10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-K

☒   Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2019

☐   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 000-55557 

CEN BIOTECH, INC.

(Exact name of registrant as specified in its charter)

Ontario, Canada	-
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
7405 Tecumseh Road East Suite 300 Windsor, Ontario Canada	N8T 1G2
(Address of principal executive offices)	(Zip code)

(519) 419-4958 

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, No Par Value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities 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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 checkmark 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 whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of June 30, 2019, the last business day of the registrant’s most recently completed second fiscal quarter, there were 9,380,433 shares of common stock, no par value per share, outstanding that were held by non-affiliates. The Registrant’s common stock has not traded on the OTC Markets or elsewhere and, accordingly, there is no aggregate “market value” to be indicated for such shares that is based on any market price.

As of April 14, 2020, there were 27,013,363 shares of common stock, no par value per share (“common stock”), of the registrant outstanding.

DOCUMENTS INCORPORATED BY REFERENCE 

NONE  

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TABLE OF CONTENTS

PART I
ITEM 1	BUSINESS	4
ITEM 1A	RISK FACTORS	8
ITEM 1B	UNRESOLVED STAFF COMMENTS	17
ITEM 2	PROPERTIES	17
ITEM 3	LEGAL PROCEEDINGS	17
ITEM 4	MINE SAFETY DISCLOSURES	17
PART II
ITEM 5	MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	18
ITEM 6	SELECTED FINANCIAL DATA	19
ITEM 7	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	19
ITEM 7A	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	23
ITEM 8	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	23
ITEM 9	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	23
ITEM 9A	CONTROLS AND PROCEDURES	24
ITEM 9B	OTHER INFORMATION	25
PART III
ITEM 10	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	25
ITEM 11	EXECUTIVE COMPENSATION	30
ITEM 12	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	32
ITEM 13	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	34
ITEM 14	PRINCIPAL ACCOUNTANT FEES AND SERVICES	35
PART IV
ITEM 15	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	36
ITEM 16	FORM 10-K SUMMARY	39

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PART I

ITEM 1. BUSINESS

 Special Note Regarding Forward-Looking Statements

This Annual Report of CEN Biotech, Inc. (“CEN,” “we,” “us,” “our” or the “Company”) includes “forward-looking statements” that represent our beliefs, projections and predictions about future events. There are statements in this annual report that are not historical facts. All statements other than statements of historical fact are “forward-looking statements,” including any projections of earnings, revenue or other financial items, any statements of the plans, strategies and objectives of management for future operations, any statements concerning proposed new projects or other developments, any statements regarding future economic conditions or performance, any statements of management’s beliefs, goals, strategies, intentions and objectives, and any statements of assumptions underlying any of the foregoing. These “forward-looking statements” can be identified by use of terminology such as “anticipate,” “believe,” “estimate,” “expect,” “hope,” “intend,” “may,” “plan,” “positioned,” “project,” “propose,” “should,” “strategy,” “will,” or any similar expressions, as well as statements in the future tense. These statements are necessarily subjective and involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from any future results, performance or achievements described in or implied by such statements. Factors that may cause actual results, our performance or achievements, or industry results to differ materially from those contemplated by such forward-looking statements include, without limitation, those discussed in “Item 1A. Risk Factors” of this Annual Report.

Forward-looking statements are based on information available at the time those statements are made and management’s belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Although we believe that our assumptions underlying such forward-looking statements are reasonable, we do not guarantee our future performance, and our actual results may differ materially from those contemplated by these forward-looking statements. Our assumptions used for the purposes of the forward-looking statements made in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances, including the development of our lines of business and any products that we may manufacture or sell and our ability to raise additional funding sufficient to implement our strategy, as well as assumptions regarding Canadian and U.S. laws regarding the consumer or retail sale of marijuana products and accessories and the manufacture and distribution of such products and accessories, including zoning and banking regulations. We also assume that we will be able to raise additional capital to fund our operations while we develop a line of business to generate net revenues. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. In light of these numerous risks and uncertainties, we cannot provide any assurance that the results and events contemplated by our forward-looking statements contained in this annual report will in fact transpire. These forward-looking statements are not guarantees of future performance. You are cautioned to not place undue reliance on these forward-looking statements. We do not undertake any obligation to update or revise any forward-looking statements.

Cautionary Note Regarding Industry Data

Unless otherwise indicated, information contained in this Annual Report concerning our Company, our business, the services we provide and intend to provide, our industry and our general expectations concerning our industry are based on management estimates. Such estimates are derived from publicly available information released by third party sources, as well as data from our internal research, and reflect assumptions made by us based on such data and our knowledge of the industry, which we believe to be reasonable.

Background

CEN Biotech, Inc. (“we,” “us,” “our” or “CEN” or the “Company”) is a Canadian holding company, incorporated in Canada on August 4, 2013 as a subsidiary of Creative Edge Nutrition, Inc. (“Creative”), a Nevada corporation. Creative separated its planned specialty pharmaceutical business located in Canada by transferring substantially all of the assets and liabilities of the planned specialty pharmaceutical business to CEN and effecting a distribution (the “Spin-Off Distribution”) of CEN common stock to Creative shareholders on February 29, 2016. The Spin-Off Distribution was intended to be tax free for U.S. federal income tax purposes.

Prior to the Spin-Off Distribution, CEN initially pursued the cannabis business in Canada and obtained funding to build the initial phase of its comprehensive seed-to-sale facility and applied to obtain a license in Canada to begin operating its state-of-the-art medical marijuana cultivation, processing, and distribution facility in Lakeshore, Ontario. On March 11, 2015, the Company’s application for a license to produce marijuana for medical purposes was formally rejected by Canadian regulatory authority. On February 1, 2016 the Company commenced legal action against the Attorney General of Canada in the Ontario Superior Court of Justice for damages for detrimental reliance, economic loss, and prejudgment and post judgment interest, costs of the proceeding and other relief that the court may seem just. As of April 14, 2020 the action in the Ontario Superior Court of Justice is still ongoing. We are currently in the discovery phase in our lawsuit with Health Canada. We have requested to depose a senior level Health Canada employee who spearheaded the medical marijuana program. After evaluating this action, the Company decided to not pursue the development of its medical marijuana business and instead to seek to develop and pursue other businesses that are related to cannabis and other industries, including Light Emitting Diode (“LED”) lighting and hemp-based industrial, medical and food products that have a tetrahydrocannabinol (“THC”) that is below 0.3%.

 We are currently focused on the manufacturing, production and development of products within the cannabis industry, including LED lighting technology and hemp-based products. The Company intends to continue to explore the usage of hemp, which it now intends to cultivate for usage in industrial, medical and food products.  

Our principal office is located at 7405 Tecumseh Road East Suite 300, Windsor, Ontario, Canada, N8T 1G2 and our phone number is (519) 419-4958. Our corporate website is located at http://www.cenbiotechinc.com. The information on our website is not part of this report and is not incorporated herein.

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At present we are not able to estimate if or when we will be able to generate any revenues. Our consolidated financial statements have been prepared assuming that we will continue as a going concern; however, given our recurring losses from operations, management, as well as our auditors, have determined there is substantial doubt about our ability to continue as a going concern.

Overview   

The Company has acquired the right to use a patent related to LED Lighting, as further discussed below, and intends to explore development opportunities of the LED lighting technology across manufacturing operations and intends to explore licensing opportunities across industries such as the horticultural industry, including for the purpose of growing marijuana, as well as the automotive, industrial and commercial lighting industries.     

On December 14, 2017, the Company entered into an agreement with Bill Chaaban, our President and Chairman, and Usamakh Saadikh, a member of our board of directors, to acquire a 51% interest in Cen Ukraine LLC (“CEN Ukraine”), which currently holds a license, granted by the federal government of Ukraine, for the cultivation and processing of cannabis sativa for industrial, supplement, pharmaceutical and other purposes in Ukraine. As of April 14, 2020, the agreement has not yet closed as the Company needs to raise additional funds in order to proceed with the closing. After closing this acquisition, the Company intends to use the assets to continue to explore the usage of hemp, which it intends to cultivate for industrial, medical and food products. In addition, the Company intends to explore the development of medicinal marijuana outside of the United States.

Hemp is related to cannabis as both are classified under the same botanical category of Cannabis sativa L. A significant difference between the two is that recreational cannabis has significant amounts of tetrahydrocannabinol (THC) (5–20%), a psychotropic cannabinoid and very little amounts of CBD (cannabidiol) and CBG (cannabigerol), which have no psychotropic properties, whereas industrial hemp has virtually no THC (less than 0.3%). This level of THC in industrial hemp is not enough to provide psychotropic effects, which renders industrial hemp useless for recreational use or abuse. Canada, China and the United Kingdom are examples of major industrialized countries that we believe have grown industrial hemp responsibly and that derive maximum economic benefits from its cultivation.

Hemp is a plant easy to cultivate, with predictable harvests and produces overall negative carbon print compared to other agricultural sources used for production of biodiesels among other uses. Industrial hemp is rich in proteins and essential amino acids, which may render it as a preferred source of food and animal feed.

LED Lighting

On September 12, 2016, the Company executed an agreement dated August 31, 2016, as amended, to acquire a patent related to LED Lighting, from Tesla Digital, Inc., a Canadian Corporation, Tesla Digital Global Group, Inc., and Stevan Pokrajac (the “Sellers”). The patent intangible remains in escrow in the name of Tesla Digital, Inc. until full settlement of the terms of the agreement. In the interim, pursuant to the agreement, CEN has the rights to use the patented technology. In connection with the acquisition the Company agreed to issue, at the closing, one million shares of common stock to the Sellers. It is planned that Mr. Pokrajac will become an employee of an LED subsidiary that the Company plans to form, but which has not yet been formed, in connection with the development of the acquired technology, with compensation of $200,000 per year commencing with the start of operations after the acquisition is completed.

The Company intends to explore using the LED Lighting across manufacturing operations and licensing opportunities across multiple industries such as the horticultural industry, including for the purpose of growing marijuana, as well as the automotive, industrial and commercial lighting industries.

Hemp and Medical Marijuana

On December 14, 2017, the Company entered into a Controlling Interest Purchase Agreement (the “Agreement”) with Bill Chaaban, our President and Chairman of the Board of Directors, and Usamakh Saadikh to acquire 51% of the outstanding equity interests in Cen Ukraine, a corporation that was organized and has its principal offices in Ukraine. The agreement, which is subject to certain conditions, has not closed as of April 14, 2020 as the Company needs to raise additional funds in order to proceed with the closing. Cen Ukraine was founded to seek agricultural and pharmaceutical opportunities in Ukraine. Cen Ukraine currently holds a license, granted by the federal government of Ukraine, for the cultivation and processing of cannabis sativa for industrial, supplement, pharmaceutical and other purposes in Ukraine. The consideration will be paid by issuing common shares of the Company.

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The Company intends, through Cen Ukraine, to continue to explore the usage of hemp, which it intends to cultivate for industrial, medical and food products. In addition, the Company intends to explore the development of medicinal marijuana outside of the United States.

The Company’s initial plans for the development of non-marijuana grade hemp include targeting the automotive industry to supply hemp fiber, and investigating other industrial applications, and developing hemp nutritional supplement and beverage products for the distribution through the extensive Ukrainian pharmacy network.

Industrial hemp has many uses, including paper, textiles, biodegradable plastics, construction, health food, and fuel.  It also runs parallel with the "Green Future" objectives that are becoming increasingly popular. Hemp requires little to no pesticides or herbicides, controls erosion of the topsoil, and produces oxygen. Furthermore, hemp can be used to replace many potentially harmful products, such as tree paper the processing of which uses chlorine bleach, which results in the waste product polychlorinated dibensodioxins, popularly known as dioxins, which are carcinogenic, and contribute to deforestation, cosmetics, and plastics, most of which are petroleum-based and do not decompose easily. The strongest chemical needed to whiten the already light hemp paper is non-toxic hydrogen peroxide.

In addition, the Company intends to explore the development of legal medicinal marijuana outside of the United States.

Raw Materials and Components

We may utilize strategic partners, contract manufacturers, and/or other third-party suppliers for the production of our LED Lighting Products. The raw materials and supplies required for the production of our lighting products may be available, in some instances from one supplier, and in other instances, from multiple suppliers. In those cases where raw materials are only available through one supplier, such supplier may be either a sole source (the only recognized supply source available to us) or a single source (the only approved supply source for us among other sources). We, our strategic partners, contract manufacturers, and/or other third-party suppliers will adopt appropriate policies to attempt, to the extent feasible, to minimize our raw material supply risks, including maintenance of greater levels of raw materials inventory and implementation of multiple raw materials sourcing strategies, especially for critical raw materials. Although to date we have not experienced any significant delays in obtaining any raw materials from suppliers, we cannot provide assurance that we, our strategic partners, contract manufacturers, and/or other third-party suppliers will not face shortages from one or more of them in the future.

Research and Development

On September 12, 2016, the Company executed an agreement to acquire a patent related to LED Lighting, from Tesla Digital, Inc., a Canadian Corporation and Stevan Pokrajac. The patent intangible remains in escrow in the name of Tesla Digital, Inc. until full settlement of the terms of the agreement. As part of the acquisition it is planned that Mr. Pokrajac will become an employee of an LED subsidiary that the Company plans to form, but which has not yet been formed, with compensation of $200,000 per year commencing with the start of operations.

Competition

We expect that our LED Lighting Products will compete against a variety of lighting products, including conventional light sources such as compact fluorescent lamps and High Intensity Discharge (“HID”) lamps, as well as other LED lighting products. Our ability to compete depends substantially upon the superior performance and lower total cost of ownership of our products. We anticipate that the competition for our products will also come from new technologies that offer increased energy efficiency, lower maintenance costs, and/or advanced features. We expect to compete with LED systems produced by large lighting companies, as well as smaller manufacturers or distributors. Some of these competitors offer products with performance characteristics similar to those of our products.

Customers

We currently do not have any customers for our LED Lighting Products and we have not yet developed any hemp-based products.

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Intellectual Property

On September 12, 2016, the Company executed an agreement to acquire assets, including patented LED Lighting, from Tesla Digital, Inc. (a Canadian corporation) and Stevan (Steve) Pokrajac. The patent intangible remains in escrow in the name of Tesla Digital, Inc. until full settlement of the terms of the agreement. In the interim, pursuant to the agreement, CEN has the rights to use the patented technology. In connection with the acquisition the Company agreed to issue one million shares of common stock to the Sellers.

The patent referenced above was issued on May 13, 2014 under Patent No. US 8,723,425 by the United States Patent Office, and has a duration until June 17, 2031.

On October 4, 2018, the Company entered into an amendment to the Share Purchase Agreement (the “PTT Agreement”) by and between the Company and Stevan Pokrajac and Tesla Digital Inc. and Tesla Digital Global Group Inc. to extend the closing date under the PTT Agreement to December 15, 2018. On April 3, 2019, the Company entered into an amendment to the Share Purchase Agreement, which extended the closing date of the PTT Agreement to December 31, 2019. On March 16, 2020, the Company entered into an amendment extending the closing date until December 31, 2021.

Employees

We have four full time employees and no part time employees. We engage consultants to provide us with the services we need to plan and develop our facilities and products.

Recent Developments

On July 31, 2018, the Company entered into a Share Purchase Agreement with AstralENERGY Solar Manufacturing Corporation, LTD ( “AstralENERGY”), a corporation incorporated under the laws of Canada. Under the terms of the Agreement, the Company will acquire (the “Acquisition”) 70% of the outstanding common stock in the capital of AstralENERGY. The Company will issue an aggregate 2,500,000 shares of common stock of the Company as consideration for the Acquisition. AstralENERGY is a manufacturer of architecturally designed solar panels for residential and commercial solar production.  AstralENERGY also has developed integrated multi-function LED street lighting systems. Consummation of the Acquisition is subject to the conditions specified in the Agreement, including the receipt by the Company of the audited financial statements of AstralENERGY, prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). As of April 14, 2020, this transaction has not closed.

On June 21, 2019, the Company entered into a Merger Agreement (the “Merger Agreement’) with Caduceus Software Systems Corp. (“CSOC”), Caduceus Merger Sub, Inc., a Wyoming corporation and a wholly owned subsidiary of CSOC (the “Merger Sub”). Pursuant to the Merger Agreement, the Company, the Merger Sub and CSOC agreed to effect a merger transaction, pursuant to which the Company would merge with and into the Merger Sub, with the Company surviving and being a wholly owned subsidiary of CSOC (the “Merger”). Pursuant to the Merger Agreement, the Company had the unilateral right to terminate the Merger Agreement in the event that the Company’s due diligence review of CSOC and Merger Sub were unsatisfactory to the Company in its sole discretion. Following a careful due diligence review of CEN and Merger Sub, the Board of the Company decided that such due diligence review was unsatisfactory, and therefore the Company terminated the Merger Agreement as of November 27, 2019. There were no termination penalties incurred or payable by the Company in connection with the termination.

On January 27, 2020, a market maker filed a Form 211 Application with the Financial Industry Regulatory Authority ("FINRA") to request permission to quote and trade the securities of CEN Biotech, Inc. on OTC Markets. However, there can be no assurance that FINRA will approve our Form 211 Application. As of April 14, 2020, the application has not been approved.

The outbreak of a novel coronavirus (COVID-19), which the World Health Organization declared in March 2020 to be a pandemic, continues to spread throughout the United States of America and the globe. Many State Governors issued temporary Executive Orders that, among other stipulations, effectively prohibit in-person work activities for most industries and businesses, having the effect of suspending or severely curtailing operations. The extent of the ultimate impact of the pandemic on the Company's operational and financial performance will depend on various developments, including the duration and spread of the outbreak, and its impact on potential customers, employees, and vendors, all of which cannot be reasonably predicted at this time. While management reasonably expects the COVID-19 outbreak to negatively impact the Company's financial condition, operating results, and timing and amounts of cash flows, the related financial consequences and duration are highly uncertain.

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Near Term Operating Plan

Our near-term operating plans are based on us obtaining financing through debt or equity raises of approximately $50,000,000 USD. Generally, the funds are planned to be invested as follows: $25 million in hemp activities, $20 million in LED lighting manufacturing and $5 million in general operating costs. For each of the projects if the Company is able to raise the funds it will take approximately 6 to 9 months to build out the facilities to prepare for operations to begin. There can be no assurance that the Company will be able to raise the foregoing funds or proceed as planned.

ITEM 1A. RISK FACTORS

An investment in our common stock or any other security that may be issued by us involves a high degree of risk. You should carefully consider these risk factors, together with all of the other information included in this Annual Report, 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. You should read the section entitled “Forward-Looking Statements” above for a discussion of what types of statements are forward-looking statements, as well as the significance of such statements in the context of this annual report.

Risks Related to the Business

We have a limited operating history in which to evaluate our business.

We plan to develop our LED lighting business and our cannabis related businesses. However, we have not yet generated any revenue and we have limited historical financial data upon which to base our projected revenue, planned operating expenses or upon which to evaluate our company and our commercial prospects. Based on our limited experience in developing and marketing our businesses, we may not be able to effectively:

● drive adoption of our future products 

● attract and retain customers for our future products;

● provide appropriate levels of customer support for our future products;

● implement an effective marketing strategy to promote awareness of our future products;

● develop, manufacture and commercialize future products or achieve an acceptable return on our research and development efforts and expenses;

● comply with regulatory requirements applicable to our future products;

● anticipate and adapt to changes in our market;

● maintain and develop strategic relationships with vendors and manufacturers to acquire necessary materials for the production of our future products;

● scale our manufacturing activities to meet potential demand at a reasonable cost;

● avoid infringement and misappropriation of third-party intellectual property;

● obtain any necessary licenses to third-party intellectual property on commercially reasonable terms;

● obtain valid and enforceable patents that give us a competitive advantage;

● protect our proprietary technology; and

● attract, retain and motivate qualified personnel.

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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. 

We have not generated any revenue and 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 incurred substantial net losses since our inception and may continue to incur losses for the foreseeable future, as we continue our product development activities. As a result of our limited operating history, we have limited historical financial data that can be used in evaluating our business and our prospects and in projecting our future operating results. Through December 31, 2019, we have accumulated a total deficit of $41,310,172.

As reflected in the consolidated financial statements that are filed with this report, we have been a pre-revenue company with no material amount of earned revenue since our inception. This raises substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to raise additional capital and implement our business plan. If we are unable to achieve or sustain profitability or to secure additional financing on acceptable terms, we may not be able to meet our obligations as they come due, raising substantial doubts as to our ability to continue as a going concern. Any such inability to continue as a going concern may result in our common stock holders losing their entire investment. There is no guarantee that we will become profitable or secure additional financing on acceptable terms. Our consolidated financial statements contemplate that we will continue as a going concern and do not contain any adjustments that might result if we were unable to continue as a going concern. Changes in our operating plans, our existing and anticipated working capital needs, the acceleration or modification of our expansion plans, increased expenses, potential acquisitions or other events will all affect our ability to continue as a going concern.

We may not acquire market share or achieve profits due to competition in the LED lighting, hemp and medical marijuana industry.

Cannabis-based products and the number of companies that produce them have experienced rapid growth in recent years, stemming in part from recent trends toward legalization of cannabis in industrialized countries. Consequently, 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.

The competitive factors facing us include safety, efficacy, price, quality, breadth of product line, manufacturing quality and capacity, service, marketing and distribution capabilities. Our current and future competitors may have greater resources, more widely accepted and innovative products and stronger name recognition than we do. Our ability to compete is affected by our ability, or that of our strategic partners, to:

● develop or acquire new products and innovative technologies;

● obtain regulatory clearance and compliance, when necessary, for our products;

● manufacture and sell our products cost-effectively;

● meet all relevant quality standards for our products in their particular markets;

● respond to competitive pressures specific to each of our geographic and product markets;

● protect the proprietary technology of our products and avoid infringement of the proprietary rights of others;

● market our products;

● attract and retain skilled employees, including sales representatives;

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● maintain and establish distribution relationships; and

● engage in acquisitions, joint ventures or other collaborations.

Competitors could develop products that are more effective, cost less or are ready for commercial introduction before our products. If our competitors are better able to develop and patent products earlier than we can, or develop more effective and/or less expensive products that render our products obsolete or non-competitive, our business will be harmed and our commercial opportunities will be reduced or eliminated.

As some products gain market acceptance, we may experience increased competition for those products as more participants enter the market. Currently, we are not a manufacturer. To the extent that we engage third-party manufacturers or use strategic alliances to produce our products, our manufacturing capabilities may not be adequate or sufficient to compete with large scale, direct or third-party manufacturers. Certain of our potential competitors are larger than us and have longer operating histories, customer bases, greater brand recognition and greater resources for marketing, advertising and product promotion. They may be able to secure inventory from vendors on more favorable terms, operate with a lower cost structure or adopt more aggressive pricing policies. In addition, our potential competitors may be more effective and efficient in introducing new products. We may not be able to compete effectively, and our attempt to do so may require us to increase marketing and/or reduce our prices, which may result in lower margins. Failure to effectively compete could adversely affect our market share, financial condition and growth prospects.

We may rely on third parties to supply and manufacture our proposed products. If these third parties do not perform as expected or if our agreements with them are terminated, our business, prospects, financial condition and results of operations would be materially adversely affected.

We may outsource our manufacturing of our future products to third parties for an indefinite period. Our reliance on contract manufacturers and suppliers exposes us to risks, including the following:

● We rely on our suppliers and manufacturers to provide us with the needed products or components in a timely fashion and of an acceptable quality. An uncorrected defect or supplier’s variation in a component could harm our or our third-party manufacturers’ ability to manufacture, and our ability to sell, products and may subject us to product liability claims.

● The facilities of our third-party manufacturers must satisfy production and quality standards set by applicable regulatory authorities. Regulatory authorities periodically inspect manufacturing facilities to determine compliance with these standards. If we or our third-party manufacturers fail to satisfy these requirements, the facilities could be shut down.

● A third-party manufacturer or supplier could decide to terminate our manufacturing or supply arrangement, including due to a disagreement between us and such third-party manufacturer, if the third-party manufacturer determines not to further manufacture our products, or if we fail to comply with our obligations under such arrangements.

● If any third-party manufacturer makes improvements in the manufacturing process for our products, we may not own, or may have to share, the intellectual property rights to the innovation.

We currently rely on a limited number of suppliers to provide key components for our products. If these or other suppliers become unable to provide components in the volumes needed or at an acceptable price or quality, we would have to identify and qualify acceptable replacements from alternative suppliers. We may experience stoppages in the future. We may not be able to find a sufficient alternative supplier in a reasonable time period, or on commercially reasonable terms, if at all, and our ability to produce and supply our products could be impaired.

To the extent we are able to identify alternative suppliers, qualifying suppliers is a lengthy process. There are a limited number of manufacturers and suppliers that may satisfy applicable requirements. Moreover, a new manufacturer would have to be educated in, or develop substantially equivalent processes for, production of our products, which could take a significant period of time.

Each of these risks could delay the development or commercialization of our products or result in higher costs or deprive us of potential product revenues. Furthermore, delays or interruptions in the manufacturing process could limit or curtail our ability to meet demand for our products and/or make commercial sales, unless and until the manufacturing capability at the facilities are restored and re-qualified or alternative manufacturing facilities are developed or brought on-line and “scaled up.” Any such delay or interruption could have a material adverse effect on our business, prospects, financial condition and results of operations.

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An unexpected interruption or shortage in the supply or significant increase in the cost of components     could limit our ability to manufacture any products, which could reduce our sales and margins.

An unexpected interruption of supply or a significant increase in the cost of components, whether to us or to our contract manufacturers for any reason, such as regulatory requirements, import restrictions, loss of certifications, disruption of distribution channels as a result of weather, terrorism or acts of war, fire, earthquake, or other national disaster, a work stoppage or other labor-related disruption, failure in supply or other logistical channels, electrical outages, or other events, could result in significant cost increases and/or shortages of our products. Our inability to obtain a sufficient amount of products or to pass through higher cost of products we offer could have a material adverse effect on our business, financial condition or results of operations.

We have limited experience in marketing our future products and services.

We have undertaken limited marketing efforts for our future products and services. Our future sales and marketing teams, and/or those of our strategic partners, will compete against the experienced and well-funded sales organizations of competitors. Our future revenues and ability to achieve profitability will depend largely on the effectiveness of our sales and marketing team, and we will face significant challenges and risks related to marketing our services, including, but not limited to, the following:

● the ability of sales representatives to obtain access to or persuade adequate numbers of healthcare providers to promote and/or purchase and use our products and services;

● the ability to recruit, properly motivate, retain, and train adequate numbers of qualified sales and marketing personnel;

● the costs associated with hiring, training, maintaining, and expanding an effective sales and marketing team; and

● assuring compliance with government regulatory requirements affecting the healthcare industry in general and our products in particular.

We may rely to our detriment on third-party distributors for sales, marketing and distribution activities.

We may rely on third-party distributors to sell, market, and distribute any future products. Because we may rely on third-party distributors for sales, marketing and distribution activities, we may be subject to a number of risks associated with our dependence on these third-party distributors, including:

● The failure by us to select or use appropriate distributors, or the ineffectiveness of the sales and marketing strategies of such distributors;

● lack of day-to-day control over the activities of third-party distributors;

● third-party distributors may terminate their arrangements with us on limited or no notice or may change the terms of these arrangements in a manner unfavorable to us for reasons outside of our control; and

● disagreements with our distributors could require or result in costly and time-consuming litigation or arbitration.

If we fail to establish and maintain satisfactory relationships with third-party distributors, we may be unable to sell, market and distribute our products, our future revenues and market share may not grow as anticipated, and we could be subject to unexpected costs which would harm our results of operations and financial condition. 

 If we are unable to obtain and maintain protection of our intellectual property, the value of our products may be adversely affected.

Our business is dependent in part upon our ability to use intellectual property rights to protect our products from competition. To protect our products, we rely on a combination of patent and other intellectual property laws, employment, confidentiality and invention assignment agreements with our employees and contractors, and confidentiality agreements and protective contractual provisions with our partners, licensors and other third parties. These methods, however, afford us only limited protection against competition from other products.

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We attempt to protect our intellectual property position, in part, by filing patent applications related to our proprietary technology, inventions and improvements that are important to our business. However, our patent position is not likely by itself to prevent others from commercializing products that compete directly with our products. In addition, the patent owned by us or issued to us could be challenged, invalidated, or held to be unenforceable. We also note that any patent granted may not provide a competitive advantage to us. Our competitors may independently develop technologies that are substantially similar or superior to our technologies. Further, third parties may design around our patented or proprietary products and technologies.

