sales for the same period in 2022 were to our largest costumer and as a result, we are highly dependent on this costumer to continue our operating activities. | |
| ● | Development of the Company’s New CRM Platform is now complete and a BETA version of the New CRM Platform is available, we believe that we will begin to generate revenues shortly. | |
| ● | Development of the Company’ New Cannabis CRM Platform Phase 1 is now complete and is being currently tested at the Weizmann Institute of Science, however, we do not expect to generate revenues from the platform until Q3 2023. | |
| ● | Cannasoft’s proposed Cannabis Farm is at a very early stage of development and we do not expect to generate revenues from the sale of cannabis or cannabis infused products until Q4 2023. |
Cost of Revenue
| ● | Cost of Sales for the period amounted to $103,692 as compared to $100,168 for the same period in 2022. This increase is a result of a $5,559 increase in software and other expenses. | |
| ● | For the three month period ended March 31, 2023 the Company’s gross margin was 75% as compared to 78% during 2022. |
General and Administrative Expenses, Depreciation, Consulting and Marketing, Share-based compensation and Professional Fees
| ● | For the three month period ended March 31, 2023, general and administrative expenses increased to $282,839 from $164,488 for the same period in 2022. The increase was due to a $116,250 increase in compensation to senior management and directors, a $15,000 increase in D&O insurance expenses, a $53,677 increase in listing fees paid to the Canadian securities exchange and Nasdaq. |
| ● | Professional fees increased to $676,867 from $151,294 mainly due to a $361,184 increase in Investor relations and Public relations expenses a $18,365 increase in legal fees and a $61,054 increase in other fees. | |
| ● | Consulting and Marketing expenses decreased to $Nil from $4,783 due to a $4,783 decrease in consulting expenses in relation to the new Cannabis CRM platform. |
| ● | Depreciation expenses decreased to $3,032 from $9,093 mainly due to the fact that many of the property and equipment of the company is fully depreciated. |
| 5 |
| ● | Share-based compensation expense decreased to $2,566 from $85,432 as most stock options were granted in fiscal year 2021 and the majority of their vesting occurred in 2021 and 2022 |
Other Income (Loss) items
| ● | Foreign exchange loss decreased to $53,778 from $109,825 mainly due to improved foreign exchange rates. | |
| ● | Finance expense increased to $5,381 from $2,970 mainly due to an increase in bank charges. |
| B. | LIQUIDITY AND CAPITAL RESOURCES |
As at March 31, 2023, the Company had a cash balance of $1,629,240 (December 31, 2022: $2,392,871).
| Item | Three
Month Ended March 31, 2023 (CAD$) | Three
Month Ended March 31, 2022 (CAD$) | ||||||
| Cash provided by (used in) operating activities | (609,557 | ) | 33,528 | |||||
| Cash used in investing activities | (108,294 | ) | (578,086 | ) | ||||
| Cash provided by (used in) financing activities | (11,709 | ) | 29,216 | |||||
| Net decrease in cash | (729,560 | ) | (515,342 | ) | ||||
| ● | The Company experienced negative cash flows from operating activities during the three month period ended March 31, 2023 in the amount of $609,557, primarily due to its net loss of $740,433 and decrease in deferred revenues of $200,907, partially offset by a $174,961 decrease in prepaid expenses and a $90,419 decrease in amounts receivables. Cash outlays included general business and administrative expenses, consulting fees, business and product development, and professional fees. |
| ● | The Company believes that it will be able to generate sufficient cash flows to maintain its current capacity. Nevertheless, it will require additional funds in order to complete the Company’s expansion goals which include, construction of the Cannabis Farm and the development of the EZ-G device. |
| ● | On January 13, 2022, the Company completed a non-brokered private placement financing wherein it raised $122,950 through the issuance of 40,983 common shares at a price of $3.00 per share. |
| ● | On May 3, 2022, 150,000 stock options were exercised to common shares for a total proceeds of $123,000. |
| 6 |
| ● | On September 20, 2022, 140,000 stock options were exercised to common shares for a total proceeds of $114,800. |
| ● | On October 5, 2022, the Company completed a non-brokered private placement financing wherein it raised $616,570 through the issuance of 142,395 common shares at a price of $4.33 per share. |
OFF-BALANCE SHEET ARRANGEMENTS
The Company has no undisclosed off-balance sheet arrangements that have or are reasonably likely to have, a current or future effect on its results of operations, financial condition, revenues or expenses, liquidity, capital expenditures or capital resources that is material to investors.
