10-Q 1 cenb20170331_10q.htm FORM 10-Q cenb20170331_10q.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 FORM 10-Q

 

(Mark One)

[ X ]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2017

 

[    ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _______to________

 

Commission file number 001-37567. Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item.

 

CEN BIOTECH, INC.

(Exact name of registrant as specified in its charter)

 

 

Ontario, Canada

 

                          

 

 

(State or other jurisdiction     

of incorporation or organization)

 

(IRS Employer

Identification Number)

 

 

135 North Rear Road, Lakeshore, Ontario, Canada NOR lK0

(Address of principal executive offices)

 

226-344-0660 

(Registrant’s telephone number)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [   ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

 

 Large Accelerated Filer ☐

Accelerated Filer ☐

Non-Accelerated Filer ☐

Smaller Reporting Company ☒

 

 

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act) Yes [  ] No [X ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

 

At March 31, 2017 the number of shares of the Registrant’s common stock outstanding was 10,525,000.

 

 
1

 

 

CEN BIOTECH, INC.

 

INDEX

 

 

 

PART I 

  

  

  

ITEM 1

CONSOLIDATED FINANCIAL STATEMENTS

4

  

  

 

ITEM 2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

11

  

  

 

ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

15

  

  

 

ITEM 4

CONTROLS AND PROCEDURES

15

  

  

 

PART II

  

  

 

ITEM 1 

LEGAL PROCEEDINGS

16

     

ITEM 1A

RISK FACTORS

19

  

  

 

ITEM 2

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 26

  

  

 

ITEM 3

DEFAULTS  UPON SENIOR SECURITIES

26

  

  

 

ITEM 4

MINE SAFETY DISCLOSURES

27

  

  

 

ITEM 5

OTHER INFORMATION

27

  

  

 

ITEM 6

EXHIBITS

27

 

 
2

 

  

PART I

 

 

This Quarterly Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934 (the “Exchange Act”). These statements are based on management's beliefs and assumptions, and on information currently available to management. Forward-looking statements include the information concerning possible or assumed future results of operations of the Company set forth under the heading “Management's Discussion and Analysis of Financial Condition or Plan of Operation.” Forward-looking statements also include statements in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider” or similar expressions are used.

 

Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions. The Company's future results and shareholder values may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance on any forward-looking statements.

 

 
3

 

 

CEN BIOTECH, INC.

CONSOLIDATED BALANCE SHEETS

MARCH 31, 2017 AND DECEMBER 31, 2016

(Unaudited)

 

   

Mar 31, 2017

   

Dec 31, 2016

 

ASSETS

               

Current assets

               

Cash

  $ 324,505     $ 62,381  

Total Current Assets

    324,505       62,381  
                 

FIXED ASSETS

               

Property and equipment placed in service, net

    15,901       16,343  

Improvements in process

    1,328,811       1,270,115  
                 

OTHER ASSETS

               

Advance on business acquisition

    675,328       425,328  

Intangible asset, net

    2,282,952       2,319,852  
                 

Total Assets

  $ 4,627,496     $ 4,094,019  
                 

LIABILITIES AND STOCKHOLDER’S DEFICIT

               

CURRENT LIABILITIES

               

Accounts Payable

  $ 92,768     $ 157,055  

Accounts Payable – related parties

    12,994       62,994  

Accrued Interest

    3,058,106       2,717,478  

Accrued Interest – related parties

    303,153       107,140  

Accrued Expenses

    297,650       840,584  

Loans Payable – related parties

    846,769       846,448  

Loans Payable

    9,964,828       9,962,287  

Loans Payable – convertible notes

    831,628       -  
                 

Total Current Liabilities

    15,407,895       14,693,986  

LONG-TERM DEBT

               

Loans Payable – convertible notes

    2,458,078       1,391,602  

Loans Payable – convertible notes, related party

    1,388,121       1,388,122  
                 

Total Liabilities

    19,254,094       17,473,710  
                 

STOCKHOLDERS’ DEFICIT

               

Preferred Stock; authorized shares; 100,000 issued and outstanding

    10       10  

Common Stock; authorized shares; 10,525,000 issued and outstanding

    85       85  

Additional Paid in Capital

    10,000       10,000  

Accumulated Deficit

    (14,636,693 )     (13,389,785 )
                 

Total Stockholders’ Deficit

    (14,626,598 )     (13,379,690 )
                 

Total liabilities and stockholders’ deficit

  $ 4,627,496     $ 4,094,019  

 

See accompanying notes to the financial statements.

 

 
4

 

 

 

 

CEN BIOTECH, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2017 AND 2016

(Unaudited)

 

 

 

   

2017

   

2016

 
                 

Revenue

  $ -     $ -  
                 

Operating expenses

               

Salary and Consulting Fees

    100,000       -  

General and Administrative

    563,362       138,412  

Foreign Exchange Loss (Gain)

    13,190       58,480  

Total Expense

    676,552       196,892  
                 

Loss from operations

    (676,552 )     (196,892 )
                 

Other Expenses

               

Interest

    508,351       330,680  

Interest – related parties

    62,005       50,086  

Total other expenses

    570,356       380,766  

Net Loss

  $ (1,246,908 )   $ (577,658 )
                 
                 

Net Loss Per Share: Basic And Diluted

  $ (0.12 )   $ (0.08 )
                 

Weighted Average Number of Shares Outstanding: Basic And Diluted

    10,525,000       7,000,000  

  

See accompanying notes to the financial statements.

 

 
5

 

 

CEN BIOTECH, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2017 AND 2016

(Unaudited)

 

 

   

2017

   

2016

 

CASH FLOWS FROM OPERATING ACTIVITIES

               

Net Loss

  $ (1,246,908 )   $ (577,658 )

Adjustments to reconcile net gain (loss) to net cash used in operating activities

               

Depreciation & Amortization

    37,342       -  

Changes in

               

Accounts Payable and Accrued Expenses

    (657,220 )     17,000  

Accrued Interest

    536,640       470,152  
                 

Cash Flows Used In Operating Activities

    (1,330,146 )     (90,506 )
                 

CASH FLOWS FROM INVESTING ACTIVITIES

               

Loan to CEN Ukraine

    (250,000 )     -  

Leasehold Improvements In Progress

    (58,695 )     -  
                 

Total Cash Flows Used in Investing Activities

    (308,695 )     -  
                 

CASH FLOWS FROM FINANCING ACTIVITIES

               

Proceeds From Loans

    1,900,965       87,542  
                 

Total Cash Flows Provided by Financing Activities

    1,900,965       87,542  
                 

NET CHANGE IN CASH

    262,124       (2,964 )

Cash, Beginning of Period

    62,381       3,016  
                 

Cash, End of Period

    324,505       53  
                 

NON-CASH TRANSACTIONS

               

Interest Paid

  $ 33,716     $ -  

Income Taxes Paid

  $ -     $ -  

Accrued Expenses reclassified to Loan Payable- ST Convertible notes

  $ 831,628     $ -  

 

See accompanying notes to the financial statements.