We rely on certain trade secrets and we may not be able to adequately protect our trade secrets even with contracts with our personnel and third parties. Also, any third party could independently develop and have the right to use, our trade secret, know-how and other proprietary information. If we are unable to protect our intellectual property rights, our business, prospects, financial condition and results of operations could suffer materially.

We may be involved in lawsuits or proceedings to protect or enforce our intellectual property rights or to      defend against infringement claims, which could be expensive and time consuming.

Our success depends in part on our products not infringing on the patents and proprietary rights of other parties. For instance, in the United States, patent applications filed in recent years are confidential for 18 months, while older applications are not published until the patent issues. As a result, there may be patents and patent applications of which we are unaware, and avoiding patent infringement may be difficult.

Litigation may be necessary to enforce our intellectual property rights, protect our trade secrets or determine the validity and scope of the proprietary rights of others. Interference proceedings conducted by a patent and trademark office may be necessary to determine the priority of inventions with respect to our patent applications. Litigation or interference proceedings could result in substantial costs and diversion of resources and management attention. In addition, in an infringement proceeding, a court may decide that a patent of ours is not valid or is unenforceable or may refuse to stop the other party from using the technology at issue on the grounds that our patents do not cover the technology. An adverse determination of any litigation or defense proceedings could put one or more of our patents at risk of being invalidated or interpreted narrowly and could put our patent applications at risk of not issuing. In addition, we may be enjoined from marketing one or more of our products if a court finds that such products infringe the intellectual property rights of a third party.

During litigation, we may not be able to prevent the confidentiality of certain of our proprietary rights because of the substantial amount of discovery required in connection with intellectual property litigation. In addition, during the course of litigation, there could be public announcements of the results of hearings, motions or other interim proceedings or developments. If investors or customers perceive these results to be negative, it could have a material adverse effect on our business, prospects, financial condition and results of operations.

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

At December 31, 2019, CEN has current notes, loans, accounts payable, accrued interest and accrued expenses aggregating $30,868,408. 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 or cause us to cease our business altogether.

We are subject to the periodic reporting requirements of the Exchange Act that require us to perform accounting and reporting obligations with limited resources.

Following the filing of our registration statement on Form 10, we became required to file periodic reports with the Securities and Exchange Commission (the “SEC”) pursuant to the Exchange Act and the rules and regulations promulgated thereunder. The reporting obligations require additional staff or consulting expenses. In addition, we have limited resources to allocate to such compliance functions, which increase the possibility of non-compliance.

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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.

Our participation in the cannabis industry creates the risk that our business may result in negative publicity and public opinion.   In addition, the hemp plant and the cannabis/marijuana plant are both part of the same cannabis sativa genus/species of plant, except that hemp, by definition, has less than 0.3% THC content and is legal under federal and state laws, but the same plant with a higher THC content is cannabis/marijuana, which is legal under certain state laws, but which is not legal under federal law. The similarities between these plants can cause confusion, and our activities with legal hemp may be incorrectly perceived as us being involved in federally illegal cannabis/marijuana. Also, despite growing support for the cannabis/marijuana industry and legalization of cannabis/marijuana in certain U.S. states, many individuals and businesses remain opposed to the cannabis/marijuana industry. Any negative press resulting from any incorrect perception that we have entered into the cannabis/marijuana space could result in a loss of current or future business. It could also adversely affect the public’s perception of us and lead to reluctance by new parties to do business with us or to own our common stock. We cannot assure you that additional business partners, including but not limited to financial institutions and customers, will not attempt to end or curtail their relationships with us. Any such negative press or cessation of business could have a material adverse effect on our business, financial condition, and results of operations.

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

Controlled substance legislation differs between countries and legislation in certain countries may restrict or limit our ability to sell hemp-based consumer products.

Most countries are parties to the Single Convention on Narcotic Drugs 1961, which governs international trade and domestic control of narcotic substances, including cannabis extracts. Countries may interpret and implement their treaty obligations in a way that creates a legal obstacle to our obtaining regulatory approval for our hemp-based consumer products in those countries. These countries may not be willing or able to amend or otherwise modify their laws and regulations to permit our hemp-based consumer products to be marketed, or achieving such amendments to the laws and regulations may take a prolonged period of time. In the case of countries with similar obstacles, we would be unable to market our hemp-based consumer products in countries in the near future or perhaps at all if the laws and regulations in those countries do not change

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

Exchange rate fluctuations between the U.S. dollar, the Canadian dollar and the Ukrainian Hryvnia result in fluctuations in reported amounts from operations in our consolidated financial statements. Currently, the U.S. Dollar is the functional currency, because the bulk of the Company’s transactions have been in U.S. dollars, and because the Company has received the vast majority of its funding in U.S. dollars. Therefore, any change in the exchange rate will affect our reported sales, expenses and net loss. As our Canadian business or planned Ukrainian businesses expand, we will increase our exposure to non-U.S. dollar currencies.

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.

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The JOBS Act will allow us to postpone the date by which we must comply with some of the laws and regulations intended to protect investors and to reduce the amount of information we provide in our reports filed with the SEC, which could undermine investor confidence in our Company.

For so long as we remain an “emerging growth company” as defined in the Jumpstart our Business Startups Act of 2012, or the JOBS Act, we may take advantage of certain exemptions from various requirements that are applicable to public companies that are not “emerging growth companies” including:

• the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that our independent registered public accounting firm provide an attestation report on the effectiveness of our internal control over financial reporting;

• the “say on pay” provisions (requiring a non-binding stockholder vote to approve compensation of certain executive officers) and the “say on golden parachute” provisions (requiring a non-binding stockholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of the Dodd-Frank Act and some of the disclosure requirements of the Dodd-Frank Act relating to compensation of its chief executive officer;

• the requirement to provide detailed compensation discussion and analysis in proxy statements and reports filed under the Exchange Act, and instead provide a reduced level of disclosure concerning executive compensation; and

• any rules that may be adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report on the financial statements.

We may take advantage of these exemptions until we are no longer an “emerging growth company.” We would cease to be an “emerging growth company” upon the earliest of: (i) the last day of the first fiscal year following the fifth anniversary of the completion of this offering; (ii) the last day of the first fiscal year in which our annual gross revenues are $1 billion or more; (iii) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt securities; or (iv) as of the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million as of the end of the second quarter of that fiscal year.

We may take advantage of some, or all, of the reduced regulatory and reporting requirements that will be available to us so long as we qualify as an “emerging growth company.” Our independent registered public accounting firm will not be required to provide an attestation report on the effectiveness of our internal control over financial reporting so long as we qualify as an “emerging growth company,” which may increase the risk that weaknesses or deficiencies in our internal control over financial reporting go undetected. Likewise, so long as we qualify as an “emerging growth company,” we may elect not to provide you with certain information, including certain financial information and certain information regarding compensation of our executive officers, that we would otherwise have been required to provide in filings we make with the SEC, which may make it more difficult for investors and securities analysts to evaluate our company. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions.

Our ability to grow and compete in the future will be adversely affected if adequate capital is not available to us or not available on terms favorable to us.

The ability of our business to grow and compete depends on the availability of adequate capital, which in turn depends in large part on our cash flow from operations and the availability of equity and debt financing. We cannot assure you that our cash flow from operations will be sufficient or that we will be able to obtain equity or debt financing on acceptable terms or at all to implement our growth strategy. As a result, we cannot assure you that adequate capital will be available to finance our current growth plans, take advantage of business opportunities or respond to competitive pressures, any of which could harm our business. Additionally, if adequate additional financing is not available on acceptable terms, we may not be able to continue our business operations. Any additional capital, investment or financing of our business may result in dilution of our stockholders or be on terms and conditions that impair our ability to profitably conduct our business.

Public health epidemics or outbreaks could adversely impact our business.

In December 2019, a novel strain of coronavirus (COVID-19) emerged in Wuhan, Hubei Province, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to several other countries and infections have been reported globally. The extent to which the coronavirus impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the outbreak, new information which may emerge concerning the severity of the coronavirus and the actions to contain the coronavirus or treat its impact, among others. In particular, the continued spread of the coronavirus globally could adversely impact our operations, including among others, our planned future products and could have an adverse impact on our business and our financial results.

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Risks Related to Our Common Stock

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.

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 April 14, 2020, there is currently no established public market whatsoever for our securities.

Because of the possible low price of our securities and certain other factors, many brokerage firms may not be willing to effect transactions in these securities and some market makers have declined to make a market for our common stock. 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.

The Company may be subject to a private right of action for recession or damage.

In connection with the distribution by Creative of CEN’s common stock on February 29, 2016 and the Form 10 registration statement filed by CEN to register its shares of common stock under the Exchange Act, CEN received comments by the Staff of the SEC, including a letter dated May 4, 2016 in which the Staff noted that they “…continue to question the absence of Securities Act registration of the spin-off distribution.” In the event that the distribution of shares of CEN’s common stock was a distribution that required registration under the Securities Act, then the Company could be subject to enforcement action by the SEC that claims a violation of Section 5 of the Securities Act and could be subject to a private right of action for rescission or damages. While we have determined for the purpose of our financial reporting this matter is not material, there can be no assurance that liability will not arise in the future in connection with this matter.

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. 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; or issued in a transaction exempt from registration pursuant to the 1933 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 Securities Act (and must otherwise meet DTC's eligibility criteria).

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.

15

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

Our goal is to have our shares listed on an exchange such as the NYSE American or NASDAQ Capital Market. Each such 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 any application to any such exchange or if any such exchange would approve a listing. We do not currently satisfy the financial requirements for any such listing and may never satisfy such requirements.

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 affect 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.

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.

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

CEN is a Canadian Company. As such it may be difficult and expensive to enforce legal judgments 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.

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.

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.

16

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.

ITEM 1B. UNRESOLVED STAFF COMMENTS

In connection with the distribution by Creative of CEN’s common stock on February 29, 2016 and the Form 10 registration statement filed by CEN to register its shares of common stock under the Exchange Act, CEN received comments by the Staff of the SEC, including a letter dated May 4, 2016 in which the Staff noted that they “…continue to question the absence of Securities Act registration of the spin-off distribution.” In the event that the distribution of shares of CEN’s common stock was a distribution that required registration under the Securities Act, then the Company could be subject to enforcement action by the SEC that claims a violation of Section 5 of the Securities Act and could be subject to a private right of action for rescission or damages. Based on management’s estimate, any potential liability related to this matter would not be material.

ITEM 2. PROPERTIES 

CEN has one facility in Lakeshore, Ontario. 20 North Rear Road is a 10.4 acre site of land that was subleased from Creative. On January 1, 2017 CEN entered into an agreement whereas the old lease was terminated and a new 5 year lease for the property was started. The new lease gives CEN access to the 27,000 sq. foot building containing the 4,000 sq. foot vault and options to lease additional buildings and purchase the property. The new lease rate is $4,000 per month Canadian plus HST tax, and proportioned utilities and property tax. This lease was assigned by the lessor, Jamaal Shaban, cousin of Bill Chaaban, to Jamsyl Group, a third-party, in October 2019.

CEN also leases office space in Windsor, Ontario from RN Holdings LTD. The lease commenced on October 1, 2017 with R&D Labs (whose President is Bill Chaaban) and was subsequently assigned by R&D Labs to RN Holdings Ltd (a third-party) on May 8, 2019. The lease calls for monthly rental payments ranging from $2,608 to $3,390 through September 2027.

ITEM 3. LEGAL PROCEEDINGS

From time to time, we may become party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of our business. We are not currently a party, as plaintiff or defendant, to any legal proceedings that we believe to be material or which, individually or in the aggregate, would be expected to have a material effect on our business, financial condition or results of operation if determined adversely to us. We are currently in the discovery phase in our lawsuit with Health Canada. We have requested to depose a senior level Health Canada employee who spearheaded the medical marijuana program.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

17

Part II

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND PURCHASES OF EQUITY SECURITIES

CEN was incorporated in Canada on August 4, 2013 as a subsidiary of Creative, a public company incorporated in Nevada. Creative distributed all of 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. There is no and has never been any trading market for our common stock, and there is currently no established public market whatsoever for our securities.

There can be no assurance that a liquid market will develop in the foreseeable future. Transfer of our common stock may also be restricted under the securities or blue-sky laws of certain states and foreign jurisdictions. Consequently, investors may not be able to liquidate their investments and should be prepared to hold the common stock for an indefinite period of time.

Holders

As of April 14, 2020, there were approximately 292 stockholders of record of our common stock, according to the records of our transfer agent, and an unknown number of additional holders whose stock is held in ‘street name.’

Dividends

We have never paid any cash dividends on shares of our common stock and do not anticipate that we will pay dividends in the foreseeable future. We intend to apply any earnings to fund the development of our business. The purchase of shares of common stock is inappropriate for investors seeking current or near-term income.

Blue Sky Considerations

Because our securities have not been registered for resale under the blue sky laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue-sky law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. Accordingly, investors should consider any secondary market for the Company’s securities to be a limited one.

Securities Authorized for Issuance under Equity Compensation Plans

We adopted, and our stockholders approved, the Cen Biotech, Inc. 2017 Equity Compensation Plan (the “2017 Plan”), effective as of November 29, 2017. Under such plan, we may grant equity-based incentive awards, including options, restricted stock, and other stock-based awards, to any directors, employees, advisers, and consultants that provide services to us or any of our subsidiaries on terms and conditions that are from time to time determined by us. An aggregate of 20,000,000 shares of our common stock are reserved for issuance under the 2017 Plan. A total of 19,737,120 restricted shares have been granted, 17,712,120 restricted shares have vested as of December 31, 2019, and no restricted stock awards have been forfeited under this plan. Restricted stock awards totaling 1,350,000 shares have not vested as of April 14, 2020.

Equity Compensation Plan Information

The following table summarizes information as of December 31, 2019 about our outstanding restricted stock agreements and shares of common stock reserved for future issuance under our existing equity compensation plans.

Plan category	Number of securities to be issued upon expiration of time restriction		Weighted-average exercise price of outstanding grants		Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by security holders		2,025,000	NA			262,880
Equity compensation plans not approved by security holders		0		0		0
Total		2,025,000		0		262,880

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Recent Sales of Unregistered Securities

Since December 31, 2019 the Company has issued 4 new convertible notes totaling $208,000 with conversion rights to 130,000 common shares.

The unregistered issuance of the convertible notes were issued in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended and the provisions of Regulation D promulgated thereunder or in reliance on the provisions of Regulation S promulgated thereunder.

Issuances of Common Stock:

  During 2019, CEN entered into loans and associated extension agreements with various parties. In consideration for such loans and associated extensions, CEN granted several individuals total aggregate amount of 180,000 unregistered shares of common stock of CEN during the year ended December 31, 2019.

On May 16, 2019, the Company engaged Alex Tarrabain, an existing member of the Company’s Board, to serve as the Company’s Chief Financial Officer and as one of the Vice Presidents of the Company effective May 21, 2019. As compensation for his expanded role, the Company granted 1,250,000 shares of restricted common stock of the Company, of which 350,000 vested immediately and the remaining vesting ratably each month over the next 36 months until May 2022.

Effective October 1, 2019, the Company entered into an agreement with a branding and marketing firm which included, as compensation, a grant of a one-time equity award of 50,000 shares of the Company’s common stock. This award vested immediately.

The unregistered shares of common stock were issued in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended and the provisions of Regulation D promulgated thereunder or in reliance on the provisions of Regulation S promulgated thereunder.

Issuances of Convertible Notes:

During 2019, net convertible notes totaling $1,065,914, convertible into 665,972 shares of common stock, were issued.

The unregistered issuance of the convertible notes were issued in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended and the provisions of Regulation D promulgated thereunder or in reliance on the provisions of Regulation S promulgated thereunder.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Not applicable.

ITEM 6. SELECTED FINANCIAL DATA

We are considered to be a smaller reporting company, as defined by Section 229.10(f)(1) of the Securities Act, and, therefore, are not required to provide the information required by this Item.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The financial data discussed below is derived from our audited consolidated financial statements for the fiscal years ended December 31, 2019 and 2018, which are found elsewhere in this Annual Report on Form 10-K. Our consolidated financial statements are prepared and presented in accordance with generally accepted accounting principles in the United States. The financial data discussed below is only a summary and investors should read the following discussion and analysis of our financial condition and results of our operations in conjunction with our consolidated financial statements and the related notes to those statements included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. Our actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the section entitled “Risk Factors,” and elsewhere in this Annual Report on Form 10-K.

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

At present we are not able to estimate if or when we will be able to generate revenues. Our consolidated financial statements have been prepared assuming that we will continue as a going concern; however, given our recurring losses from operations, our independent registered public accounting firm has determined there is substantial doubt about our ability to continue as a going concern.

Results of Operations

We have incurred recurring losses to date. Our consolidated 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. 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

Fiscal Year Ended December 31, 2019 Compared To Fiscal Year Ended December 31, 2018.

The following table reflects our operating results for the years ended December 31, 2019 and 2018:

Operating Summary	Year ended December 31, 2019			Year ended December 31, 2018			Change
Revenues, net	$	-		$	-			-
Cost of Goods Sold		-			-			-
Gross Profit		-			-			-
Operating Expenses		(2,579,815	)		(4,370,707	)		40.97	%
Net Operating Loss		(2,579,815	)		(4,370,707	)		40.97	%
Other Expense		(3,075,304	)		(3,159,654	)		2.67	%
Net Loss	$	(5,655,119	)	$	(7,530,361	)		24.90	%

Revenue

We recognized no revenue during the twelve months ended December 31, 2019 and 2018 as we have not commenced revenue generating operations as yet.

Operating Expenses

During the fiscal year ended December 31, 2019, our operating expenses were $2,579,815 compared to $4,370,707 during the prior fiscal year. During the twelve months ended December 31, 2019, our operating expenses were comprised of salary and consulting fees of $191,695, stock-based compensation expense of $1,176,600, general and administrative expenses of $1,211,520.

By comparison, during the twelve months ended December 31, 2018, our operating expenses were comprised of salary and consulting fees of $448,463, stock-based compensation expense of $682,000, general and administrative expenses of $1,970,129, and impairment of leasehold improvements of $1,270,115. An impairment assessment as of December 31, 2018 concluded the investment at 20 North Rear Road was substantially impacted by the changes in Canada’s Medical Marihuana Purposes Regulations (MMPR) and the Company reported impairment charges of $1,270,115 in 2018 based upon the assessment related to specialty use elements of the improvements and that at this time, the Company cannot make the final additions that will be necessary for the site to function as a growing space. Expenses incurred during the fiscal year ended December 31, 2019 compared to fiscal year ended December 31, 2018 decreased primarily due to a reduction in general and administrative expenses, related to travel, legal, and other professional fees, and no impairment charges in 2019.

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Other Income and Expense Items

During fiscal year ended December 31, 2019, our other expense, net was $3,075,304 compared to $3,159,654 during the prior fiscal year. During the twelve months ended December 31, 2019, our other income and expense items were comprised of interest expense of $3,307,832 and interest income of $8,252, change in the fair value of our patent acquisition liability of $290,000, and foreign exchange loss of $65,724. By comparison, for the twelve months ended December 31, 2018, our other income and expense items were comprised of interest expense of $2,871,012, interest income of $9,395, change in the fair value of our patent acquisition liability of $390,000, and foreign exchange gain of $91,963. The increase during the year is due to a favorable change to our patent acquisition liability, which was partially offset via additional interest expense on additional notes and loans issued during 2019 to fund operations.

Income Taxes

As of December 31, 2019, the Company has net operating loss carry forwards of approximately $25,700,000 that may be available to reduce future years’ taxable income. As December 31, 2019, the Company has a deferred tax asset of approximately $6,800,000 which has been completely offset by a valuation allowance. The Company believes that it is more likely than not that the carryforwards will expire unused as the Company has not been able to commence revenue generating activities to date.

Net Loss

Our net loss for the fiscal year ended December 31, 2019 was $5,655,119 compared to a net loss of $7,530,361 during the fiscal year ended December 31, 2018 due to the factors discussed above.

Liquidity and Capital Resources

As of December 31, 2019 and 2018, our liquid assets consisted of cash of $3,757 and $3,193, respectively.

As of December 31, 2019, our indebtedness includes a patent acquisition liability of $720,000, accrued interest of $9,585,055, accrued interest to related parties of $1,274,899, as well as loans payable, loans payable to related parties, convertible notes and convertible notes to related parties totaling $20,267,017, with maturity dates as outlined below. The convertible notes are due 2 years from issuance with notes maturing in 2018 through 2021. We are in default of $9,675,000 of debt that is secured by certain equipment that we value at approximately $9,000. As of April 14, 2020 we are currently in default of $6,093,185 of unsecured debt. We expect our operating and administrative expenses to be at least $2,400,000 annually.

Description	Maturity Date	Amount
Loan Payable	6/30/2016	$	9,675,000
Loan Payable	11/21/2018		296,411
Loan Payable – Related Party	12/31/2018		837,600
Loan Payable – Related Party	10/2/2019		300,000
Loan Payable – Share Interest	1/16/2020		150,000
Loan Payable – Share Interest – Related Party	1/16/2020		225,000
Convertible Notes	On Demand		850,519
Convertible Notes	Q2 2018		14,000
Convertible Notes	Q4 2018		68,000
Convertible Notes	Q1 2019		1,046,287
Convertible Notes	Q2 2019		405,000
Convertible Notes	Q3 2019		791,017
Convertible Notes	Q4 2019		457,701
Convertible Notes	Q1 2020		575,800
Convertible Notes	Q2 2020		117,000
Convertible Notes	Q3 2020		514,264
Convertible Notes	Q4 2020		345,824
Convertible Notes	Q1 2021		201,034
Convertible Notes	Q2 2021		332,000
Convertible Notes	Q3 2021		156,519
Convertible Notes	Q4 2021		349,360
Convertible Notes Related Party	Q1 2019		926,368
Convertible Notes Related Party	Q3 2020		1,612,313
Convertible Notes Related Party	Q2 2021		20,000
Total		$	20,267,017

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We intend to fund our expenses through the issuance and sale of additional securities. We do not have any commitments from any persons to purchase any securities and there can be no assurance that we will be able to raise sufficient funds to pay our liabilities as they become due and payable.

Fiscal Year Ended December 31, 2019 Compared To Fiscal Year Ended December 31, 2018.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. During the fiscal year ended December 31, 2019, we used $869,350 in operating activities compared to $1,724,001 during the fiscal year ended December 31, 2018. The decrease between the two periods related primarily to a decrease in our overall net loss and increase in current operational liabilities.

Cash Flows from Investing Activities

Our use of cash flow for investing activities during the fiscal year ended December 31, 2019 totaling $190,000 compared to the prior period of $105,439. During the twelve months ended December 31, 2019, our use of cash flows for investing activities were comprised primarily of advances to CEN Ukraine of $190,000. By comparison, for the twelve months ended December 31, 2018, our use of cash flows for investing activities were comprised primarily of advances to CEN Ukraine of $100,000, which were made to fund the operations of CEN Ukraine.

Cash Flows from Financing Activities

Cash flow provided by financing activities during the fiscal year ended December 31, 2019 totaling $1,059,914 compared to the prior period of $1,747,655. During the fiscal year ended December 31, 2019, we received $1,065,914 through issuance of loans and convertible promissory notes payable to investors to fund our working capital requirements. During 2019, we repaid $6,000 of our debts. During the fiscal year ended December 31, 2018, we received $2,170,887 through issuance of loans and convertible promissory notes payable to investors to fund our working capital requirements. During 2018, we repaid $423,232 of our debts.

CEN has no committed source of debt or equity financing. Our Executive team and Board are seeking additional financing from their 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, 2019 that states that our lack of committed resources causes substantial doubt about our ability to continue as a going concern

Recently Issued Accounting Pronouncements

The Company adopted Accounting Standards Codification (ASC) 842, “Leases” using the modified retrospective approach, effective January 1, 2019, on its consolidated financial statements. The comparative information has not been restated and continues to be reported under the lease accounting standard in effect for those periods.

The new lease standard requires all leases to be reported on the balance sheet as right-of-use assets and lease obligations. We elected the practical expedients permitted under the transition guidance of the new standard.

Accounting Standards Issued But Not Yet Adopted

No applicable and significant upcoming standards were noted by the Company.

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Critical Accounting Policies

The preparation of consolidated 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 consolidated 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 consolidated financial statements includes a summary of the significant accounting policies and methods used in the preparation of our consolidated 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.

Jumpstart Our Business Startups Act of 2012

The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) provides that an emerging growth company can take advantage of certain exemptions from various reporting and other requirements that are applicable to public companies that are not emerging growth companies. We currently take advantage of some, but not all, of the reduced regulatory and reporting requirements that are available to us for as long as we qualify as an emerging growth company. Our independent registered public accounting firm will not be required to provide an attestation report on the effectiveness of our internal control over financial reporting for as long as we qualify as an emerging growth company.

ITEM 7A. 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 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our consolidated financial statements as of December 31, 2018 and 2017 and for the years then ended start on page 42.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

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ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures 

We maintain "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our principal executive officer to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, the Company recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable assurance of achieving the desired control objectives, and we necessarily are required to apply our judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. 

Management's Annual Report on Internal Control over 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 U.S. GAAP and to provide reasonable assurance that information required to be disclosed in the reports that the Company files or submits under 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 U.S. GAAP;

● 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.

Evaluation of disclosure and controls and procedures 

As of December 31, 2019, 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 evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2019.

Revisions to Disclosure Controls and Procedures

Management recognized the need for additional resources in the area of accounting and financial reporting controls and procedures. As a result, we have outsourced the accounting and financial reporting oversight roles to a qualified accounting firm with public company reporting expertise.

Readers are cautioned that internal control over financial reporting, no matter how well designed, has inherent limitations and may not prevent or detect misstatements. Therefore, even effective internal control over financial reporting can only provide reasonable assurance with respect to the financial statement preparation and presentation. 

Changes in Internal Control over Financial Reporting

There have been no changes in the Company's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

The Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, 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.

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This annual 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 annual report.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Set forth below is a list of the names, ages and positions of our directors and executive officers. 

Name	Age	Position(s)
Bahige (Bill) Chaaban	47	President, Chairman of the Board of Directors
Richard Boswell	53	Senior Executive Vice President and Director
Brian Payne	51	Vice President and Director
Harold Aubrey de Lavenu	54	Director
Ameen Ferris	51	Director
Donald Strilchuck	60	Director
Alex Tarrabain	57	Chief Financial Officer and Director
Dr. Usamakh Saadikh	55	Director

Biographies of Directors and Executive Officers

Bahige (Bill) Chaaban is our President, Interim CEO and Chairman of the Board since July 2017. Previously, Mr. Chaaban served as the Chief Executive Officer of CEN Biotech from the company’s inception in August 2013 until July 2017. Mr. Chaaban also serves as the Chief Executive Officer and Chairman of the Board of CEN Biotech Ukraine LLC, since November 2014. Mr. Chaaban founded and served as President of CGIA, Inc., Supplement Group, Inc., F1 Fulfillment, Inc., and Fitness One, Inc. from October 1998 until April, 2016. Mr. Chaaban has over 30 years of experience in the nutrition industry, including, retail, online and wholesale sales, and design and manufacturing of dietary supplements. Mr. Chaaban served as the Chief Executive Officer of Creative Edge Nutrition, Inc. from April 2012 until December 2014. Mr. Chaaban was the founder of Edge Nutrition, which operated retail nutrition stores in the USA and Canada. Mr. Chaaban is a licensed attorney in the USA and Canada. He holds a Bachelor of Commerce degree from the University of Alberta; a Bachelor of Law degree from the University of Windsor; a Juris Doctor from the University of Detroit Mercy; a Master of Laws degree from Wayne State University; and an Honorary Doctorate from the International Personnel Academy. Mr. Chaaban is qualified to serve as President and to continue serving as Chairman of the Board as he founded the company and has helped to create a global footprint for the Company and its subsidiaries. Mr. Chaaban founded and served as President of CGIA, Inc., Supplement Group, Inc., F1 Fulfillment, Inc., and Fitness One, Inc. Mr. Chaaban determined that he could not devote the time necessary to CEN and these businesses. After careful deliberation, these businesses were closed in April, 2016 and bankruptcies were filed for each in April, 2016.

