BYND CANNASOFT ENTERPRISES : CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THREE MONTHS ENDED MARCH 31, 2024 - Form 6-K

BYND CANNASOFT ENTERPRISES INC.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THREE MONTHS ENDED MARCH 31, 2024

(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, 2024

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BYND CANNASOFT ENTERPRISES INC.

Consolidated Interim Statements of the Financial Position

(Expressed in Canadian dollars)

(Unaudited)

As at		Notes		March 31, 2024			December 31, 2023
Assets
Cash				$	9,172,068			$	3,113,934
Accounts receivable		5			203,886				189,434
Prepaid expenses					90,654				25,372
Total Current Assets					9,466,608				3,328,740
Intangible assets		6			33,463,103				33,463,103
Property and equipment		7			7,033				9,525
Total Assets				$	42,936,744			$	36,801,368
Liabilities and Shareholders' Equity
Liabilities
Trade payables and accrued liabilities		8		$	362,670			$	258,515
Related Parties		9			364,843				450,048
Deferred revenue		14			99,661				131,794
Long term loan - current portion		10			47,509				46,680
Total Current Liabilities					874,683				887,037
Long term loan		10			26,834				38,427
Derivative warrants liabilities		11			37,386,626				958,146
Liabilities for employee benefits		12			94,964				91,533
Total Liabilities				$	38,383,107			$	1,975,143
Shareholders' equity
Share capital		13		$	59,420,609			$	59,367,042
Shares to be issued					53,567				53,567
Share-based payment reserve					379,218				711,267
Translation differences reserve					(26,076	)			(7,246	)
Capital reserve for re-measurement of defined benefit plan		12			13,886				13,764
Accumulated Deficit					(55,287,567	)			(25,312,169	)
Total Shareholders' equity				$	4,553,637			$	34,826,225
Total Liabilities and Shareholders' Equity				$	42,936,744			$	36,801,368

Nature of operations and going concern (Note 1)

Subsequent events (Note 16)

These condensed consolidated interim financial statements were approved for issue by the Board of Directors on May 15, 2024 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 Loss and Comprehensive Loss

(Expressed in Canadian dollars)

(Unaudited)

For the three months ended		Notes		March 31, 2024			March 31, 2023
Revenue		14		$	308,968			$	420,635
Cost of revenue		15			(243,018	)			(103,692	)
Gross profit					65,950				316,943
Consulting and marketing					22,884				-
Research and development					441,401				-
Depreciation and amortization		7			2,227				3,032
Share-based compensation					363,437				2,566
General and administrative expenses					254,471				282,839
Professional fees					632,078				676,867
					1,716,498				965,304
Loss before other income (expense)				$	(1,650,548	)		$	(648,361	)
Other income (expense)
Change in fair value of derivative warrants liabilities		11			(28,977,934	)			-
Foreign exchange gain (loss)					5,095				(53,778	)
Finance income (expenses), net					13,743				(5,381	)
					(28,959,096	)			(59,159	)
Loss before tax				$	(30,609,644	)		$	(707,520	)
Tax expense					(7,673	)			(32,913	)
Loss for the period				$	(30,617,317	)		$	(740,433	)
Other comprehensive income (loss)
Items that may be reclassified to profit or loss
Exchange differences on translation of foreign operations				$	(18,830	)		$	(15,451	)
Remeasurement of a defined benefit plan, net					122				946
Other comprehensive income (loss) for the period				$	(18,708	)		$	(14,505	)
Total comprehensive loss				$	(30,636,025	)		$	(754,938	)
loss per share - basic and diluted*				$	(67.59	)		$	(3.71	)
Weighted average shares outstanding - basic and diluted					452,981				199,434

*	Adjusted to reflect one (1) for one hundred ninety (190) reverse stock split in March 2024 (see Note 1)

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)