OUTSTANDING SHARE CAPITAL
| Common Shares | ||||
| Issued & Outstanding as at March 31, 2023 | 37,892,659 | |||
| Issued on April 3, 2023 (RSUs) | 6,727 | |||
| Total Issued & Outstanding as at May 15, 2023 | 37,899,386 | |||
| Convertible Securities | Exercise Price | Expiry Date | ||||||||||
| Stock Options | $ | 0.82 | March 29, 2026 | 250,000 | ||||||||
| Stock Options | $ | 1.22 | June 29, 2026 | 240,000 | ||||||||
| Share Purchase Warrants | $ | 1.30 | October 4, 2023 | 400,000 | ||||||||
| Stock Options | $ | 2,65 | October 26, 2026 | 115,000 | ||||||||
| Stock Options | $ | 6.20 | June 14, 2027 | 10,000 | ||||||||
| Stock Options | $ | 3.82 | April 27, 2028 | 10,000 | ||||||||
| RSUs | N/A | April 1, 2024 | 43,847 | |||||||||
| Fully Diluted Share Capital | 38,968,233 | |||||||||||
| 7 |
TRANSACTIONS WITH RELATED PARTIES
During the three month period ended March 31, 2023, the Company paid management and consulting fees in the amount of $166,748 to its President, CEO, CFO, CTO and two Directors (Mr. Wolkin and Mrs Szabo). During the same period in 2022 the Company paid $124,765 to its President, CEO, CFO and CTO.
As at March 31, 2023, $975 was owed from shareholders of the company (December 31, 2022– $1,002)
As at March 31, 2023, $48,262 was owed to directors of the Company (December 31, 2022– $37,094).
On June 14, 2022, the Company granted 10,000 stock options to a director (Mr. Shirazi), which options are exercisable for 5 years, at an exercise price of $6.20 per share.
On July 3, 2022, the Company granted 26,908 RSU’s to two directors (Mr. Wolkin and Mrs Szabo), which expire on July 3, 2023.
PROPOSED TRANSACTIONS
As of the date of this MD&A, there are no proposed significant transactions involving the Company.
CHANGES IN OR ADOPTION OF ACCOUNTING POLICIES
Accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the Company’s financial statements.
FINANCIAL INSTRUMENTS
Financial instruments include cash, amounts receivable and accounts payable and accrued liabilities. The estimated fair value of these financial instruments approximates their carrying values because of the short term to maturity of these instruments.
As at March 31, 2023 the Company had $2,417,227 in current assets and $197,771 in current liabilities resulting in a working capital of $2,219,456.
RISK MANAGEMENT
The Company is exposed in varying degrees to a variety of risks. The Company’s Directors approve and monitor the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:
Credit Risk
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company’s exposure to credit risk is the carrying value of cash and amounts receivable.
For amounts due from customers, the Company performs ongoing credit evaluations of its customers, and monitors the receivable balance and the payments made in order to determine if an allowance for estimated credit losses is required. When determining the allowance for estimated credit losses the Company will consider historical experience with the customer, current market and industry conditions and any specific collection issues.
| 8 |
Interest Rate Risk
Interest Rate risk is the risk that the fair value of a financial instrument will fluctuate because of changes in market interest rates. Loans payable include variable interest rates; however, the Company does not believe it is exposed to material interest rate risk.
Foreign Exchange Rate Risk
The Company is exposed to foreign exchange risk as the Company has a surplus of financial assets over financial liabilities denominated in USD as of March 31, 2023, consisting of cash in the sum of $853,377. As of March 31, 2023 a 5% depreciation or appreciation of the U.S. dollar against the New Israeli Shekel would have resulted in an approximate $42,669 decrease or increase, respectively, in total pre-tax profit.
Liquidity Risk
Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet commitments associated with financial instruments. Total amount of the Company’s financial liabilities according to the contractual conditions in non-capitalized amounts (including interest payments) as at March 31, 2023 for the next 5 years and over is $253,008. To secure the additional capital necessary to pursue its plans, the Company may have to raise additional funds through equity or debt financing.