Richard Boswell is our Senior Executive Vice President and a member of our Board since July 2017. Mr. Boswell has 25 years of management experience working with companies of various sizes from start-ups through Fortune 10 listed organizations. His vast array of experience includes multiple industries, such as financial services, automotive, information technology, retail, and consulting. He has held key positions overseeing different functions such as information technology, investment analysis, financial planning, process improvement, sales and technology evaluation. Since February 2011 Mr. Boswell has been providing consulting service to clients through his company, BITS Group Inc. BITS Group Inc. provides business consulting and interim or outsourced executive services. Since January 2014, Mr. Boswell has been providing financial and business services to CEN Biotech through his company. Mr. Boswell holds BBA and MBA from Northwood University. Mr. Boswell also did post graduate studies in strategy and innovation management at Lawrence Technological University. Mr. Boswell’s diverse background and experience working with companies of differing sizes will add valuable contributions to the Board as the Company transitions through growth.

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Brian Payne is our Vice President and a member of our Board since July 2017. Mr. Payne also worked for the Company since July 2015 as our marketing consultant. Mr. Payne is a business and community leader with over 25 years’ experience in domestic and global supply chains, trade and government relations, change management and manufacturing, primarily in the food and agriculture sectors. Mr. Payne began his career in the international trade arena, catering to automotive and heavy manufacturing companies like General Motors, John Deere, and NaviStar. In 1996, Mr. Payne worked for PepsiCo Global Restaurants, responsible for Project Management across the Pizza Hut brand. In 1999, Mr. Payne served as Director of Distribution. In 2002, Mr. Payne served a supply chain function for a national food company. In 2005, Mr. Payne led the supply chain and regulatory compliance functions for Pizza Pizza Ltd. Since May 2012, Mr. Payne has served as President of his own consulting firm, IMS, which specialized in consulting and outsourced executive functions related to manufacturing, supply chain, trade, regulatory and finance areas. Mr. Payne’s client base includes Caesars Entertainment (Las Vegas, NV), Blueline Food Service Distribution (Detroit, MI), The Windsor Essex Economic Development Corporation (Windsor, ON), the Unified Purchasing Group Canada (Toronto, ON) and Thomas Canning (Maidstone) Limited. Mr. Payne served as Vice President of Thomas Canning (Maidstone) Inc. from January 2015 to April 2017. Mr. Payne is active in his community of Windsor Essex where he serves as Vice Chair of the Board of Directors of Hotel Dieu Grace Healthcare, and a Director of The Lakeview Montessori School and the Hospice of Windsor Essex. Mr. Payne holds a BA in Political Science from the University of Windsor. Mr. Payne’s track record of business success and leadership related to distribution and supply chain fills an important role on the Board. Mr. Payne also served as Vice President of Thomas Canning (Maidstone) Inc., though he voluntarily left the employment prior to the owners filing for insolvency proceedings in June 2017.

Harold Aubrey De Lavenu is a member of our Board since July 2017. Mr. Aubrey De Lavenu is a successful businessman with military background, currently based in the South of Portugal.  Mr. De Lavenu has been the director of his company, Hammers ‘n’ Blades, since September 2002. After joining the British Royal Navy in 1983, pursuing a vocation as a Mine Clearance Diver (Navy Seal), Mr. De Lavenu was trained to work as an Explosive Ordinance Disposal Specialist. Mr. Aubrey De Lavenu insights from his vast international experiences will offer excellent cultural perspective to strategic activities of the Board.

Ameen Ferris is a member of our Board since July 2017. Mr. Ferris is a successful entrepreneur who has founded numerous retail/wholesale companies, and brands. In 1991, Mr. Ferris founded the retail chain, Healthy’s Nutrition (“Healthy’s”), a specialty retail company focusing on quality health supplements. Mr. Ferris built a multi-million dollar company with limited resources, and established a thriving Canadian retail chain with warehousing, a full line of private label supplements including, sports nutrition, ailment specific herbal supplements and vitamins. He also co-branded the Healthy’s concept in department stores such as The Hudson Bay Company, Eatons and in select grocery chains. Healthy’s was acquired in 2006 by the publicly traded corporation, Planet Organic. In 2005, Mr. Ferris also established the Low Carb Store, one of Canada’s premier specialty food locations. Mr. Ferris founded Natural Choice Distribution, developing and distributing leading natural supplements, diet products, sports nutrition and therapeutic herbal health supplements. Specializing in brand development, Mr. Ferris entered into an exclusive contract through his own company, Brandrouse, in 2008 through May 2017 by the biotechnology company LivCorp Inc. (a division of Delivra Inc.) with the task of developing their OTC topical product on a start-up budget. From a white label, he established the market orientation and strategy for the brand LivRelief™. His contributions included, strategy, segmentation, targeting and positioning of the brand, involvement and guidance with product development, refinements and extensions, package design of all LivRelief consumer products in Canada, development of LivRelief’s image as a customer-centric brand, marketing and advertising of LivRelief products In May 2017, Mr. Ferris founded the brand consulting firm Brand Rouse. Mr. Ameen complements the board with his strong marketing background.

Donald W. Strilchuck is a member of our Board since July 2017. Mr. Strilchuck has also been a security advisor to CEN Biotech since its inception in August 2013. Prior to being a security advisor to CEN Biotech Mr. Strilchuck was retired from the Windsor Police Department after 32 years, March 2012. Mr. Strilchuck began his career in law enforcement as a cadet in 1979, promoted to patrol officer and was accepted to the Emergency Service Unit, where he became proficient in weapons and tactical response. Mr. Strilchuck served on a joint drug task force, which invests domestic and international occurrences, involving U.S. and other foreign agencies. Mr. Strilchuck was promoted to a supervisory position, and oversaw a team of officers specially trained to deal with street violence and victim assistance. Mr. Strilchuck holds a Law Enforcement Certification from the Ontario Police College. Mr. Strilchuck’s knowledge and experience regarding security and law enforcement combined with his relationships with various agencies makes him an ideal addition to the Board.

Alex Tarrabain is our Chief Financial Officer, effective May 21, 2019, and a member of our Board since July 2017. Between 1981 and 1985, Mr. Tarrabain served as a Youth/Childcare Counsellor for the Government of Alberta. Between 1990 and 1991, Mr. Tarrabain articled with Ernst & Young Chartered Accountants. Between 1991 and 1995, Mr. Tarrabain later served as the Senior Accountant for the County of Strathcona in Sherwood Park, Alberta. In August 1995, Mr. Tarrabain opened his own practice, Tarrabain Accounting, and has been operating in the Edmonton and surrounding area for the past 23 years, through the present. Mr. Tarrabain is a frequent speaker at financial functions and has served on many boards including Prostate Canada, NW Zone Hockey Association, Whitemud West Hockey Association and the Canadian Athletic Club in Edmonton. Mr. Tarrabain earned a Bachelor’s of Commerce from the University of Alberta. Mr. Tarrabain’s experience in public accounting will provide the Board with an excellent resource regarding financial matters of the Company.

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Dr. Usamakh Saadikh, is a member of our Board of Directors and the Vice President of International Business Development since June 2018. Dr. Saadikh has developed many government and business contacts throughout the Middle East and Europe over the past 25 plus years. His skills and relationships are important for CEN Biotech’s international strategy. Since August 2017, Dr. Saadikh has been employed with Eastern Starr Canada, a wholly owned subsidiary of CEN Biotech, in an advisory role, making important introductions related to the development of future opportunities for CEN Biotech. In June 2014, Dr. Saadikh co-founded CEN Biotech Ukraine LLC where he focused on the formation of the company. Prior to 2014, Dr. Saadikh was the general manager of the International Trade Company based in Kiev, Ukraine. Dr. Saadikh holds a BA and a PhD from Moscow Institute of Applied Biotechnology. Dr. Saadikh’s extensive international experience and long-standing relationships with business and governmental contacts make him an ideal addition to the Board of Directors and executive team.

Family Relationships

Alex Tarrabain and Bill Chaaban are brothers-in-law.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past ten years that resulted in a judgment, decree, or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement. Except as set forth in our discussion below in “Certain Relationships and Related Transactions, and Director Independence – Transactions with Related Persons,” none of our directors, director nominees, or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates, or associates which are required to be disclosed pursuant to the rules and regulations of the Commission.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires the Company’s directors and officers, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the Company’s securities with the SEC on Forms 3, 4 and 5. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.

Based solely on the Company’s review of the copies of the forms received by it during the fiscal year ended December 31, 2018 and written representations that no other reports were required, the Company believes that all person who, at any time during such fiscal year, was a director, officer or beneficial owner of more than 10% of the Company’s common stock failed to comply with all Section 16(a) filing requirements during such fiscal years.

Code of Ethics

We adopted a Code of Ethics, which is applicable to our chief executive and principal financial officers and any persons performing similar functions, among others. The Code of Ethics is a written standard designed to deter wrongdoing and to promote:

● honest and ethical conduct,

● full, fair, accurate, timely and understandable disclosure in regulatory filings and public statements,

● compliance with applicable laws, rules and regulations,

● the prompt reporting violation of the code, and

● accountability for adherence to the code.

A copy of our Code of Ethics will be provided to any person without charge, upon written request to the Company at 7405 Tecumseh Road East Suite 300, Windsor, Ontario, N8T 1G2, Canada.

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Board of Directors

We currently have eight directors, two of whom are independent directors. Directors hold office until the completion of their term of office, which is not longer than one year, or until their successors have been elected. Our current directors’ term of office expires when they are replaced or they resign. All officers are appointed annually by the board of directors and serve at the discretion of the board. If at any point we have an even number of directors, the Chairman does not have a casting vote and accordingly tie votes on issues may not be able to be resolved.

All directors will be reimbursed by CEN for any expenses incurred in attending board meetings provided that CEN has the resources to pay these fees. CEN will apply for officers and directors liability insurance at such time when it has the resources to do so.

Board Risk Oversight

The Board has an active role, as a whole, in overseeing risk management. The Board regularly reviews information regarding the Company’s liquidity and operations, as well as the risks associated with each. As our common stock is not yet listed on a national exchange, we are not required under the to maintain any independent committees of our Board of Directors, including an audit committee or a risk management committee. In the event that we list on a national securities exchange we will form the appropriate committees.

Meetings of the Board of Directors 

The Board held 8 formal meetings during 2019.  Each director attended at least 75% of all meetings of the Board during 2019.

Director Independence

Harold Aubrey de Lavenu and Ameen Ferris serve as the Company’s independent directors. Because our common stock is not currently listed on a national securities exchange, we have used the definition of “independence” of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the Company or any other individual having a relationship that, in the opinion of the Company’s Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:

● the director is, or at any time during the past three years was, an employee of the Company;

● the director or a family member of the director accepted any compensation from the Company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);

● a family member of the director is, or at any time during the past three years was, an executive officer of the Company;

● the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the Company made, or from which the Company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);

● the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the Company served on the compensation committee of such other entity; or

● the director or a family member of the director is a current partner of the Company’s outside auditor, or at any time during the past three years was a partner or employee of the Company’s outside auditor, and who worked on the Company’s audit.

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Involvement in Certain Legal Proceedings

Mr. Chaaban, the Company’s current president, chairman of the board and interim chief executive officer, founded and served as President of CGIA, Inc., Supplement Group, Inc., F1 Fulfillment, Inc., and Fitness One, Inc. Mr. Chaaban determined that he could not devote the time necessary to CEN and these businesses. After careful deliberation, these businesses were closed in April, 2016 and bankruptcies were filed for each in April, 2016.

Brian Payne, the Company’s current vice president and a member of its board of directors, as previously a Vice President of Thomas Canning Limited, which filed for bankruptcy protection in June 2017 after Mr. Payne lest his position as Vice President of same in April 2017.

Other that the foregoing, during the past ten years, no present director, executive officer or person nominated to become a director or an executive officer of CEN:

1. had a petition under the federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he/she was a general partner at or within two years before the time of such filing, or any corporation or business association of which he/she was an executive officer at or within two years before the time of such filing, other than as described above. 

2. was convicted in a criminal proceeding or subject to a pending criminal proceeding (excluding traffic violations and other similar minor offenses);

3. was subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him/her from or otherwise limiting his/her involvement in any of the following activities:

i. acting as a futures commission merchant, introducing broker, commodity trading advisor commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

ii. engaging in any type of business practice; or

iii. engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws; or

4. was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of a federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3) (i), above, or to be associated with persons engaged in any such activity; or

5. was found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and for which the judgment has not been reversed, suspended or vacated.

Conflicts of Interest

Certain potential conflicts of interest are inherent in the relationships between our officers and directors and us.

From time to time, one or more of our affiliates may form or hold an ownership interest in and/or manage other businesses both related and unrelated to the type of business that we own and operate. These persons expect to continue to form, hold an ownership interest in and/or manage additional other businesses which may compete with our business with respect to operations, including financing and marketing, management time and services and potential customers. These activities may give rise to conflicts between or among the interests of us and other businesses with which our affiliates are associated. Our affiliates are in no way prohibited from undertaking such activities, and neither us nor our stockholders will have any right to require participation in such other activities.

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Further, because we intend to transact business with some of our officers, directors and affiliates, as well as with firms in which some of our officers, directors or affiliates have a material interest, potential conflicts may arise between the respective interests of us and these related persons or entities. We believe that such transactions will be effected on terms at least as favorable to us as those available from unrelated third parties.

With respect to transactions involving real or apparent conflicts of interest, we have adopted policies and procedures which require that: (i) the fact of the relationship or interest giving rise to the potential conflict be disclosed or known to the directors who authorize or approve the transaction prior to such authorization or approval; and (ii) the transaction be fair and reasonable to us at the time it is authorized or approved by our directors.

ITEM 11. EXECUTIVE COMPENSATION 

The following table sets forth information regarding each element of compensation that we paid or awarded to our named executive officers, and our two highest compensated individuals not serving as executive officers, for the two fiscal years ended December 31, 2019 and 2018, which includes cash compensation, stock options awarded in lieu of cash compensation, and all other compensation:

2019 SUMMARY COMPENSATION TABLE

Name and principal position (a)	Year Ended December 31, (b)	Salary ($) (c)		Bonus ($) (d)		Stock Awards ($) (e)		Option Awards ($) (f)		Non-Equity Incentive Plan Compensation ($) (g)		Nonqualified Deferred Compensation Earnings ($) (h)		All Other Compensation ($) (i)		Total ($) (j)
Bill Chaaban	2019	$	31,200		-	$	279,000		-		-		-		-	$	310,200
President and Interim Chief Executive Officer (effective November 13, 2019)	2018	$	31,200		-	$	279,000		-		-		-		-	$	310,200
Joseph Byrne	2019	$	31,200		-	$	162,750		-		-		-		-	$	196,950
Chief Executive Officer (through November 13, 2019)(1)	2018	$	31,200		-	$	186,000		-		-		-		-	$	217,200
Richard Boswell	2018	$	31,200		-	$	74,400		-		-		-		-	$	105,600
Senior Executive Vice President and Chief Financial Officer (through May 20, 2019)	2018	$	31,200		-	$	74,400		-		-		-		-	$	105,600
Alex Tarrabain	2019	$	18,200		-	$	530,250		-		-		-		-	$	548,450
Vice President and Chief Financial Officer (effective May 21, 2019)	2018		-		-		-		-		-		-		-		-
Brian Payne	2018	$	31,200		-	$	93,000		-		-		-		-	$	124,200
Vice President	2018	$	31,200		-	$	93,000		-		-		-		-	$	124,200

 (1)Joseph Byrne resigned from all positions held with the Company on November 13, 2019.

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Outstanding Equity Awards to Executive Officers at Fiscal Year-End 2019

The following table sets forth information regarding outstanding restricted stock awards to our named executive officers as of December 31, 2019:

	Restricted stock awards
Name	Equity incentive plan awards: Number of non- vested restricted shares outstanding (#)		Equity incentive plan awards: market or payout of unearned shares, units or other rights that have not vested ($)			Award expiration date
Alex Tarrabain (2)		725,000	$	732,250	August 2022
Bahige (Bill) Chaaban (1)		412,500	$	255,750	November 2020
Richard Boswell (1)		110,000	$	68,200	November 2020
Brian Payne (1)		137,500	$	85,250	November 2020

(1) On November 30, 2017, executive officers were granted a one-time equity award of restricted shares of the Company’s common stock pursuant to a Restricted Stock Agreement, provided that the officers continue to be employed by the Company, and will fully vest in the event of a Change in Control, as further described on the Current Report on Form 8-K, filed on December 5, 2017.

(2) On May 16, 2019, Mr. Tarrabain, an executive officer was granted a one-time equity award of restricted shares of the Company’s common stock pursuant to a Restricted Stock Agreement, provided that the officer continue to be employed by the Company, and will fully vest in the event of a Change in Control, as further described on the Current Report on Form 8-K, filed on May 16, 2019.

Compensation of Directors 

The following table sets forth information regarding each element of compensation that we paid or awarded to our non-executive directors for the fiscal year ended December 31, 2019:

Name	Year	Cash Comp.		Equity Awards ($)		All other compensation ($)		Total
Ameen Ferris	2019		-		-		-		-
Harold Aubrey de Lavenu	2019		-		-		-		-
Donald Strilchuck	2019		-		-		-		-
Alex Tarrabain (through May 20, 2019)	2019		-		-		-		-
Dr. Usamakh Saadikh	2019				-		-		-

Employment and Consulting Agreements 

On November 30, 2017, the Company entered into an executive employment agreement (“Employment Agreement”) with certain executives (an “Executive”) of the Company, previously appointed by the Board. Under each Employment Agreement, the Executive with receive a base compensation and restricted stock of the Company, to vest at the earlier of (i) over a three-year period, provided that the Executive continues to be employed by the Company, or (ii) in the event of a change of control in the Company. In the event of termination, the Executive will receive any unpaid salary and reimbursement of expenses. In the event of a Change in Control (as defined in the Employment Agreement) or a strategic transaction, the Board may, but is not obligated to, provide the Executive with additional compensation, including additional stock options or restricted stock, for services outside of the Executive’s general scope of duties and responsibilities. Each Employment Agreement has an indefinite term. Under the respective Employment Agreement:

● Bahige (Bill) Chaaban, President of the Company, Mr. Chaaban will receive compensation in the form of a base annual salary of $31,200 and a grant of 8,750,000 of restricted stock of the Company, of which 7,400,000 vested immediately and the remaining vesting ratably each month over the next 36 months until November 2020. No additional grants of restricted stock were made in 2019 or 2018.

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● Joseph Byrne, Chief Executive Officer of the Company, Mr. Byrne will receive compensation in the form of a base annual salary of $31,200 and a grant of 1,250,000 of restricted stock of the Company, of which 325,000 vested immediately and the remaining vesting ratably each month over the next 36 months until November 2020. No additional grants of restricted stock were made in 2019 or 2018. Effective November 13, 2019, Mr. Byrne resigned and left the Company, at which point additional vesting and salary accruals ceased. As of April 2, 2020, the accrued salaries owed to Joe Byrne which amounted to $58,500 as of December 31, 2019 were settled through keeping his previously issued 337,500 restricted shares that had not vested.

● Richard Boswell, Senior Executive Vice President of the Company, Mr. Boswell will receive compensation in the form of a base annual salary of $31,200 and a grant of 4,500,000 of restricted stock of the Company, of which 4,140,000 vested immediately and the remaining vesting ratably each month over the next 36 months until November 2020. No additional grants of restricted stock were made in 2019 or 2018.

● Brian Payne, Vice President of the Company, Mr. Payne will receive compensation in the form of a base annual salary of $31,200 and a grant of 750,000 of restricted stock of the Company, of which 300,000 vested immediately and the remaining vesting ratably each month over the next 36 months until November 2020. No additional grants of restricted stock were made in 2019 or 2018.

On May 16, 2019, an employment agreement, under similar terms, was entered into with Mr. Tarrabain:

● Under the Employment Agreement with Alex Tarrabain, Chief Financial Officer and as one of the Vice Presidents of the Company, Mr. Tarrabain will receive compensation in the form of a base annual salary of $31,200 and a grant of 1,250,000 shares of restricted stock of the Company, of which 350,000 vested immediately and the remaining vesting ratably each month over the next 36 months until May 2022. No additional grants of restricted stock were made in 2019.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information regarding the ownership of our common stock as of April 14, 2020 for:

● each director;

● each person known by us to own beneficially 5% or more of our common stock;

● each named executive officer; and

● all directors and executive officers as a group.

The amounts and percentages of our common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has the right to acquire beneficial ownership within 60 days. Under these rules more than one person may be deemed a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

Unless otherwise indicated below, to the best of our knowledge each beneficial owner named in the table has sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable.

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Unless otherwise indicated, the address of each named person is c/o Cen Biotech, Inc. 7405 Tecumseh Road East Suite 300, Windsor, Ontario, N8T 1G2, Canada. No shares beneficially owned by any executive officer or director have been pledged as security.

Name	Amount of Beneficial Ownership of Common Stock		Percent of Common Stock(1)
Directors and Executive Officers
Bahige (Bill) Chaaban(2)		7,896,320		29.23	%
Richard Boswell		3,858,071		14.28	%
Brian Payne		774,285		2.87	%
Harold Aubrey de Lavenu(3)		582,301		2.16	%
Ameen Ferris		20,000		*
Donald Strilchuck		1,020,000		3.78	%
Alex Tarrabain(4)		1,433,942		5.31	%
Dr. Usamakh Saadikh		20,000		*
All executive officers and directors as a group (8 persons)		17,210,681		57.63	%
5% Stockholders
Joseph Byrne(5)		1,585,262		5.87	%

(1) Based on 27,013,363 shares of common stock issued and outstanding as of April 14, 2020.

(2) Please note that Bahige (Bill) Chaaban’s shares represented above include 7,893,888 shares held in his name as noted on the shareholder list and 2,432 shares held in a brokerage account. Please note that Mr. Chaaban explicitly disclaims any ownership of 867,576 shares of the Company’s common stock issuable upon conversion of two promissory notes held by his wife Lamia Chaaban totaling $1,388,122 as Mr. Chaaban does not have voting of dispositive power of such shares, nor does he have the power to cause conversion of the note.

(3) Please note that Harold Aubrey de Lavenu shares represented above include 20,000 shares held by him in his name as noted on the shareholder list and 13,321 shares held in a brokerage account, as well as 548,980 shares of the Company’s common stock issuable upon conversion of promissory notes that are issued and outstanding but have not been converted at this time.

(4) Please note that Alex Tarrabain’s shares represented above include 1,382,571 shares held by him in his name as noted on the shareholder list, 21,371 shares held in a brokerage account, as well as 30,000 shares of the Company’s common stock issuable upon conversion of a promissory note that is issued and outstanding but has not been converted at this time.

(5) Please note that Joseph Byrne’s shares represented above include 1,333,142 shares held by him in his name as noted on the shareholder list and 112,000 shares held by his wife, Claire Byrne, over which they both have dispositive and voting control, and also includes 140,120 shares of the Company’s common stock issuable upon conversion of a promissory notes that are issued and outstanding but has not been converted at this time. Joseph Byrne resigned from all positions held with the Company on November 13, 2019.

 ^* Represents beneficial ownership of less than 1% of our outstanding common stock. 

 Shareholder Matters

As an issuer of "penny stock," the protection provided by the federal securities laws relating to forward looking statements does not apply to us as long as our shares continue to be penny stocks. Although the federal securities law provides a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, we will not have the benefit of this safe harbor protection in the event of any claim that the material provided by us, including this Annual Report on Form 10-K, contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading.

As a Canada corporation operating in the Province of Ontario, we are subject to the federal laws of Canada and the provincial laws of Ontario (“Canadian law"). Certain provisions of Canadian law create rights that might be deemed material to our shareholders. Other provisions might delay or make more difficult acquisitions of our stock or changes in our control or might make it more difficult to accomplish transactions that some of our shareholders may believe to be in their best interests.

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Directors' Duties.  Under Canadian law our directors and officers have a fiduciary duty to act honestly and in good faith in the best interests of the company. In determining whether they are acting in the best interests of the company, directors may consider the interests of various stakeholders, including the interests of our shareholders, employees, suppliers, creditors and customers. They can also consider the long-term and short-term interests of the company and our shareholders, including the possibility that these interests may be best served by our continued independence. Our directors may resist a change or potential change in control if they, by a majority vote of a quorum, determine that the change or potential change is opposed to or not in our best interest. Our board of directors may consider these interests or have reasonable grounds to believe that, within a reasonable time, any debt which might be created as a result of the change in control would cause our assets to be less than our liabilities, render us insolvent, or cause us to file for bankruptcy protection

Amendments to Bylaws. Under Canadian law, our board of directors may adopt, alter, amend, or repeal and replace our bylaws, however, any such change requires the approval of the shareholders of the company. 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Transactions with Related Persons 

Loan Agreements

Mr. Chaaban has made several loans to the Company. In March 2018, Mr. Chaaban fully assigned and transferred all rights, title, and interests in his loans and related accrued interest due from CEN to his spouse:

● In December 2014, a loan of $113,348 which bears interest at 10% per annum and is unsecured. This note was extended until December 31, 2018 and is currently in default.

● In 2015, several notes aggregating $109,814 which bears interest at 10% per annum. These notes were due December 31, 2018 and are currently in default.

● In 2016, Bill Chaaban made four additional loans with an aggregate principal balance of approximately $12,938 which bears interest of 10% per annum. These notes were due December 31, 2018 and are currently in default.

● Two convertible notes totaling $1,388,122 which bear interest at 12% per annum. These notes were due December 31, 2018 and have conversion options totaling 867,576 common shares and are currently in default.

On July 12, 2017, the Company elected Harold Aubrey de Lavenu, Alex Tarrabain, and Joe Byrne to serve as Directors on the Board. These individuals hold long term convertible notes payable issued prior to their election of $878,368, $48,000, and $224,191, respectively. The notes payable to Harold and Alex bear interest at 5% and are currently in default. The notes payable to Joe bear interest at 12% per annum and are due in August 2020. These notes are convertible to 719,100 common shares. 

In January 2018, Joe Byrne and his spouse, along with Alex Tarrabain, made short-term loans totaling $150,000 and $75,000, respectively, to the Company. The short-term notes bear interest in the form of common shares at a rate of 1,000 common shares per $25,000 per month and mature monthly.

During 2014 and 2016, a former director of Creative Edge Nutrition, Inc., the former parent company, made loans with an aggregate principal balance of $601,500 which bear interest at 10% per annum. These notes were due December 31, 2018 and are currently in default.

During October 2017, R&D Labs Canada, Inc, whose President is Bill Chaaban and which is owned by Mr. Chaaban’s spouse, made a loan of $300,000 to the Company which bears interest at 8% per annum. This note was due October 2, 2019 and is currently in default.

During June 2019, Darren Ferris, brother of Ameen Ferris, a Director of CEN, made a loan of $20,000 to the Company which bears interest at 5% per annum. This note is convertible to 12,500 common shares with a maturity date of June 19, 2021.

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Leases

The Company leases the office space in Windsor, Ontario from R&D Labs Canada, Inc., whose President is Bill Chaaban.

Controlling Interest in Cen Biotech Ukraine.

On December 14, 2017, the Company entered into a Controlling Interest Purchase Agreement (the “Agreement”) with Bahige (Bill) Chaaban and Usamakh Saadikh.

Under the terms of the Agreement, the Company will acquire (the “Acquisition”) 51% of the outstanding equity interests in Cen Biotech Ukraine LLC (“Cen Ukraine”), a corporation that is organized and has its principal offices in Ukraine. The consideration will be paid by issuing common shares of the Company. The agreement, which is subject to certain conditions, has not closed as of April 14, 2020 as the Company needs to raise additional funds in order to proceed with the closing. The Acquisition was unanimously approved by the independent members of the Board of Directors of the Company. Consummation of the Acquisition is subject to the conditions specified in the Agreement, including the receipt by the Company of the audited financial statements of Cen Ukraine, prepared in accordance with U.S. GAAP.

Advances to Cen Biotech Ukraine

There are advances of $1,065,328 and $875,328 to CEN Ukraine as of December 31, 2019 and 2018, respectively, which were made for the purpose of funding the operations of CEN Ukraine.

Other

During 2017, the Company purchased equipment from R&D Labs Canada, Inc., whose president is Bill Chaaban, in exchange for a $300,000 note payable. This equipment was then sold to CEN Ukraine for a loss of $255,141 in exchange for a $44,859 note receivable, payable in 10 equal installments through 2026. As of December 31, 2019, no payments have been received on this note receivable.

During the years ended December 31, 2019 and 2018, the Company incurred consulting fees with certain board members and officers totaling $154,517 and $150,778, respectively. As of December 31, 2019 and 2018, $263,900 and $124,800, respectively, was payable to these related parties for consulting charges and is included within accrued expenses.

