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 May 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 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

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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.

May 18, 2023

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

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Exhibit99.1

BYND

CANNASOFT ENTERPRISES INC.

CONDENSED

CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR

THREE MONTHS ENDED MARCH 31, 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.

May 15, 2023

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BYND

CANNASOFT ENTERPRISES INC.

Consolidated Interim Statements of the Financial Position

(Expressed in Canadian dollars)

(Unaudited)

As at		March 31,<br> <br>2023			December<br> 31,<br><br> <br>2022
Assets
Cash		$	1,629,240		$	2,392,871
Amounts receivable	4		137,385			227,804
Prepaid expenses			650,602			825,563
Total<br> Current Assets			2,417,227			3,446,238
Intangible assets	5		45,210,685			45,139,683
Property and equipment	6		1,288,218			1,317,287
Total<br> Assets		$	48,916,130		$	49,903,208
Liabilities<br> and Shareholders’ Equity
Liabilities
Trade<br> payables and accrued liabilities	7	$	132,764		$	191,455
Deferred revenue	12		18,161			219,068
Long term loan –<br> current portion	9		46,846			47,740
Total<br> Current Liabilities			197,771			458,263
Long term loan	9		73,398			88,231
Liabilities for employee<br> benefits	10		84,759			86,015
Total<br> Liabilities		$	355,928		$	632,509
Shareholders’ equity
Share capital	11	$	54,848,397		$	54,806,522
Share purchase warrants reserve			639,879			639,879
Shares to be issued			41,875			41,875
Share-based payment reserve			573,012			570,446
Translation differences reserve			295			15,746
Capital reserve for re-measurement of defined<br> benefit plan	10		14,225			13,279
Deficit			(7,557,481	)		(6,817,048	)
Total equity		$	48,560,202		$	49,270,699
Total<br> Liabilities and Shareholders’ Equity		$	48,916,130		$	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 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.

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BYND

CANNASOFT ENTERPRISES INC.

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

(Expressed in Canadian dollars)

(Unaudited)

For the<br> three months ended		March 31,<br><br> <br>2023			March 31,<br><br> <br>2022
Revenue	12	$	420,635		$	455,279
Cost of revenue	13		(103,692	)		(100,168	)
Gross profit			316,943			355,111
Consulting and marketing			-			4,783
Depreciation	6		3,032			9,093
Share-based compensation			2,566			85,432
General and administrative<br> expenses			282,839			164,488
Professional fees			676,867			151,294
Total operating expense			965,304			415,090
Income (loss) before other<br> income (loss)		$	(648,361	)	$	(59,979	)
Other income (loss)
Foreign exchange loss			(53,778	)		(109,825	)
Finance<br> expenses, net			(5,381	)		(2,970	)
Other operating expense			(59,159	)		(112,795	)
Loss before tax		$	(707,520	)	$	(172,774	)
Tax recovery (expense)			(32,913	)		7,491
Loss<br> for the period		$	(740,433	)	$	(165,283	)
Other comprehensive income<br> (loss)
Items that may be reclassified<br> to profit or loss
Exchange differences on<br> translation of foreign operations		$	(15,451	)	$	(7,493	)
Remeasurement<br> of a defined benefit plan, net			946			1,588
Other<br> comprehensive income (loss) for the period		$	(14,505	)	$	(5,905	)
Total<br> comprehensive loss		$	(754,938	)	$	(171,188	)
loss<br> per share – basic and diluted		$	(0.02)		$	(0.01)
Weighted<br> average shares outstanding – basic and diluted			37,892,435			29,514,163

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			)
Proceeds for shares issued	40,983	)
Share-based payments	-
Loss for the period	-			)	)
Other comprehensive<br> loss for the period	-		)		)
Balance at March 31, 2022	29,520,083			)
Balance at January 1, 2023	37,855,932			)
Balance, value	37,855,932			)
Loss for the period	-			)	)
Shares issued for services	6,727	)
Share-based payments	-
Shares to be issued for services	-
Other comprehensive<br> loss for the period	-		)		)
Balance at March 31, 2023	37,892,659			)
Balance, value	37,892,659			)

