20-F/A: BYND Cannasoft Enterprises Inc. Files Amendment No. 1 to Form 20-F for Fiscal Year Ended December 31, 2023
Amendment to Annual Report (Form 20-F)
BYND Cannasoft Enterprises Inc. files an amendment to its annual report on Form 20-F to replace the audit opinion for the fiscal year ended December 31, 2021, due to the SEC's order against the previous auditor.
Summary
- BYND Cannasoft Enterprises Inc. has filed Amendment No. 1 to its Annual Report on Form 20-F for the fiscal year ended December 31, 2023.
- The primary reason for the amendment is to replace the audit opinion related to the audited financial statements for the year ended December 31, 2021.
- This action was necessitated by an order from the Securities and Exchange Commission (SEC) denying BF Borgers CPA PC, the original auditor, the privilege of practicing before the Commission.
- The SEC's order was unrelated to BYND Cannasoft, but required the company to refile its 2021 financial statements with a qualified, independent auditor.
- The financial statements for the year ended December 31, 2021, remain unchanged from the original filing.
- As of the close of the period covered by the annual report, the number of outstanding shares of the issuer's classes of capital or common stock was 1,329,869, after giving effect to a 1:190 reverse of all issued and outstanding common shares effective March 22, 2024.
- The company incurred a net loss of $18,495,121 for the year ended December 31, 2023, and had an accumulated deficit of $25,312,169 as of that date.
- The company's independent auditor, Reliant CPA PC, expressed an opinion that the financial statements present fairly the financial position of the company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the three years in the period ended December 31, 2023, in conformity with IFRS.
- The auditor also noted that the company's significant operating losses raise substantial doubt about its ability to continue as a going concern.
Sentiment
Score: 3
Explanation: The sentiment is negative due to significant losses, an accumulated deficit, and the auditor's doubt about the company's ability to continue as a going concern. While the company has raised capital, the overall financial situation is concerning.
Positives
- The company has secured a new independent auditor, Reliant CPA PC, to provide an audit opinion on the financial statements.
- The company has cash of $3,113,934 as of December 31, 2023.
- The company completed public offerings during the year ended December 31, 2023, with net proceeds of $4,695,751.
Negatives
- The company incurred a significant net loss of $18,495,121 for the year ended December 31, 2023.
- The company has a substantial accumulated deficit of $25,312,169 as of December 31, 2023.
- The company's auditor has expressed doubt about its ability to continue as a going concern.
- The company recorded impairments of $13,142,481 during the year ended December 31, 2023.
Risks
- The company's ability to continue as a going concern is dependent on its ability to raise financing and generate profits and positive cash flows from operations.
- The company is exposed to various financial risks, including credit risk, liquidity risk, and market risk.
- The company's future strategies can be financed through a combination of cash flows generated by operations, borrowing under existing credit facilities, and the issuance of equity, but there is no assurance it will be able to continue to do so in the future.
- The war in Israel could have implications on the company.
Future Outlook
The company's ability to continue its operations and to realize assets at their carrying values is dependent upon its ability to raise financing and generate profits and positive cash flows from operations in order to cover its operating costs.
Management Comments
- The financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report.
Industry Context
The document mentions recent medical cannabis legislation changes in Israel that have materially affected the value of the company's assets, indicating a challenging regulatory environment for the cannabis industry in that region.
Comparison to Industry Standards
- The document does not provide specific comparisons to industry standards or comparable companies.
- Without additional information, it is difficult to assess the company's performance relative to its peers.
Related Party Transactions
- As of December 31, 2023 and 2022, $843 and $1,002, respectively, was owed from shareholders of the Company.
- As at December 31, 2023 and 2022, $450,048 and $37,094, respectively, was owed to directors of the Company.
Stakeholder Impact
- Shareholders face significant risk due to the company's financial instability and the auditor's concerns.
- Employees may be affected by potential cost-cutting measures or restructuring if the company's financial situation does not improve.
- Customers may be concerned about the long-term viability of the company and its ability to provide ongoing services.
Next Steps
- The company needs to focus on raising financing and generating profits and positive cash flows from operations.
- The company needs to address the concerns raised by the auditor regarding its ability to continue as a going concern.
Key Dates
| Date | Description |
|---|---|
| 2018-01-01 | Relevant companies tax applicable to BYND commencing from 2018 and thereafter is 23 %. |
| 2020-05-01 | Lease dated May 1, 2020, between Dalia Bzizinsky and Cannasoft Pharma Ltd. |
| 2020-10-01 | Trust Declaration dated as of October 1, 2020 |
| 2020-10-12 | Authorization for Dealing in Controlled Substances Issued by the Ministry of Health dated October 12, 2020 |
| 2021-03-29 | Company amalgamated under the Business Corporations Act (British Columbia) on March 29, 2021. |
| 2021-03-29 | Company completed the business combination transactions with BYND Beyond Solutions Ltd. (BYND). |
| 2021-03-29 | BYND completed the share exchange agreement with B.Y.B.Y. |
| 2021-06-29 | Consulting Agreement dated June 29, 2021, by and between the Company and Yiftah Ben Yaackov |
| 2021-11-24 | License Assignment dated November 24, 2019, between Dalia Bzizinsky and B.Y.B.Y Investments and Promotions Ltd. |
| 2022-09-18 | Share Purchase Agreement dated September 18, 2022, by and between the Company and Carmel Zigdon |
| 2022-09-22 | Company and the former shareholder of Zigi Carmel Initiatives and Investments Ltd. (ZC) entered into a share exchange agreement. |
| 2023-02-05 | License to deal with a Controlled Substance without Contact Issued by the Ministry of Health, Israeli Medical Cannabis Agency dated February 5, 2023 |
| 2024-01-04 | Company has taken the decision to suspend all activities related to the construction of the medical cannabis cultivation facility. |
| 2024-01-24 | Shareholders Rights Plan dated January 24, 2024, by and between the Company and Computershare Investor Services Inc. |
| 2024-03-15 | Company announced a one (1) for one hundred ninety (190) reverse stock split of its outstanding common shares that became effective on March 22, 2024. |
| 2024-05-03 | On May 3, 2024, the Securities and Exchange Commission (the Commission) issued an order denying BF Borgers CPA PC (Borgers) the privilege of appearing or practicing before the Commission as an accountant. |
| 2024-05-27 | Release Agreement dated May 27, 2024, by and between the Company and Dalia Bzizinsky. |
| 2024-05-27 | Pursuant to a Settlement Agreement Dated May 27, 2024 (the Settlement Agreement), the Company issued 450,000 common shares (valued at US$ 400,500 ) in settlement of a dispute with the co-owner of a farm following the Companys decision to suspend the construction of a cannabis farm on that property. |
| 2024-07-01 | Date of certifications by the CEO and CFO. |
Keywords
Financial Statements, Audit Opinion, Form 20-F, BYND Cannasoft, Reverse Stock Split, Going Concern, Net Loss, Accumulated Deficit, Reliant CPA PC, BF Borgers, SEC Order, Cannabis, CRM Software
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