 

 
6

 

 

CEN BIOTECH, INC.

Notes to the Consolidated Financial Statements

March 31, 2017

(Unaudited)

 

NOTE 1--BASIS OF PRESENTATION

 

The accompanying unaudited interim consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2016 and notes thereto.

 

Organization

 

CEN Biotech, Inc. (“CEN” or the “Company”) was incorporated in Canada on August 4, 2013 as a subsidiary of Creative Edge Nutrition, Inc. (“Creative”), a public company incorporated in Nevada. Creative distributed the shares of CEN common stock on a pro rata basis to the Creative shareholders on February 29, 2016 at which time CEN became an independent public company. The financial statements also include the accounts of CEN Holdings, Inc. a Michigan corporation incorporated on May 13, 2016. Intercompany account balances and transactions are eliminated in consolidation.

 

CEN is an early stage Canadian biopharmaceutical company founded to integrate agronomical and pharmaceutical principles for the purposes of growing, selling, processing and delivering pharmaceutical-grade medical marijuana in its pure and extracted form to patients in accordance with Health Canada’s newly-formed Marihuana for Medical Purposes Regulations (MMPR).

 

CEN is actively pursuing business opportunities globally with the intent to grow, sell, process and deliver pharmaceutical grade medical marijuana in various drug delivery mechanisms within nations where it is legal.

 

Basis of Accounting

 

The Company’s financial statements are prepared using the accrual method of accounting using accounting principles generally accepted in the United States.  The Company has elected a calendar year end.

 

Use of Estimates and Assumptions

 

Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures.  Accordingly, actual results could differ from those estimates.  The Company has adopted the provisions of ASC 260.  

 

 
7

 

 

Impairment of Long-Lived Assets

 

The Company's recently acquired a patent which is accounted for as a definite-lived intangible asset in accordance with ASC 360 "Impairment and Disposal of Long-Lived Assets" ("ASC 360").

 

A long-lived asset (asset group) shall be tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. There were no impairment charges taken during the period ended March 31, 2017.

 

Loss per Share .

 

Net loss per common share is computed pursuant to ASC 260-10-45. Basic and diluted net income per common share has been calculated by dividing the net income for the period by the basic and diluted weighted average number of common shares outstanding assuming that the Company incorporated as of the beginning of the first period presented. There were no dilutive shares outstanding as of March 31, 2017 and 2016.

 

Subsequent Events

 

The Company follows the guidance in ASC 855-10-50 for the disclosure of subsequent events. The Company evaluates subsequent events from the date of the balance sheet through the date when the financial statements are issued.  Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them with the SEC on the EDGAR system.

 

Recently Issued Accounting Pronouncements

 

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

NOTE 2 – GOING CONCERN

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the accompanying financial statements, the Company had an accumulated deficit of $14,636,693 at March 31, 2017, and had no committed source of debt or equity financing.

 

While the Company is attempting to obtain a license from Health Canada and generate revenues, the Company’s cash position may not be sufficient to support the Company’s daily operations. Management believes that the actions presently being taken to obtain the license from Health Canada has a realistic chance of succeeding. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The Company’s ability to continue as a going concern is dependent upon its ability to achieve profitable operations or obtain adequate financing.

 

The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

NOTE 3 – CONTINGENCIES AND UNCERTAINTIES

 

On March 11, 2015, the Company’s application for a license to produce marijuana for medical purposes was formally rejected by Health Canada. The Company filed an application for judicial review in Canadian federal court on April 10, 2015 in order to obtain a reversal of this decision. The outcome of this legal proceeding cannot be predicted. The file is currently making its way through the legal process in Federal Court in Canada. Most recently, the license sought by the company under the MMPR has been declared to be of no force and effect by the Federal Court (but that declaration is put on hold for 6 months to allow the government to deal with new legislation). Based on these legal findings, the company has decided to withdraw its application for Judicial Review.

 

 
8

 

 

NOTE 4 – SHORT TERM LOANS PAYABLE

 

 

Short-term loans payable consists of the following at March 31, 2017 and December 31, 2016:

 

 

Description

 

2017

   

2016

 

Short-term loan payable to Global Holdings International, LLC, which bears interest at 15% per annum after defaulting on the maturity date of June 30, 2016. This note is secured by the Company’s equipment.

  $ 9,675,000     $ 9,675,000  
                 

Short-term mortgage payable, for the original amount of $385,000 CAD. It bears interest at 22% per annum with a maturity of September 21, 2017.

    289,828       287,287  
                 

Total Short-term Loan Payable

  $ 9,964,828     $ 9,962,287  

  

 

NOTE 5 – SHORT TERM LOANS PAYABLE- RELATED PARTY

 

 Short-term loans payable related party consist of the following at March 31, 2017 and December 31, 2016:

 

 

Description

 

2017

   

2016

 

Short-term related party loan payable to Bill Chaaban, President of Cen Biotech, which bears an interest at 10% per annum. This is an unsecured loan with a maturity date of December 31, 2017.

  $ 245,269     $ 244,948  
                 

Short-term related party loan payable to a former director of Creative Edge, which bears an interest at 10% annum. This is an unsecured loan with a maturity date of December 31, 2017.

    601,500       601,500  
                 

Total Short-term Loan Payable Relate Party

  $ 846,769     $ 846,448  

 

 

NOTE 6 – SHORT TERM CONVERTIBLE NOTES

 

Short-term convertible notes consist of the following at March 31, 2017 and December 31, 2016:

 

Description

 

2017

   

2016

 

Short term convertible note payable which bears interest at 7% per annum with conversion rights for 335,833 common shares.

  $ 831,628     $ -  
                 

Total Short Term Convertible Notes

  $ 831,628     $ -  

 

 
9

 

 

NOTE 7 – LONG TERM CONVERTIBLE NOTES

 

Long-term convertible notes consist of the following at March 31, 2017 and 2016:

 

Description

 

2017

   

2016

 

Long-term convertible notes payable to multiple private investors bearing an interest at 5% annum with conversion rights totaling up to 873,225 common shares. All notes have a maturity date of 2 years from inception.

  $ 2,233,887     $ 1,,67,412  
                 

Long-term convertible notes payable which bears interest at 12% per annum with a maturity due date of August 18, 2018.

    224,190       224,190  
                 

Total Long-Term Convertible Notes

  $ 2,458,078     $ 1,391,602  

 

 

 NOTE 8 – LONG TERM CONVERTIBLE NOTES RELATED PARTY

 

Long-term convertible notes related party consist of the following at March 31, 2017 and 2016:

 

Description

 

2016

   

2015

 

Long-term convertible note related party due to Bill Chaaban, President of Cen Biotech, which bears an interest at 12% per annum. This note is convertible to 871,576 common shares with a maturity due date of August 17, 2018.