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 three months ended March 31, 2023 and 2022

(Expressed in Canadian dollars)

(Unaudited)

As at	March 31,<br> <br>2023			March 31,<br> <br>2022
Operating activities:
Loss for the period	$	(740,433	)	$	(165,283	)
Non-working capital adjustments:
Finance expense		1,006			1,380
Share-based compensation		2,566			85,432
Depreciation		3,395			9,822
Shares issued for services		41,875			-
Unrealized foreign exchange<br> loss		76,562			92,766
Working capital adjustments:
Change in amount receivables		90,419			(29,487	)
Change in trade payables<br> and accrued liabilities		(58,691	)		18,154
Change in deferred revenue		(200,907	)		(9,269	)
Change in prepaid expenses		174,961			31,250
Change<br> in benefits to employees		(310	)		(1,237	)
Net<br> cash provided by (used in) operating activities		(609,557	)		33,528
Investing activities:
Purchase of property and equipment		(860	)		(488,638	)
Disposal of property and equipment		-			1,530
Investment in intangible<br> assets		(107,434	)		(90,978	)
Net<br> cash used in investing activities		(108,294	)		(578,086	)
Financing activities:
Proceeds from private placements		-			40,983
Proceeds (repayment<br> of) from long term loan		(11,709	)		(11,767	)
Net<br> cash provided by (used in) financing activities		(11,709	)		29,216
Net Decrease in cash	$	(729,560	)	$	(515,342	)
Effect of foreign exchange<br> rate changes		(34,071	)		(90,145	)
Cash at beginning of<br> period		2,392,871			5,509,984
Cash at end of period	$	1,629,240		$	4,904,497

The

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

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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 11^th^ Avenue, Vancouver, Canada.

The Company currently operates only in Israel and through its subsidiaries (i) develops, markets and sells a proprietary client relationship management software known as “Benefit CRM” and its new Cannabis CRM platform, and (ii) 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 100% ownership interest in ZC from the former shareholder in exchange for 7,920,000 common shares of the Company. The share exchange agreement was executed and fully completed on September 22, 2022

Covid-19

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

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

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.

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.

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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)

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.

Incometaxes

Provisions for income taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these income tax provisions at the end of each reporting period. However, it is possible that at some future date an additional liability could result from audits by tax authorities. Where the final outcome of these tax-related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made. Deferred tax assets are recognized when it is determined that the company is likely to recognize their recovery from the generation of taxable income.

Usefullives of property and equipment

Estimates of the useful lives of property and equipment are based on the period over which the assets are expected to be available for use. The estimated useful lives are reviewed annually and are updated if expectations differ from previous estimates due to physical wear and tear, technical or commercial obsolescence, and legal or other limits on the use of the relevant assets. In addition, the estimation of the useful lives of the relevant assets may be based on internal technical evaluation and experience with similar assets. It is possible, however, that future results of operations could be materially affected by changes in the estimates brought about by changes in the factors mentioned above. The amounts and timing of recorded expenses for any period would be affected by changes in these factors and circumstances. A reduction in the estimated useful lives of the equipment would increase the recorded expenses and decrease the non-current assets.

Convertibledebentures

The identification of convertible note components is based on interpretations of the substance of the contractual arrangement and therefore requires judgement from management. The separation of the components affects the initial recognition of the convertible debenture at issuance and the subsequent recognition of interest on the liability component. The determination of the fair value of the liability is also based on a number of assumptions, including contractual future cash flows, discount rates and the presence of any derivative financial instruments.