Director Independence

For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 4200(a)(15). See “Directors, Executive Officers and Corporate Governance”—“Director Independence”.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The following table sets forth the aggregate fees billed to the Company by its independent registered public accounting firms for the fiscal years ended December 31, 2019 and 2018.

ACCOUNTING FEES AND SERVICES	2019		2018
Audit fees	$	83,000	$	123,855
Audit-related fees		-		-
Tax fees		5,000		5,000
All other fees		-		-
Total	$	88,000	$	128,855

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The category of “Audit fees” includes fees for our annual audit, quarterly reviews and services rendered in connection with regulatory filings with the SEC, such as the issuance of comfort letters and consents. The Company paid Mazars LLP USA audit fees amounting to $83,000 and $123,855 in 2019 and 2018, respectively.

The category of “Audit-related fees” includes employee benefit plan audits, internal control reviews and accounting consultation.

The category of “Tax fees” includes tax compliance, tax advice, tax planning. The Company accrued an amount for Zeifmans tax fees amounting to $5,000 in 2019. This amount is being reviewed for accuracy of billing and services performed.

The category of “All other fees” generally includes advisory services related to accounting rules and regulations.

All of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for last two fiscal years were approved by our board of directors.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The financial statement schedules and exhibits filed as part of this Annual Report on Form 10-K are as follows: 

a.     Exhibits

Exhibit No.	Description
3.1	Articles of Incorporation of Cen Biotech, Inc. (Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement (Commission file number 000-55557) on Form 10 filed with the SEC January 4, 2016.)
3.2	By-Laws of Cen Biotech, Inc. (Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement (Commission file number 000-55557) on Form 10 filed with the SEC January 4, 2016.)
10.1	Promissory Note, dated December 15, 2014, between Cen Biotech, Inc., Cen Biotech II, Inc. and Global Holdings International, LLC. (Incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement (Commission file number 000-55557) on Form 10 filed with the SEC January 4, 2016.)
10.2	Loan Extension Agreement, dated June 30, 2015, between Cen Biotech, Inc. and Global Holdings International, LLC. (Incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement (Commission file number 000-55557) on Form 10 filed with the SEC January 4, 2016.)
10.3	Promissory Note, dated December 24, 2014, between Cen Biotech, Inc. and Bill Chaaban. (Incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement (Commission file number 000-55557) on Form 10 filed with the SEC January 4, 2016.)
10.4	Commercial Lease Agreement, dated January 1, 2017, between Jamaal Shaban and Cen Biotech, Inc. (Incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K filed with the SEC April 16, 2018.)
10.5	Master Separation and Distribution Agreement, dated November 30, 2015, between Creative Edge Nutrition, Inc. and Cen Biotech, Inc. (Incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement (Commission file number 000-55557) on Form 10 filed with the SEC January 4, 2016.)
10.6	Executive Employment Agreement, effective as of November 30, 2017, between Bahige (Bill) Chaaban and Cen Biotech, Inc. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC December 5, 2017).

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10.7	Executive Employment Agreement, effective as of November 30, 2017, between Joseph Byrne and Cen Biotech, Inc. (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC December 5, 2017).
10.8	Executive Employment Agreement, effective as of November 30, 2017, between Richard Boswell and Cen Biotech, Inc. (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC December 5, 2017).
10.9	Executive Employment Agreement, effective as of November 30, 2017, between Brian Payne and Cen Biotech, Inc. (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC December 5, 2017).
10.10	Cen Biotech, Inc. 2017 Equity Compensation Plan. (Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC December 5, 2017).
10.11	Form of Restricted Stock Agreement for U.S. Persons under Cen Biotech, Inc. 2017 Equity Compensation Plan. (Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC December 5, 2017).
10.12	Form of Restricted Stock Agreement for Canadian Persons under Cen Biotech, Inc. 2017 Equity Compensation Plan. (Incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the SEC December 5, 2017).
10.13	Share Purchase Agreement, dated as of December 11, 2017, between Bahige (Bill) Chaaban and Cen Biotech, Inc. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC December 12, 2017).
10.14	Controlling Interest Purchase Agreement, dated as of December 14, 2017, dated December 14, 2017 between Cen Biotech, Inc., Bahige (Bill Chaaban) and Usamakh Saadikh. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC December 14, 2017).
10.15	Agreement to Lease, dated October 1, 2017 between R&D Labs Canada Inc. and CEN Biotech Inc. (Incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K filed with the SEC April 16, 2018).
10.16	Mutual Consent to Terminate Agreement, dated September 1, 2013 between Jamaal Jime Shaban and CEN Biotech Inc. (Incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K filed with the SEC April 16, 2018.)
10.17	Share Purchase Agreement dated July 31, 2018 between CEN Biotech Inc. and AstralENERGY Solar Manufacturing Corporation, LTD. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC August 6, 2018, 2018).
10.18	Share Purchase Agreement dated August 31, 2016, and executed September 12, 2016, between CEN Biotech, Inc. and Stevan Pokrajac and Tesla Digital Inc. and Tesla Digital Global Group Inc. (Incorporated by reference to Exhibit 10.18 of the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2019).
10.19	Amendment dated March 29, 2018 to Share Purchase Agreement dated August 31, 2016, and executed September 12, 2016, between CEN Biotech, Inc. and Stevan Pokrajac and Tesla Digital Inc. and Tesla Digital Global Group Inc. (Incorporated by reference to Exhibit 10.19 of the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2019).

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10.20	Amending Agreement dated October 4, 2018 to Share Purchase Agreement dated August 31, 2016, and executed September 12, 2016, which was amended on March 29, 2018 by and between CEN Biotech, Inc. and Stevan Pokrajac and Tesla Digital Inc. and Tesla Digital Global Group Inc. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC October 9, 2018).
10.21	Amendment dated April 3, 2019, to Share Purchase Agreement dated August 31, 2016, and executed September 12, 2016, between CEN Biotech, Inc. and Stevan Pokrajac and Tesla Digital Inc. and Tesla Digital Global Group Inc. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC April 8, 2019).
10.22	Share Repurchase Agreement, executed as of November 27, 2018, by and between James L. Robinson and CEN Biotech Inc. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC November 30, 2018).
10.23	Agreement for use of patent between CEN Biotech, Inc. and Stevan Pokrajac and Tesla Digital Inc. and Tesla Digital Global Group Inc., dated .April 15, 2019. (Incorporated by reference to Exhibit 10.23 of the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2019).
10.24	Executive Employment Agreement dated May 16, 2019, between CEN Biotech, Inc. and Alex Tarrabain. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC May 16, 2019).
10.25	Restricted Stock Agreement dated May 16, 2019, between CEN Biotech, Inc. and Alex Tarrabain. (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC May 16, 2019).
10.26	Term Sheet dated May 15, 2019, between CEN Biotech, Inc. and Caduceus Software Systems Corp. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC May 16, 2019).
10.27	Form of Merger Agreement dated June 21, 2019, between CEN Biotech, Inc. and Caduceus Software Systems Corp. and Caduceus Merger Sub, Inc. (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC June 21, 2019).
10.28	Amendment No. 1 to Merger Agreement, dated August 27, 2019, by and between CEN Biotech, Inc. and Caduceus Software Systems Corp. and Caduceus Merger Sub, Inc. (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC August 29, 2019).
10.29	Amendment No. 2 to Merger Agreement, dated August 28, 2019, by and between CEN Biotech, Inc. and Caduceus Software Systems Corp. and Caduceus Merger Sub, Inc. (Incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed with the SEC August 29, 2019).
10.30	Departure of Joseph Byrne from CEN Biotech, dated November 13, 2019, (Incorporated by reference to Exhibit 17.1 to the Company’s Current Report on Form 8-K filed with the SEC November 18, 2019).
10.31	Termination of Merger Agreement, dated November 27, 2019, by and between CEN Biotech, Inc. and Caduceus Software Systems Corp. and Caduceus Merger Sub, Inc. (Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC November 27, 2019).
10.32	A market maker filed a Form 211 Application with the Financial Industry Regulatory Authority ("FINRA"), dated January 27, 2020, (Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC January 28, 2020).
10.33	Amendment dated March 16, 2020, to Share Purchase Agreement dated August 31, 2016, and executed September 12, 2016, between CEN Biotech, Inc. and Stevan Pokrajac and Tesla Digital Inc. and Tesla Digital Global Group Inc. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC March 17, 2020)
21.1	Subsidiaries of Cen Biotech, Inc.*

38

31.1 Certification of Chief Executive Officer pursuant to Exchange Act Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

31.2	Certification of the Chief Financial Officer pursuant to Exchange Act Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2	Certification of the Chief Financial Officer 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
101.SC	XBRL Taxonomy Extension Schema
101.CA	XBRL Taxonomy Extension Calculation
101.DE	XBRL Taxonomy Extension Definition
101.LA	XBRL Taxonomy Extension Labels
101.PR	XBRL Taxonomy Extension Presentation

*Filed herewith.

b.     Financial Statement Schedules

None

ITEM 16. FORM 10-K SUMMARY

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Date: April 14, 2020	By:	/s/ Bahige Chaaban
		Name: Bahige Chaaban
		Title: Interim Chief Executive Officer (principal executive officer)

Dated: April 14, 2020	/s/ Alex Tarrabain
	Name: Alex Tarrabain
	Title: Chief Financial Officer (principal financial and accounting officer)

39

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Dated: April 14, 2020	/s/ Bahige (Bill) Chaaban
	Name: Bahige (Bill) Chaaban
	Title: Director

Dated: April 14, 2020	/s/ Richard Boswell
	Name: Richard Boswell
	Title: Director

Dated: April 14, 2020	/s/ Brian Payne
	Name: Brian Payne
	Title: Director

Dated: April 14, 2020	/s/ Harold Aubrey de Lavenu
	Name Harold Aubrey de Lavenu
	Title: Director

Dated: April 14, 2020	/s/ Ameen Ferris
	Name: Ameen Ferris
	Title: Director

Dated: April 14, 2020	/s/ Donald Strilchuck
	Name: Donald Strilchuck
	Title: Director

Dated: April 14, 2020	/s/ Alex Tarrabain
	Name: Alex Tarrabain
	Title: Director

Dated: April 14, 2020	/s/ Dr. Usamakh Saadikh
	Name: Dr. Usamakh Saadikh
	Title: Director

40

Consolidated Financial Statements:

Contents	Page
Report of Independent Registered Public Accounting Firm	42
Consolidated Balance Sheets	43
Consolidated Statements of Operations	44
Consolidated Statements of Shareholders’ Deficit	45
Consolidated Statements of Cash Flows	46
Notes to the Consolidated Financial Statements	47

41

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of CEN Biotech, Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of CEN Biotech, Inc. and subsidiary (the “Company”) as of December 31, 2019 and 2018, and the related consolidated statements of operations, shareholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. 

Explanatory Paragraph Regarding Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the consolidated financial statements, the Company has incurred significant operating losses and negative cash flows from operations since inception. The Company also had an accumulated deficit of $41,310,172 at December 31, 2019. The Company is dependent on obtaining necessary funding from outside sources, including obtaining additional funding from the sale of securities in order to continue their operations. The COVID-19 pandemic has hindered the Company’s ability to raise capital. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 4. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. 

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Mazars USA LLP

We have served as the Company’s auditor since 2018.

New York, New York

April 14, 2020

42

CEN BIOTECH, INC. AND SUBSIDIARY

Consolidated Balance Sheets

December 31, 2019 and 2018

	2019			2018
ASSETS
Current assets
Cash and cash equivalents	$	3,757		$	3,193
Property, plant and improvements
Property and equipment, net		148,125			166,509
Other assets
Operating lease right-of-use assets		229,284			-
Other receivable		424,110			418,905
Note receivable - related party		44,859			44,859
Advances to CEN Biotech Ukraine LLC - related party		1,065,328			875,328
Intangible assets, net		5,380,959			5,805,771
Total assets	$	7,296,422		$	7,314,565
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accounts payable	$	181,266		$	206,521
Loans payable		10,121,411			10,107,205
Loans payable – related parties		1,362,600			1,360,806
Convertible notes payable		5,185,412			3,597,760
Convertible notes payable- related parties		2,538,681			926,368
Accrued interest		9,585,055			6,860,494
Accrued interest – related parties		1,274,899			946,227
Operating lease liabilities		44,361			-
Accrued expenses		574,723			402,377
Total current liabilities		30,868,408			24,407,758
Operating lease liabilities, less current portion		184,263			-
Patent acquisition liability		720,000			1,010,000
Convertible notes, less current portion		1,038,913			1,545,887
Convertible notes - related parties, less current portion		20,000			1,612,313
Total liabilities		32,831,584			28,575,958
Commitments and contingencies (Notes 4, 8, 11, 12, 16, 17, 18, 20, and 22)
Shareholders’ deficit
Common stock; unlimited authorized shares; 26,953,363 and 25,473,363 issued and outstanding as of December 31, 2019 and 2018, respectively. No par value.		-			-
Additional paid-in capital		15,775,010			14,393,660
Accumulated deficit		(41,310,172	)		(35,655,053	)
Total shareholders’ deficit		(25,535,162	)		(21,261,393	)
Total liabilities and shareholders’ deficit	$	7,296,422		$	7,314,565

See accompanying notes to consolidated financial statements.

43

CEN BIOTECH, INC. AND SUBSIDIARY

Consolidated Statements of Operations

Years Ended December 31, 2019 and 2018

	2019			2018
Operating expenses
Consulting fees	$	37,178		$	297,685
Payroll and consulting fees – related parties		154,517			150,778
Stock based compensation		1,176,600			682,000
General and administrative		1,211,520			1,970,129
Impairment of leasehold improvements		-			1,270,115
Total operating expenses		2,579,815			4,370,707
Loss from operations		(2,579,815	)		(4,370,707	)
Other (expense) income
Interest expense		(2,857,910	)		(2,440,194	)
Interest expense – related parties		(449,922	)		(430,818	)
Interest income		8,252			9,395
Change in fair value of patent acquisition liability		290,000			(390,000	)
Foreign exchange (loss) gain		(65,724	)		91,963
Other expense, net		(3,075,304	)		(3,159,654	)
Net loss	$	(5,655,119	)	$	(7,530,361	)
Net Loss Per Share:
Basic and diluted	$	(0.21	)	$	(0.30	)
Weighted Average Number of Shares Outstanding
Basic and diluted		26,364,500			25,303,654

See accompanying notes to consolidated financial statements.

44

CEN BIOTECH, INC. AND SUBSIDIARY

Consolidated Statements of Shareholders’ Deficit

Years Ended December 31, 2019 and 2018

			Common		Additional					Total
	Common		Shares		Paid-in		Accumulated			Shareholders’
	Shares		Amount		Capital		Deficit			Deficit
Balances, January 1, 2018		25,131,843	$	-	$	9,110,041	$	(28,124,692	)	$	(19,014,651	)
Patent acquisition liability modification (See Note 8)		-		-		4,380,000		-			4,380,000
Stock-based compensation		20,000		-		682,000		-			682,000
Issuance of common stock - interest shares		184,400		-		131,878		-			131,878
Issuance of common stock - consulting		137,120		-		89,741		-			89,741
Net loss		-		-		-		(7,530,361	)		(7,530,361	)
Balances, December 31, 2018		25,473,363		-		14,393,660		(35,655,053	)		(21,261,393	)
Stock-based compensation		1,250,000		-		1,176,600		-			1,176,600
Issuance of common stock - interest shares		180,000		-		168,750		-			168,750
Issuance of common stock - consulting		50,000		-		36,000		-			36,000
Net loss		-		-		-		(5,655,119	)		(5,655,119	)
Balances, December 31, 2019		26,953,363	$	-	$	15,775,010	$	(41,310,172	)	$	(25,535,162	)

See accompanying notes to consolidated financial statements.

45

 CEN BIOTECH, INC. AND SUBSIDIARY

Consolidated Statements of Cash Flows

Years Ended December 31, 2019 and 2018

	2019			2018
Cash flows from operating activities
Net loss	$	(5,655,119	)	$	(7,530,361	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation		18,384			14,230
Amortization		424,812			424,812
Lease expense		(660	)		-
Impairment expense		-			1,270,115
Stock-based compensation - employees		1,176,600			682,000
Stock-based compensation - non-employees		36,000			89,741
Non-cash interest expense		2,792,061			2,385,807
Non-cash interest expense – related parties		431,716			353,326
Deferred lease expense		-			217,210
Change in fair value of patent acquisition liability		(290,000	)		390,000
Foreign exchange loss (gain)		65,724			(91,963	)
Changes in operating assets and liabilities
Other receivable		(5,205	)		(196,343	)
Accounts payable		(36,009	)		95,049
Accounts payable – related parties		-			65,873
Accrued expenses		172,346			106,503
Net cash used in operating activities		(869,350	)		(1,724,001	)
Cash flows from investing activities
Advance on business acquisition		(190,000	)		(100,000	)
Leasehold improvements in progress		-			(5,439	)
Net cash used in investing activities		(190,000	)		(105,439	)
Cash flows from financing activities
Issuance of loans payable		-			380,000
Repayment of loans payable		-			(230,000	)
Issuance of loans payable – related parties		-			225,000
Issuance of convertible notes		1,045,914			1,565,887
Repayment of convertible notes		(6,000	)		(21,600	)
Issuance of convertible notes - related parties		20,000			-
Repayment of convertible notes - related parties		-			(171,632	)
Net cash provided by financing activities		1,059,914			1,747,655
Net increase (decrease) in cash and cash equivalents		564			(81,785	)
Cash and cash equivalents, beginning of year		3,193			84,978
Cash and cash equivalents, end of year	$	3,757		$	3,193
Supplemental cash flows disclosures
Cash paid for interest	$	85,847		$	66,006
Non-cash transactions - investing and financing activities
Patent acquisition liability modification	$	-		$	4,380,000

See accompanying notes to consolidated financial statements.

46

CEN BIOTECH, INC. AND SUBSIDIARY

Notes to the Consolidated Financial Statements

December 31, 2019 and 2018

(All amounts are in US dollars unless otherwise stated.)

NOTE 1 – NATURE OF BUSINESS

CEN Biotech, Inc. (“CEN”) 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 (“Spin Off Distribution”) on February 29, 2016, at which time CEN became a stand-alone public company. The Spin Off Distribution resulted in the recording of a net shareholders’ deficit of $5,807,665 as a result of the liabilities exceeding the assets. Due to common control and the related party nature of the transaction, the transaction was recorded as if the transaction occurred on January 1, 2016 at the carrying value of CEN.

The consolidated financial statements also include the accounts of CEN Holdings, Inc. (“CEN Holdings”), a Michigan corporation that was incorporated on May 13, 2016 as a wholly-owned subsidiary of the Company and was dissolved on March 20, 2017. The consolidated financial statements also include the accounts of Eastern Starr Biotech, Inc. (“Eastern Starr”), a Georgia corporation that was acquired on August 22, 2017 as a wholly-owned subsidiary of CEN. Intercompany account balances and transactions are eliminated in the consolidated financial statements.

Prior to the Spin Off Distribution on February 29, 2016, CEN initially pursued the cannabis business in Canada and obtained funding to build the initial phase of its comprehensive seed-to-sale facility and applied to obtain a license in Canada to begin operating its state-of- the-art medical marijuana cultivation, processing, and distribution facility in Lakeshore, Ontario. On March 11, 2015, CEN’s application for a license to produce marijuana for medical purposes was formally rejected by Canadian regulatory authority. CEN filed an action against the Attorney General of Canada in the Ontario Superior Court of Justice.

CEN is focused on the manufacturing, production and development of products within the cannabis industry, including the LED lighting technology and hemp products. The Company intends to explore the usage of hemp, which it intends to cultivate for usage in industrial, medical and food products.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidation

CEN’s consolidated financial statements include the accounts of CEN, and Eastern Starr (collectively, the “Company”). CEN Holdings’ purpose was to ease and facilitate US banking transactions through March 2017. Eastern Starr’s purpose is to facilitate future growth opportunities in the LED lighting sector. All material intercompany transactions are eliminated in consolidation.

Basis of Accounting

The Company’s consolidated financial statements are prepared using the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America. The functional currency of the Company is the U.S. dollar.

47

Use of Estimates and Assumptions

The accompanying consolidated financial statements include certain estimates and assumptions which affect the reported amounts of assets and liabilities at the date of the financial statements (including intangible assets), and the reported amounts of expenses during the reporting period, including stock-based compensation. Accordingly, actual results may differ from those estimates.

Cash and Cash Equivalents

For purposes of the balance sheet and statement of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

Property, Plant and Improvements

Property, plant and improvements are recorded at cost. Depreciation and amortization is provided using the straight-line method over the estimated useful lives or term of the assets, which is 10 years.

The cost of asset additions and improvements that extend the useful lives of property, plant and improvements are capitalized. Routine maintenance and repair items are charged to current operations. The original cost and accumulated depreciation of asset dispositions are removed from the accounts and any gain or loss is reflected in the statement of operations in the period of disposition.

The Company reviews long-lived assets to assess recoverability using undiscounted cash flows. When certain events or changes in operating or economic conditions occur, an impairment assessment is performed on the recoverability of the carrying value of these assets. If the asset is determined to be impaired, the loss is measured based on the difference between the asset's fair value and its carrying value. If quoted market prices are not available, Cen estimates fair value using a discounted value of estimated future cash flows.

Intangible Assets

Intangible assets include a patent with a definite useful life and is amortized over 16 years. Management annually reviews this asset for impairment when circumstances indicate the carrying amount of an asset may not be recoverable based on the undiscounted cash flows of the asset. If the carrying amount of an asset may not be recoverable, a write-down to fair value is recorded. Fair values are determined based on the discounted cash flows, or external appraisals, as applicable.

Impairment of Long-Lived Assets

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. See Note 6 for impairment charges taken in 2018 related to leasehold improvements. There were no impairment charges taken during the year ended December 31, 2019.

Research and Development Expenditures

CEN expenses all research and development expenses when incurred. Research and development expenses were approximately $41,000 in 2018. There were no research and development expenses incurred in 2019.

48

Income Taxes

Deferred income tax assets and liabilities are computed annually for differences between the financial statement and income tax bases of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the year plus or minus the change during the year in deferred tax assets and liabilities.

Foreign Currency Transactions and Balances

Foreign currency transactions in Canadian dollars are converted in the Company’s consolidated financial statements to U.S. dollars at the exchange rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are subsequently remeasured at the balance sheet date exchange rate into the functional currency. All gains and losses resulting from the settlement of foreign currency transactions and from the re-measurement of monetary assets and liabilities denominated in foreign currencies are included in the consolidated statements of operations.

Stock-Based Compensation

The fair value of restricted stock awards granted to employees and non-employees is determined on the grant date and compensation is recognized ratably over the requisite service period equal to the fair value of the award.

The Company accounts for restricted stock awards issued to employees and non-employees in accordance with the authoritative guidance in ASC Topic 718, Compensation—Stock Compensation (ASC 718). ASC 718 requires all stock-based payments to employees, including grants of employee stock options and modifications to existing stock awards, to be recognized in the statements of operations and comprehensive loss based on their grant date fair values.

Loss per Share

Net loss per common share is computed pursuant to ASC 260-10-45. Basic loss per share is computed based on the weighted average number of common shares outstanding during the period. Diluted net loss per share is calculated by dividing net loss by the diluted weighted average common shares outstanding, which includes the effect of potentially dilutive securities. During periods when there is a net loss, all potentially dilutive shares are anti-dilutive and are excluded from the calculation of net loss per share. Diluted earnings per share is similarly computed except that the denominator includes the effect, using the treasury stock method, of unvested restricted stock and convertible notes, if including such potential shares of common stock is dilutive. For 2019 and 2018, the common stock equivalents of the convertible note agreements were not included in diluted earnings per share computations because their effect was antidilutive.

Leases

Effective January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02, “Leases”. This ASU requires substantially all leases be recorded on the balance sheet as right of use assets and lease obligations. The Company adopted the ASU using a modified retrospective adoption method at January 1, 2019, as outlined in ASU No. 2018-11, “Leases - Targeted Improvements”. Under this method of adoption, there is no impact to the comparative consolidated statement of operations and consolidated balance sheet. The Company determined that there was no cumulative-effect adjustment to beginning retained earnings on the consolidated balance sheet. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed carryforward of historical lease classifications. Adoption of this standard did not materially impact the Company’s results of operations and had no impact on the consolidated statement of cash flows.

49

NOTE 3 – NEW ACCOUNTING STANDARDS

Accounting Standards Issued but Not Yet Adopted

No applicable and significant upcoming standards were noted by the Company.

NOTE 4 – GOING CONCERN UNCERTAINTY / MANAGEMENT PLANS

The accompanying consolidated financial statements have been prepared in contemplating continuation of the Company as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred significant operating losses and negative cash flows from operations since inception. The Company had an accumulated deficit of $41,310,172 at December 31, 2019 and had no committed source of additional debt or equity financing. The Company has not had any operating revenue and does not foresee any operating revenue in the near term. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company has relied on the issuance of loans payable and convertible debt instruments to finance its expenses, including notes that are in default, as described in Notes 9, 10, 11, and 12. The Company will continue to raise additional capital through placement of our common stock, notes or other securities in order to implement its business plan or additional borrowings, including from related parties. The COVID-19 pandemic has hindered the Company’s ability to raise capital. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

The Company’s cash position may not be sufficient to support the Company’s daily operations or its ability to undertake any business activity that will generate net revenue.

NOTE 5 – PROPERTY, PLANT AND IMPROVEMENTS, NET

Property and equipment, net consists of the following as of December 31:

	2019			2018
Leasehold improvements	$	166,163		$	166,163
Furniture and equipment		17,668			17,668
Accumulated depreciation		(35,706	)		(17,322	)
Net property, plant and improvements	$	148,125		$	166,509

Depreciation and amortization expense was $18,384 and $14,230 for the years ended December 31, 2019 and 2018, respectively.

50

NOTE 6 – IMPROVEMENTS IN PROCESS

An impairment assessment during the fourth quarter of 2018 concluded the investment in property and improvements in development, which represented the capitalized costs the Company incurred in constructing the improvements, at 20 North Rear Road was substantially impacted by the changes in Canada’s Medical Marihuana Purposes Regulations and the Company reported impairment charges of $1,270,115 in 2018. There were no further impairments in 2019.

During 2018, $160,724 of improvements in process related to the Company’s main office were placed into service and transferred into property and equipment. There were no such transfers in 2019.

NOTE 7 – ADVANCES TO CEN BIOTECH UKRAINE

At December 31, 2019 and 2018, the Company had advances of $1,065,328 and $875,328 respectively, to CEN Biotech Ukraine, LLC, a related party, (see Note 15). The advances were for the purpose of funding the operations of CEN Biotech Ukraine, LLC and are unsecured, non-interest bearing, and are due on demand.

NOTE 8 – INTANGIBLE ASSETS

On September 12, 2016, the Company executed an agreement dated August 31, 2016, to acquire assets, including a patent related to LED Lighting, from Tesla Digital, Inc., a Canadian Corporation, and Stevan (Steve) Pokrajac (the “Sellers”).

Material consideration given by Company was: (a) Shares of CEN common stock equal to $5 million upon commencement of public trading (b) The transfer of real properties located at 135 North Rear Road, Lakeshore, Ontario, Canada having a fair value of $2,161,467 and 1517-1525 Ridge Road having a purchase cost (including other related disbursements) to the Company of $202,666.

The patent remains in the name of Tesla Digital, Inc. until full settlement of the terms of the agreement. In the interim, pursuant to an updated agreement executed on April 15, 2019 between the Company and the Sellers, CEN has reaffirmed the rights to use the patented technology.

In addition, the Company agreed to employ Stevan Pokrajac, by an LED subsidiary that the Company plans to form, but which has not yet been formed, in connection with the development of the acquired technology with compensation equal to $200,000 per year, commencing with the start of operations.

In March 2018, the Tesla agreement was amended to replace the $5 million stock consideration commitment with a commitment to issue one million registered shares of CEN common stock with a closing date of September 30, 2018. On October 4, 2018, this agreement was amended to extend the closing date to December 15, 2018. On April 3, 2019, the Company entered into an amendment which extended the closing date of the agreement to December 31, 2019. On March 16, 2020 the Company entered into an amendment extending the closing date until December 31, 2021.The March 2018 modification of the agreement converted a fixed value of shares to a fixed number of shares. Accordingly, the liability was reduced and additional paid in capital was increased by $4,380,000 to reflect the fair value of the shares committed at the date of the amendment. As of December 31, 2019 and 2018, the fair value of this liability was $720,000 and $1,010,000, respectively. This liability will be remeasured at each reporting date using the current fair value of CEN’s common shares.