  $ 1,388,121     $ 1,338,121  
                 

Total Long-Term Convertible Notes Related Party

  $ 1,388,121     $ 1,338,121  

 

 

NOTE 9 – PATENT ACQUISITION

 

On September 12, 2016, the Company completed the transaction to acquire assets, including patented Cold LED Lighting Technology, from Tesla Digital, Inc. (A Canadian Corporation) and Stevan (Steve) Pokrajac.

 

The material consideration given by Company includes:

 

 

(a)

3,125,000 shares of Cen Biotech stock. The issuance is to be completed, at the Company discretion, within no more than 180 days from the closing date.

 

(b)

The transfer of real properties located at 135 North Rear Road having a book value of $2,161,467 USD and 1517-1525 Ridge Road having a purchase cost (including other related disbursements) to the Company of approximately $182,488.

 

(c)

Non-material consideration includes employment with operating company formed to realize the potential of the acquired technology.

 

The Company plans to explore manufacturing operations and licensing opportunities across multiple industries such as horticultural, automotive, industrial and commercial lighting. The assets acquired other than the patent included old machinery and raw materials. The company has assigned no value to these since their value was not relevant to or calculated in the company’s offer for acquisition. Therefore no impairment will be necessary if these assets are disposed of.

 

 
10

 

 

NOTE 10 - SUBSEQUENT EVENTS

 

In accordance with ASC 855, Subsequent Events, the Company has evaluated subsequent events from April 1, 2017 through May 19, 2017, the date of issuance of the last quarterly financial statements, and has determined it has the no material subsequent events to disclose;

 

ITEM 2

 

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

 

Note Regarding Forward-Looking Statements

 

Certain matters discussed in this interim report on Form 10-Q are forward-looking statements. Such forward-looking statements contained in this annual report involve risks and uncertainties, including statements as to:

 

 

our future operating results,

 

our business prospects,

 

our contractual arrangements and relationships with third parties,

 

the dependence of our future success on the general economy and its impact on the industries in which we may be involved,

 

the adequacy of our cash resources and working capital, and

 

other factors identified in our filings with the SEC, press releases and other public communications.

 

These forward-looking statements can generally be identified as such because the context of the statement will include words such as “we,” “believe," “anticipate,” “expect,” “estimate” or words of similar meaning. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which are described in close proximity to such statements and which could cause actual results to differ materially from those anticipated as of the date of this Form 10-Q. Shareholders, potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included herein are only made as of the date of this report and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

 

The following discussion and analysis provides information which management believes to be relevant to an assessment and understanding of the Company's results of operations and financial condition. This discussion should be read together with the Company's financial statements and the notes to financial statements, which are included in this report.

 

This management's discussion and analysis or plan of operation should be read in conjunction with the financial statements and notes thereto of the Company for the year ended December 31, 2015. Because of its nature of a development stage company, the reported results will not necessarily reflect the future.

 

Separation from Creative

 

        In November 2013, Creative announced plans to separate into two publicly-traded companies, one comprising of our planned specialty pharmaceutical business located in Canada from our nutritional supplements business. As part of the separation, Creative has transferred substantially all of the assets and liabilities of the specialty pharmaceutical business to CEN. The distribution is expected to occur through a pro rata distribution of CEN shares to Creative shareholders that is tax free for U.S. Federal income tax purposes. CEN was incorporated in Ontario as a wholly-owned subsidiary of Creative on August 2013.

 

 
11

 

 

Acquisition of Tesla Digital

 

On September 12, 2016, the Company completed the transaction to acquire assets, including patented Cold LED Lighting Technology, from Tesla Digital, Inc. (A Canadian Corporation) and Stevan (Steve) Pokrajac.

The material consideration given by Company includes:

 

(d)

3,125,000 shares of Cen Biotech stock. The issuance is to be completed, at the Company discretion, within no more than 180 days from the closing date.

 

(e)

The transfer of real properties located at 135 North Rear Road having a book value of $2,161,467 USD and 1517-1525 Ridge Road having a purchase cost (including other related disbursements) to the Company of approximately $182,488.

 

(f)

Non-material consideration includes employment with operating company formed to realize the potential of the acquired technology.

The company plans to explore manufacturing operations and licensing opportunities across multiple industries such as horticultural, automotive, industrial and commercial lighting. The assets acquired other than the patent included old machinery and raw materials. The company has assigned no value to these since their value was not relevant to or calculated in the company’s offer for acquisition. Therefore no impairment will be necessary if these assets are disposed of.

 

        Our historical financial statements have been prepared on a stand-alone basis in conformity with U.S. generally accepted accounting principles.

 

RESULTS OF OPERATIONS

 

We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

 

We will require additional capital to meet our operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities. In light of management’s efforts, there are no assurances that we will be successful in this or any of our endeavors or become financially viable and continue as a going concern.

 

FIRST QUARTER ENDED MARCH 31, 2017 COMPARED TO FIRST QUARTER ENDED MARCH 31, 2016

 

Revenue

 

We recognized $0 in revenue during the third quarter ended March 31, 2017 as we have not commenced revenue generating operations as of yet.

 

Operating Expenses

 

During the quarter ended March 31, 2017, our operating expenses were $676,552 compared to $196,892 during the same period for the prior fiscal year. During the three months ended March 31, 2017, our operating expenses were comprised of salary and consulting fees of $100,000, professional fees of $79,414, rent expense of $281,753, travel expense of $142,999, other general and administrative items of $72,386. By comparison, for the three months ended March 31, 2016, our operating expenses were comprised of salary and consulting fees of $0, professional fees of $43,071, rent expense of $89,387, travel of $0, other general and administrative items of $5,954. Expenses incurred during the first quarter ended March 31, 2017 compared to first quarter ended March 31, 2016 increased primarily due to an increase in the use of salaries and consulting fees, professional fees, and rent expense. Professional fees generally include financial, legal and administrative contracted services.

 

 
12

 

  

Other Income and Expense Items

 

During first quarter ended March 31, 2017, our other income and expense items totaled $570,356 compared to $380,766 the prior fiscal year. During the three months ended March 31, 2017, our other income and expense items were comprised of interest of $508,351 and related parties interest of $62,005. By comparison, for the three months ended March 31, 2016, our other income and expense items were of interest fees of $330,680 and related parties interest of $50,086.

 

Net Loss

 

Our net loss for the first quarter ended March 31, 2017 was $1,246,908 compared to a net loss of $577,658 during the first quarter ended March 31, 2016 due to the factors discussed above.