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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<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 to shares issued<br> (7,920,000 shares at 5.40 per share)
Fair value of assets and<br> 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.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2023

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

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.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2023

(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)	5,140,676
Forgiveness<br> of BYND debt	(276,210
Total consideration transferred	4,864,466
Fair value of identifiable<br> assets and liabilities acquired:
Cash	494,144
Amount receivable	1
Trade<br> payable and other liabilities	(24,069
Total net assets acquired	470,076
Listing<br> expense	4,394,390

All values are in US Dollars.

NOTE

4 – AMOUNTS RECEIVABLES

SCHEDULE

OF AMOUNTS RECEIVABLE

	March 31,<br> <br>2023		December<br> 31,<br><br> <br>2022
Trades receivable	$	130,281	$	136,274
Income tax advances		6,129		90,528
Due from shareholders		975		1,002
Amounts receivable	$	137,385	$	227,804

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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 $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		79,798			-		27,636		107,434
Translation differences		(36,432	)		-		-		(36,432	)
Balance, March 31,<br> 2023	$	1,371,667		$	850,000		42,989,018	$	45,210,685
Accumulated depreciation
Balance, December 31, 2021	$	-		$	-		-	$	-
Depreciation		-			-		-		-
Balance, December 31, 2022		-			-		-		-
Depreciation		-			-		-		-
Balance, March 31,<br> 2023	$	-		$	-		-	$	-
Net book value
At<br> December 31, 2022	$	1,328,301		$	850,000		42,961,382	$	45,139,683
At<br> March 31, 2023	$	1,371,667		$	850,000		42,989,018	$	45,210,685

| -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<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, cost, beginning balance		29,019			181,052			33,310			1,301,197			1,544,578
Additions		-			-			860			-			860
Disposals		-			-			-			-			-
Translation differences		(764	)		(4,760	)		(891	)		(26,159	)		(32,574	)
Balance,<br> March 31, 2023	$	28,255		$	176,292		$	33,279		$	1,275,038		$	1,512,864
Property,<br> plant and equipment, cost, ending balance	$	28,255		$	176,292		$	33,279		$	1,275,038		$	1,512,864
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
Accumulated depreciation<br>Property, plant and equipment, beginning balance		27,588			169,535			30,168			-			227,291
Depreciation		363			2,449			582			-			3,394
Translation differences		(733	)		(4,503	)		(803	)		-			(6,039	)
Balance,<br> March 31, 2023	$	27,218		$	167,481		$	29,947			-		$	224,646
Accumulated<br>depreciation Property, plant and equipment, ending balance	$	27,218		$	167,481		$	29,947			-		$	224,646
Net book value
At<br> December 31, 2022	$	1,431		$	11,517		$	3,142		$	1,301,197		$	1,317,287
At<br> March 31, 2023	$	1,037		$	8,811		$	3,332		$	1,275,038		$	1,288,218
Property,<br>plant and equipment, net	$	1,037		$	8,811		$	3,332		$	1,275,038		$	1,288,218

During

the three months ended March 31, 2023, depreciation of $363 (2022 - $729) related to computer and equipment is included in cost of revenue.

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,<br> <br>2023		December<br> 31,<br><br> <br>2022
Trades payable	$	20,200	$	40,241
Due to related parties		48,262		37,094
VAT, income and dividend taxes payable		9,919		43,703
Salaries payable		54,383		70,417
Trade<br> payables and accrued liabilities	$	132,764	$	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 three months ended March 31, 2023 and the three months ended March 31, 2022 is set out below:

SCHEDULE

OF RELATED PARTY TRANSACTIONS

	March<br> 31,<br><br> <br>2023		March<br> 31,<br><br> <br>2022
salary (cost of sales)		20,498		40,028
consulting (capital work in progress)		-		57,737
consulting (professional fees)		30,000		27,000
salary (general and<br> administrative expenses)		116,250		-
Total	$	166,748	$	124,765

As

at March 31, 2023, $975 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 March 31, 2023, $48,262 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 $187,498 (NIS 500,000) from an Israeli bank. The loan bears interest at the rate of 3.14% per annum and matures on September 18, 2025. The loan is subject to 48 monthly payments commencing October 18, 2021. $9,374 (NIS 25,000) was deposited in the bank as security for the loan.