Limited Financial Resources Risk
The Company has limited financial resources and operating revenues and its ability to move forward with its plans to develop its Cannabis Farm are dependent upon management’s success in raising additional capital. Failure to obtain additional financing could result in the delay or indefinite postponement of the development of its Cannabis Farm and the Company may become unable to carry out its stated business objectives.
While the Company has been successful until now, in obtaining financing from the capital markets there can be no assurance that the capital markets will remain favorable in the future, and/or that the Company will be able to raise the financing needed to pursue its business objectives on favorable terms, or at all. Restrictions on the Company’s ability to finance could have a materially adverse outcome on the Company and its securities, and its ability to continue as a going concern.
Market Risk
The Company’s common shares trade on the Canadian Securities Exchange and the trading value thereof is determined by the evaluations, perceptions and sentiments of both individual investors and the investment community taken as a whole. Such evaluations, perceptions and sentiments are subject to change, both in short term time horizons and longer-term time horizons. An adverse change in investor evaluations, perceptions and sentiments could have a material adverse outcome on the Company and its securities.
Coronavirus (COVID-19) Risk
Since March 2020, several governmental measures have been implemented in both Israel and Canada and throughout the rest of the world in response to the coronavirus COVID-19 pandemic. While the impact of COVID-19 and these measures are expected to be temporary, the current circumstances are dynamic and the impacts of COVID19 on the Company’s business operations cannot be reasonably estimated at this time. The Company anticipates this could have an adverse impact on its business, results of operations, financial position and cash flows during 2023. The Company continues to operate its business, and in response to Government emergency measures, has from time to time requested its employees and consultants work remotely wherever possible. These government measures, which could include government mandated closures of the Company or its contractors or restrictions on travel of various personnel, could impact the Company’s ability to conduct its business in the normal course.
| 9 |
Business Risks relating to our CRM Business
| ● | Defects or disruptions in our planned cloud-based New CRM Platform and New Cannabis CRM Platform services could diminish demand for our services and subject us to substantial liability. |
| ● | Interruptions or delays in service from our third-party data center hosting facilities could impair the delivery of our service and harm our business. |
| ● | If we experience significant fluctuations in our rate of anticipated growth and fail to balance our expenses with our revenue forecasts, our results could be harmed. |
| ● | We may in the future be sued by third parties for alleged infringement of their proprietary rights. |
| ● | We will rely on third-party computer hardware and software that may be difficult to replace or which could cause errors or failures of our service. |
| ● | The market for our technology delivery model and enterprise cloud computing application services is immature and volatile, and if it develops more slowly than we expect, our business could be harmed. |
| ● | We are currently dependent on one of our clients for the majority of current revenues and any changes to that relationship could have a significant impact on future revenues. |
Business Risks relating to our proposed Cannabis Business
| ● | The Company does not yet have sufficient financial resources to complete construction of the Cannabis Farm and there is no guarantee that we will be able to raise the necessary capital, either through debt or equity financing, or in either case, on favorable terms. |
| ● | Our Cannabis Farm business will be dependent on our obtaining certain licences and certain GSP and GAP good practice certifications, which if not maintained in good standing, may prevent us from being able to carry on or expand our operations. |
| ● | We will face risks inherent in an agricultural business, and an inability to grow crops successfully will interrupt our business activities. |
| ● | We will be relying on one key production facility, and disruption of operations at this facility could significantly interfere with our ability to continue our product testing, development and production activities. |
| ● | We will rely on key components of our production and distribution process, such as energy and third-party producers and distributors, and a disruption in the availability of those key components, or in increase in their cost, could adversely impact our business. |
| ● | Manufacturing difficulties, disruptions or delays could limit supply of our products and limit our product sales. Producing cannabis products is difficult, complex and highly regulated. |
| 10 |
| ● | We are subject to environmental, health and safety regulations and risks, which may subject us to liability under environmental laws. |
| ● | We are dependent on the success of our quality control systems, which may fail, and cause a disruption of our business and operations. |
| ● | The success of our branded cannabis products business will depend on the success of the cannabis product candidates we develop. To date, we have not developed any cannabis products, and we do not expect to generate revenue from any cannabis products that we develop until at least Q4 2023. |
| ● | Unfavorable publicity or unfavorable consumer perception of us or cannabis generally may constrain our sales and revenue. |
General Business Risks
| ● | We face the risk of exposure to product liability claims, regulatory action and litigation if our products cause loss or injury. |
| ● | We may not be able to obtain insurance coverage for all of the risks we face, exposing us to potential uninsured liabilities. |
| ● | If any of the products that we produce or intend to produce are recalled due to an alleged product defect or for any other reason, we could be required to incur the unexpected expense of the recall and any legal proceedings that might arise in connection with the recall. |
OTHER MATTERS
Legal Proceedings
There are no ongoing legal proceedings of any kind initiated by the Company or by third parties against the Company.