 

LIQUIDITY AND CAPITAL RESOURCES

 

As of March 31, 2017, we had assets of $4,627,496 comprised of; cash of $324,505, patent assets of $2,282,952 and leasehold improvements of $1,328,811 and loans due from CEN Biotech Ukraine of $675,328. As of March 31, 2017, we had liabilities of $19,254,094 comprised of; loans from related parties of $846,769, loans of $9,964,828, accrued interest and other expenses of $3,361,259, accounts payable of $105,762, convertible short term notes of $831,628, convertible notes from a related party of $1,388,122, and multiple long term convertible loans totaling $2,458,078.

 

FIRST QUARTER ENDED MARCH 31, 2017 COMPARED TO FIRST QUARTER ENDED MARCH 31, 2016.

 

Cash Flows from Operating Activities

 

We have not generated positive cash flows from operating activities. During the first quarter ended March 31, 2017, we used $1,330,146 in operating activities compared to $90,506 during the first quarter ended March 31, 2016. The increase is primarily due to accrued interest and accrued expenses.

 

Cash Flows from Investing Activities

 

Our use of cash flow for investing activities during the first quarter ended March 31, 2017 totaled $308,695 compared to the same period in 2016 of $0. The increase is due to loans made to CEN Ukraine beginning in the second quarter of 2016 as well as the payments for improvements in process.

 

Cash Flows from Financing Activities

 

During the first quarter ended March 31, 2017, financing activities equaled $1,900,965. This included loans (net foreign exchange) to fund our working capital requirements of $15,083,390. This includes new convertible notes held by investors during the first quarter ended March 31, 2017 totaling $1,066,475 with conversion rights totaling up to 666,457 common shares.

 

CEN has no committed source of debt or equity financing. Our President is seeking additional financing from his business contacts, but no assurances can be given that such financing will be obtained or, if obtained, on what terms. Our independent registered auditors included an explanatory paragraph in their opinion on our financial statements as of and for the fiscal period ended December 31, 2016 that states that our lack of committed resources causes substantial doubt about our ability to continue as a going concern

 

 
13

 

 

Fluctuations of foreign exchange rates may adversely affect our reported results.

  

Our planned operations will be conducted solely in Canada. Exchange rate fluctuations between the U.S. and Canadian dollar result in fluctuations in reported amounts from Canadian operations in our consolidated financial statements. Currently, the US Dollar is the functional currency, because the bulk of the Company’s transactions have been in US dollars, and because the Company has received the vast majority of its funding in US dollars. Therefore, any change in the exchange rate will affect our reported sales, expenses and net income.

 

We have not entered into hedging transactions with respect to our foreign currency exposure, but may do so in the future. We cannot be assured that fluctuations in foreign currency exchange rates will not have a material adverse impact on our business, financial condition or results of operations.

 

Recently Issued Accounting Pronouncements

 

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

Critical Accounting Policies

 

The preparation of financial statements and related notes requires us to make judgments, estimates, and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.

 

An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements.

 

Financial Reporting Release No. 60 requires all companies to include a discussion of critical accounting policies or methods used in the preparation of financial statements. There are no critical policies or decisions that rely on judgments that are based on assumptions about matters that are highly uncertain at the time the estimate is made. Note 2 to the financial statements, included elsewhere in this prospectus, includes a summary of the significant accounting policies and methods used in the preparation of our financial statements.

 

Seasonality

 

The Company does not currently expect its planned business to be seasonal in nature.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K, obligations under any guarantee contracts or contingent obligations. We also have no other commitments, other than the costs of being a public company that will increase our operating costs or cash requirements in the future.

 

 
14

 

  

ITEM 3

 

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item.

 

ITEM 4

 

CONTROLS AND PROCEDURES

 

Management’s Report on Internal Controls over Disclosure Controls and Procedures and Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.  The Company's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and to provide reasonable assurance that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

 

Our internal control over disclosure controls and procedures and financial reporting includes those policies and procedures that:

 

 

Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

 

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and

 

that our receipts and expenditures are being made only in accordance with authorizations of the Company's management and directors; and

 

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

 

As of March 31, 2017, our management conducted an assessment of the effectiveness of the Company's internal control over disclosure controls and procedures and financial reporting.  In making this assessment, management followed an approach based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (known as “COSO”).  Based on this assessment, management determined that the Company's internal control over disclosure controls and procedures and financial reporting as of March 31, 2017 was effective.

 

During the quarter ended March 31, 2017, there were no changes in the Company's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, its internal control over disclosure controls and procedures and financial reporting.

 

The Company’s management, including the Company’s CEO/CFO, does not expect that the Company’s disclosure controls and procedures or the Company’s internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of the controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

 

 
15

 

 

This quarterly report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this quarterly report.

 

PART II

 

 

Item 1

Legal Proceedings

 

JUDICIAL REVIEW:

 

On March 11, 2015, the Company’s application for a license to produce marijuana for medical purposes was formally rejected by Health Canada. The Company filed an application for judicial review in Canadian federal court on April 10, 2015 in order to obtain a reversal of this decision.

 

The file is currently making its way through the legal process in Federal Court. The steps to this appeals process are:

 

 

Step 1: The applicant gathers the required resources

 

Step 2: The applicant considers the preliminary issues of jurisdiction, standing, and timelines

 

Step 3: The applicant drafts the notice of application and the Federal Court issues it

 

Step 4: The respondent files a notice of appearance

 

Step 5: The tribunal transmits the certified tribunal record to the parties and to the Federal

 

Step 6: The applicant serves its affidavit evidence, if necessary

 

Step 7: The respondent serves its affidavit evidence, if necessary

 

Step 8: The parties conduct cross-examinations, if necessary

 

Step 9: The applicant files the applicant's record

 

Step 10: The respondent files the respondent's record

 

Step 11: The applicant files a requisition for hearing date

 

Step 12: The parties prepare for the hearing

 

Step 13: The parties attend the hearing

 

Step 14: The parties complete post-hearing tasks

 

The appeals process, as of August 15, 2016 is up to Step 8. The outcome and timing of this legal proceeding cannot be predicted.

 

On February 24, 2016, in the case of NEIL ALLARD, TANYA BEEMISH, DAVID HEBERT AND SHAWN DAVEY v. HER MAJESTY THE QUEEN IN RIGHT OF CANADA, The Federal Court ruled the following:

 

 

“VIII. Conclusion

[289] For all these reasons, the Court has concluded that the Plaintiffs have established that their s 7 Charter rights have been infringed by the MMPR and that such infringement is not in accordance with the principles of fundamental justice or otherwise justified under s 1.

IX. Disposition and Remedy

[290] For these reasons, I find that the MMPR regime infringes the Plaintiffs’ s 7 Charter rights and such infringement is not justified.