| -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)

NOTE9 – 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,<br> <br>2023			December 31,<br> <br>2022
Balance,<br> opening	$	135,971		$	192,651
Repayments		(11,709	)		(46,561	)
Interest expense, accrued		1,006			4,977
Translation difference		(5,024	)		(15,096	)
Balance, ending		120,244			135,971
Less:
Long<br> term loan – current portion		46,846			47,740
Long term loan	$	73,398		$	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, 2023	$	34,998
December 31, 2024		47,947
December 31, 2025		37,299
Total	$	120,244

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,<br> <br>2023			December<br> 31,<br><br> <br>2022
Defined benefit plan liabilities	$	(84,759	)	$	(86,015	)
Less: fair value of<br> plan assets or asset ceiling		-			-
Total	$	(84,759	)	$	(86,015	)

| -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)

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

	March 31,<br> <br>2023			December<br> 31,<br><br> <br>2022
Balance, opening	$	(86,015	)	$	(87,058	)
Recognized in profit this year:
Interest costs		(484	)		(1,964	)
Current service cost		(1,485	)		(6,023	)
Recognized in other comprehensive profit:
Actuary loss for change<br> of assumptions		946			3,835
Translation differences		2,279			5,195
Balance, ending	$	(84,759	)	$	(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 March 31, 2023 37,892,659 common shares were issued and outstanding.

Duringthe three months ended March 31, 2023

On

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

Duringthe three months ended March 31, 2022

On

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

| -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)

NOTE11 – SHARE CAPITAL (continued)

Stockoptions

The Company has a stock option plan to grant incentive stock options to directors, officers, employees and consultants. Under the plan, the aggregate number of common shares that may be subject to option at any one time may not exceed 10% of the issued common shares of the Company as of that date, including options granted prior to the adoption of the plan. The exercise price of these options is not less than the Company’s closing market price on the day prior to the grant of the options less the applicable discount permitted by the CSE. Options granted may not exceed a term of five years.

A summary of the stock options outstanding for the three months ended March 31, 2023 are summarized as follows:

SCHEDULE

OF STOCK OPTIONS OUTSTANDING

	Number<br> of<br><br> <br>Options			Weighted<br> Average<br><br> <br>Exercise<br> Price
Outstanding<br> at January 1, 2022	-			-
Granted during the period		895,000			1.16
Exercised during the period		(290,000	)	$	0.82
Granted during the period		10,000		$	6.20
Outstanding at March<br> 31, 2023 and December 31, 2022		615,000		$	1.41
Exercisable at December<br> 31, 2022		612,500		$	1.39
Exercisable<br> at March 31, 2023		615,000		$	1.41

Additional information regarding stock options outstanding as of March 31, 2023, is as follows:

SCHEDULE

OF ADDITIONAL STOCK OPTIONS OUTSTANDING

Outstanding				Exercisable
Number<br> of stock options		Weighted<br> average remaining contractual life (years)		Weighted<br> Average Exercise Price		Number of stock options		Weighted Average Exercise Price
	250,000		3.00	$	0.82		250,000	$	0.82
	240,000		3.25	$	1.22		240,000	$	1.22
	115,000		3.58	$	2.65		115,000	$	2.65
	10,000		4.25	$	6.20		10,000	$	6.20
	615,000		3.23	$	1.41		615,000	$	1.41

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.

| -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)

NOTE11 – SHARE CAPITAL (continued)

During

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

As

at December 31, 2022, 612,500 of these stock options were vested (March 31, 2023 – 615,000). 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 March 31, 2023, the Company recorded $2,566 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<br> average fair value of options granted	$	-	$	3.96
Risk-free interest rate		-		3.56	%
Estimated life (in years)		-		5
Expected volatility		-		75.91	%
Expected dividend yield		-		0	%