		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			Accumulated Deficit			Total
					$			$			$			$			$			$			$			$
Balance at January 1, 2023			199,400				54,806,522				41,875				639,879				15,746				570,446				13,279				(6,817,048	)			49,270,699
Loss for the period			-				-				-				-				-				-				-				(740,433	)			(740,433	)
Shares issued for services			35				41,875				(41,875	)			-				-				-				-				-				-
Share-based payments			-				-				-				-				-				2,566				-				-				2,566
Shares to be issued for services			-				-				41,875				-				-				-				-				-				41,875
Other comprehensive loss for the period			-				-				-				-				(15,451	)			-				946				-				(14,505	)
Balance at March 31, 2023			199,435				54,848,397				41,875				639,879				295				573,012				14,225				(7,557,481	)			48,560,202
Balance at January 1, 2024			223,964				59,367,042				53,567				-				(7,246	)			711,267				13,764				(25,312,169	)			34,826,225
Cancellation of stock options			-				-				-				-				-				(641,919	)			-				641,919				-
Shares, pre-funded warrants and warrants issued for cash, net			3,021,011				7,450,546				-				-				-				-				-				-				7,450,546
Allocation to derivative warrants liabilities			-				(7,450,546	)			-				-				-				-				-				-				(7,450,546	)
Loss for the period			-				-				-				-				-				-				-				(30,617,317	)			(30,617,317	)
Shares issued for services			94				53,567				(53,567	)			-				-				-				-				-				-
Share-based payments			-				-				-				-				-				309,870				-				-				309,870
Shares to be issued for services			-				-				53,567				-				-				-				-				-				53,567
Other comprehensive loss for the period			-				-				-				-				(18,830	)			-				122				-				(18,708	)
Balance at March 31, 2024			3,245,069				59,420,609				53,567				-				(26,076	)			379,218				13,886				(55,287,567	)			4,553,637

*	Adjusted to reflect one (1) for one hundred ninety (190) reverse stock split in March 2024 (see Note 1)

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, 2024 and 2023

(Expressed in Canadian dollars)

(Unaudited)

As at		March 31, 2024			March 31, 2023
Operating activities:
Loss for the period		$	(30,617,317	)		$	(740,433	)
Items not involving cash:
Finance expense			613				1,006
Share-based compensation			309,870				2,566
Depreciation			2,551				3,395
Change in benefits to employees			3,553				(310	)
Change in fair value of derivative warrants liabilities			28,977,934				-
Shares issued for services			53,567				41,875
Unrealized foreign exchange loss (gain)			(117,661	)			76,562
Changes in non-cash working capital items:
Accounts receivables			(14,452	)			90,419
Trade payables and accrued liabilities			104,155				(58,691	)
Deferred revenue			(32,133	)			(200,907	)
Prepaid expenses			(65,282	)			174,961
Related parties			(85,205	)			-
Net cash used in operating activities			(1,479,807	)			(609,557	)
Investing activities:
Purchase of property and equipment			-				(860	)
Investment in intangible assets			-				(107,434	)
Net cash used in investing activities			-				(108,294	)
Financing activities:
Proceeds from public offering, net			7,450,546				-
Proceeds (repayment of) from long term loan			(11,621	)			(11,709	)
Net cash provided by (used in) financing activities			7,438,925				(11,709	)
Net Increase (Decrease) in cash		$	5,959,118			$	(729,560	)
Effect of foreign exchange rate changes on cash			99,016				(34,071	)
Cash at beginning of period			3,113,934				2,392,871
Cash at end of period		$	9,172,068			$	1,629,240
Supplemental disclosure of cash flow information
Cash paid during the year for interest		$	1,288			$	968

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, 2024

(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) is developing 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, and (iii) 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"). 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").

On March 29, 2021, BYND completed the share exchange agreement with B.Y.B.Y. As a result of the share exchange agreement, BYND holds 74% ownership interest in B.Y.B.Y. One of the former shareholders holds 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 This transaction was accounted for as asset acquisition according to IFRS 2 Share-based Payment.

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 7,920,000common shares (41,684common shares post reverse split) of the Company. The share exchange agreement was executed and fully completed on September 22, 2022.