 

 
16

 

 

[291] In several decisions regarding the MMAR, the Courts have struck out either certain provisions or certain words in certain provisions, but otherwise left the structure of the regulation in place. Most of these decisions related to criminal charges where such narrow, feasible and effective excising was appropriate.

[292] In the present case, the attack has been on the structure of the new regulation. It would not be feasible or effective to strike certain words or provisions. That exercise would eviscerate the regulation and leave nothing practical in place.

The Defendant has recognized the integrated nature of the MMPR provisions.

[293] It is neither feasible nor appropriate to order the Defendant to reinstate the MMAR (as amended by current jurisprudence). It is not the role of the Court to impose regulations. The MMAR may be a useful model for subsequent consideration; however, it is not the only model,

Page: 102

nor is a MMAR-type regime the only medical marihuana regime, as experience from other countries has shown.

[294] The remedy considerations are further complicated by the fact that there is no attack on the underlying legislation. Striking down the MMPR merely leaves a legislative gap where possession of marihuana continues as a criminal offence. Absent a replacement regulation or exemption, those in need of medical marihuana – and access to a Charter compliant medical marihuana regime is legally required – face potential criminal charges.

[295] It would be possible for the Court to suspend the operation of the provisions which make it an offence to possess, use, grow and/or distribute marihuana for those persons holding a medical prescription or medical authorization. However, this is a blunt instrument which may not be necessary if a Charter compliant regime were put in place or different legislation were passed.

[296] The appropriate resolution, following the declaration of invalidity of the MMPR, is to suspend the operation of the declaration of invalidity to permit Canada to enact a new or parallel medical marihuana regime. As this regime was created by regulation, the legislative process is simpler than the requirement for Parliament to pass a new law.

[297] The declaration will be suspended for six (6) months to allow the government to respond to the declaration of invalidity”

 

The MMPR has been declared to be of no force and effect, but that declaration is put on hold for 6 months to allow the government to deal with new legislation. In the interim, both the MMPR and MMAR stay in effect pursuant to the terms of the Injunction of Manson J of March 21, 2014.

 

CEN filed a discontinuance of the Application for Judicial Review ('AJR') filed in Canadian Federal Court. 

In no way is the discontinuance of the Application an indication that the Company has abandoned its quest for relief and damages from Health Canada's decision to deny the Company a license under the MMPR Program. CEN Biotech completed everything required under the law and to the specification requested by Health Canada officials in order to achieve the important milestone of a pre-license inspection. 

After the pre-license inspection, the Health Canada inspector recommended licensure as evidenced in the report.  

In its quest for transparency, on October 30, 2014 the company press released the pre-license inspection report. The press release stated “The names and signatures of Health Canada inspectors have been removed to protect their privacy and security. The two minor deficiencies sited in the report were remedied very quickly. Our facility awaits its award of its License to Grow, Harvest and Sell medical marihuana.” A link to the report follows:

https://www.otciq.com/otciq/ajax/showFinancialReportById.pdf?id=128236

The recommendation for licensure is evidenced in the aforementioned link. 

 

 
17

 

 

As stated in the February 3, 2016 press release:  On or about February 2, 2016, CEN Biotech filed a Statement of Claim against the Attorney General of Canada in the Ontario Superior Court of Justice. 

In its claim, CEN Biotech claims the following:

(a) damages for detrimental reliance in the sum of FIFTEEN MILLION DOLLARS ($15,000,000.00);

(b) damages for pure economic loss in an undetermined amount;

(c) prejudgment and post judgment interest in accordance with sections 128 and 129 of the Courts of Justice Act, R.S.O. 1990, c. C.43, as amended, and section 31 of the Crown Liability and Proceedings Act, R.S.C., 1985, c. C-50, as amended;

(d) the costs of this proceeding on a substantial indemnity basis, plus all applicable taxes; and

(e) such further and other Relief as to this Honorable Court may seem just.

http://finance.yahoo.com/news/creative-edge-nutrition-inc-announces-121300187.html

Most recently, the license sought by the company under the MMPR has been declared to be of no force and effect by the Federal Court (but that declaration is put on hold for 6 months to allow the government to deal with new legislation).

In the interim, both the MMPR and MMAR stay in effect pursuant to the terms of the Injunction of Manson J of March 21, 2014. A link to the courts decision follows:

 

http://cas-cdc-www02.cas-satj.gc.ca/rss/T-2030-13%20reasons%2024-02-2016%20(ENG).pdf

The company, in consultation with its legal strategists and attorneys have made the decision to file a discontinuance of the Judicial review and continue on with its suit against Health Canada in Ontario Superior Court. 

This decision was made because a license issued in a program deemed unconstitutional appears to hold no intrinsic value. Although the continuance of the Judicial Review would allow Bahige (Bill) Chaaban, the President & CEO of CEN Biotech Inc the ability to fight the libel to his name, it is in the best interest of shareholders to pursue the best legal avenue for the company, this being the Ontario Superior court suit. 

 

OMB HEARING:

 

CEN Biotech in conjunction with the property owner of 20 North Rear Rd filed appeals to the Town of Lakeshores zoning bylaws and the Official Plan regarding Medical Marihuana facilities.

 

The property owner withdrew his appeal before the OMB. CEN filed a discontinuance of its Appeal before the Ontario Municipal Board. 

 

In no way is the discontinuance of the Appeal an indication that the Company has abandoned its quest for relief and damages from Health Canada's decision to deny the Company a license under the MMPR Program and the Town of Lakeshore’s interference with the company’s licensing process.

 

Most recently, the license sought by the company under the MMPR has been declared to be of no force and effect by the Federal Court (but that declaration is put on hold for 6 months to allow the government to deal with new legislation).

 

In the interim, both the MMPR and MMAR stay in effect pursuant to the terms of the Injunction of Manson J of March 21, 2014. A link to the courts decision follows:

 

http://cas-cdc-www02.cas-satj.gc.ca/rss/T-2030-13%20reasons%2024-02-2016%20(ENG).pdf

Date: 20160224 Docket: T-2030-13 Citation: 2016 FC 236 ...

cas-cdc-www02.cas-satj.gc.ca

Date: 20160224 . Docket: T-2030-13 . Citation: 2016 FC 236 . BETWEEN: NEIL ALLARD, TANYA BEEMISH, DAVID HEBERT AND SHAWN DAVEY Plaintiffs

 

 

The company, in consultation with its legal strategists and attorneys have made the decision to file a discontinuance of the Ontario Municipal Board Appeal.  The company will continue on with its suit against Health Canada in Ontario Superior Court. It is likely that the Town of Lakeshore will be added as a party to the lawsuit. 

 

 
18

 

 

This decision was made because a license issued in a program deemed unconstitutional appears to hold no intrinsic value. In light of prospective nationwide legalization, the company believes it is the best use of resources and in the best interest of shareholders to pursue the best legal avenue for the company, this being the Ontario Superior court suit. 