NOTE

12 – REVENUE AND DEFERRED REVENUE

SCHEDULE

OF REVENUE FROM SOURCES

	March 31,<br> <br>2023		March 31,<br> <br>2022
Software development	$	190,702	$	191,090
Software license		203,187		210,751
Software supports		14,109		27,275
Cloud hosting		11,010		23,912
Others		1,627		2,251
Revenue	$	420,635	$	455,279

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

SCHEDULE

OF REVENUE UNDER TIMING

	March 31,<br> <br>2023		March 31,<br> <br>2022
Revenue recognized over time	$	217,448	$	244,528
Revenue recognized at<br> a point of time		203,187		210,751
Revenue	$	420,635	$	455,279

| -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)

NOTE12 – 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,<br> <br>2023		December 31,<br> <br>2022
Deferred revenue, beginning	$	219,068	$	30,046
Customer payments received attributable to<br> contract liabilities for unearned revenue		10,460		263,404
Revenue recognized from<br> fulfilling contract liabilities		211,367		74,381
Deferred revenue, ending	$	18,161	$	219,068

The Company derives significant revenues from one customer, which exceeds 10% of total revenues. Revenues earned from that customer were 91% of total revenues for the period ended March 31, 2023 (Three months ended March 31, 2022 – 87%)

NOTE

13 – COST OF REVENUE

Cost of revenue incurred are comprised of the following:

SCHEDULE OF COST OF REVENUE

	March 31,<br> <br>2023		March 31,<br> <br>2022
Salaries and benefits	$	90,533	$	92,202
Subcontractors		-		-
Software and other		12,796		7,237
Depreciation		363		729
Cost<br> of revenue	$	103,692	$	100,168

NOTE

14 – SUBSEQUENT EVENTS

On

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

On

April 27, 2023, the Company granted 10,000 stock options to a director with an exercise price of $3.82 per share.

On

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

| -20- |

| --- |

Exhibit99.2

BYNDCANNASOFT ENTERPRISES INC.

MANAGEMENTDISCUSSION AND ANALYSIS FOR THE

THREEMONTH 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.

CAUTIONARYNOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTORS

This MD&A contains forward-looking statements that include risks and uncertainties that are disclosed under the section “RiskManagement”. Other factors that could affect actual results are uncertainties pertaining to government regulations, both domestic as well as foreign, and the changes within the capital markets.

This MD&A contains certain statements that may constitute “forward-looking statements”. Forward-looking statements include but are not limited to, statements regarding future anticipated business developments and the timing thereof, regulatory compliance, sufficiency of working capital, and business and financing plans. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or which by their nature refer to future events. The Company cautions investors that any forward-looking statements by the Company are not guarantees of future performance, and that actual results may differ materially from those in forward looking statements as a result of various factors, including, but not limited to, the Company’s ability to continue its projected growth, to raise the necessary capital or to be fully able to implement its business strategies.

GOINGCONCERN

The Company’s financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company’s ability to continue as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to generate revenue to establish profitable operations and to obtain the necessary equity or debt financing to fund operations as required.

OUTLOOK

The Company’s primary focus for the foreseeable future will be: (i) the continuation of its current CRM software business, (ii) development of its New Cannabis CRM Platform for the medical cannabis industry, (iii) raising sufficient capital to enable the Company to construct its proposed Cannabis Farm, (iv) the construction and operation of its proposed Cannabis Farm, and (v) development of the EZ-G device, a unique, patent-pending device that, combined with proprietary software (provisional application), regulates the flow of low-concentration CBD oils into the soft tissues of the female sexual organs.