The Company intends to explore using the patented LED Lighting Technology across manufacturing operations and licensing opportunities across multiple industries such as horticultural, automotive, industrial and commercial lighting. The assets acquired, other than the patent, included certain machinery and raw materials, which were old and non-functioning and accordingly, had no fair value.

51

The intangible assets consists of the following as of December 31:

	2019			2018
Lighting patent	$	6,797,000		$	6,797,000
Accumulated amortization		(1,416,041	)		(991,229	)
Net	$	5,380,959		$	5,805,771

As of December 31, 2019 and 2018, there is no impairment expense recognized based on the Company’s expectations that it will be able to monetize the patent. The lighting patent is being amortized straight-line over 16 years. Expected amortization expense is $424,812 per year through 2031, with the remaining $283,215 to be amortized in 2032.

NOTE 9 – LOANS PAYABLE

Loans payable consist of the following at December 31:

	2019		2018
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
Mortgage payable in default to ARG & Pals, Inc., for the original amount of CAD $385,000. The mortgage bears interest at 22% per annum, and matured on November 21, 2018.		296,411		282,205
Loan payable in default to an individual, issued January 17, 2018 with a 30-day maturity, bearing share interest of 2,000 common shares per 30-day period. This is an unsecured loan which matured on January 16, 2020.		50,000		50,000
Loan payable in default to an individual, issued April 13, 2018, with a 30-day maturity, bearing share interest of 4,000 common shares per 30-day period. This is an unsecured loan which matured on January 16, 2020.		100,000		100,000
Total loans payable (all current)	$	10,121,411	$	10,107,205

We are in default of $9,675,000 of debt that is secured by certain equipment that we value at approximately $9,000. The remainder of our debt that is in default is not secured.

During 2019 and 2018, 72,000 and 76,400 common shares were issued to individuals for loans made to CEN, respectively. Accordingly, during the 2019 and 2018, $67,500 and $54,388 in interest expense and additional paid-in capital was recorded, respectively.

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NOTE 10 – LOANS PAYABLE- RELATED PARTY

Loans payable - related party consists of the following at December 31:

	2019		2018
Loans payable in default to the spouse of Bill Chaaban, President of CEN, for the original amounts of CAD $48,630 and USD $198,660, bear interest at 10% per annum. These are unsecured loans that matured on December 31, 2018.	$	236,100	$	234,306
Loans payable in default to a former director of Creative, former parent company, bear interest at 10% per annum. This are unsecured loans that matured on December 31, 2018.		601,500		601,500
Loan payable in default to R&D Labs Canada, Inc., whose president is Bill Chaaban, also the President of CEN, bearing interest at 8% per annum. This is an unsecured loan that matured on October 2, 2019. R&D Labs Canada is a company owned by Bill Chaaban’s spouse.		300,000		300,000
Loan payable in default to the spouse of Joseph Byrne, CEO of CEN, issued January 12, 2018 with a 30-day maturity, bearing share interest of 4,000 common shares per 30-day period. This is an unsecured loan that matured on January 16, 2020.		100,000		100,000
Loan payable in default to Alex Tarrabain, a Director of CEN, issued January 17, 2018 with a 30-day maturity, bearing share interest of 3,000 common shares per 30-day period. This is an unsecured loan that matured on January 16, 2020.		75,000		75,000
Loan payable in default to Joseph Byrne, CEO of CEN, issued January 24, 2018 with a 30-day maturity, bearing share interest of 2,000 common shares per 30-day period. This is an unsecured loan that matured on January 16, 2020.		50,000		50,000
Total loans payable - related party		1,362,600		1,360,806
Less: current portion		1,362,600		1,360,806
Long-term portion loans payable - related party	$	-	$	-

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In March 2018, Bill Chaaban, President of CEN, fully assigned and transferred all rights, title, and interests in his loans and related accrued interest due from CEN to his spouse.

Attributable related party accrued interest was $460,784 and $357,373 as of December 31, 2019 and 2018, respectively. Interest expense attributable to related party loans was $209,661 and $184,250 in 2019 and 2018, respectively.

During both 2019 and 2018, 108,000 common shares were issued to related parties in connection with interest terms of the above loans made to CEN. Accordingly, during 2019 and 2018, $101,250 and $77,490 in related party interest expense and additional paid-in capital was recorded, respectively.

NOTE 11 – CONVERTIBLE NOTES

Convertible notes payable consists of the following at December 31:

	2019		2018
Convertible note payable, due on demand, for the original amount of CAD $1,104,713, bearing interest at 7% per annum with conversion rights for 335,833 common shares.	$	850,519	$	809,755
Convertible notes payable to multiple private investors, including certain notes in default, bearing interest at 5% per annum with conversion rights for 3,333,740 common shares, maturing at various dates between May 2018 and November 2021.		5,373,806		4,333,892
Total convertible notes payable		6,224,325		5,143,647
Less current portion		5,185,412		3,597,760
Convertible notes payable, less current portion	$	1,038,913	$	1,545,887

These notes may be converted at the option of the note holder at any time after registration of CEN’s common stock upon written notice by the note holder. These notes are convertible into a total of 3,669,573 common shares.

As of April 14, 2020, we are currently in default of $3,357,805 of convertible notes payable, which are convertible into 2,073,963 shares of common stock.

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NOTE 12 – CONVERTIBLE NOTES - RELATED PARTY

Convertible notes - related party consists of the following at December 31:

	2019		2018
Convertible note due to the spouse of Bill Chaaban, President of CEN, which bears an interest at 12% per annum. This note is convertible to 867,576 common shares with a maturity date of August 17, 2020.	$	1,388,122	$	1,388,122
Convertible notes in default due to Harold Aubrey de Lavenu, a Director of CEN, bearing interest at 5% per annum. These notes are convertible to 548,980 common shares and matured on March 31, 2019.		878,368		878,368
Convertible note in default due to Alex Tarrabain, a Director of CEN, bearing interest at 5% per annum. This note is convertible to 30,000 common shares and matured on March 31, 2019.		48,000		48,000
Convertible notes due to Joseph Byrne, CEO of CEN, bearing interest at 12% per annum. This note is convertible to 140,120 common shares with a maturity date of August 17, 2020.		224,191		224,191
Convertible note due to Darren Ferris, brother of Ameen Ferris, a Director of CEN, bearing interest at 5% per annum. This note is convertible to 12,500 common shares with a maturity date of June 19, 2021.		20,000		-
Total convertible notes payable - related party		2,558,681		2,538,681
Less current portion		2,538,681		926,368
Convertible notes payable - related party, less current portion	$	20,000	$	1,612,313

In March 2018, Bill Chaaban, President of CEN, fully assigned and transferred all rights, title, and interests in his loans and related accrued interest due from CEN to his spouse.

Attributable related party accrued interest was $814,115 and $588,854 as of December 31, 2019 and 2018, respectively. Interest expense attributable to related party convertible notes was $240,261 and $246,568 in 2019 and 2018, respectively.

These notes may be converted at the option of the note holder at any time after registration of CEN’s common stock upon written notice by the note holder. These notes are convertible into a total of 1,599,176 common shares.

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As of April 14, 2020, we are currently in default of $926,368 of convertible notes payable, which are convertible into 578,980 shares of common stock.

NOTE 13 – INCOME TAXES

A reconciliation of the effective tax rate of the income tax benefit and the statutory income tax rates applied to the loss before income taxes is as follows for the years ended December 31:

	2019			2018
Income tax benefit at Canadian statutory rate		26.5	%		26.5	%
Valuation allowance		(26.5%	)		(26.5%	)
Effective income tax rate		0	%		0	%

As of December 31, 2019, the Company has net operating loss carry forwards of approximately $25,700,000 that may be available to reduce future years’ taxable income. Such carry forwards typically expire after 20 years. The Company currently has carry forwards that begin to expire in 2034. Future tax benefits which may arise as a result of these losses have not been recognized in these consolidated financial statements, because the Company believes that it is more likely than not that the carryforwards will expire unused and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. The deferred tax asset and associated valuation allowance are as follows for the years ended December 31:

	2019			2018
Deferred tax asset - net operating losses	$	6,800,000		$	5,300,000
Deferred tax asset valuation allowance		(6,800,000	)		(5,300,000	)
Net deferred tax asset	$	-		$	-

The change in the valuation allowance amounted to $1,500,000 and $1,600,000 for the year ended December 31, 2019 and 2018, respectively. All other temporary differences are immaterial both individually and in the aggregate to the consolidated financial statements.

Company management analyzes its income tax filing positions in Canadian federal and provincial jurisdictions where it is required to file income tax returns, for all open tax years in these jurisdictions, to identify potential uncertain tax positions. As of December 31, 2019, there are no uncertain income tax positions taken or expected to be taken that would require recognition of a liability or disclosure in the consolidated financial statements. The Company is subject to routing audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. Generally, the Company is no longer subject to income tax examinations for years prior to 2016.

NOTE 14 – SHAREHOLDERS’ DEFICIT / STOCK ACTIVITY

The Company is authorized to issue an unlimited number of common shares and an unlimited number of special voting shares. Common shares have no stated par value.

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As of December 31, 2019, 5,268,749 shares of common stock are committed to the holders of the convertible notes.

On November 27, 2018, the Company executed a share repurchase agreement with James Robinson, pursuant to which the Company repurchased from Mr. Robinson 714 shares of special voting stock in the capital of the Company, at a purchase price in the aggregate amount of $0.07. The title of the class of such shares is “Special Voting” shares of the Company. Each such share of capital stock was entitled to 500 votes. Accordingly, all of this class of special voting stock, which was the only special voting stock of the Company, has been redeemed, retired and cancelled.

NOTE 15 – RELATED PARTY TRANSACTIONS

The Company has received loans from several related parties, as described above in Notes 10 and 12.

There are advances of $1,065,328 and $875,328 to CEN Ukraine as of December 31, 2019 and 2018, respectively, which such advances were made for the purpose of funding the operations of CEN Ukraine. CEN Ukraine was founded by Bill Chaaban. Prior to December 3, 2017, Bill Chaaban directly owned 51% of CEN Ukraine. Subsequent to December 3, 2017, Mr. Chaaban directly owned 25.5% of CEN Ukraine. CEN Ukraine was founded to seek agricultural and pharmaceutical opportunities in Ukraine. Bill Chaaban personally funded the establishment and initial phases of CEN Ukraine. On December 14, 2017, the Company entered into a controlling interest purchase agreement with Bill Chaaban and another shareholder of CEN Ukraine for 51% of the outstanding equity interests of CEN Ukraine. The consideration will be paid by issuing common shares of the Company. The agreement, which is subject to certain conditions, has not closed as of April 14, 2020, as the Company needs to raise additional funds in order to proceed with the closing.

On July 12, 2017, the Company’s Shareholders elected individuals to serve as Directors on the Board. These individuals hold long-term convertible notes payable issued prior to the election. All notes payable bear interest at 5% per annum and are convertible to common shares with various maturity dates. They became related parties when they were elected.

During the years ended December 31, 2019 and 2018, the Company incurred payroll and consulting fees with certain Board Members and Officers totaling $154,517 and $150,778, respectively. As of December 31, 2019 and 2018, $263,900 and $124,800 was payable to these related parties for payroll and consulting charges, which are included within accrued expenses.

During 2017, the Company purchased equipment from R&D Labs Canada, Inc., whose president is Bill Chaaban, in exchange for a $300,000 note payable. This equipment was then sold to CEN Ukraine for a loss of $255,141 in exchange for a $44,859 note receivable, payable in 10 equal installments beginning in 2017 through 2026. No payments have been received as of December 31, 2019, however, management expects this balance to be collectible.

NOTE 16 – LEASE (INCLUDING RELATED PARTIES)

The Company leases 20 North Rear Road, a 10.4 acre site of land in Canada. This was through a sublease from a relative of the Company’s President until October 2019, when the lease was assigned to a third-party. There are two buildings on the site – one of 27,000 square feet and one of 53,000 square feet. There is also a 4,000 square foot vault for security purposes. The Company constructed improvements to this property, including structures and equipment for growing marijuana, security fencing required for licensing as a marijuana producer, and other infrastructure. As further described in Note 6, these improvements were fully impaired during 2018.

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The 20 North Rear Road lease agreement began on September 1, 2013 and required annual rent payments of CAD $339,000, including tax. At December 31, 2016, the balance sheet included accrued rent of $552,934, owed to Jamaal Shaban (“Lessor”), cousin of Bill Chaaban. Concurrently, the Lessor had fallen behind on a mortgage payable on the property. Effective January 2017, the Company entered into agreements to terminate the initial lease, enter into a convertible debt note with the Lessor’s creditor, and begin a new lease agreement for the same property. The new lease agreement calls for monthly rental payments of CAD $4,000 plus taxes for a period of five years. In exchange, the Company issued convertible notes payable of $824,446 in satisfaction of the accrued rent and future rent. The lease has been accounted for as an operating lease, and the amount of the note in excess of the accrued rent was treated as a deferred lease asset amortized over the 5-year lease. However, in conjunction with the impairment, as further described in Note 6, the remaining deferred lease asset was fully expensed in 2018. As of December 31, 2019, the operating right of use asset was $68,547 and the associated liability was $65,467, utilizing an 8% discount rate. During 2019 and 2018, lease expenses of $33,369 and $253,695, respectively, related to this agreement were recognized within general and administrative expenses. This lease was assigned by the Lessor to Jamsyl Group, a third-party, in October 2019.

The Company also leases office space in Windsor, Ontario from R&D Labs Canada, Inc., whose president is Bill Chaaban. This lease was subsequently assigned to RN Holdings Ltd, a third-party, on May 8, 2019. Under the lease agreement effective October 1, 2017, monthly rents of CAD $2,608 are due through September 2022, at which point monthly rents of CAD $3,390 are due. As of December 31, 2019, the operating right of use asset was $160,737 and the associated liability was $163,157, utilizing an 8% discount rate. During 2019 and 2018, lease expenses of approximately $26,000 and $24,000, respectively related to this agreement were recognized within general and administrative expenses.

Maturities of operating lease liabilities at December 31, 2019 were as follows:

	Amount
2020	$	61,051
2021		61,051
2022		25,902
2023		31,320
2024		31,320
Thereafter		86,130
Total lease payments	$	296,774
Less imputed interest		68,150
Present value of lease liabilities	$	228,624

NOTE 17 – STOCK BASED COMPENSATION

Adoption of Equity Compensation Plan

On November 29, 2017, the Board adopted the 2017 Equity Compensation Plan (the “Plan”) providing for the granting of options to purchase shares of common stock, restricted stock awards and other stock-based awards to directors, officers, employees, advisors and consultants. The Company reserved 20,000,000 shares of common stock for issuance under the Plan. The Plan is intended to provide equity incentives to persons retained by our Company.

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Equity Compensation Grants

On November 30, 2017, the Company granted a one-time equity award (“Equity Award”) of 20,000 restricted shares of the Company’s common stock pursuant to a Restricted Stock Agreement, to each of the following executives and directors of the Company: Bahige “Bill” Chaaban, Chairman of the Board and President of the Company; Joseph Byrne, Chief Executive Officer and Director; Richard Boswell, Senior Executive Vice President, Chief Financial Officer (through May 20, 2019) and Director; Brian Payne, Vice President and Director; Donald Strilchuck, Director; Harold Aubrey de Lavenu, Director; Alex Tarrabain, Chief Financial Officer (effective May 21, 2019) and Director; and Ameen Ferris, Director. The Equity Awards vested immediately.

In addition, as part of this one-time equity award, Donald Strilchuck, Director, received an additional 1,000,000 restricted shares of the Company's common stock for security consulting services, of which 550,000 vested immediately and the remaining vesting ratably each month over the next 36 months. Other individuals received a total of 1,870,000 restricted shares of the Company's common stock for consulting services performed, of which 1,330,000 vested immediately and the remaining vesting ratably each month over the next 36 months. The expense related to the restricted stock awarded to non-employees for services rendered was recognized on the grant date.

On June 7, 2018, the Company elected Dr. Usamakh Saadikh to serve as a director of the Company. As compensation for his role as a Director, the company granted a one-time equity award of 20,000 shares of the Company’s common stock. This award vested immediately.

On June 19, 2018, the Company entered into an agreement with a law firm for the payment of its services under which the Company issued 125,000 shares of its common stock. This award vested immediately. The expense related to the restricted stock awarded to non-employees for services rendered was recognized on the grant date.

On December 31, 2018, the Company issued 12,120 shares of its common stock to individuals for the payment of their services. These awards vested immediately. The expense related to the stock awarded to non-employees for services rendered was recognized on the grant date.

On October 1, 2019, the Company entered into an agreement with a communications and branding firm for the payment of its services under which the Company issued 50,000 shares of its common stock. This award vested immediately. The expense related to the restricted stock awarded to non-employees for services rendered of $36,000 was recognized on the grant date.

Employment Agreements

On November 30, 2017, employment agreements were entered into with four key members of management:

•     Under the Employment Agreement with Bahige (Bill) Chaaban, President of the Company, Mr. Chaaban will receive compensation in the form of a base annual salary of $31,200 and a grant of 8,750,000 shares of restricted stock of the Company, of which 7,400,000 vested immediately and the remaining vesting ratably each month over the next 36 months until November 2020.

•     Under the Employment Agreement with Joseph Byrne, Chief Executive Officer of the Company, Mr. Byrne will receive compensation in the form of a base annual salary of $31,200 and a grant of 1,250,000 shares of restricted stock of the Company, of which 325,000 vested immediately and the remaining vesting ratably each month over the next 36 months until November 2020. Effective November 13, 2019, Mr. Byrne resigned and left the Company, at which point additional vesting and salary accruals ceased. As of April 2, 2020, the accrued salaries owed to Joe Byrne which amounted to $58,500 as of December 31, 2019 were settled through keeping his previously issued 337,500 restricted shares that had not vested.

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•     Under the Employment Agreement with Richard Boswell, Senior Executive Vice President and Chief Financial Officer of the Company, Mr. Boswell will receive compensation in the form of a base annual salary of $31,200 and a grant of 4,500,000 shares of restricted stock of the Company, of which 4,140,000 vested immediately and the remaining vesting ratably each month over the next 36 months until November 2020.

•     Under the Employment Agreement with Brian Payne, Vice President of the Company, Mr. Payne will receive compensation in the form of a base annual salary of $31,200 and a grant of 750,000 shares of restricted stock of the Company, of which 300,000 vested immediately and the remaining vesting ratably each month over the next 36 months until November 2020.

On May 16, 2019, the Board appointed Alex Tarrabain, one of the members of the Company’s Board to serve as the Company’s Chief Financial Officer and as one of the Vice Presidents of the Company effective May 21, 2019 (the “Effective Date”). Richard Boswell, who served as the Company’s Chief Financial Officer since July 2017, resigned from his position as the Company’s Chief Financial Officer as of the Effective Date, and will continue to serve in his position as the Company’s Senior Executive Vice President going forward focusing on the Company’s strategic activities and will also continue to serve as a member of the Company’s Board.

In conjunction with the above, on May 16, 2019, an employment agreement was entered into with Mr. Tarrabain:

•      Under the Employment Agreement with Alex Tarrabain, Chief Financial Officer and as one of the Vice Presidents of the Company, Mr. Tarrabain will receive compensation in the form of a base annual salary of $31,200 and a grant of 1,250,000 shares of restricted stock of the Company, of which 350,000 vested immediately and the remaining vesting ratably each month over the next 36 months until May 2022.

Restricted Stock Awards

The total grant-date fair value of the restricted shares noted in the employment agreements and equity compensation grants sections above was $12,734,241 and $11,435,741 as of December 31, 2019 and 2018, respectively. During 2019 and 2018, 1,300,000 restricted shares with a grant date fair value of $1,298,500 and 157,120 restricted shares with a grant date fair value of $102,141, respectively, were awarded. The grant-date fair value is calculated utilizing an enterprise valuation model as of the date the awards are granted. With the exception of immediately vesting portions of awards, shares typically vest pro-rata over the requisite service period, which is generally three years from the grant-date. Non-vested restricted stock awards participate in dividends and recipients are entitled to vote these restricted shares during the vesting period.

During 2019 and 2018, 1,887,500 and 1,507,120 of these shares vested, respectively. The fair value of the restricted stock which vested amounted to $1,380,000 and $939,141 for 2019 and 2018, respectively.

Compensation expense, broken out by allocation, recognized in connection with the restricted stock awards was as follows for the years ended December 31:

	2019		2018
Stock Based Compensation	$	1,176,600	$	682,000
Professional fees		36,000		12,241
Legal		-		77,500
Total	$	1,212,600	$	771,741

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Non-vested restricted stock award activity for the years ended December 31, 2019 and 2018 are as follows:

	Number of Shares			Weighted- Average Grant Date Fair Value per Share		Weighted- Average Remaining Contractual Term (Years)
Non-vested at January 1, 2018		3,962,500			0.62		2.92
Granted		157,120			0.65		-
Vested		(1,507,120	)		0.62		-
Forfeited		-			-		-
Non-vested at December 31, 2018		2,612,500		$	0.62		2.00
Granted		1,300,000			1.00		-
Vested		(1,887,500	)		0.70		-
Forfeited		-			-		-
Non-vested at December 31, 2019		2,025,000		$	0.76		1.54

The fair value of the restricted stock grants was based on the valuation of a third-party specialist. Unrecognized compensation expense related to restricted stock amounted to approximately $1,175,550 as of December 31, 2019. This expense will be recognized over vesting period of the respective awards.

NOTE 18 - OTHER RECEIVABLE

In May 2017, as amended on June 30, 2018, CEN entered into an agreement with Clear Com Media, Inc. ("Clear Com") to provide a line of credit to Clear Com in amounts up to CAD $1,000,000 ($769,900) through June 30, 2020 (maturity date) at a rate of 2% per annum. No allowance was considered necessary as of December 31, 2019 or 2018. The agreement was entered into to support the development of technologies that may be of future value to the Company.

NOTE 19 – NET LOSS PER SHARE

During periods when there is a net loss, all potentially dilutive shares are anti-dilutive and are excluded from the calculation of diluted net loss per share. Based on the Company’s application of the as-converted and treasury stock methods, all common stock equivalents were excluded from the computation of diluted earnings per share due to net losses as of December 31, 2019 and 2018. Common stock equivalents that were excluded for the years ended December 31, 2019 and 2018 are as follows:

	2019		2018
Convertible debt		4,930,555		4,154,760

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NOTE 20 – CONTINGENCY

In connection with the distribution by Creative of CEN’s common stock on February 29, 2016 and the Form 10 registration statement filed by CEN to register its shares of common stock under the Exchange Act, CEN received comments by the Staff of the Securities and Exchange Commission, including a letter dated May 4, 2016 in which the Staff noted that they “…continue to question the absence of Securities Act registration of the spin-off distribution”. In the event that the distribution of shares of CEN’s common stock was a distribution that required registration under the Securities Act, then the Company could be subject to enforcement action by the SEC that claims a violation of Section 5 of the Securities Act and could be subject to a private right of action for rescission or damages. Based on management’s estimate, any potential liability related to this matter would not be material.

NOTE 21 – FAIR VALUE DISCLOSURES

Fair value is the price that would be received from the sale of an asset or paid to transfer a liability assuming an orderly transaction in the most advantageous market at the measurement date. U.S. GAAP establishes a hierarchical disclosure framework that prioritizes and ranks the level of observability of inputs used in measuring fair value.

The fair value of the Company’s financial instruments are as follows:

	Fair Value Measured at Reporting Date Using
	Carrying Amount		Level 1		Level 2		Level 3		Fair Value
At December 31, 2019:
Cash and cash equivalents	$	3,757	$	-	$	3,757	$	-	$	3,757
Other receivables	$	424,110	$	-	$	-	$	424,110	$	424,110
Note receivable - related party	$	44,859	$	-	$	-	$	44,859	$	44,859
Advances to CEN Biotech
Ukraine, LLC - related party	$	1,065,328	$	-	$	-	$	1,065,328	$	1,065,328
Loans payable	$	10,121,411	$	-	$	-	$	10,121,411	$	10,121,411
Loans payable – related parties	$	1,362,600	$	-	$	-	$	-	$	-
Patent acquisition liability	$	720,000	$	-	$	-	$	720,000	$	720,000
Convertible notes payable	$	6,224,325	$	-	$	-	$	6,918,486	$	6,918,486
Convertible notes payable – related parties	$	2,558,681	$	-	$	-	$	-	$	-

	Carrying Amount		Level 1		Level 2		Level 3		Fair Value
At December 31, 2018:
Cash and cash equivalents	$	3,193	$	-	$	3,193	$	-	$	3,193
Other receivables	$	418,905	$	-	$	-	$	418,905	$	418,905
Note receivable - related party	$	44,859	$	-	$	-	$	44,859	$	44,859
Advances to CEN Biotech
Ukraine, LLC - related party	$	875,328	$	-	$	-	$	875,328	$	875,328
Loans payable	$	10,107,205	$	-	$	-	$	10,107,205	$	10,107,205
Loans payable – related parties	$	1,360,806	$	-	$	-	$	-	$	-
Patent acquisition liability	$	1,010,000	$	-	$	-	$	1,010,000	$	1,010,000
Convertible notes payable	$	5,143,647	$	-	$	-	$	5,534,810	$	5,534,810
Convertible notes payable – related parties	$	2,538,681	$	-	$	-	$	-	$	-

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The fair values of other receivables (including related accrued interest), note receivable - related party, and advances to CEN Biotech Ukraine, LLC approximate carrying value due to the terms of the instruments.

The fair value of the loans payable approximates carrying value due to the terms of such instruments and applicable interest rates.

The fair value of convertible notes payable is based on the par value plus accrued interest through the date of reporting due to the terms of such instruments and interest rates.

It is not practicable to estimate the fair value of loans payable – related parties and convertible notes payable – related parties due to their related party nature.

The fair value of the patent acquisition liability in 2019 and 2018 is based upon a valuation report obtained from a 3^rd party valuation specialist. This valuation report utilized a cash-free asset value model to estimate enterprise value based upon similar companies.

NOTE 22 – SHARE PURCHASE AND MERGER AGREEMENTS

On July 31, 2018, the Company entered into a Share Purchase Agreement with AstralENERGY Solar Manufacturing Corporation, LTD. (“AstralENERGY”) to acquire 70% of the outstanding common stock of AstralENERGY. The Company will issue an aggregate 2,500,000 shares of common stock of the Company as consideration for the acquisition. AstralENERGY is a manufacturer of architecturally designed solar panels for residential and commercial solar production and has also developed integrated multi-function LED street lighting systems. Consummation of the acquisition is subject to the completion of certain conditions specified in the agreement. As of April 14, 2020, this transaction has not closed.

On June 21, 2019, the Company entered into a Merger Agreement (the “Merger Agreement”) with Caduceus Software Systems Corp. (“CSOC”), Caduceus Merger Sub, Inc., a Wyoming corporation and a wholly owned subsidiary of CSOC (the “Merger Sub”).  Pursuant to the Merger Agreement, the Company, the Merger Sub and CSOC agreed to effect a merger transaction, pursuant to which the Company will merge with and into the Merger Sub, with the Company surviving and being a wholly owned subsidiary of CSOC (the “Merger”). Pursuant to the Merger Agreement, the Company had the unilateral right to terminate the Merger Agreement in the event that the Company’s due diligence review of CSOC and Merger Sub was unsatisfactory to the Company in its sole discretion. Following a careful due diligence review of CSOC and Merger Sub, the Board of the Company decided that such due diligence review was unsatisfactory, and therefore the Company terminated the Merger Agreement as of November 27, 2019. There were no termination penalties incurred or payable by the Company in connection with the termination.

NOTE 23 – SUBSEQUENT EVENTS

On January 27, 2020, a market maker filed a Form 211 Application with the Financial Industry Regulatory Authority ("FINRA") to request permission to quote and trade the securities of CEN Biotech, Inc. on OTC Markets. However, there can be no assurance that FINRA will approve our Form 211 Application. As of April 14, 2020, the application has not been approved.

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On March 16, 2020, the Company entered into an amendment to the Share Purchase Agreement dated August 31, 2016, and executed September 12, 2016, between CEN Biotech, Inc. and Stevan Pokrajac and Tesla Digital Inc. and Tesla Digital Global Group Inc. The new expiration date is December 31, 2021.