 

ONTARIO SUPERIOR COURT CASE

 

On or about February 2, 2016, CEN Biotech filed a Statement of Claim against the Attorney General of Canada in the Ontario Superior Court of Justice. In its claim, CEN Biotech claims the following:

 

(a) damages for detrimental reliance in the sum of FIFTEEN MILLION DOLLARS ($15,000,000.00);

 

(b) damages for pure economic loss in an undetermined amount;

 

(c) prejudgment and post judgment interest in accordance with sections 128 and 129 of the Courts of Justice Act, R.S.O. 1990, c. C.43, as amended, and section 31 of the Crown Liability and Proceedings Act, R.S.C., 1985, c. C-50, as amended;

 

(d) the costs of this proceeding on a substantial indemnity basis, plus all applicable taxes; and

 

(e) such further and other Relief as to this Honorable Court may seem just.

 

 

Item 1A.

Risk Factors

 

You should be aware that there are various risks to an investment in our common stock. You should carefully consider these risk factors, together with all of the other information included in this Form 10-Q, before you decide to invest in shares of our common stock.

 

If any of the following risks develop into actual events, then our business, financial condition, results of operations and/or prospects could be materially adversely affected. If that happens, the market price of our common stock, if any, could decline, and investors may lose all or part of their investment.

 

CEN Biotech, Inc. Announces the use of Social Media For Company Announcements in addition to Press Releases

 

As done by its former parent company Creative Edge Nutrition Inc., CEN Biotech a specialty pharmaceutical company announces that The Securities and Exchange Commission issued a report that makes clear that companies can use social media outlets like Facebook and Twitter to announce key information in compliance with Regulation Fair Disclosure (Regulation FD) so long as investors have been alerted about which social media will be used to disseminate such information. See link below

https://www.sec.gov/News/PressRelease/Detail/PressRelease/1365171513574

Bill Chaaban commented, "In the fast paced business environment, we cannot keep our shareholders up to date with daily press releases on the news wire. The SEC with its forward thinking has allowed companies to update shareholders daily if required through the use of our company’s social media outlets.  This allows our shareholders to make quick educated decisions in their investments.

Risks Related to the Business

 

 

1.

We have a limited operating history as a specialty pharmaceutical company in which to evaluate our business.

 

We plan on being a specialty pharmaceutical business with an initial emphasis on supplying medical marijuana in Canada. However, we have not yet generated any revenues nor received necessary licenses that are needed to commence business. We cannot provide any assurances that we will generate revenues and, if we do, when and how much the initial revenue will be. If we are unable to generate revenue our business will fail.

 

 
19

 

 

 

2.

Our independent registered auditors’ report includes an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.

 

We have not yet generated any revenue and have no committed sources of ongoing debt or equity financing. At March 13, 2017, we had cash of $324,505 and a working capital deficit of $15,083,390. Our independent registered auditors included an explanatory paragraph in their opinion on our financial statements as of and for the year ended December 31, 2016 that states that this lack of resources causes substantial doubt about our ability to continue as a going concern. No assurances can be given that we will generate sufficient revenue or obtain necessary financing to continue as a going concern.

 

 

3.

The failure to become licensed by Health Canada for the production of medical marijuana production may cause us to abandon or seriously delay our business plan.

 

On March 11, 2015, the Company’s application for a license to produce marijuana for medical purposes was formally rejected by Health Canada. The Company filed an application for judicial review in Canadian federal court on April 10, 2015 in order to obtain a reversal of this decision. The outcome of this legal proceeding cannot be predicted. The file is currently making its way through the legal process in Federal Court in Canada. We cannot predict the likely outcome of this litigation. CEN withdrew its application for Judicial Review because the MMPR has been declared to be of no force and effect, but that declaration is put on hold for 6 months to allow the government to deal with new legislation. In the interim, both the MMPR and MMAR stay in effect pursuant to the terms of the Injunction of Manson J of March 21, 2014. The company has withdrawn its application for Judicial Review based on the court’s declaration.

 

 

There is no assurance that our request for a license to produce and market medical marijuana will be approved by Health Canada. Our failure to obtain a license from Health Canada would materially and adversely affect our company's operations, and we would need to revise or abandon our business plan accordingly.

 

 

4.

The town in which our facilities are located is attempting to retroactively change the zoning laws to prevent the growing of marijuana on our site. If the town is successful with this attempt, we would be unable to use our facility as planned.

 

Our site was chosen in conjunction with meetings with the Economic Development Officer for the Town of Lakeshore. We chose this location because of assurances from Town officials stating that the property had the proper zoning to undertake our stated business plan. We also provided a written notice was given to the Town of Lakeshore of our intent to use our agricultural zoned land for growing medical marihuana. We then applied for and received building permits from the Town of Lakeshore. We underwent numerous building inspections from the Town’s building department and successfully closed out the permits. We contend that our site is grandfathered for its agricultural use since we relied on the statements and actions from the Town. The Town is now retroactively attempting to enact a bylaw to change the zoning required. We have filed a claim against the Town before the Ontario Municipal Board but cannot predict the timing or outcome of this action. The property owner withdrew his appeal before the OMB.

 

CEN filed a discontinuance of its Appeal before the Ontario Municipal Board. 

 

In no way is the discontinuance of the Appeal an indication that the Company has abandoned its quest for relief and damages from Health Canada's decision to deny the Company a license under the MMPR Program and the Town of Lakeshore’s interference with the company’s licensing process.

 

 
20

 

 

Most recently, the license sought by the company under the MMPR has been declared to be of no force and effect by the Federal Court (but that declaration is put on hold for 6 months to allow the government to deal with new legislation).

 

In the interim, both the MMPR and MMAR stay in effect pursuant to the terms of the Injunction of Manson J of March 21, 2014. A link to the courts decision follows:

 

http://cas-cdc-www02.cas-satj.gc.ca/rss/T-2030-13%20reasons%2024-02-2016%20(ENG).pdf

Date: 20160224 Docket: T-2030-13 Citation: 2016 FC 236 ...

cas-cdc-www02.cas-satj.gc.ca

Date: 20160224 . Docket: T-2030-13 . Citation: 2016 FC 236 . BETWEEN: NEIL ALLARD, TANYA BEEMISH, DAVID HEBERT AND SHAWN DAVEY Plaintiffs

 

 

The company, in consultation with its legal strategists and attorneys have made the decision to file a discontinuance of the Ontario Municipal Board Appeal.  The company will continue on with its suit against Health Canada in Ontario Superior Court. It is likely that the Town of Lakeshore will be added as a party to the lawsuit. 

 

 

 

5.

Uncertain demand for medical marijuana products may cause our business plan to be unprofitable.