Reverse stock split

On March 15, 2024, the Company announced a one (1) for one hundred ninety (190) reverse stock splitof its outstanding common shares that became effective on March 22, 2024.

All shares, stock options, share purchase warrants, RSU's and per share information in these consolidated financial statements have been restated to reflect the reverse stock split on a retroactive basis.

War in Israel

On October 7, 2023, Hamas terrorists infiltrated Israel's southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Following the attack, Israel's government declared war against Hamas.

Other terrorist organizations such as the Hezbollah in Lebanon on Israel's northern border have launched rocket attacks on Israel in support of Hamas. The military campaign against Hamas and other terrorist organizations is ongoing and could escalate in the future into a larger regional conflict. There is no certainty as to the duration, severity, results or implications of the war on the State of Israel generally or on the Company.

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BYND CANNASOFT ENTERPRISES INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2024

(Expressed in Canadian dollars)

(Unaudited)

NOTE 1 - NATURE OF OPERATIONS AND GOING CONCERN (continued)

While many of Israeli civilians were draft to reserve duty, the company's headquarter activity located in Israel remain unharmed. With regards to company's source of income, during the first month of the war, a few credit card companies reported on a sharp decrease in transactions in Israel. Despite that, the company has not experienced any material impact on its revenues, mainly due the fact that most of the company's revenue is generated overseas.

As of the date of these financial statements, the end of the war is unknown.

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.

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, 2023, 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, 2023.

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.

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BYND CANNASOFT ENTERPRISES INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2024

(Expressed in Canadian dollars)

(Unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND USE OF ESTIMATES AND JUDGMENTS (continued)

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.

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.

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BYND CANNASOFT ENTERPRISES INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2024

(Expressed in Canadian dollars)

(Unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND USE OF ESTIMATES AND JUDGMENTS (continued)

e.Significant estimates and assumptions (continued)

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.

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 - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIALS STATEMENT

As a result of the findings based on the Company's ongoing reviews, the Company, in consultation with the Board of Directors, determined that the previously issued Consolidated Balance Sheet presented in the 20-F filed on April 27, 2023, for the year ended December 31, 2022 had a clerical error in relation to software development costs that should be part of intangible assets and not included in capital work in progress, and they would make the necessary accounting corrections and restate such financial statement.

This error correction resulted in a decrease to property and equipment of $987,006at December 31, 2022 and an increase to intangible assets of $987,006at December 31, 2022.

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BYND CANNASOFT ENTERPRISES INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2024

(Expressed in Canadian dollars)

(Unaudited)

NOTE 4 - 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 100% ownership interest in ZC from the former shareholder in exchange for 7,920,000common shares (41,684common shares post reverse split) of BYND. The share exchange agreement was executed and fully completed on September 22, 2022.

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

	$
Consideration transferred:
Value allocated to shares issued 7,920,000shares (41,684common shares post reverse split) at $5.40per share			42,768,000
Fair value of assets and liabilities acquired:
Investments			137,811
Intangible asset - patents pending			42,768,000
Shareholder loan			(137,811	)
			42,768,000

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.

NOTE 5 -ACCOUNTS RECEIVABLE

		March 31, 2024			December 31, 2023
Trades receivables		$	136,455			$	119,094
Income tax advances			30,748				52,003
Interest receivable			35,810				17,494
Due from shareholders			873				843
		$	203,886			$	189,434

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BYND CANNASOFT ENTERPRISES INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2024

(Expressed in Canadian dollars)

(Unaudited)

NOTE 6 - INTANGIBLE ASSETS

The Company's intangible assets relate to the proprietary Cannabis CRM software the Company is Developing, Patents pending for the EZ-G device (Note 4) as well as the primary growing license for medical cannabis in Israel. The Additions for the Software include cost of wages of the software developers for the time they spend on developing the Cannabis CRM software.