DESCRIPTIONOF BUSINESS

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

RecentDevelopments

●	On<br> February 5, 2023, Cannasoft Pharma Holdings Ltd., has received a Contactless Business License.<br> This license allows us to engage in the Cannabis industry for the purpose of trading and<br> brokering transactions in Israel, importing from abroad, and purchasing and selling cannabis<br> without touching the substance.
●	On<br> September 22, 2022, the Company completed its acquisition of Zigi Carmel Initiatives and<br> Investments Ltd. (“Zigi Carmel”) in consideration for the issuance to Carmel<br> Zigdon of 7,920,000 Common Shares and US $100,000 to cover his legal expenses. As part of<br> 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”. | | --- | --- |

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<br> to loan BYND Israel USD$100,000, to be used to pursue the BYBY Acquisition and the Listing;
●	On<br> August 18, 2019, BYND Israel entered into a “document of understanding” with<br> the owners of BYBY, which outlined the basic terms of the BYBY Acquisition;
---	---
●	On<br> November 28, 2019, BYND Israel entered into a non-binding letter of intent with Lincoln Acquisitions<br> Corp. (“Lincoln”), setting out the general terms and conditions relating<br> 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<br> (“CSE”);
---	---

| 3 |

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

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

SELECTEDFINANCIAL INFORMATION

The following table sets forth selected financial information of the Company for the 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
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 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<br> 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<br> revenues from customer support services in the amount of $13,166 and decreased revenues from cloud hosting services in the amount<br> of $12,902.
●	Approximately<br> 91% of our sales during the period and 87% 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 Platform is available, we believe that<br> we will begin to generate revenues shortly.
●	Development<br> of the Company’ New Cannabis CRM Platform Phase 1 is now complete and is being currently tested at the Weizmann Institute of<br> Science, however, we do not expect to generate revenues from the platform until Q3 2023.
●	Cannasoft’s<br> proposed Cannabis Farm is at a very early stage of development and we do not expect to generate revenues from the sale of cannabis<br> or cannabis infused products until Q4 2023.

Costof Revenue

●	Cost<br> of Sales for the period amounted to $103,692 as compared to $100,168 for the same period<br> in 2022. This increase is a result of a $5,559 increase in software and other expenses.
●	For<br> the three month period ended March 31, 2023 the Company’s gross margin was 75% as compared to 78% during 2022.

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

●	For<br> the three month period ended March 31, 2023, general and administrative expenses increased to $282,839 from $164,488 for the same<br> period in 2022. The increase was due to a $116,250 increase in compensation to senior management and directors, a $15,000 increase<br> in D&O insurance expenses, a $53,677 increase in listing fees paid to the Canadian securities exchange and Nasdaq.
●	Professional<br> fees increased to $676,867 from $151,294 mainly due to a $361,184 increase in Investor relations<br> and Public relations expenses a $18,365 increase in legal fees and a $61,054 increase in<br> other fees.
---	---
●	Consulting<br> and Marketing expenses decreased to $Nil from $4,783 due to a $4,783 decrease in consulting<br> expenses in relation to the new Cannabis CRM platform.
●	Depreciation<br> expenses decreased to $3,032 from $9,093 mainly due to the fact that many of the property<br> and equipment of the company is fully depreciated.
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| --- | | ● | 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 | | --- | --- |

OtherIncome (Loss) items

●	Foreign<br> exchange loss decreased to $53,778 from $109,825 mainly due to improved foreign exchange<br> rates.
●	Finance<br> expense increased to $5,381 from $2,970 mainly due to an increase in bank charges.
B.	LIQUIDITY AND CAPITAL RESOURCES
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As at March 31, 2023, the Company had a cash balance of $1,629,240 (December 31, 2022: $2,392,871).

Item
Cash provided by (used in) operating<br> activities	)
Cash used in investing activities	)	)
Cash provided by (used in) financing activities	)
Net decrease in cash	)	)

All values are in US Dollars.