The outbreak of a novel coronavirus (COVID-19), which the World Health Organization declared in March 2020 to be a pandemic, continues to spread throughout the United States of America and the globe. Many State Governors issued temporary Executive Orders that, among other stipulations, effectively prohibit in-person work activities for most industries and businesses, having the effect of suspending or severely curtailing operations. The extent of the ultimate impact of the pandemic on the Company's operational and financial performance will depend on various developments, including the duration and spread of the outbreak, and its impact on potential customers, employees, and vendors, all of which cannot be reasonably predicted at this time. While management reasonably expects the COVID-19 outbreak to negatively impact the Company's financial condition, operating results, and timing and amounts of cash flows, the related financial consequences and duration are highly uncertain.

Since December 31, 2019, the Company has issued 4 new convertible notes totaling $208,000 convertible to 130,000 common shares.

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EX-21.1

Exhibit 21.1

Subsidiaries of CEN Biotech, Inc.

Eastern Starr Biotech, Inc. a Georgia corporation, which is not currently operational and is 100% owned by CEN Biotech, Inc.

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Bahige Chaaban, certify that:

1. I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2019 of CEN Biotech Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, 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 registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  April 14, 2020	/s/ Bahige Chaaban
	Bahige Chaaban Interim Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Alex Tarrabain, certify that:

1. I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2019 of CEN Biotech Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, 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 registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 14, 2020	/s/ Alex Tarrabain
	Alex Tarrabain Chief Financial Officer (Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

Section 1350 Certification

In connection with the Annual Report on Form 10-K of CEN Biotech Inc. (the “Company”) for the year ended December 31, 2019 as filed with the Securities and Exchange Commission (the “Report”), I Bahige Chaaban, Interim Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: April 14, 2020	/s/ Bahige Chaaban
	Bahige Chaaban Interim Chief Executive Officer  (Principal Executive Officer )

This certification accompanies this Annual Report on Form 10-K pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

EX-32.2

Exhibit 32.2

Section 1350 Certification

In connection with the Annual Report on Form 10-K of CEN Biotech Inc. (the “Company”) for the year ended December 31, 2019 as filed with the Securities and Exchange Commission (the “Report”), I Alex Tarrabain, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: April 14, 2020	/s/ Alex Tarrabain
	Alex Tarrabain,  Chief Financial Officer  (Principal Financial and Accounting Officer)

This certification accompanies this Annual Report on Form 10-K pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

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Note 13 - Income Taxes (Details Textual) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Operating Loss Carryforwards, Total	$ 25,700,000
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount	$ 1,500,000	$ 1,600,000

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Note 15 - Related Party Transactions (Details Textual) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Dec. 14, 2017	Dec. 03, 2017	Dec. 02, 2017	Jul. 12, 2017
Long-term Convertible Notes Payable to Multiple Private Investors [Member]
Debt Instrument, Interest Rate, Stated Percentage							5.00%
CEN Biotech Ukraine [Member]
Business Acquisition, Percentage of Voting Interests Acquired				51.00%
CEN Biotech Ukraine [Member]
Due from Related Parties, Total	$ 1,065,328	$ 875,328
Percentage of Related Party's Equity Interest Owned by Director					25.50%	51.00%
CEN Biotech Ukraine [Member] | Equipment Sold to Related Party in Exchange for Note Receivable [Member]
Adjustments to Additional Paid in Capital, Dividends in Excess of Retained Earnings			$ 255,141
Notes Receivable, Related Parties			44,859
Board Members and Officers [Member] | Consulting Fees [Member]
Related Party Transaction, Amounts of Transaction	154,517	150,778
Due to Related Parties, Total	$ 263,900	$ 124,800
R&D Labs Canada, Inc [Member] | Purchased Equipment in Exchange for Note Payable [Member]
Notes Payable, Related Parties			$ 300,000

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Note 7 - Advances to CEN Biotech Ukraine (Details Textual) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
CEN Biotech Ukraine [Member]
Due from Related Parties, Total	$ 1,065,328	$ 875,328

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Note 4 - Going Concern Uncertainty / Management Plans (Details Textual) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Retained Earnings (Accumulated Deficit), Ending Balance	$ (41,310,172)	$ (35,655,053)

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Note 19 - Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2019

Notes Tables

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

	2019		2018
Convertible debt		4,930,555		4,154,760

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Note 1 - Nature of Business

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Nature of Operations [Text Block]

NOTE

1

– NATURE OF BUSINESS

CEN Biotech, Inc. (“CEN”) 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 (“Spin Off Distribution”) on

February

29,

2016,

at which time CEN became a stand-alone public company. The Spin Off Distribution resulted in the recording of a net shareholders’ deficit of

$5,807,665

as a result of the liabilities exceeding the assets. Due to common control and the related party nature of the transaction, the transaction was recorded as if the transaction occurred on

January 1, 2016

at the carrying value of CEN.

The consolidated financial statements also include the accounts of CEN Holdings, Inc. (“CEN Holdings”), a Michigan corporation that was incorporated on

May 13, 2016

as a wholly-owned subsidiary of the Company and was dissolved on

March 20, 2017.

The consolidated financial statements also include the accounts of Eastern Starr Biotech, Inc. (“Eastern Starr”), a Georgia corporation that was acquired on

August 22, 2017

as a wholly-owned subsidiary of CEN. Intercompany account balances and transactions are eliminated in the consolidated financial statements.

Prior to the Spin Off Distribution on

February

29,

2016,

CEN initially pursued the cannabis business in Canada and obtained funding to build the initial phase of its comprehensive seed-to-sale facility and applied to obtain a license in Canada to begin operating its state-of- the-art medical marijuana cultivation, processing, and distribution facility in Lakeshore, Ontario. On

March 11, 2015,

CEN’s application for a license to produce marijuana for medical purposes was formally rejected by Canadian regulatory authority. CEN filed an action against the Attorney General of Canada in the Ontario Superior Court of Justice.

CEN is focused on the manufacturing, production and development of products within the cannabis industry, including the LED lighting technology and hemp products. The Company intends to explore the usage of hemp, which it intends to cultivate for usage in industrial, medical and food products.

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Note 15 - Related Party Transactions

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Related Party Transactions Disclosure [Text Block]

NOTE

15

– RELATED PARTY TRANSACTIONS

The Company has received loans from several related parties, as described above in Notes

10

and

12.

There are advances of

$1,065,328

and

$875,328

to CEN Ukraine as of

December 31, 2019

and

2018,

respectively, which such advances were made for the purpose of funding the operations of CEN Ukraine. CEN Ukraine was founded by Bill Chaaban. Prior to

December 3, 2017,

Bill Chaaban directly owned

51%

of CEN Ukraine. Subsequent to

December 3, 2017,

Mr. Chaaban directly owned

25.5%

of CEN Ukraine. CEN Ukraine was founded to seek agricultural and pharmaceutical opportunities in Ukraine. Bill Chaaban personally funded the establishment and initial phases of CEN Ukraine. On

December 14, 2017,

the Company entered into a controlling interest purchase agreement with Bill Chaaban and another shareholder of CEN Ukraine for

51%

of the outstanding equity interests of CEN Ukraine. The consideration will be paid by issuing common shares of the Company. The agreement, which is subject to certain conditions, has

not

closed as of

April 14, 2020,

as the Company needs to raise additional funds in order to proceed with the closing.

On

July 12, 2017,

the Company’s Shareholders elected individuals to serve as Directors on the Board. These individuals hold long-term convertible notes payable issued prior to the election. All notes payable bear interest at

5%

per annum and are convertible to common shares with various maturity dates. They became related parties when they were elected.

During the years ended

December 31, 2019

and

2018,

the Company incurred payroll and consulting fees with certain Board Members and Officers totaling

$154,517

and

$150,778,

respectively. As of

December 31, 2019

and

2018,

$263,900

and

$124,800

was payable to these related parties for payroll and consulting charges, which are included within accrued expenses.

During

2017,

the Company purchased equipment from R&D Labs Canada, Inc., whose president is Bill Chaaban, in exchange for a

$300,000

note payable. This equipment was then sold to CEN Ukraine for a loss of

$255,141

in exchange for a

$44,859

note receivable, payable in

10

equal installments beginning in

2017

through

2026.

No

payments have been received as of

December 31, 2019,

however, management expects this balance to be collectible.

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Note 19 - Net Loss Per Share

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Earnings Per Share [Text Block]

NOTE

19

– NET LOSS PER SHARE

During periods when there is a net loss, all potentially dilutive shares are anti-dilutive and are excluded from the calculation of diluted net loss per share. Based on the Company’s application of the as-converted and treasury stock methods, all common stock equivalents were excluded from the computation of diluted earnings per share due to net losses as of

December 31, 2019

and

2018.

Common stock equivalents that were excluded for the years ended

December 31, 2019

and

2018

are as follows:

	2019		2018
Convertible debt		4,930,555		4,154,760

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Consolidated Balance Sheets (Parentheticals) - $ / shares $ / shares in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Common stock, par value (in dollars per share)	$ 0	$ 0
Common stock, shares issued (in shares)	26,953,363	25,473,363
Common stock, shares outstanding (in shares)	26,953,363	25,473,363
Common stock, shares authorized	Unlimited	Unlimited

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Note 23 - Subsequent Events

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Subsequent Events [Text Block]

NOTE

2

3

– SUBSEQUENT EVENTS

On

January 27, 2020,

a market maker filed a Form

211

Application with the Financial Industry Regulatory Authority ("FINRA") to request permission to quote and trade the securities of CEN Biotech, Inc. on OTC Markets. However, there can be

no

assurance that FINRA will approve our Form

211

Application. As of

April 14, 2020,

the application has

not

been approved.

On

March 16, 2020,

the Company entered into an amendment to the Share Purchase Agreement dated

August 31, 2016,

and executed

September 12, 2016,

between CEN Biotech, Inc. and Stevan Pokrajac and Tesla Digital Inc. and Tesla Digital Global Group Inc. The new expiration date is

December 31, 2021.

The outbreak of a novel coronavirus (COVID-

19

), which the World Health Organization declared in

March 2020

to be a pandemic, continues to spread throughout the United States of America and the globe. Many State Governors issued temporary Executive Orders that, among other stipulations, effectively prohibit in-person work activities for most industries and businesses, having the effect of suspending or severely curtailing operations. The extent of the ultimate impact of the pandemic on the Company's operational and financial performance will depend on various developments, including the duration and spread of the outbreak, and its impact on potential customers, employees, and vendors, all of which cannot be reasonably predicted at this time. While management reasonably expects the COVID-

19

outbreak to negatively impact the Company's financial condition, operating results, and timing and amounts of cash flows, the related financial consequences and duration are highly uncertain.

Since

December 31, 2019,

the Company has issued

4

new convertible notes totaling

$208,000

convertible to

130,000

common shares.

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Note 16 - Lease (Including Related Parties) (Tables)

12 Months Ended

Dec. 31, 2019

Notes Tables

Lessee, Operating Lease, Liability, Maturity [Table Text Block]

	Amount
2020	$	61,051
2021		61,051
2022		25,902
2023		31,320
2024		31,320
Thereafter		86,130
Total lease payments	$	296,774
Less imputed interest		68,150
Present value of lease liabilities	$	228,624

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Note 10 - Loans Payable - Related Party (Tables)

12 Months Ended

Dec. 31, 2019

Notes Tables

Schedule of Loans Payable to Related Party [Table Text Block]

	2019		2018
Loans payable in default to the spouse of Bill Chaaban, President of CEN, for the original amounts of CAD $48,630 and USD $198,660, bear interest at 10% per annum. These are unsecured loans that matured on December 31, 2018.	$	236,100	$	234,306
Loans payable in default to a former director of Creative, former parent company, bear interest at 10% per annum. This are unsecured loans that matured on December 31, 2018.		601,500		601,500
Loan payable in default to R&D Labs Canada, Inc., whose president is Bill Chaaban, also the President of CEN, bearing interest at 8% per annum. This is an unsecured loan that matured on October 2, 2019. R&D Labs Canada is a company owned by Bill Chaaban’s spouse.		300,000		300,000
Loan payable in default to the spouse of Joseph Byrne, CEO of CEN, issued January 12, 2018 with a 30-day maturity, bearing share interest of 4,000 common shares per 30-day period. This is an unsecured loan that matured on January 16, 2020.		100,000		100,000
Loan payable in default to Alex Tarrabain, a Director of CEN, issued January 17, 2018 with a 30-day maturity, bearing share interest of 3,000 common shares per 30-day period. This is an unsecured loan that matured on January 16, 2020.		75,000		75,000
Loan payable in default to Joseph Byrne, CEO of CEN, issued January 24, 2018 with a 30-day maturity, bearing share interest of 2,000 common shares per 30-day period. This is an unsecured loan that matured on January 16, 2020.		50,000		50,000
Total loans payable - related party		1,362,600		1,360,806
Less: current portion		1,362,600		1,360,806
Long-term portion loans payable - related party	$	-	$	-

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Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2019

Accounting Policies [Abstract]

Consolidation, Policy [Policy Text Block]

Consolidation

CEN’s consolidated financial statements include the accounts of CEN, and Eastern Starr (collectively, the “Company”). CEN Holdings’ purpose was to ease and facilitate US banking transactions through

March 2017.

Eastern Starr’s purpose is to facilitate future growth opportunities in the LED lighting sector. All material intercompany transactions are eliminated in consolidation.

Basis of Accounting, Policy [Policy Text Block]

Basis of Accounting

The Company’s consolidated financial statements are prepared using the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America. The functional currency of the Company is the U.S. dollar.

Use of Estimates, Policy [Policy Text Block]

Use of Estimates and Assumptions

The accompanying consolidated financial statements include certain estimates and assumptions which affect the reported amounts of assets and liabilities at the date of the financial statements (including intangible assets), and the reported amounts of expenses during the reporting period, including stock-based compensation. Accordingly, actual results

may

differ from those estimates.

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash and Cash Equivalents

For purposes of the balance sheet and statement of cash flows, the Company considers all highly liquid instruments with a maturity of

three

months or less at the time of issuance to be cash equivalents.

Property, Plant and Equipment, Policy [Policy Text Block]

Property, Plant and Improvements

Property, plant and improvements are recorded at cost. Depreciation and amortization is provided using the straight-line method over the estimated useful lives or term of the assets, which is

10

years.

The cost of asset additions and improvements that extend the useful lives of property, plant and improvements are capitalized. Routine maintenance and repair items are charged to current operations. The original cost and accumulated depreciation of asset dispositions are removed from the accounts and any gain or loss is reflected in the statement of operations in the period of disposition.

The Company reviews long-lived assets to assess recoverability using undiscounted cash flows. When certain events or changes in operating or economic conditions occur, an impairment assessment is performed on the recoverability of the carrying value of these assets. If the asset is determined to be impaired, the loss is measured based on the difference between the asset's fair value and its carrying value. If quoted market prices are

not

available, Cen estimates fair value using a discounted value of estimated future cash flows.

Intangible Assets, Finite-Lived, Policy [Policy Text Block]

Intangible Assets

Intangible assets include a patent with a definite useful life and is amortized over

16

years. Management annually reviews this asset for impairment when circumstances indicate the carrying amount of an asset

may

not

be recoverable based on the undiscounted cash flows of the asset. If the carrying amount of an asset

may

not

be recoverable, a write-down to fair value is recorded. Fair values are determined based on the discounted cash flows, or external appraisals, as applicable.

Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block]

Impairment of Long-Lived Assets

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. See Note

6

for impairment charges taken in

2018

related to leasehold improvements. There were

no

impairment charges taken during the year ended

December 31, 2019.

Research and Development Expense, Policy [Policy Text Block]

Research and Development Expenditures

CEN expenses all research and development expenses when incurred. Research and development expenses were approximately

$41,000

in

2018.

There were

no

research and development expenses incurred in

2019.

Income Tax, Policy [Policy Text Block]

Income Taxes

Deferred income tax assets and liabilities are computed annually for differences between the financial statement and income tax bases of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the year plus or minus the change during the year in deferred tax assets and liabilities.

Foreign Currency Transactions and Translations Policy [Policy Text Block]

Foreign Currency Transactions and Balances

Foreign currency transactions in Canadian dollars are converted in the Company’s consolidated financial statements to U.S. dollars at the exchange rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are subsequently remeasured at the balance sheet date exchange rate into the functional currency. All gains and losses resulting from the settlement of foreign currency transactions and from the re-measurement of monetary assets and liabilities denominated in foreign currencies are included in the consolidated statements of operations.

Compensation Related Costs, Policy [Policy Text Block]

Stock-Based Compensation

The fair value of restricted stock awards granted to employees and non-employees is determined on the grant date and compensation is recognized ratably over the requisite service period equal to the fair value of the award.

The Company accounts for restricted stock awards issued to employees and non-employees in accordance with the authoritative guidance in ASC Topic

718,

Compensation—Stock Compensation (ASC

718

). ASC

718

requires all stock-based payments to employees, including grants of employee stock options and modifications to existing stock awards, to be recognized in the statements of operations and comprehensive loss based on their grant date fair values.

Earnings Per Share, Policy [Policy Text Block]

Loss per Share

Net loss per common share is computed pursuant to ASC

260

-

10

-

45.

Basic loss per share is computed based on the weighted average number of common shares outstanding during the period. Diluted net loss per share is calculated by dividing net loss by the diluted weighted average common shares outstanding, which includes the effect of potentially dilutive securities. During periods when there is a net loss, all potentially dilutive shares are anti-dilutive and are excluded from the calculation of net loss per share. Diluted earnings per share is similarly computed except that the denominator includes the effect, using the treasury stock method, of unvested restricted stock and convertible notes, if including such potential shares of common stock is dilutive. For

2019

and

2018,

the common stock equivalents of the convertible note agreements were

not

included in diluted earnings per share computations because their effect was antidilutive.

Lessee, Leases [Policy Text Block]

Leases

Effective

January 1, 2019,

the Company adopted Accounting Standards Update (“ASU”)

No.

2016

-

02,

“

Leases

”. This ASU requires substantially all leases be recorded on the balance sheet as right of use assets and lease obligations. The Company adopted the ASU using a modified retrospective adoption method at

January 1, 2019,

as outlined in ASU

No.

2018

-

11,

“

Leases - Targeted Improvements

”. Under this method of adoption, there is

no

impact to the comparative consolidated statement of operations and consolidated balance sheet. The Company determined that there was

no

cumulative-effect adjustment to beginning retained earnings on the consolidated balance sheet. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed carryforward of historical lease classifications. Adoption of this standard did

not

materially impact the Company’s results of operations and had

no

impact on the consolidated statement of cash flows.

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Note 7 - Advances to CEN Biotech Ukraine

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Advances to Related Party [Text Block]

NOTE

7

– ADVANCES TO CEN BIOTECH UKRAINE

At

December 31, 2019

and

2018,

the Company had advances of

$1,065,328

and

$875,328

respectively, to CEN Biotech Ukraine, LLC, a related party, (see Note

15

). The advances were for the purpose of funding the operations of CEN Biotech Ukraine, LLC and are unsecured, non-interest bearing, and are due on demand.

XML

Note 11 - Convertible Notes

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Long-term Debt [Text Block]

NOTE

11

– CONVERTIBLE NOTES

Convertible notes payable consists of the following at

December 31:

	2019		2018
Convertible note payable, due on demand, for the original amount of CAD $1,104,713, bearing interest at 7% per annum with conversion rights for 335,833 common shares.	$	850,519	$	809,755
Convertible notes payable to multiple private investors, including certain notes in default, bearing interest at 5% per annum with conversion rights for 3,333,740 common shares, maturing at various dates between May 2018 and November 2021.		5,373,806		4,333,892
Total convertible notes payable		6,224,325		5,143,647
Less current portion		5,185,412		3,597,760
Convertible notes payable, less current portion	$	1,038,913	$	1,545,887

These notes

may

be converted at the option of the note holder at any time after registration of CEN’s common stock upon written notice by the note holder. These notes are convertible into a total of

3,669,573

common shares.

As of

April 14, 2020,

we are currently in default of

$3,357,805

of convertible notes payable, which are convertible into

2,073,963

shares of common stock.

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Note 22 - Share Purchase and Merger Agreement (Details Textual) - AstralENERGY [Member]	Jul. 31, 2018 shares
Business Acquisition, Percentage of Voting Interests Acquired	70.00%
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares)	2,500,000

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Note 17 - Stock Based Compensation - Restricted Stock Award Activity (Details) - Restricted Stock [Member] - $ / shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Non-vested, number of share (in shares)	2,612,500	3,962,500
Non-vested, weighted average grant date fair value (in dollars per share)	$ 0.62	$ 0.62
Non-vested, weighted average remaining contractual term (Year)	1 year 197 days	2 years	2 years 335 days
Granted, number of share (in shares)	1,300,000	157,120
Granted, weighted average grant date fair value (in dollars per share)	$ 1	$ 0.65
Vested, number of share (in shares)	(1,887,500)	(1,507,120)
Vested, weighted average grant date fair value (in dollars per share)	$ 0.70	$ 0.62
Forfeited, number of share (in shares)
Forfeited, weighted average grant date fair value (in dollars per share)
Non-vested, number of share (in shares)	2,025,000	2,612,500	3,962,500
Non-vested, weighted average grant date fair value (in dollars per share)	$ 0.76	$ 0.62	$ 0.62

XML

Note 9 - Loans Payable (Details Textual) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Debt Instrument, Debt Default, Amount	$ 9,675,000
Equipment Pledged as Collateral	9,000
Stock Issued During Period, Value, New Issues	$ 168,750	$ 131,878
Individual Lenders [Member]
Stock Issued During Period, Shares, New Issues (in shares)	72,000	76,400
Stock Issued During Period, Value, New Issues	$ 67,500	$ 54,388

XML

Note 10 - Loans Payable - Related Party - Loans Payable to Related Parties (Details) - Loans Payable to Related Party [Member] - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Long-term Debt	$ 1,362,600	$ 1,360,806
Less: current portion	1,362,600	1,360,806
Long-term portion loans payable - related party
Bill Chaaban, President of Cen Biotech [Member]
Long-term Debt	236,100	234,306
Creative Edge [Member]
Long-term Debt	601,500	601,500
R&D Labs Canada, Inc [Member]
Long-term Debt	300,000	300,000
Spouse of Joseph Byrne, CEO of CEN Biotech [Member]
Long-term Debt	100,000	100,000
Director, Alex Tarrabain [Member]
Long-term Debt	75,000	75,000
Joseph Byrne [Member]
Long-term Debt	$ 50,000	$ 50,000

XML

Note 11 - Convertible Notes - Convertible Notes (Details) (Parentheticals)	12 Months Ended
	Dec. 31, 2019 CAD ($)	Dec. 31, 2018 CAD ($)
Convertible Notes 2 [Member]
Interest Rate	5.00%	5.00%
Conversion Rights	3,333,740	3,333,740
Maturing Dates Range Start	May 01, 2018	May 01, 2018
Maturing Dates Range End	Dec. 01, 2021	Dec. 01, 2021
Convertible Debt [Member]
Conversion Rights	3,669,573
Convertible Debt [Member] | Convertible Notes 1[Member]
Interest Rate	7.00%	7.00%
Conversion Rights	335,833	335,833
Original Amount	$ 1,104,713	$ 1,104,713

XML

Note 11 - Convertible Notes (Tables)

12 Months Ended

Dec. 31, 2019

Notes Tables

Schedule of Long-term Debt Instruments [Table Text Block]

	2019		2018
Convertible note payable, due on demand, for the original amount of CAD $1,104,713, bearing interest at 7% per annum with conversion rights for 335,833 common shares.	$	850,519	$	809,755
Convertible notes payable to multiple private investors, including certain notes in default, bearing interest at 5% per annum with conversion rights for 3,333,740 common shares, maturing at various dates between May 2018 and November 2021.		5,373,806		4,333,892
Total convertible notes payable		6,224,325		5,143,647
Less current portion		5,185,412		3,597,760
Convertible notes payable, less current portion	$	1,038,913	$	1,545,887

XML

Note 5 - Property, Plant and Improvements, Net (Tables)

12 Months Ended

Dec. 31, 2019

Notes Tables

Property, Plant and Equipment [Table Text Block]

	2019			2018
Leasehold improvements	$	166,163		$	166,163
Furniture and equipment		17,668			17,668
Accumulated depreciation		(35,706	)		(17,322	)
Net property, plant and improvements	$	148,125		$	166,509

XML

Note 17 - Stock Based Compensation (Tables)

12 Months Ended

Dec. 31, 2019

Notes Tables

Share-based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block]

	2019		2018
Stock Based Compensation	$	1,176,600	$	682,000
Professional fees		36,000		12,241
Legal		-		77,500
Total	$	1,212,600	$	771,741

Nonvested Restricted Stock Shares Activity [Table Text Block]

	Number of Shares			Weighted- Average Grant Date Fair Value per Share		Weighted- Average Remaining Contractual Term (Years)
Non-vested at January 1, 2018		3,962,500			0.62		2.92
Granted		157,120			0.65		-
Vested		(1,507,120	)		0.62		-
Forfeited		-			-		-
Non-vested at December 31, 2018		2,612,500		$	0.62		2.00
Granted		1,300,000			1.00		-
Vested		(1,887,500	)		0.70		-
Forfeited		-			-		-
Non-vested at December 31, 2019		2,025,000		$	0.76		1.54

XML

Note 6 - Improvements in Process

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Improvements in Process [Text Block]

NOTE

6

– IMPROVEMENTS IN PROCESS

An impairment assessment during the

fourth

quarter of

2018

concluded the investment in property and improvements in development, which represented the capitalized costs the Company incurred in constructing the improvements, at

20

North Rear Road was substantially impacted by the changes in Canada’s Medical Marihuana Purposes Regulations and the Company reported impairment charges of

$1,270,115

in

2018.

There were

no

further impairments in

2019.

During

2018,

$160,724

of improvements in process related to the Company’s main office were placed into service and transferred into property and equipment. There were

no

such transfers in

2019.

XML

Note 10 - Loans Payable - Related Party

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Loans Payable to Related Party [Text Block]

NOTE

10

– LOANS PAYABLE- RELATED PARTY

Loans payable - related party consists of the following at

December 31:

	2019		2018
Loans payable in default to the spouse of Bill Chaaban, President of CEN, for the original amounts of CAD $48,630 and USD $198,660, bear interest at 10% per annum. These are unsecured loans that matured on December 31, 2018.	$	236,100	$	234,306
Loans payable in default to a former director of Creative, former parent company, bear interest at 10% per annum. This are unsecured loans that matured on December 31, 2018.		601,500		601,500
Loan payable in default to R&D Labs Canada, Inc., whose president is Bill Chaaban, also the President of CEN, bearing interest at 8% per annum. This is an unsecured loan that matured on October 2, 2019. R&D Labs Canada is a company owned by Bill Chaaban’s spouse.		300,000		300,000
Loan payable in default to the spouse of Joseph Byrne, CEO of CEN, issued January 12, 2018 with a 30-day maturity, bearing share interest of 4,000 common shares per 30-day period. This is an unsecured loan that matured on January 16, 2020.		100,000		100,000
Loan payable in default to Alex Tarrabain, a Director of CEN, issued January 17, 2018 with a 30-day maturity, bearing share interest of 3,000 common shares per 30-day period. This is an unsecured loan that matured on January 16, 2020.		75,000		75,000
Loan payable in default to Joseph Byrne, CEO of CEN, issued January 24, 2018 with a 30-day maturity, bearing share interest of 2,000 common shares per 30-day period. This is an unsecured loan that matured on January 16, 2020.		50,000		50,000
Total loans payable - related party		1,362,600		1,360,806
Less: current portion		1,362,600		1,360,806
Long-term portion loans payable - related party	$	-	$	-

In

March 2018,

Bill Chaaban, President of CEN, fully assigned and transferred all rights, title, and interests in his loans and related accrued interest due from CEN to his spouse.

Attributable related party accrued interest was

$460,784

and

$357,373

as of

December 31, 2019

and

2018,

respectively. Interest expense attributable to related party loans was

$209,661

and

$184,250

in

2019

and

2018,

respectively.

During both

2019

and

2018,

108,000

common shares were issued to related parties in connection with interest terms of the above loans made to CEN. Accordingly, during

2019

and

2018,

$101,250

and

$77,490

in related party interest expense and additional paid-in capital was recorded, respectively.