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

		Software*			License			Patent applications and technological know how			Total
Cost
Balance, December 31, 2022		$	2,301,580			$	850,000			$	42,961,382			$	1,300,429
Additions			366,325				-				-				43,871,579
Impairments			(2,478,491	)			(850,000	)			(9,498,279	)			-
Translation differences			(108,176	)			-				-				(32,385	)
Balance, December 31, 2023			81,238				-				33,463,103				33,544,341
Additions			-				-				-				-
Translation differences			-				-				-				-
Balance, March 31, 2024		$	81,238			$	-				33,463,103			$	33,544,341
Accumulated depreciation
Balance, December 31, 2022		$	-			$	-				-			$	81,406
Depreciation			81,406				-				-				(168	)
Translation differences			(168	)
Balance, December 31, 2023			81,238				-				-				81,238
Depreciation			-				-				-				-
Balance, March 31, 2024		$	81,238			$	-				-			$	81,238
Net book value
At December 31, 2023		$	-			$	-				33,463,103			$	33,463,103
At March 31, 2024		$	-			$	-				33,463,103			$	33,463,103

*	Reclassified software development costs from Capital Work in Progress (Note 7) to Intangible Assets - Software (See Note 3)

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BYND CANNASOFT ENTERPRISES INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2024

(Expressed in Canadian dollars)

(Unaudited)

NOTE 7 - PROPERTY AND EQUIPMENT

		Computers & Equipment			Vehicles			Furniture & Equipment			Capital Work In Progress*			Total
Cost
Balance, January 1, 2023		$	29,019			$	181,052			$	33,310			$	327,918			$	571,299
Additions			6,664				-				1,039				704				8,407
Impairments			-				-				-				(315,711	)			(315,711	)
Translation differences			(1,519	)			(9,419	)			(1,735	)			(12,911	)			(25,584	)
Balance, December 31, 2023			34,164				171,633				32,614				-				238,411
Additions			-				-				-				-				-
Disposals			-				-				-				-				-
Translation differences			302				1,701				324				-				2,327
Balance, March 31, 2024		$	34,466			$	173,334			$	32,938			$	-			$	240,738
Accumulated depreciation
Balance as of January 1, 2023		$	27,588			$	169,535			$	30,168				-			$	227,291
Depreciation			2,172				9,377				1,897				-				13,446
Translation differences			(1,439	)			(8,839	)			(1,573	)			-				(11,851	)
Balance, December 31, 2023			28,321				170,073				30,492				-				228,886
Depreciation			829				1,571				151				-				2,551
Translation differences			276				1,690				302				-				2,268
Balance, March 31, 2024		$	29,426			$	173,334			$	30,945				-			$	233,705
Net book value
At December 31, 2023		$	5,843			$	1,560			$	2,122			$	-			$	9,525
At March 31, 2024		$	5,040			$	-			$	1,993			$	-			$	7,033

*	Reclassified software development costs from Capital Work in Progress to Intangible Assets (Note 6) - Software (See Note 3)

During the three months ended March 31, 2024, depreciation of $324(2023 - $363) related to computer and equipment is included in cost of revenue.

As of December 31, 2023 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 and design.

The Company considered indicators of impairment at December 31, 2023. The Company recorded impairment loss during the year ended December 31, 2023 for the capital work in progress.

The impairment for the capital work in progress was done mainly because of recent medical cannabis legislation changes in Israel that have materially affected the value of this asset.