●	The<br> Company experienced negative cash flows from operating activities during the three month<br> period ended March 31, 2023 in the amount of $609,557, primarily due to its net loss of $740,433<br> and decrease in deferred revenues of $200,907, partially offset by a $174,961 decrease in<br> prepaid expenses and a $90,419 decrease in amounts receivables. Cash outlays included general<br> business and administrative expenses, consulting fees, business and product development,<br> and professional fees.
●	The<br> Company believes that it will be able to generate sufficient cash flows to maintain its current<br> capacity. Nevertheless, it will require additional funds in order to complete the Company’s<br> expansion goals which include, construction of the Cannabis Farm and the development of the<br> EZ-G device.
---	---
●	On<br> January 13, 2022, the Company completed a non-brokered private placement financing wherein<br> it raised $122,950 through the issuance 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<br> $123,000.

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| --- | | ● | 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-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.

OUTSTANDINGSHARE 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<br> Securities	Exercise<br> Price		Expiry<br> Date
---	---	---	---	---	---
Stock Options	$	0.82		March<br> 29, 2026	250,000
Stock Options	$	1.22		June<br> 29, 2026	240,000
Share Purchase Warrants	$	1.30		October<br> 4, 2023	400,000
Stock Options	$	2,65		October<br> 26, 2026	115,000
Stock Options	$	6.20		June<br> 14, 2027	10,000
Stock Options	$	3.82		April<br> 27, 2028	10,000
RSUs		N/A		April<br> 1, 2024	43,847
Fully<br> Diluted Share Capital					38,968,233

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TRANSACTIONSWITH 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.

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 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.

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.

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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 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.

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 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.

LimitedFinancial Resources Risk

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

While the Company has been successful until now, in obtaining financing from the capital markets there can be no assurance that the capital markets will remain favorable in the future, and/or that the Company will be able to raise the financing needed to pursue its business objectives on favorable terms, or at all. Restrictions on the Company’s ability to finance could have a materially adverse outcome on the Company and its securities, and its ability to continue as a going concern.

MarketRisk

The Company’s common shares trade on the Canadian Securities Exchange and the trading value thereof is determined by the evaluations, perceptions and sentiments of both individual investors and the investment community taken as a whole. Such evaluations, perceptions and sentiments are subject to change, both in short term time horizons and longer-term time horizons. An adverse change in investor evaluations, perceptions and sentiments could have a material adverse outcome on the Company and its securities.

Coronavirus(COVID-19) Risk

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

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BusinessRisks relating to our CRM Business

●	Defects<br> or disruptions in our planned cloud-based New CRM Platform and New Cannabis CRM Platform<br> services could diminish demand for our services and subject us to substantial liability.
●	Interruptions<br> or delays in service from our third-party data center hosting facilities could impair the<br> delivery of our service and harm our business.
---	---
●	If<br> we experience significant fluctuations in our rate of anticipated growth and fail to balance<br> our expenses with our revenue forecasts, our results could be harmed.
---	---
●	We<br> may in the future be sued by third parties for alleged infringement of their proprietary<br> rights.
---	---
●	We<br> will rely on third-party computer hardware and software that may be difficult to replace<br> or which could cause errors or failures of our service.
---	---
●	The<br> market for our technology delivery model and enterprise cloud computing application services<br> is immature and volatile, and if it develops more slowly than we expect, our business could<br> be harmed.
---	---
●	We<br> are currently dependent on one of our clients for the majority of current revenues and any<br> changes to that relationship could have 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<br> Cannabis Farm and there is no guarantee that we will be able to raise the necessary capital,<br> 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<br> and GAP good practice certifications, which if not maintained in good standing, may prevent<br> 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<br> will interrupt our business activities.
---	---
●	We<br> will be relying on one key production facility, and disruption of operations at this facility<br> could significantly interfere with our ability to continue our product testing, development<br> and production activities.
---	---
●	We<br> will rely on key components of our production and distribution process, such as energy and<br> third-party producers and distributors, and a disruption in the availability of those key<br> 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<br> sales. Producing cannabis products is difficult, complex and highly regulated.
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| --- | | ● | 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. | | --- | --- |