 

Demand for medical marijuana is dependent on a number of social, political and economic factors that are beyond the control of our company. While we believe that demand for medical marijuana will continue to grow in Canada, there is no assurance that such increase in demand will happen or that our business venture will be profitable.

 

 

6.

We may not acquire market share or achieve profits due to competition in the medical marijuana industry.

 

If we receive our license from Health Canada, we will be operating in a highly competitive marketplace with various competitors. Increased competition may result in lower than anticipated gross margins and/or loss of market share, either of which would seriously harm its business and results of operations. Management cannot be certain that we will be able to compete against current or future competitors or that competitive pressure will not seriously harm our business. Some of our potential competitors are much larger and have greater access to capital, sales, marketing and other resources. These competitors may be able to respond more rapidly to new regulations or devote greater resources to the development and promotion of their business model than we can. Furthermore, some of these competitors may make acquisitions or establish co-operative relationships among themselves or with third parties in the industry to increase their ability to rapidly gain market share.

 

 

7.

CEN is and will continue to be completely dependent on the services of our president, Bill Chaaban, the loss of whose services may cause our business operations to cease, and we will need to engage and retain qualified employees and consultants to further implement our strategy.

 

Our operations and business strategy are completely dependent upon the knowledge and business connections of Mr. Chaaban, our President, Chief Executive Officer and Chairman. If he should choose to leave us for any reason or become ill and is unable to work for an extended period of time before we have hired additional personnel, our operations will likely fail. Even if we are able to find additional personnel, it is uncertain whether we could find someone who could develop our business along the lines described in this information statement. We will fail without the services of Mr. Chaaban or an appropriate replacement(s).

 

 
21

 

 

We intend to acquire key-man life insurance on the life of Mr. Chaaban naming us as the beneficiary when and if we obtain the resources to do so and if he is insurable at the time of application. We have not yet procured such insurance, and there is no guarantee that we will be able to obtain such insurance in the future. Accordingly, it is important that we are able to attract, motivate and retain highly qualified and talented personnel and independent contractors.

 

 

8.

Bill Chaaban will make all decisions concerning his compensation for the foreseeable future. These decisions may not be in the best interests of other investors.

 

Mr. Chaaban currently has an employment agreement calling for annual compensation of $1,200,000 per year and will make all decisions determining the amount and timing of his compensation for the foreseeable future until, if ever, we establish a compensation committee of the board of directors. His decisions about compensation may not be in the best interests of other shareholders.

 

 

 

9.

CEN has debt obligations that could adversely affect its business and its ability to meet its obligations and pay dividends.

 

At March 31, 2017, CEN has current notes and loans payable and accrued expenses aggregating $15,407,895 which includes all debt at time of the spin off at February 29, 2016. Since CEN has no current revenue, we will have to locate other sources of debt or equity financing in order to meet these obligations. If we are unable to do so, we may default on some commitments which could have a very negative effect on our business.

 

 

10.

We will be subject to the periodic reporting requirements of the Exchange Act that will require us to incur audit fees and legal fees in connection with the preparation of such reports. These additional costs could reduce or eliminate our ability to earn a profit.

 

Following the filing of our registration statement on Form 10, we became required to file periodic reports with the SEC pursuant to the Exchange Act and the rules and regulations promulgated thereunder. In order to comply with these requirements, our independent registered public accounting firm will have to review our financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel will have to review and assist in the preparation of such reports. The costs charged by these professionals for such services cannot be specifically predicted at this time because factors such as the number and type of transactions that we engage in and the complexity of our reports cannot be determined at this time and will have a major effect on the amount of time to be spent by our auditors and attorneys. However, based on conversations with our professionals, the annual costs are likely to range from $25,000 to $75,000 in the first year or two after our Registration statement goes effective. The incurrence of such costs will obviously be an expense to our operations and thus have a negative effect on our ability to meet our overhead requirements and earn a profit. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly.

  

 

11.

Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

 

 

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

 

 
22

 

 

 

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and/or directors of the Company; and

 

 

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

 

Our internal controls may become inadequate or ineffective if our operations grow, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.

 

 

12.

Our reputation in the industry will be very important as we grow the business, and any negative impact on our reputation could be damaging to our business.

 

As a planned producer and a retailer of a controlled substance in Canada that has been commonly associated with various other narcotics, violence, and criminal activities, there is a risk that our business would result in negative publicity and public opinion.  Lack of understanding and awareness of the medical benefits associated with cannabis is poorly understood across the mainstream public despite various efforts to build such awareness.  These conditions could adversely impact our ability to operate and could have a negative impact on our stock price.

 

 

13.

There are safety operational risks related to the cultivation and storage of our products at the facilities.

 

Given the nature of our planned initial product and its lack of legal availability outside of the therapeutic channels, as well as the planned concentration of abundant stock within one facility, despite meeting or exceeding Health Canada’s security requirements, there remains a risk of shrinkage as well as theft. Also, as an agricultural product, despite meeting or exceeding Health Canada’s requirements regarding good production practices, there remains a risk of diseases and pests impacting not only yield and revenue but overall product quality to consumers.

 

 

14.

There are risks related to the quality and quality control of our products.

 

We may be subject to liability of our products and must ensure quality control of the product at every stage. As a planned manufacturer and distributor of products designed to be ingested by humans, we face an inherent risk of exposure to product liability claims, regulatory action and litigation if our products are alleged to have caused significant loss or injury. In addition, the manufacture and sale of our planned products involve the risk of injury to consumers due to tampering by unauthorized third parties or product contamination. Previously unknown adverse reactions resulting from human consumption of our products alone or in combination with other medications or substances could occur. We may be subject to various product liability claims, including, among others, that our products caused injury or illness, include inadequate instructions for use or include inadequate warnings concerning possible side effects or interactions with other substances. A product liability claim or regulatory action against us could result in increased costs, could adversely affect our reputation with its clients and consumers generally, and could have a material adverse effect on our results of operations and financial condition. There can be no assurances that we will be able to obtain or maintain product liability insurance on acceptable terms or with adequate coverage against potential liabilities. Such insurance is expensive and may not be available in the future on acceptable terms, or at all. The inability to obtain sufficient insurance coverage on reasonable terms or to otherwise protect against potential product liability claims could prevent or inhibit the commercialization of our potential products.

 

 
23

 

 

Risks Related to Our Common Stock

 

 

15.

Shareholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through issuance of additional shares of our common stock.

 

We have no committed source of financing. Wherever possible, we may attempt to use non-cash consideration to satisfy obligations or obtain financing. Our board of directors has authority, without action or vote of the shareholders, to issue all or part of the authorized but unissued. In addition, if a trading market develops for our common stock, we may attempt to raise capital by selling shares of our common stock, possibly at a discount to market. These actions would result in dilution of the ownership interests of existing shareholders may further dilute common stock book value, and that dilution may be material.