- 13 -

BYND CANNASOFT ENTERPRISES INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2024

(Expressed in Canadian dollars)

(Unaudited)

NOTE 8 - TRADE PAYABLES AND ACCRUED LIABILITIES

		March 31, 2024			December 31, 2023
Trades payables		$	298,180			$	157,705
VAT, income and dividend taxes payable			9,895				28,027
Salaries payable			54,595				72,783
		$	362,670			$	258,515

NOTE 9- RELATED PARTY TRANSACTIONS BALANCES

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of members of the Company's Board of Directors and corporate officers. The remuneration of directors and key management personnel, not including normal employee compensation, made during the three months ended March 31, 2024 and the three months ended March 31, 2023 is set out below:

		March 31, 2024			March 31, 2023
salary (cost of sales)			122,910				20,498
consulting (research and development)			30,488				-
consulting (professional fees)			40,963				-
share based payments			53,567				44,441
salary (general and administrative expenses)			213,343				146,250
	$	461,271			$	211,189

As at March 31, 2024, $873was owed from shareholders of the company (December 31, 2023- $843). Amounts owed were recorded in accounts receivable are non-interest bearing and unsecured.

As at March 31, 2024, $364,843was owed to directors of the Company (December 31, 2023- $450,048). Amounts due are non-interest bearing and unsecured.

NOTE 10 - LONG TERM LOAN

During the year ended December 31, 2020, the Company secured a term loan with a principal amount of $184,352(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. $9,218(NIS 25,000) was deposited in the bank as security for the loan.

The activities of the long term loan during the three month ended March 31, 2024 are as follows:

		March 31, 2024			December 31, 2023
Balance, opening		$	85,107			$	135,971
Repayments			(11,621	)			(43,350	)
Interest expense, accrued			613				3,333
Translation difference			244				(8,847	)
Balance, ending			74,343				85,107
Less:
Long term loan - current portion			47,509				46,680
Long term loan		$	26,834			$	38,427

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BYND CANNASOFT ENTERPRISES INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2024

(Expressed in Canadian dollars)

(Unaudited)

NOTE 10 - LONG TERM LOAN (continued)

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

Year ended		Amount
December 31, 2024		$	35,493
December 31, 2025			38,850
		$	74,343

NOTE 11 - DERIVATIVE WARRANTS LIABILITIES

a.	On December 21, 2023, the Company issued 2,884,616warrants (15,182warrants at an exercise price of US $98.8post reverse split) in connection with its December 2023 Registered direct public offering ("December 2023 Warrants"). The warrant includes a cashless exercise provision and repricing adjustments for offerings at a price lower than the existing exercise price of the warrants, stock splits, reclassifications, subdivisions, and other similar transactions and also the exercise price of the warrant is not denominated in the functional currency of the Company, therefore, these warrants were recorded at their fair value as a derivative liability at the time of the grant and revalued at the end of each reporting period.
	On March 27, 2024, following the March 2024 Public offering, which included the offering of common shares at a price lower than the exercise price of the December 2023 Warrants, the exercise price of the December 2023 Warrants was reduced to US $1.3643, and each December 2023 Warrant became convertible into 72.42common shares of the Company.
b.	On March 14, 2024, the Company issued 134,166,665Series A Warrants (706,140A warrants post reverse split) and 268,333,330Series B Warrants (1,412,280B warrants post reverse split) in connection with its March 2024 public offering ("March 2024 A Warrants and B Warrants"). The warrants include a cashless exercise provision and repricing adjustments for offerings at a price lower than the existing exercise price of the warrants, stock splits, reclassifications, subdivisions, and other similar transactions and also the exercise price of the warrant is not denominated in the functional currency of the Company, therefore, these warrants were recorded at their fair value as a derivative liability at the time of the grant and revalued at the end of each reporting period.
	On March 27, 2024, following the 1:190 reverse stock split, the exercise price of the March 2024 A Warrants and B Warrants was reduced to $1.3643, and each B warrant became convertible into 14.21common shares of the Company.
c.	During the period ended March 31, 2024, the Company recorded a loss on the revaluation of the total derivative liabilities of $28,977,934, in the consolidated statements of Operations and Comprehensive Loss.