Contingent Liabilities
At the date of MD&A, management was unaware of any outstanding contingent liability relating to the Company’s activities.
Disclosure Controls and Procedures
The Company’s directors and officers are responsible for designing internal controls over financial reporting in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with IFRS. The design of the Company’s internal control over financial reporting was assessed as of the date of this MD&A.
Based on this assessment, it was determined that certain weaknesses existed in internal controls over financial reporting. As indicative of many small companies, the lack of segregation of duties and effective risk assessment were identified as areas where weaknesses existed. The existence of these weaknesses is to be compensated for by senior management monitoring, which exists. The officers will continue to monitor very closely all financial activities of the Company and increase the level of supervision in key areas. It is important to note that this issue would also require the Company to hire additional staff in order to provide greater segregation of duties. Since the increased costs of such hiring could threaten the Company’s financial viability, management has chosen to disclose the potential risk in its filings and proceed with increased staffing only when the budgets and work load will enable the action.
The Company has attempted to mitigate these weaknesses, through a combination of extensive and detailed review by the Company’s directors and officers, of the financial reports, the integrity and reputation of accounting personnel, and candid discussion of those risks.
DISCLAIMER
The information provided in this document is not intended to be a comprehensive review of all matters concerning the Company. The users of this information, including but not limited to investors and prospective investors, should read it in conjunction with all other disclosure documents provided by the Company from time to time.
No securities commission or regulatory authority has reviewed the accuracy or adequacy of the information presented herein.
APPROVAL
The Company’s Board of Directors oversees management’s responsibility for financial reporting and internal control systems through an Audit Committee. This Committee meets periodically with management and annually with the independent auditors to review the scope and results of the annual audit and to review the financial statements and related financial reporting and internal control matters before the financial statements are approved by the Board of Directors and submitted to the shareholders of the Company. The Board of Directors of the Company has approved the Financial Statements and the disclosure contained in this MD&A.
| 11 |
Exhibit 99.3
Form 52-109F2
Certification of Interim Filings
Full Certificate
I, Yftah Ben Yaackov, Chief Executive Officer of BYND Cannasoft Enterprises Inc., certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of BYND Cannasoft Enterprises Inc. (the “issuer”) for the interim period ended March 31, 2023. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
| 4. | Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer. |
| 5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings |
| (a) | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
| (i) | material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and |
| (ii) | information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| (b) | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
| 5.1 | 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”). |
| 1 |
| 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 description of the material weakness; |
| (b) | the impact of the material weakness on the issuer’s financial reporting and its ICFR; and |
| (c) | the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness. |
| 5.3 | Limitation on scope of design: N/A |
| 6. | Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2023 and ended on March 31, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: May 15, 2023
| “Yftah Ben Yaackov” | |
| Yftah Ben Yaackov | |
| Chief Executive Officer |
| 2 |
Exhibit 99.4
Form 52-109F2
Certification of Interim Filings
Full Certificate
I, Gabi Kabazo, Chief Financial Officer of BYND Cannasoft Enterprises Inc., certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of BYND Cannasoft Enterprises Inc. (the “issuer”) for the interim period ended March 31, 2023. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
| 4. | Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer. |
| 5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings |
| (a) | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
| (i) | material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and |
| (ii) | information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| (b) | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
| 1 |
| 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 description of the material weakness; | |
| (b) | the impact of the material weakness on the issuer’s financial reporting and its ICFR; and |
| (c) | the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness. |
| 5.3 | Limitation on scope of design: N/A |
| 6. | Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2023 and ended on March 31, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: May 15, 2023
| “Gabi Kabazo” | |
| Gabi Kabazo | |
| Chief Financial Officer |
| 2 |