XML

Note 23 - Subsequent Events (Details Textual)	3 Months Ended	12 Months Ended
	Apr. 14, 2020 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)
Proceeds from Convertible Debt		$ 1,045,914	$ 1,565,887
Subsequent Event [Member]
Proceeds from Convertible Debt	$ 208,000
Debt Instrument, Convertible, Number of Equity Instruments	130,000

XML

Note 18 - Other Receivable (Details Textual) - Line of Credit to Clear Com [Member]	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)	May 31, 2017 USD ($)	May 31, 2017 CAD ($)
Unfunded Line of Credit Commitment, Maximum			$ 769,900	$ 1,000,000
Receivables, Interest Rate			2.00%	2.00%
Allowance for Doubtful Accounts Receivable, Ending Balance	$ 0	$ 0

XML

Note 11 - Convertible Notes - Convertible Notes (Details) - Convertible Debt [Member] - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Long-term Debt	$ 6,224,325	$ 5,143,647
Less: current portion	5,185,412	3,597,760
Long-term portion loans payable - related party	1,038,913	1,545,887
Convertible Notes 1[Member]
Long-term Debt	850,519	809,755
Convertible Notes 2 [Member]
Long-term Debt	$ 5,373,806	$ 4,333,892

XML

Note 8 - Intangible Assets - Intangible Assets (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Lighting patent	$ 6,797,000	$ 6,797,000
Accumulated amortization	(1,416,041)	(991,229)
Net	$ 5,380,959	$ 5,805,771

XML

Note 10 - Loans Payable - Related Party (Details Textual) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Interest Expense, Related Party	$ 449,922	$ 430,818
Stock Issued During Period, Value, New Issues	$ 168,750	$ 131,878
Related Parties Lenders [Member]
Stock Issued During Period, Shares, New Issues (in shares)	108,000	108,000
Stock Issued During Period, Value, New Issues	$ 101,250	$ 77,490
Loans Payable to Related Party [Member]
Interest Payable, Related Party	460,784	357,373
Interest Expense, Related Party	$ 209,661	$ 184,250

XML

Note 12 - Convertible Notes - Related Party - Convertible Notes Payable to Related Parties (Details) (Parentheticals)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Director, Alex Tarrabain [Member]
Interest Rate	5.00%	5.00%
Conversion Rights	30,000	30,000
Maturing Dates	Mar. 31, 2019	Mar. 31, 2019
Brother of Director Ameen Ferris [Member]
Interest Rate	5.00%	5.00%
Conversion Rights	12,500	12,500
Maturing Dates	Jun. 19, 2021	Jun. 19, 2021
Convertible Debt Payable to Related Party [Member]
Conversion Rights	1,599,176
Convertible Debt Payable to Related Party [Member] | Bill Chaaban, President of Cen Biotech [Member]
Interest Rate	12.00%	12.00%
Conversion Rights	867,576	867,576
Maturing Dates	Aug. 17, 2020	Aug. 17, 2020
Convertible Debt Payable to Related Party [Member] | Director, Harold Aubrey de Lavenu [Member]
Interest Rate	5.00%	5.00%
Conversion Rights	548,980	548,980
Maturing Dates	Mar. 31, 2019	Mar. 31, 2019
Convertible Debt Payable to Related Party [Member] | Joseph Byrne [Member]
Interest Rate	12.00%	12.00%
Conversion Rights	140,120	140,120
Maturing Dates	Aug. 17, 2020	Aug. 17, 2020

XML

Note 14 - Shareholders' Deficit / Stock Activity (Details Textual)	Nov. 27, 2018 $ / shares shares	Dec. 31, 2019 $ / shares shares	Dec. 31, 2018 $ / shares
Common Stock, No Par Value (in dollars per share) | $ / shares		$ 0	$ 0
Preferred Stock [Member] | James Robinson [Member]
Stock Repurchased and Retired During Period, Shares (in shares) | shares	714
Stock Repurchased, Price Per Share (in dollars per share) | $ / shares	$ 0.07
Preferred Stock, Voting Rights Per Each Share	500
Convertible Debt [Member]
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | shares		5,268,749

XML

Note 5 - Property, Plant and Improvements, Net (Details Textual) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Depreciation, Total	$ 18,384	$ 14,230

XML

Note 21 - Fair Value Disclosures (Tables)

12 Months Ended

Dec. 31, 2019

Notes Tables

Fair Value, by Balance Sheet Grouping [Table Text Block]

	Fair Value Measured at Reporting Date Using
	Carrying Amount		Level 1		Level 2		Level 3		Fair Value
At December 31, 2019:
Cash and cash equivalents	$	3,757	$	-	$	3,757	$	-	$	3,757
Other receivables	$	424,110	$	-	$	-	$	424,110	$	424,110
Note receivable - related party	$	44,859	$	-	$	-	$	44,859	$	44,859
Advances to CEN Biotech
Ukraine, LLC - related party	$	1,065,328	$	-	$	-	$	1,065,328	$	1,065,328
Loans payable	$	10,121,411	$	-	$	-	$	10,121,411	$	10,121,411
Loans payable – related parties	$	1,362,600	$	-	$	-	$	-	$	-
Patent acquisition liability	$	720,000	$	-	$	-	$	720,000	$	720,000
Convertible notes payable	$	6,224,325	$	-	$	-	$	6,918,486	$	6,918,486
Convertible notes payable – related parties	$	2,558,681	$	-	$	-	$	-	$	-

	Carrying Amount		Level 1		Level 2		Level 3		Fair Value
At December 31, 2018:
Cash and cash equivalents	$	3,193	$	-	$	3,193	$	-	$	3,193
Other receivables	$	418,905	$	-	$	-	$	418,905	$	418,905
Note receivable - related party	$	44,859	$	-	$	-	$	44,859	$	44,859
Advances to CEN Biotech
Ukraine, LLC - related party	$	875,328	$	-	$	-	$	875,328	$	875,328
Loans payable	$	10,107,205	$	-	$	-	$	10,107,205	$	10,107,205
Loans payable – related parties	$	1,360,806	$	-	$	-	$	-	$	-
Patent acquisition liability	$	1,010,000	$	-	$	-	$	1,010,000	$	1,010,000
Convertible notes payable	$	5,143,647	$	-	$	-	$	5,534,810	$	5,534,810
Convertible notes payable – related parties	$	2,538,681	$	-	$	-	$	-	$	-

XML

Note 8 - Intangible Assets (Details Textual) - USD ($)			1 Months Ended	7 Months Ended	12 Months Ended
	Apr. 03, 2019	Sep. 12, 2016	Mar. 31, 2018	Sep. 30, 2018	Dec. 31, 2019	Dec. 31, 2018
Stock Issued During Period, Value, Purchase of Assets			$ 5,000,000
Development of Acquired Technology, Annual Compensation for Specialist		$ 200,000
Noncash or Part Noncash Acquisition, Noncash Consideration, Liability Incurred	$ 4,380,000					$ 4,380,000
Contingent Consideration Classified as Equity, Fair Value Disclosure					720,000	1,010,000
Impairment of Real Estate					$ 0	0
Finite-Lived Intangible Asset, Useful Life (Year)					16 years
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months					$ 424,812
Finite-Lived Intangible Asset, Expected Amortization, Year Thirteen					283,215
Adjustments to Additional Paid in Capital, Patent Acquisition Liability Modification	$ 424,812					$ 4,380,000
Finite-Lived Intangible Asset, Expected Amortization, Year Two					424,812
Finite-Lived Intangible Asset, Expected Amortization, Year Three					424,812
Finite-Lived Intangible Asset, Expected Amortization, Year Four					424,812
Finite-Lived Intangible Asset, Expected Amortization, Year Five					424,812
Finite-Lived Intangible Asset, Expected Amortization, Year Six					424,812
Finite-Lived Intangible Asset, Expected Amortization, Year Seven					424,812
Finite-Lived Intangible Asset, Expected Amortization, Year Eight					424,812
Finite-Lived Intangible Asset, Expected Amortization, Year Nine					424,812
Finite-Lived Intangible Asset, Expected Amortization, Year Ten					424,812
Finite-Lived Intangible Asset, Expected Amortization, Year Eleven					424,812
Finite-Lived Intangible Asset, Expected Amortization, Year Twelve					$ 424,812
Tesla Digital [Member]
Stock Issued During Period, Shares, Purchase of Assets (in shares)				1,000,000
Patented Technology [Member]
Stock Issued During Period, Value, Purchase of Assets		5,000,000
Noncash or Part Noncash Acquisition, Noncash Consideration, Carrying Value of Properties to be Transferred		2,161,467
Noncash or Part Noncash Acquisition, Noncash Consideration, Original Cost of Property Transferred		$ 202,666

XML

Note 22 - Share Purchase and Merger Agreement

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Share Purchase Agreement [Text Block]

NOTE

2

2

– SHARE PURCHASE

AND MERGER

AGREEMENT

S

On

July 31, 2018,

the Company entered into a Share Purchase Agreement with AstralENERGY Solar Manufacturing Corporation, LTD. (“AstralENERGY”) to acquire

70%

of the outstanding common stock of AstralENERGY. The Company will issue an aggregate

2,500,000

shares of common stock of the Company as consideration for the acquisition. AstralENERGY is a manufacturer of architecturally designed solar panels for residential and commercial solar production and has also developed integrated multi-function LED street lighting systems. Consummation of the acquisition is subject to the completion of certain conditions specified in the agreement. As of

April 14, 2020,

this transaction has

not

closed.

On

June 21, 2019,

the Company entered into a Merger Agreement (the “Merger Agreement”) with Caduceus Software Systems Corp. (“CSOC”), Caduceus Merger Sub, Inc., a Wyoming corporation and a wholly owned subsidiary of CSOC (the “Merger Sub”).  Pursuant to the Merger Agreement, the Company, the Merger Sub and CSOC agreed to effect a merger transaction, pursuant to which the Company will merge with and into the Merger Sub, with the Company surviving and being a wholly owned subsidiary of CSOC (the “Merger”). Pursuant to the Merger Agreement, the Company had the unilateral right to terminate the Merger Agreement in the event that the Company’s due diligence review of CSOC and Merger Sub was unsatisfactory to the Company in its sole discretion. Following a careful due diligence review of CSOC and Merger Sub, the Board of the Company decided that such due diligence review was unsatisfactory, and therefore the Company terminated the Merger Agreement as of

November 27, 2019.

There were

no

termination penalties incurred or payable by the Company in connection with the termination.

XML

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Cash flows from operating activities
Net loss	$ (5,655,119)	$ (7,530,361)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation	18,384	14,230
Amortization	424,812	424,812
Lease expense	(660)
Impairment expense	0	1,270,115
Stock-based compensation - employees	1,176,600	682,000
Stock-based compensation - non-employees	36,000	89,741
Non-cash interest expense	2,792,061	2,385,807
Non-cash interest expense – related parties	431,716	353,326
Deferred lease expense		217,210
Change in fair value of patent acquisition liability	(290,000)	390,000
Foreign exchange loss (gain)	65,724	(91,963)
Changes in operating assets and liabilities
Other receivable	(5,205)	(196,343)
Accounts payable	(36,009)	95,049
Accounts payable – related parties		65,873
Accrued expenses	172,346	106,503
Net cash used in operating activities	(869,350)	(1,724,001)
Cash flows from investing activities
Advance on business acquisition	(190,000)	(100,000)
Leasehold improvements in progress		(5,439)
Net cash used in investing activities	(190,000)	(105,439)
Cash flows from financing activities
Issuance of loans payable		380,000
Repayment of loans payable		(230,000)
Issuance of loans payable – related parties		225,000
Issuance of convertible notes	1,045,914	1,565,887
Repayment of convertible notes	(6,000)	(21,600)
Issuance of convertible notes - related parties	20,000
Repayment of convertible notes - related parties		(171,632)
Net cash provided by financing activities	1,059,914	1,747,655
Net increase (decrease) in cash and cash equivalents	564	(81,785)
Cash and cash equivalents, beginning of year	3,193	84,978
Cash and cash equivalents, end of year	3,757	3,193
Supplemental cash flows disclosures
Cash paid for interest	85,847	66,006
Non-cash transactions - investing and financing activities
Patent acquisition liability modification		$ 4,380,000

XML

Note 14 - Shareholders' Deficit / Stock Activity

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

NOTE

14

– SHAREHOLDERS’ DEFICIT / STOCK ACTIVITY

The Company is authorized to issue an unlimited number of common shares and an unlimited number of special voting shares. Common shares have

no

stated par value.

As of

December 31, 2019,

5,268,749

shares of common stock are committed to the holders of the convertible notes.

On

November 27, 2018,

the Company executed a share repurchase agreement with James Robinson, pursuant to which the Company repurchased from Mr. Robinson

714

shares of special voting stock in the capital of the Company, at a purchase price in the aggregate amount of

$0.07.

The title of the class of such shares is “Special Voting” shares of the Company. Each such share of capital stock was entitled to

500

votes. Accordingly, all of this class of special voting stock, which was the only special voting stock of the Company, has been redeemed, retired and cancelled.

XML

Note 18 - Other Receivable

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Loans, Notes, Trade and Other Receivables Disclosure [Text Block]

NOTE

18

- OTHER RECEIVABLE

In

May 2017,

as amended on

June 30, 2018,

CEN entered into an agreement with Clear Com Media, Inc. ("Clear Com") to provide a line of credit to Clear Com in amounts up to CAD

$1,000,000

(

$769,900

) through

June 30, 2020 (

maturity date) at a rate of

2%

per annum.

No

allowance was considered necessary as of

December 31, 2019

or

2018.

The agreement was entered into to support the development of technologies that

may

be of future value to the Company.

XML

Consolidated Balance Sheets - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Current assets
Cash and cash equivalents	$ 3,757	$ 3,193
Property, plant and improvements
Property and equipment, net	148,125	166,509
Other assets
Operating lease right-of-use assets	229,284
Other receivable	424,110	418,905
Note receivable - related party	44,859	44,859
Advances to CEN Biotech Ukraine LLC - related party	1,065,328	875,328
Intangible assets, net	5,380,959	5,805,771
Total assets	7,296,422	7,314,565
Current liabilities
Accounts payable	181,266	206,521
Loans payable	10,121,411	10,107,205
Loans payable – related parties	1,362,600	1,360,806
Convertible notes payable	5,185,412	3,597,760
Convertible notes payable- related parties	2,538,681	926,368
Accrued interest	9,585,055	6,860,494
Accrued interest – related parties	1,274,899	946,227
Operating lease liabilities	44,361
Accrued expenses	574,723	402,377
Total current liabilities	30,868,408	24,407,758
Operating lease liabilities, less current portion	184,263
Patent acquisition liability	720,000	1,010,000
Convertible notes, less current portion	1,038,913	1,545,887
Convertible notes - related parties, less current portion	20,000	1,612,313
Total liabilities	32,831,584	28,575,958
Commitments and contingencies (Notes 4, 8, 11, 12, 16, 17, 18, 20, and 22)
Shareholders’ deficit
Common stock; unlimited authorized shares; 26,953,363 and 25,473,363 issued and outstanding as of December 31, 2019 and 2018, respectively. No par value.
Additional paid-in capital	15,775,010	14,393,660
Accumulated deficit	(41,310,172)	(35,655,053)
Total shareholders’ deficit	(25,535,162)	(21,261,393)
Total liabilities and shareholders’ deficit	$ 7,296,422	$ 7,314,565

XML

Note 4 - Going Concern Uncertainty / Management Plans

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Substantial Doubt about Going Concern [Text Block]

NOTE

4

– GOING CONCERN UNCERTAINTY / MANAGEMENT PLANS

The accompanying consolidated financial statements have been prepared in contemplating continuation of the Company as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred significant operating losses and negative cash flows from operations since inception. The Company had an accumulated deficit of

$41,310,172

at

December 31, 2019

and had

no

committed source of additional debt or equity financing. The Company has

not

had any operating revenue and does

not

foresee any operating revenue in the near term. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company has relied on the issuance of loans payable and convertible debt instruments to finance its expenses, including notes that are in default, as described in Notes

9,

10,

11,

and

12.

The Company will continue to raise additional capital through placement of our common stock, notes or other securities in order to implement its business plan or additional borrowings, including from related parties. The COVID-

19

pandemic has hindered the Company’s ability to raise capital. There can be

no

assurance that the Company will be successful in either situation in order to continue as a going concern. The consolidated financial statements do

not

include any adjustments that might result from the outcome of these uncertainties.

The Company’s cash position

may

not

be sufficient to support the Company’s daily operations or its ability to undertake any business activity that will generate net revenue.

XML

Note 8 - Intangible Assets

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Intangible Assets Disclosure [Text Block]

NOTE

8

– INTANGIBLE ASSETS

On

September 12, 2016,

the Company executed an agreement dated

August 31, 2016,

to acquire assets, including a patent related to LED Lighting, from Tesla Digital, Inc., a Canadian Corporation, and Stevan (Steve) Pokrajac (the “Sellers”).

Material consideration given by Company was: (a) Shares of CEN common stock equal to

$5

million upon commencement of public trading (b) The transfer of real properties located at

135

North Rear Road, Lakeshore, Ontario, Canada having a fair value of

$2,161,467

and

1517

-

1525

Ridge Road having a purchase cost (including other related disbursements) to the Company of

$202,666.

The patent remains in the name of Tesla Digital, Inc. until full settlement of the terms of the agreement. In the interim, pursuant to an updated agreement executed on

April 15, 2019

between the Company and the Sellers, CEN has reaffirmed the rights to use the patented technology.

In addition, the Company agreed to employ Stevan Pokrajac, by an LED subsidiary that the Company plans to form, but which has

not

yet been formed, in connection with the development of the acquired technology with compensation equal to

$200,000

per year, commencing with the start of operations.

In

March 2018,

the Tesla agreement was amended to replace the

$5

million stock consideration commitment with a commitment to issue

one million

registered shares of CEN common stock with a closing date of

September 30, 2018.

On

October 4, 2018,

this agreement was amended to extend the closing date to

December 15, 2018.

On

April 3, 2019,

the Company entered into an amendment which extended the closing date of the agreement to

December 31, 2019.

On

March 16, 2020

the Company entered into an amendment extending the closing date until

December 31,

2021.The

March 2018

modification of the agreement converted a fixed value of shares to a fixed number of shares. Accordingly, the liability was reduced and additional paid in capital was increased by

$4,380,000

to reflect the fair value of the shares committed at the date of the amendment. As of

December 31, 2019

and

2018,

the fair value of this liability was

$720,000

and

$1,010,000,

respectively. This liability will be remeasured at each reporting date using the current fair value of CEN’s common shares.

The Company intends to explore using the patented LED Lighting Technology across manufacturing operations and licensing opportunities across multiple industries such as horticultural, automotive, industrial and commercial lighting. The assets acquired, other than the patent, included certain machinery and raw materials, which were old and non-functioning and accordingly, had

no

fair value.

The intangible assets consists of the following as of

December 31:

	2019			2018
Lighting patent	$	6,797,000		$	6,797,000
Accumulated amortization		(1,416,041	)		(991,229	)
Net	$	5,380,959		$	5,805,771

As of

December 31, 2019

and

2018,

there is

no

impairment expense recognized based on the Company’s expectations that it will be able to monetize the patent. The lighting patent is being amortized straight-line over

16

years. Expected amortization expense is

$424,812

per year through

2031,

with the remaining

$283,215

to be amortized in

2032.

XML

Note 12 - Convertible Notes - Related Party

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Long-term Convertible Notes Related Party [Text Block]

NOTE

12

– CONVERTIBLE NOTES - RELATED PARTY

Convertible notes - related party consists of the following at

December 31:

	2019		2018
Convertible note due to the spouse of Bill Chaaban, President of CEN, which bears an interest at 12% per annum. This note is convertible to 867,576 common shares with a maturity date of August 17, 2020.	$	1,388,122	$	1,388,122
Convertible notes in default due to Harold Aubrey de Lavenu, a Director of CEN, bearing interest at 5% per annum. These notes are convertible to 548,980 common shares and matured on March 31, 2019.		878,368		878,368
Convertible note in default due to Alex Tarrabain, a Director of CEN, bearing interest at 5% per annum. This note is convertible to 30,000 common shares and matured on March 31, 2019.		48,000		48,000
Convertible notes due to Joseph Byrne, CEO of CEN, bearing interest at 12% per annum. This note is convertible to 140,120 common shares with a maturity date of August 17, 2020.		224,191		224,191
Convertible note due to Darren Ferris, brother of Ameen Ferris, a Director of CEN, bearing interest at 5% per annum. This note is convertible to 12,500 common shares with a maturity date of June 19, 2021.		20,000		-
Total convertible notes payable - related party		2,558,681		2,538,681
Less current portion		2,538,681		926,368
Convertible notes payable - related party, less current portion	$	20,000	$	1,612,313

In

March 2018,

Bill Chaaban, President of CEN, fully assigned and transferred all rights, title, and interests in his loans and related accrued interest due from CEN to his spouse.

Attributable related party accrued interest was

$814,115

and

$588,854

as of

December 31, 2019

and

2018,

respectively. Interest expense attributable to related party convertible notes was

$240,261

and

$246,568

in

2019

and

2018,

respectively.

These notes

may

be converted at the option of the note holder at any time after registration of CEN’s common stock upon written notice by the note holder. These notes are convertible into a total of

1,599,176

common shares.

As of

April 14, 2020,

we are currently in default of

$926,368

of convertible notes payable, which are convertible into

578,980

shares of common stock.

XML

Note 13 - Income Taxes (Tables)

12 Months Ended

Dec. 31, 2019

Notes Tables

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

	2019			2018
Income tax benefit at Canadian statutory rate		26.5	%		26.5	%
Valuation allowance		(26.5%	)		(26.5%	)
Effective income tax rate		0	%		0	%

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

	2019			2018
Deferred tax asset - net operating losses	$	6,800,000		$	5,300,000
Deferred tax asset valuation allowance		(6,800,000	)		(5,300,000	)
Net deferred tax asset	$	-		$	-

XML

Note 9 - Loans Payable (Tables)

12 Months Ended

Dec. 31, 2019

Notes Tables

Schedule of Short-term Debt [Table Text Block]

	2019		2018
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
Mortgage payable in default to ARG & Pals, Inc., for the original amount of CAD $385,000. The mortgage bears interest at 22% per annum, and matured on November 21, 2018.		296,411		282,205
Loan payable in default to an individual, issued January 17, 2018 with a 30-day maturity, bearing share interest of 2,000 common shares per 30-day period. This is an unsecured loan which matured on January 16, 2020.		50,000		50,000
Loan payable in default to an individual, issued April 13, 2018, with a 30-day maturity, bearing share interest of 4,000 common shares per 30-day period. This is an unsecured loan which matured on January 16, 2020.		100,000		100,000
Total loans payable (all current)	$	10,121,411	$	10,107,205

XML

Note 9 - Loans Payable - Loans Payable (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Loans payable	$ 10,121,411	$ 10,107,205
Short-term Loan Payable to Global Holdings International, LLC [Member]
Loans payable	9,675,000	9,675,000
Short-term Mortgage Payable to ARG & Pals, Inc. [Member]
Loans payable	296,411	282,205
Short-term Loan Payable to an Individual [Member]
Loans payable	50,000	50,000
Second Short-term Loan Payable to an Individual [Member]
Loans payable	$ 100,000	$ 100,000

XML

Note 10 - Loans Payable - Related Party - Loans Payable to Related Parties (Details) (Parentheticals)	12 Months Ended
	Dec. 31, 2019 USD ($) shares	Dec. 31, 2018 USD ($) shares	Dec. 31, 2019 CAD ($) shares	Dec. 31, 2018 CAD ($) shares
Director, Alex Tarrabain [Member]
Interest Rate	5.00%	5.00%	5.00%	5.00%
Maturity Date	Mar. 31, 2019	Mar. 31, 2019
Loans Payable to Related Party [Member]
Interest Rate	8.00%	8.00%	8.00%	8.00%
Maturity Date	Oct. 02, 2019	Oct. 02, 2019
Loans Payable to Related Party [Member] | Bill Chaaban, President of Cen Biotech [Member]
Interest Rate	10.00%	10.00%	10.00%	10.00%
Maturity Date	Dec. 31, 2018	Dec. 31, 2018
Loans Payable to Related Party [Member] | Bill Chaaban, President of Cen Biotech [Member] | Loans Payable in Default, One [Member]
Original Amount | $			$ 48,630	$ 48,630
Loans Payable to Related Party [Member] | Bill Chaaban, President of Cen Biotech [Member] | Loans Payable in Default, Two [Member]
Original Amount | $	$ 198,660	$ 198,660
Loans Payable to Related Party [Member] | Creative Edge [Member]
Interest Rate	10.00%	10.00%	10.00%	10.00%
Maturity Date	Dec. 31, 2018	Dec. 31, 2018
Loans Payable to Related Party [Member] | Spouse of Joseph Byrne, CEO of CEN Biotech [Member]
Maturity Date	Jan. 16, 2020	Jan. 16, 2020
Share Interest (in shares)	4,000	4,000	4,000	4,000
Loans Payable to Related Party [Member] | Director, Alex Tarrabain [Member]
Maturity Date	Jan. 16, 2020	Jan. 16, 2020
Share Interest (in shares)	3,000	3,000	3,000	3,000
Loans Payable to Related Party [Member] | Joseph Byrne [Member]
Maturity Date	Jan. 16, 2020	Jan. 16, 2020
Share Interest (in shares)	2,000	2,000	2,000	2,000

XML

Note 21 - Fair Value Disclosures - Fair Value of Financial Instruments (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Reported Value Measurement [Member]
Cash and cash equivalents	$ 3,757	$ 3,193
Other receivables	424,110	418,905
Note receivable - related party	44,859	44,859
Ukraine, LLC - related party	1,065,328	875,328
Loans payable	10,121,411	10,107,205
Loans payable – related parties	1,362,600	1,360,806
Patent acquisition liability	720,000	1,010,000
Convertible notes payable	6,224,325	5,143,647
Convertible notes payable – related parties	2,558,681	2,538,681
Estimate of Fair Value Measurement [Member]
Cash and cash equivalents	3,757	3,193
Other receivables	424,110	418,905
Note receivable - related party	44,859	44,859
Ukraine, LLC - related party	1,065,328	875,328
Loans payable	10,121,411	10,107,205
Loans payable – related parties
Patent acquisition liability	720,000	1,010,000
Convertible notes payable	6,918,486	5,534,810
Convertible notes payable – related parties
Estimate of Fair Value Measurement [Member] | Fair Value, Inputs, Level 1 [Member]
Cash and cash equivalents
Other receivables
Note receivable - related party
Ukraine, LLC - related party
Loans payable
Loans payable – related parties
Patent acquisition liability
Convertible notes payable
Convertible notes payable – related parties
Estimate of Fair Value Measurement [Member] | Fair Value, Inputs, Level 2 [Member]
Cash and cash equivalents	3,757	3,193
Other receivables
Note receivable - related party
Ukraine, LLC - related party
Loans payable
Loans payable – related parties
Patent acquisition liability
Convertible notes payable
Convertible notes payable – related parties
Estimate of Fair Value Measurement [Member] | Fair Value, Inputs, Level 3 [Member]
Cash and cash equivalents
Other receivables	424,110	418,905
Note receivable - related party	44,859	44,859
Ukraine, LLC - related party	1,065,328	875,328
Loans payable	10,121,411	10,107,205
Loans payable – related parties
Patent acquisition liability	720,000	1,010,000
Convertible notes payable	6,918,486	5,534,810
Convertible notes payable – related parties

XML

Note 17 - Stock Based Compensation - Compensation Expenses (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Compensation expense	$ 1,212,600	$ 771,741
Stock Based Compensation [Member]
Compensation expense	1,176,600	682,000
Professional Fees [Member]
Compensation expense	36,000	12,241
Legal [Member]
Compensation expense		$ 77,500

XML

Note 6 - Improvements in Process (Details Textual) - USD ($)	3 Months Ended	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2019	Dec. 31, 2018
Tangible Asset Impairment Charges, Total	$ 1,270,115	$ 0	$ 1,270,115
Transfer of Improvements in Process to Property, Plant and Equipment			$ 160,724

XML

Note 2 - Summary of Significant Accounting Policies (Details Textual) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Property, Plant and Equipment, Useful Life (Year)	10 years
Finite-Lived Intangible Asset, Useful Life (Year)	16 years
Asset Impairment Charges, Total	$ 0	$ 1,270,115
Research and Development Expense, Total	$ 0	$ 41,000

XML

Note 12 - Convertible Notes - Related Party (Details Textual)		3 Months Ended	12 Months Ended
	Apr. 14, 2020 USD ($)	Apr. 14, 2020 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)
Interest Expense, Related Party			$ 449,922	$ 430,818
Debt Instrument, Debt Default, Amount			9,675,000
Subsequent Event [Member]
Debt Instrument, Convertible, Number of Equity Instruments		130,000
Convertible Debt Payable to Related Party [Member]
Interest Payable, Related Party			814,115	588,854
Interest Expense, Related Party			$ 240,261	$ 246,568
Debt Instrument, Convertible, Number of Equity Instruments			1,599,176
Convertible Debt Payable to Related Party [Member] | Subsequent Event [Member]
Debt Instrument, Debt Default, Amount	$ 926,368	$ 926,368
Convertible Debt to Related Party in Default [Member] | Subsequent Event [Member]
Debt Instrument, Convertible, Number of Equity Instruments	578,980

XML

Note 13 - Income Taxes - Reconciliation of Effective Tax Rate (Details)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Income tax benefit at Canadian statutory rate	26.50%	26.50%
Valuation allowance	(26.50%)	(26.50%)
Effective income tax rate	0.00%	0.00%

XML

Note 16 - Lease (Including Related Parties) (Details Textual)			1 Months Ended		12 Months Ended
	Oct. 01, 2017 CAD ($)	Sep. 01, 2013 CAD ($)	Sep. 30, 2022 USD ($)	Jan. 31, 2017 CAD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2019 CAD ($)	Dec. 31, 2018 USD ($)	Jan. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Dec. 31, 2014 a
Operating Lease, Right-of-Use Asset					$ 229,284
Operating Lease, Liability, Total					228,624
Convertible Debt Issued to Lessor's Creditor [Member]
Convertible Debt, Total								$ 824,446
Lease Arrangement, 20 North Rear Road [Member]
Area of Land (Acre) | a										10.4
Operating Lease Annual Rent		$ 339,000
Accrued Rent									$ 552,934
Operating Lease, Monthly Rent				$ 4,000
Lessee, Operating Lease, Term of Contract (Year)								5 years
Operating Lease, Right-of-Use Asset					68,547
Operating Lease, Liability, Total					$ 65,467
Operating Lease, Weighted Average Discount Rate, Percent					8.00%
Lease Arrangement, 20 North Rear Road [Member] | General and Administrative Expense [Member]
Operating Lease, Expense						$ 33,369	253,695
Leases Office Space from R&D Labs Canada, Inc [Member]
Operating Lease, Monthly Rent	$ 2,608
Operating Lease, Right-of-Use Asset					$ 160,737
Operating Lease, Liability, Total					$ 163,157
Operating Lease, Weighted Average Discount Rate, Percent					8.00%
Leases Office Space from R&D Labs Canada, Inc [Member] | Forecast [Member]
Operating Lease, Monthly Rent			$ 3,390
Leases Office Space from R&D Labs Canada, Inc [Member] | General and Administrative Expense [Member]
Operating Lease, Expense					$ 26,000		$ 24,000

XML

Note 2 - Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block]

NOTE

2

– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidation

CEN’s consolidated financial statements include the accounts of CEN, and Eastern Starr (collectively, the “Company”). CEN Holdings’ purpose was to ease and facilitate US banking transactions through

March 2017.