- 15 -

BYND CANNASOFT ENTERPRISES INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2024

(Expressed in Canadian dollars)

(Unaudited)

NOTE 11 - DERIVATIVE WARRANTS LIABILITIES (continued)

d.	The Company engaged an outside valuation company to calculate the fair value of the derivative warrants based on the Monte Carlo Simulation model with the following assumptions:

		March 31, 2024
Share Price			US $ 1.4
Exercise Price			US $ Nil- 0.35
Expected life			2.45- 4.95years
Risk-free interest rate			4.23%
Dividend yield			0.00%
Expected volatility			80%
Early exercise threshold			US $ 2.05

The following table presents the changes in the warrant liability during the period:

Balance as of December 31, 2023		$	958,146
Issuance of March 2024 warrants			35,921,315
Changes in fair value of warrants			507,165
Balance as of March 31, 2024		$	37,386,626

NOTE 12 - EMPLOYEE BENEFITS

The severance pay liability constitutes a defined benefit plan and was calculated using actuarial assumptions. In measuring the present value of the defined benefit obligation and the current service costs the projected unit credit method was used.

Plan assets (liability)

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

		March 31, 2024			December 31, 2023
Defined benefit plan liabilities		$	(94,964	)		$	(91,533	)
Less: fair value of plan assets or asset ceiling			-				-
	$	(94,964	)		$	(91,533	)

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BYND CANNASOFT ENTERPRISES INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2024

(Expressed in Canadian dollars)

(Unaudited)

NOTE 12 - EMPLOYEE BENEFITS (continued)

Changes in the present value of the defined benefit plan liability

The following are the continuities of the fair value of plan assets and the present value of the defined benefit plan obligations:

		March 31, 2024			December 31, 2023
Balance, opening		$	(91,533	)		$	(86,016	)
Recognized in profit this year:
Interest costs			(1,166	)			(4,638	)
Current service cost			(1,473	)			(5,860	)
Recognized in other comprehensive profit:
Actuary loss for change of assumptions			122				485
Translation differences			(914	)			4,496
Balance, ending		$	(94,964	)		$	(91,533	)

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.

Major assumptions in determining the defined benefit plan liability

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

		March 31, 2024			December 31, 2023
Capitalization rate			3.15	%			3.15	%
Salary growth rate			0	%			0	%
Retirement rate			5	%			5	%

NOTE 13 - SHARE CAPITAL

Authorized

Unlimited number of common shares without par value.

Issued

As at March 31, 2024 3,245,069common shares were issued and outstanding.

During the three months ended March 31, 2024

On January 4, 2024, the Company issued 17,915common shares (94common shares post reverse split) to two directors following the vesting of RSU's with a fair value of $2.99, for a compensation amount of $53,568.

On January 10, 2024, the Company granted 410,000RSUs (2,158RSUs post reverse split) to five directors of the Company, the RSUs will vest over 4 months and a day.

- 17 -

BYND CANNASOFT ENTERPRISES INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2024

(Expressed in Canadian dollars)

(Unaudited)

NOTE 13 - SHARE CAPITAL (continued)

On January 16, 2024, the Company granted 60,000RSUs (316RSUs post reverse split) to a consultant of the Company, the RSUs will vest over 4 months and a day.On February 5, 2024, the Company granted 39,753RSUs (209RSUs post reverse split) to a consultant of the Company, the RSUs will vest over 4 months and a day.On March 5, 2024, the Company granted 60,083RSUs (316RSUs post reverse split) to a consultant of the Company, the RSUs will vest over 4 months and a day.

On March 14, 2024 the Company announced the closing of an underwritten public offering with gross proceeds to the Company of approximately US$7.0million, before deducting underwriting discounts and other estimated expenses paid by the Company. The offering was for sale of 116,666,667units (614,109units post reverse split), each consisting of one common share or pre-funded warrant, one series A warrants and two series B warrants. The offering price was US$0.06per unit. As part of this public offering and between March 14, 2024 to March 31, 2024, the Company issued 364,813common shares, 249,296common shares following the exercise of pre-funded warrants and 2,406,902common shares following the cashless exercise of Series A Warrants.

During the three months ended March 31, 2023

On January 3, 2023, the Company issued 6,727common shares (35common shares post reverse split) to two directors following the vesting of RSU's.