GeneralBusiness Risks

●	We<br> face the risk of exposure to product liability claims, regulatory action and litigation if<br> 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<br> potential uninsured liabilities.
---	---
●	If<br> any of the products that we produce or intend to produce are recalled due to an alleged product<br> defect or for any other reason, we could be required to incur the unexpected expense of the<br> recall and any legal proceedings that might arise in connection with the recall.
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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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Exhibit99.3

Form 52-109F2

Certificationof Interim Filings

FullCertificate

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

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the<br> “interim filings”) of BYND Cannasoft Enterprises Inc. (the “issuer”)<br> for the interim period ended March 31, 2023.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence,<br> the interim filings do not contain any untrue statement of a material fact or omit to state<br> a material fact required to be stated or that is necessary to make a statement not misleading<br> in light of the circumstances under which it was made, with respect to the period covered<br> by the interim filings.
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3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim<br> financial report together with the other financial information included in the interim filings<br> fairly present in all material respects the financial condition, financial performance and<br> cash flows of the issuer, as of the date of and for the periods presented in the interim<br> filings.
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4.	Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing<br> and maintaining disclosure controls and procedures (DC&P) and internal control over financial<br> reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
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5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s<br> other certifying officer(s) and I have, as at the end of the period covered by the interim<br> filings
---	---
(a)	designed<br> DC&P, or caused it to be designed under our supervision, to provide reasonable assurance<br> that
---	---
(i)	material<br> information relating to the issuer is made known to us by others, particularly during the<br> period in which the interim filings are being prepared; and
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(ii)	information<br> required to be disclosed by the issuer in its annual filings, interim filings or other reports<br> filed or submitted by it under securities legislation is recorded, processed, summarized<br> and reported within the time periods specified in securities legislation; and
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(b)	designed<br> ICFR, or caused it to be designed under our supervision, to provide reasonable assurance<br> regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with the issuer’s GAAP.
5.1	Control framework: The control framework the<br>issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework<br>(2013) published by the Committee of Sponsoring Organization of the Treadway Commission (“COSO”).
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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 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<br> issuer’s ICFR that occurred during the period beginning on January 1, 2023 and ended<br> on March 31, 2023 that has materially affected, or is reasonably likely to materially affect,<br> the issuer’s ICFR.

Date: May 15, 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<br> “interim filings”) of BYND Cannasoft Enterprises Inc. (the “issuer”)<br> for the interim period ended March 31, 2023.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence,<br> the interim filings do not contain any untrue statement of a material fact or omit to state<br> a material fact required to be stated or that is necessary to make a statement not misleading<br> in light of the circumstances under which it was made, with respect to the period covered<br> by the interim filings.
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3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim<br> financial report together with the other financial information included in the interim filings<br> fairly present in all material respects the financial condition, financial performance and<br> cash flows of the issuer, as of the date of and for the periods presented in the interim<br> filings.
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4.	Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing<br> and maintaining disclosure controls and procedures (DC&P) and internal control over financial<br> reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
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5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s<br> other certifying officer(s) and I have, as at the end of the period covered by the interim<br> filings
---	---
(a)	designed<br> DC&P, or caused it to be designed under our supervision, to provide reasonable assurance<br> that
---	---
(i)	material<br> information relating to the issuer is made known to us by others, particularly during the<br> period in which the interim filings are being prepared; and
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(ii)	information<br> required to be disclosed by the issuer in its annual filings, interim filings or other reports<br> filed or submitted by it under securities legislation is recorded, processed, summarized<br> and reported within the time periods specified in securities legislation; and
---	---

(b)	designed<br> ICFR, or caused it to be designed under our supervision, to provide reasonable assurance<br> regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with the issuer’s GAAP.

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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 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<br> issuer’s ICFR that occurred during the period beginning on January 1, 2023 and ended<br> on March 31, 2023 that has materially affected, or is reasonably likely to materially affect,<br> the issuer’s ICFR.

Date: May 15, 2023

“Gabi<br> Kabazo”
Gabi Kabazo
Chief Financial Officer

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