 

 

 

16.

Currently, there is no established public market for our securities, and there can be no assurances that any established public market will ever develop or that our common stock will be quoted for trading and, even if quoted, it is likely to be subject to significant price fluctuations.

 

As of May 19, 2017, we had not received a trading symbol for our common stock, and there is currently no established public market whatsoever for our securities. A market maker has agreed to file an application with FINRA on our behalf so as to be able to quote the shares of our common stock on the OTCQB maintained by the OTC Markets Group. There can be no assurance that the market maker’s application will be accepted by FINRA nor can we estimate as to the time period that the application will require or that any buying of our shares will ever take place.

 

Because of the possible low price of our securities, many brokerage firms may not be willing to effect transactions in these securities. Purchasers and holders of our securities should be aware that any market that develops in our stock may be subject to the penny stock restrictions.

 

 

17.

Our shares may not become eligible to be traded electronically which would result in brokerage firms being unwilling to trade them.

 

If we become able to have our shares of common stock quoted on the OTCQB, we will then try, through a broker-dealer and its clearing firm, to become eligible with the Depository Trust Company ("DTC") to permit our shares to trade electronically. If an issuer is not “DTC-eligible,” then its shares cannot be electronically transferred between brokerage accounts, which, based on the realities of the marketplace as it exists today (especially the OTCQB), means that shares of a company will not be traded (technically the shares can be traded manually between accounts, but this takes days and is not a realistic option for companies relying on broker dealers for stock transactions - like all companies on the OTCQB. What this boils down to is that while DTC-eligibility is not a requirement to trade on the OTCQB, it is a necessity to process trades on the OTCQB if a company’s stock is going to trade with any volume.

 

We have been advised that DTC retains the right to deny a company the ability to use their depository without providing a reason for the denial. The eligibility review process should include a clean presentation of facts and documents that meet DTC’s standards. Eligibility requirements include that the securities must be: issued in a transaction registered with the SEC pursuant to the Securities Act of 1933, as amended; or issued in a transaction exempt from registration pursuant to a '33 Act exemption, that at the time of the request for DTC eligibility no longer involves transfer or ownership restrictions; or eligible for resale pursuant to Rule 144A or Regulation S under the '33 Act (and must otherwise meet DTC's eligibility criteria).

 

 
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Although we believe that we meet the requirements of DTC listing, there are no assurances that our shares will ever become DTC-eligible or, if they do, how long it will take.

 

 

18.

Our goal is to have our shares listed on the NYSE MKT but cannot predict the likelihood or timing of that happening.

 

Our ultimate goal is to have our shares listed on the NYSE MKT. That market has various requirements regarding a company’s financial condition and other matters like independent directors and other corporate governance matters. We cannot predict the likelihood or timing of being accepted for listing on the NYSE MKT.

 

 

19.

Any market that develops in shares of our common stock may be subject to the penny stock regulations and restrictions pertaining to low priced stocks that will create a lack of liquidity and make trading difficult or impossible.

 

Our shares may be considered a “penny stock.” Rule 3a51-1 of the Exchange Act establishes the definition of a "penny stock," for purposes relevant to us, as any equity security that has a minimum bid price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to a limited number of exceptions which are not available to us. This classification will severely and adversely affects any market liquidity for our common stock if our shares have a market price of less than $5.00 per share. We cannot predict the likely price of our shares if a market does develop.

 

 

20.

The market for penny stocks has experienced numerous frauds and abuses that could adversely impact investors in our stock.

 

CEN cannot predict the likelihood of a market developing for our shares or, if developed, what the share price will be. If the price per share is less than $5.00, the shares will be considered to be penny stocks. Company management believes that the market for penny stocks has suffered from patterns of fraud and abuse. Such patterns include:

 

 

Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;

 

 

Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

 

 

"Boiler room" practices involving high pressure sales tactics and unrealistic price projections by sales persons;

 

 

Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and

 

 

Wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

 

 

21.

CEN is a Canadian company which may make it difficult for U.S. shareholders to enforce legal judgements.

 

CEN is a Canadian Company. As such it may be difficult and expensive to enforce legal judgements issued by a court in the United States against CEN and possibly its officers or directors. Similarly, it may be difficult and expensive for an American shareholder to bring litigation against CEN or its officers and directors in a Canadian court.

 

 
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22.

We do not expect to pay cash dividends in the foreseeable future.

 

We have never paid cash dividends on our common stock. We do not expect to pay cash dividends on our common stock at any time in the foreseeable future. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our board of directors will consider. Since we do not anticipate paying cash dividends on our common stock, return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock.

 

 

23.

Because we may not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protection against interested director transactions, conflicts of interest and similar matters.

 

The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York Stock Exchange and the Nasdaq Stock Market, as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities that are listed on those exchanges or the Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions, we have not yet adopted these measures.

 

We do not currently have independent audit or compensation committees. As a result, our president has the ability, among other things, to determine his own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest, if any, and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations.

 

We intend to comply with all corporate governance measures relating to director independence as and when required. However, we may find it very difficult or be unable to attract and retain qualified officers, directors and members of board committees required to provide for our effective management as a result of Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may make it more costly or deter qualified individuals from accepting these roles.

 

 

24.

Market uncertainties in Canada for Medical Marijuana.

 

The Canadian Government has indicated that it intends to legalize the use of medical marijuana. With recent court rulings, it appears that the average Canadian may have the ability to grow their own medical marijuana. This could have a tremendous impact on the value of a medical marijuana license. Medical marijuana laws in Canada are in flux and there is uncertainty regarding the value a license may have.

 

 

 

   For all of the foregoing reasons and others set forth herein, an investment in our securities in any market that may develop in the future involves a high degree of risk.

 

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

 

  None

 

Item 3 Defaults upon Senior Securities

 

  None

 

 

 
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Item 4 Mine Safety Disclosures

 

  N/A

 

 

Item 5 Other Information

 

  None

 

 

Item 6 Exhibits

 

 

 

 

Exhibit Number

Description

31.1

Section 302 Certification of Chief Executive Officer and Chief Financial Officer

32.1

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002

   

101.INS XBRL

Instance Document

101.SCH XBRL

Taxonomy Extension Schema Document

101.CAL XBRL

Taxonomy Extension Calculation Linkbase Document

101.DEF XBRL

Taxonomy Extension Definition Linkbase Document

101.LAB XBRL

Taxonomy Extension Label Linkbase Document

101.PRE XBRL

Taxonomy Extension Presentation Linkbase Document

 

 

 

 

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

CEN Biotech, Inc. 

 

(Registrant) 

 

 

 

By:

/s/Bill Chaaban

 

Bill Chaaban

Chief Executive and Chief Financial Officer

   
   
  May 19, 2017

 

 

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