Stock options

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

A summary of the stock options outstanding for the three months ended March 31, 2024 are summarized as follows:

		Number of Options			Weighted Average Exercise Price
Outstanding at January 1, 2023			3,237				267.9
Granted during the period			526				402.8
Exercised during the period			-				-
Outstanding at December 31, 2023			3,763			$	286.9
Granted during the period			3,421				100.7
Cancelled during the period			(2,974	)			320.6
Outstanding at March 31, 2024			4,210				139.7
Exercisable at March 31, 2024			2,631			$	141.9

- 18 -

BYND CANNASOFT ENTERPRISES INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2024

(Expressed in Canadian dollars)

(Unaudited)

NOTE 13 - SHARE CAPITAL (continued)

Additional information regarding stock options outstanding as of March 31, 2024, is as follows:

Outstanding			Exercisable
Number of stock options			Weighted average remaining contractual life (years)			Weighted Average Exercise Price			Number of stock options			Weighted Average Exercise Price
	789				2.00			$	155.8				789			$	155.8
	3,421				4.79			$	135.9				1,842			$	135.9
	4,210				4.27			$	139.67				2,631			$	141.9

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

		2024			2023
Weighted average fair value of options granted		$	0.57			$	1.61
Risk-free interest rate			3.4	%			3.76	%
Estimated life (in years)			5				5
Expected volatility			108.75	%			100.64	%
Expected dividend yield			0	%			0	%

On January 10, 2024, the Company cancelled 565,000stock options (2,974stock options post reverse split) that were previously granted to 4 directors of the Company.

On January 16, 2024, the Company granted 650,000stock options (3,421stock options post reverse split) to a consultant of the Company, the stock options vest as follows: 150,000on the date of the grant (789post reverse split) and 100,000every month thereafter (526post reverse split) every month thereafter.

NOTE 14 - REVENUE AND DEFERRED REVENUE

		March 31, 2024			March 31, 2023
Software development		$	245,306			$	190,702
Software license			37,806				203,187
Software supports			12,639				14,109
Cloud hosting			10,755				11,010
Others			2,462				1,627
	$	308,968			$	420,635

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

		March 31, 2024			March 31, 2023
Revenue recognized over time		$	271,162			$	217,448
Revenue recognized at a point of time			37,806				203,187
	$	308,968			$	420,635

- 19 -

BYND CANNASOFT ENTERPRISES INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the three months ended March 31, 2024

(Expressed in Canadian dollars)

(Unaudited)

NOTE 14 - 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:

		March 31, 2024			December 31, 2023
Deferred revenue, beginning		$	131,794			$	219,068
Customer payments received attributable to contract liabilities for unearned revenue			5,632				158,711
Revenue recognized from fulfilling contract liabilities			37,765				245,985
Deferred revenue, ending		$	99,661			$	131,794

The Company derives significant revenues from one customer, which exceeds 10% of total revenues. Revenues earned from that customer were 66% of total revenues for the period ended March 31, 2024 (Three months ended March 31, 2023 - 91%)

NOTE 15 - COST OF REVENUE

Cost of revenue incurred are comprised of the following:

		March 31, 2024			March 31, 2023
Salaries and benefits		$	194,477			$	90,533
Subcontractors			35,823				-
Software and other			12,394				12,796
Depreciation			324				363
		$	243,018			$	103,692

NOTE 16 - SUBSEQUENT EVENTS

On April 5, 2024, the Company issued 95common shares to two directors following the vesting of RSU's for a compensation amount of $53,567.

On April 8, 2024, the Company issued 1,180,000common shares to directors and consultants following the vesting of RSU's.

On April 9, 2024, the Company issued 100,000common shares to a consultant following the vesting of RSU's.

Since April 1, 2024 and until May 15, 2024, the Company issued 4,567,282common shares following the exercise of 4,533,482series A Warrants in cashless exercise and 33,800series B Warrants for total proceeds of US $46,113.

- 20 -