Eastern Starr’s purpose is to facilitate future growth opportunities in the LED lighting sector. All material intercompany transactions are eliminated in consolidation.

Basis of Accounting

The Company’s consolidated financial statements are prepared using the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America. The functional currency of the Company is the U.S. dollar.

Use of Estimates and Assumptions

The accompanying consolidated financial statements include certain estimates and assumptions which affect the reported amounts of assets and liabilities at the date of the financial statements (including intangible assets), and the reported amounts of expenses during the reporting period, including stock-based compensation. Accordingly, actual results

may

differ from those estimates.

Cash and Cash Equivalents

For purposes of the balance sheet and statement of cash flows, the Company considers all highly liquid instruments with a maturity of

three

months or less at the time of issuance to be cash equivalents.

Property, Plant and Improvements

Property, plant and improvements are recorded at cost. Depreciation and amortization is provided using the straight-line method over the estimated useful lives or term of the assets, which is

10

years.

The cost of asset additions and improvements that extend the useful lives of property, plant and improvements are capitalized. Routine maintenance and repair items are charged to current operations. The original cost and accumulated depreciation of asset dispositions are removed from the accounts and any gain or loss is reflected in the statement of operations in the period of disposition.

The Company reviews long-lived assets to assess recoverability using undiscounted cash flows. When certain events or changes in operating or economic conditions occur, an impairment assessment is performed on the recoverability of the carrying value of these assets. If the asset is determined to be impaired, the loss is measured based on the difference between the asset's fair value and its carrying value. If quoted market prices are

not

available, Cen estimates fair value using a discounted value of estimated future cash flows.

Intangible Assets

Intangible assets include a patent with a definite useful life and is amortized over

16

years. Management annually reviews this asset for impairment when circumstances indicate the carrying amount of an asset

may

not

be recoverable based on the undiscounted cash flows of the asset. If the carrying amount of an asset

may

not

be recoverable, a write-down to fair value is recorded. Fair values are determined based on the discounted cash flows, or external appraisals, as applicable.

Impairment of Long-Lived Assets

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. See Note

6

for impairment charges taken in

2018

related to leasehold improvements. There were

no

impairment charges taken during the year ended

December 31, 2019.

Research and Development Expenditures

CEN expenses all research and development expenses when incurred. Research and development expenses were approximately

$41,000

in

2018.

There were

no

research and development expenses incurred in

2019.

Income Taxes

Deferred income tax assets and liabilities are computed annually for differences between the financial statement and income tax bases of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the year plus or minus the change during the year in deferred tax assets and liabilities.

Foreign Currency Transactions and Balances

Foreign currency transactions in Canadian dollars are converted in the Company’s consolidated financial statements to U.S. dollars at the exchange rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are subsequently remeasured at the balance sheet date exchange rate into the functional currency. All gains and losses resulting from the settlement of foreign currency transactions and from the re-measurement of monetary assets and liabilities denominated in foreign currencies are included in the consolidated statements of operations.

Stock-Based Compensation

The fair value of restricted stock awards granted to employees and non-employees is determined on the grant date and compensation is recognized ratably over the requisite service period equal to the fair value of the award.

The Company accounts for restricted stock awards issued to employees and non-employees in accordance with the authoritative guidance in ASC Topic

718,

Compensation—Stock Compensation (ASC

718

). ASC

718

requires all stock-based payments to employees, including grants of employee stock options and modifications to existing stock awards, to be recognized in the statements of operations and comprehensive loss based on their grant date fair values.

Loss per Share

Net loss per common share is computed pursuant to ASC

260

-

10

-

45.

Basic loss per share is computed based on the weighted average number of common shares outstanding during the period. Diluted net loss per share is calculated by dividing net loss by the diluted weighted average common shares outstanding, which includes the effect of potentially dilutive securities. During periods when there is a net loss, all potentially dilutive shares are anti-dilutive and are excluded from the calculation of net loss per share. Diluted earnings per share is similarly computed except that the denominator includes the effect, using the treasury stock method, of unvested restricted stock and convertible notes, if including such potential shares of common stock is dilutive. For

2019

and

2018,

the common stock equivalents of the convertible note agreements were

not

included in diluted earnings per share computations because their effect was antidilutive.

Leases

Effective

January 1, 2019,

the Company adopted Accounting Standards Update (“ASU”)

No.

2016

-

02,

“

Leases

”. This ASU requires substantially all leases be recorded on the balance sheet as right of use assets and lease obligations. The Company adopted the ASU using a modified retrospective adoption method at

January 1, 2019,

as outlined in ASU

No.

2018

-

11,

“

Leases - Targeted Improvements

”. Under this method of adoption, there is

no

impact to the comparative consolidated statement of operations and consolidated balance sheet. The Company determined that there was

no

cumulative-effect adjustment to beginning retained earnings on the consolidated balance sheet. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed carryforward of historical lease classifications. Adoption of this standard did

not

materially impact the Company’s results of operations and had

no

impact on the consolidated statement of cash flows.

XML

Consolidated Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Operating expenses
Consulting fees	$ 37,178	$ 297,685
Payroll and consulting fees – related parties	154,517	150,778
Stock based compensation	1,176,600	682,000
General and administrative	1,211,520	1,970,129
Impairment of leasehold improvements	0	1,270,115
Total operating expenses	2,579,815	4,370,707
Loss from operations	(2,579,815)	(4,370,707)
Other (expense) income
Interest expense	(2,857,910)	(2,440,194)
Interest expense – related parties	(449,922)	(430,818)
Interest income	8,252	9,395
Change in fair value of patent acquisition liability	290,000	(390,000)
Foreign exchange (loss) gain	(65,724)	91,963
Other expense, net	(3,075,304)	(3,159,654)
Net loss	$ (5,655,119)	$ (7,530,361)
Net Loss Per Share:
Basic and diluted (in dollars per share)	$ (0.21)	$ (0.30)
Weighted Average Number of Shares Outstanding
Basic and diluted (in shares)	26,364,500	25,303,654

XML

Note 16 - Lease (Including Related Parties)

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Lessee, Operating Leases [Text Block]

NOTE

16

– LEASE (

INCLUDING RELATED PARTIES)

The Company leases

20

North Rear Road, a

10.4

acre site of land in Canada. This was through a sublease from a relative of the Company’s President until

October 2019,

when the lease was assigned to a

third

-party. There are

two

buildings on the site –

one

of

27,000

square feet and

one

of

53,000

square feet. There is also a

4,000

square foot vault for security purposes. The Company constructed improvements to this property, including structures and equipment for growing marijuana, security fencing required for licensing as a marijuana producer, and other infrastructure. As further described in Note

6,

these improvements were fully impaired during

2018.

The

20

North Rear Road lease agreement began on

September 1, 2013

and required annual rent payments of CAD

$339,000,

including tax. At

December 31, 2016,

the balance sheet included accrued rent of

$552,934,

owed to Jamaal Shaban (“Lessor”), cousin of Bill Chaaban. Concurrently, the Lessor had fallen behind on a mortgage payable on the property. Effective

January 2017,

the Company entered into agreements to terminate the initial lease, enter into a convertible debt note with the Lessor’s creditor, and begin a new lease agreement for the same property. The new lease agreement calls for monthly rental payments of CAD

$4,000

plus taxes for a period of

five

years. In exchange, the Company issued convertible notes payable of

$824,446

in satisfaction of the accrued rent and future rent. The lease has been accounted for as an operating lease, and the amount of the note in excess of the accrued rent was treated as a deferred lease asset amortized over the

5

-year lease. However, in conjunction with the impairment, as further described in Note

6,

the remaining deferred lease asset was fully expensed in

2018.

As of

December 31, 2019,

the operating right of use asset was

$68,547

and the associated liability was

$65,467,

utilizing an

8%

discount rate. During

2019

and

2018,

lease expenses of

$33,369

and

$253,695,

respectively, related to this agreement were recognized within general and administrative expenses. This lease was assigned by the Lessor to Jamsyl Group, a

third

-party, in

October 2019.

The Company also leases office space in Windsor, Ontario from R&D Labs Canada, Inc., whose president is Bill Chaaban. This lease was subsequently assigned to RN Holdings Ltd, a

third

-party, on

May 8, 2019.

Under the lease agreement effective

October 1, 2017,

monthly rents of CAD

$2,608

are due through

September 2022,

at which point monthly rents of CAD

$3,390

are due. As of

December 31, 2019,

the operating right of use asset was

$160,737

and the associated liability was

$163,157,

utilizing an

8%

discount rate. During

2019

and

2018,

lease expenses of approximately

$26,000

and

$24,000,

respectively related to this agreement were recognized within general and administrative expenses.

Maturities of operating lease liabilities at

December 31, 2019

were as follows:

	Amount
2020	$	61,051
2021		61,051
2022		25,902
2023		31,320
2024		31,320
Thereafter		86,130
Total lease payments	$	296,774
Less imputed interest		68,150
Present value of lease liabilities	$	228,624

XML

Note 20 - Contingency

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

NOTE

2

0

– CONTINGENCY

In connection with the distribution by Creative of CEN’s common stock on

February

29,

2016

and the Form

10

registration statement filed by CEN to register its shares of common stock under the Exchange Act, CEN received comments by the Staff of the Securities and Exchange Commission, including a letter dated

May 4, 2016

in which the Staff noted that they “…continue to question the absence of Securities Act registration of the spin-off distribution”. In the event that the distribution of shares of CEN’s common stock was a distribution that required registration under the Securities Act, then the Company could be subject to enforcement action by the SEC that claims a violation of Section

5

of the Securities Act and could be subject to a private right of action for rescission or damages. Based on management’s estimate, any potential liability related to this matter would

not

be material.

XML

Note 5 - Property, Plant and Improvements, Net - Property, Plant and Improvement Placed in Service (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Accumulated depreciation	$ (35,706)	$ (17,322)
Net property, plant and improvements	148,125	166,509
Leasehold Improvements [Member]
Property, plant and equipment, gross	166,163	166,163
Furniture and Equipment [Member]
Property, plant and equipment, gross	$ 17,668	$ 17,668

XML

Note 1 - Nature of Business (Details Textual) - USD ($)	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2015
Stockholders' Equity Attributable to Parent, Ending Balance	$ (25,535,162)	$ (21,261,393)	$ (19,014,651)	$ (5,807,665)

XML

Note 16 - Lease (Including Related Parties) - Future Minimum Operating Lease Payments (Details)	Dec. 31, 2019 USD ($)
2020	$ 61,051
2021	61,051
2022	25,902
2023	31,320
2024	31,320
Thereafter	86,130
Total lease payments	296,774
Less imputed interest	68,150
Present value of lease liabilities	$ 228,624

XML

Note 12 - Convertible Notes - Related Party - Convertible Notes Payable to Related Parties (Details) - Convertible Debt Payable to Related Party [Member] - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Long-term Debt	$ 2,558,681	$ 2,538,681
Less: current portion	2,538,681	926,368
Long-term portion loans payable - related party	20,000	1,612,313
Bill Chaaban, President of Cen Biotech [Member]
Long-term Debt	1,388,122	1,388,122
Director, Harold Aubrey de Lavenu [Member]
Long-term Debt	878,368	878,368
Director, Alex Tarrabain [Member]
Long-term Debt	48,000	48,000
Joseph Byrne [Member]
Long-term Debt	224,191	224,191
Brother of Director Ameen Ferris [Member]
Long-term Debt	$ 20,000

XML

Note 13 - Income Taxes - Deferred Tax Assets (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Deferred tax asset - net operating losses	$ 6,800,000	$ 5,300,000
Deferred tax asset valuation allowance	(6,800,000)	(5,300,000)
Net deferred tax asset

XML

Consolidated Statements of Shareholders' Deficit - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balances (in shares) at Dec. 31, 2017	25,131,843
Balances at Dec. 31, 2017		$ 9,110,041	$ (28,124,692)	$ (19,014,651)
Patent acquisition liability modification (See Note 8)		4,380,000		4,380,000
Stock-based compensation (in shares)	20,000
Stock-based compensation		682,000		682,000
Issuance of common stock - interest shares (in shares)	184,400
Issuance of common stock - interest shares		131,878		131,878
Issuance of common stock - consulting (in shares)	137,120
Issuance of common stock - consulting		89,741		89,741
Net loss			(7,530,361)	(7,530,361)
Balances (in shares) at Dec. 31, 2018	25,473,363
Balances at Dec. 31, 2018		14,393,660	(35,655,053)	(21,261,393)
Stock-based compensation (in shares)	1,250,000
Stock-based compensation		1,176,600		1,176,600
Issuance of common stock - interest shares (in shares)	180,000
Issuance of common stock - interest shares		168,750		168,750
Issuance of common stock - consulting (in shares)	50,000
Issuance of common stock - consulting		36,000		36,000
Net loss			(5,655,119)	(5,655,119)
Balances (in shares) at Dec. 31, 2019	26,953,363
Balances at Dec. 31, 2019		$ 15,775,010	$ (41,310,172)	$ (25,535,162)

XML

Note 17 - Stock Based Compensation

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Share-based Payment Arrangement [Text Block]

NOTE

17

– STOCK BASED COMPENSATION

Adoption of Equity Compensation Plan

On

November 29, 2017,

the Board adopted the

2017

Equity Compensation Plan (the “Plan”) providing for the granting of options to purchase shares of common stock, restricted stock awards and other stock-based awards to directors, officers, employees, advisors and consultants. The Company reserved

20,000,000

shares of common stock for issuance under the Plan. The Plan is intended to provide equity incentives to persons retained by our Company.

Equity Compensation Grants

On

November 30, 2017,

the Company granted a

one

-time equity award (“Equity Award”) of

20,000

restricted shares of the Company’s common stock pursuant to a Restricted Stock Agreement, to each of the following executives and directors of the Company: Bahige “Bill” Chaaban, Chairman of the Board and President of the Company; Joseph Byrne, Chief Executive Officer and Director; Richard Boswell, Senior Executive Vice President, Chief Financial Officer (through

May 20, 2019)

and Director; Brian Payne, Vice President and Director; Donald Strilchuck, Director; Harold Aubrey de Lavenu, Director; Alex Tarrabain, Chief Financial Officer (effective

May 21, 2019)

and Director; and Ameen Ferris, Director. The Equity Awards vested immediately.

In addition, as part of this

one

-time equity award, Donald Strilchuck, Director, received an additional

1,000,000

restricted shares of the Company's common stock for security consulting services, of which

550,000

vested immediately and the remaining vesting ratably each month over the next

36

months. Other individuals received a total of

1,870,000

restricted shares of the Company's common stock for consulting services performed, of which

1,330,000

vested immediately and the remaining vesting ratably each month over the next

36

months. The expense related to the restricted stock awarded to non-employees for services rendered was recognized on the grant date.

On

June 7, 2018,

the Company elected Dr. Usamakh Saadikh to serve as a director of the Company. As compensation for his role as a Director, the company granted a

one

-time equity award of

20,000

shares of the Company’s common stock. This award vested immediately.

On

June 19, 2018,

the Company entered into an agreement with a law firm for the payment of its services under which the Company issued

125,000

shares of its common stock. This award vested immediately. The expense related to the restricted stock awarded to non-employees for services rendered was recognized on the grant date.

On

December 31, 2018,

the Company issued

12,120

shares of its common stock to individuals for the payment of their services. These awards vested immediately. The expense related to the stock awarded to non-employees for services rendered was recognized on the grant date.

On

October 1, 2019,

the Company entered into an agreement with a communications and branding firm for the payment of its services under which the Company issued

50,000

shares of its common stock. This award vested immediately. The expense related to the restricted stock awarded to non-employees for services rendered of

$36,000

was recognized on the grant date.

Employment Agreements

On

November 30, 2017,

employment agreements were entered into with

four

key members of management:

•     Under the Employment Agreement with Bahige (Bill) Chaaban, President of the Company, Mr. Chaaban will receive compensation in the form of a base annual salary of

$31,200

and a grant of

8,750,000

shares of restricted stock of the Company, of which

7,400,000

vested immediately and the remaining vesting ratably each month over the next

36

months until

November 2020.

•     Under the Employment Agreement with Joseph Byrne, Chief Executive Officer of the Company, Mr. Byrne will receive compensation in the form of a base annual salary of

$31,200

and a grant of

1,250,000

shares of restricted stock of the Company, of which

325,000

vested immediately and the remaining vesting ratably each month over the next

36

months until

November 2020.

Effective

November 13, 2019,

Mr. Byrne resigned and left the Company, at which point additional vesting and salary accruals ceased. As of

April 2, 2020,

the accrued salaries owed to Joe Byrne which amounted to

$58,500

as of

December 31, 2019

were settled through keeping his previously issued

337,500

restricted shares that had

not

vested.

•     Under the Employment Agreement with Richard Boswell, Senior Executive Vice President and Chief Financial Officer of the Company, Mr. Boswell will receive compensation in the form of a base annual salary of

$31,200

and a grant of

4,500,000

shares of restricted stock of the Company, of which

4,140,000

vested immediately and the remaining vesting ratably each month over the next

36

months until

November 2020.

•     Under the Employment Agreement with Brian Payne, Vice President of the Company, Mr. Payne will receive compensation in the form of a base annual salary of

$31,200

and a grant of

750,000

shares of restricted stock of the Company, of which

300,000

vested immediately and the remaining vesting ratably each month over the next

36

months until

November 2020.

On

May 16, 2019,

the Board appointed Alex Tarrabain,

one

of the members of the Company’s Board to serve as the Company’s Chief Financial Officer and as

one

of the Vice Presidents of the Company effective

May 21, 2019 (

the “Effective Date”). Richard Boswell, who served as the Company’s Chief Financial Officer since

July 2017,

resigned from his position as the Company’s Chief Financial Officer as of the Effective Date, and will continue to serve in his position as the Company’s Senior Executive Vice President going forward focusing on the Company’s strategic activities and will also continue to serve as a member of the Company’s Board.

In conjunction with the above, on

May 16, 2019,

an employment agreement was entered into with Mr. Tarrabain:

•      Under the Employment Agreement with Alex Tarrabain, Chief Financial Officer and as

one

of the Vice Presidents of the Company, Mr. Tarrabain will receive compensation in the form of a base annual salary of

$31,200

and a grant of

1,250,000

shares of restricted stock of the Company, of which

350,000

vested immediately and the remaining vesting ratably each month over the next

36

months until

May 2022.

Restricted Stock Awards

The total grant-date fair value of the restricted shares noted in the employment agreements and equity compensation grants sections above was

$12,734,241

and

$11,435,741

as of

December 31, 2019

and

2018,

respectively. During

2019

and

2018,

1,300,000

restricted shares with a grant date fair value of

$1,298,500

and

157,120

restricted shares with a grant date fair value of

$102,141,

respectively, were awarded. The grant-date fair value is calculated utilizing an enterprise valuation model as of the date the awards are granted. With the exception of immediately vesting portions of awards, shares typically vest pro-rata over the requisite service period, which is generally

three

years from the grant-date. Non-vested restricted stock awards participate in dividends and recipients are entitled to vote these restricted shares during the vesting period.

During

2019

and

2018,

1,887,500

and

1,507,120

of these shares vested, respectively. The fair value of the restricted stock which vested amounted to

$1,380,000

and

$939,141

for

2019

and

2018,

respectively.

Compensation expense, broken out by allocation, recognized in connection with the restricted stock awards was as follows for the years ended

December 31:

	2019		2018
Stock Based Compensation	$	1,176,600	$	682,000
Professional fees		36,000		12,241
Legal		-		77,500
Total	$	1,212,600	$	771,741

Non-vested restricted stock award activity for the years ended

December 31, 2019

and

2018

are as follows:

	Number of Shares			Weighted- Average Grant Date Fair Value per Share		Weighted- Average Remaining Contractual Term (Years)
Non-vested at January 1, 2018		3,962,500			0.62		2.92
Granted		157,120			0.65		-
Vested		(1,507,120	)		0.62		-
Forfeited		-			-		-
Non-vested at December 31, 2018		2,612,500		$	0.62		2.00
Granted		1,300,000			1.00		-
Vested		(1,887,500	)		0.70		-
Forfeited		-			-		-
Non-vested at December 31, 2019		2,025,000		$	0.76		1.54

The fair value of the restricted stock grants was based on the valuation of a

third

-party specialist. Unrecognized compensation expense related to restricted stock amounted to approximately

$1,175,550

as of

December 31, 2019.

This expense will be recognized over vesting period of the respective awards.

XML

Note 21 - Fair Value Disclosures

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Fair Value Disclosures [Text Block]

NOTE

2

1

– FAIR VALUE DISCLOSURES

Fair value is the price that would be received from the sale of an asset or paid to transfer a liability assuming an orderly transaction in the most advantageous market at the measurement date. U.S. GAAP establishes a hierarchical disclosure framework that prioritizes and ranks the level of observability of inputs used in measuring fair value.

The fair value of the Company’s financial instruments are as follows:

	Fair Value Measured at Reporting Date Using
	Carrying Amount		Level 1		Level 2		Level 3		Fair Value
At December 31, 2019:
Cash and cash equivalents	$	3,757	$	-	$	3,757	$	-	$	3,757
Other receivables	$	424,110	$	-	$	-	$	424,110	$	424,110
Note receivable - related party	$	44,859	$	-	$	-	$	44,859	$	44,859
Advances to CEN Biotech
Ukraine, LLC - related party	$	1,065,328	$	-	$	-	$	1,065,328	$	1,065,328
Loans payable	$	10,121,411	$	-	$	-	$	10,121,411	$	10,121,411
Loans payable – related parties	$	1,362,600	$	-	$	-	$	-	$	-
Patent acquisition liability	$	720,000	$	-	$	-	$	720,000	$	720,000
Convertible notes payable	$	6,224,325	$	-	$	-	$	6,918,486	$	6,918,486
Convertible notes payable – related parties	$	2,558,681	$	-	$	-	$	-	$	-

	Carrying Amount		Level 1		Level 2		Level 3		Fair Value
At December 31, 2018:
Cash and cash equivalents	$	3,193	$	-	$	3,193	$	-	$	3,193
Other receivables	$	418,905	$	-	$	-	$	418,905	$	418,905
Note receivable - related party	$	44,859	$	-	$	-	$	44,859	$	44,859
Advances to CEN Biotech
Ukraine, LLC - related party	$	875,328	$	-	$	-	$	875,328	$	875,328
Loans payable	$	10,107,205	$	-	$	-	$	10,107,205	$	10,107,205
Loans payable – related parties	$	1,360,806	$	-	$	-	$	-	$	-
Patent acquisition liability	$	1,010,000	$	-	$	-	$	1,010,000	$	1,010,000
Convertible notes payable	$	5,143,647	$	-	$	-	$	5,534,810	$	5,534,810
Convertible notes payable – related parties	$	2,538,681	$	-	$	-	$	-	$	-

The fair values of other receivables (including related accrued interest), note receivable - related party, and advances to CEN Biotech Ukraine, LLC approximate carrying value due to the terms of the instruments.

The fair value of the loans payable approximates carrying value due to the terms of such instruments and applicable interest rates.

The fair value of convertible notes payable is based on the par value plus accrued interest through the date of reporting due to the terms of such instruments and interest rates.

It is

not

practicable to estimate the fair value of loans payable – related parties and convertible notes payable – related parties due to their related party nature.

The fair value of the patent acquisition liability in

2019

and

2018

is based upon a valuation report obtained from a

3

rd

party valuation specialist. This valuation report utilized a cash-free asset value model to estimate enterprise value based upon similar companies.

XML

Document And Entity Information - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Apr. 14, 2020	Jun. 30, 2019
Document Information [Line Items]
Entity Registrant Name	CEN BIOTECH INC
Entity Central Index Key	0001653821
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Small Business	true
Entity Interactive Data Current	Yes
Entity Common Stock, Shares Outstanding (in shares)		27,013,363
Entity Public Float			$ 0
Entity Shell Company	false
Document Type	10-K
Document Period End Date	Dec. 31, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	FY
Amendment Flag	false
Title of 12(g) Security	Common Stock, No Par Value per share

XML

Note 3 - New Accounting Standards

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Accounting Standards Update and Change in Accounting Principle [Text Block]

NOTE

3

– NEW ACCOUNTING STANDARDS

Accounting Standards Issued but

Not

Yet Adopted

No

applicable and significant upcoming standards were noted by the Company.

XML

Note 13 - Income Taxes

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Income Tax Disclosure [Text Block]

NOTE

13

– INCOME TAXES

A reconciliation of the effective tax rate of the income tax benefit and the statutory income tax rates applied to the loss before income taxes is as follows for the years ended

December 

31:

	2019			2018
Income tax benefit at Canadian statutory rate		26.5	%		26.5	%
Valuation allowance		(26.5%	)		(26.5%	)
Effective income tax rate		0	%		0	%

As of

December 31, 2019,

the Company has net operating loss carry forwards of approximately

$25,700,000

that

may

be available to reduce future years’ taxable income. Such carry forwards typically expire after

20

years. The Company currently has carry forwards that begin to expire in

2034.

Future tax benefits which

may

arise as a result of these losses have

not

been recognized in these consolidated financial statements, because the Company believes that it is more likely than

not

that the carryforwards will expire unused and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. The deferred tax asset and associated valuation allowance are as follows for the years ended

December 31:

	2019			2018
Deferred tax asset - net operating losses	$	6,800,000		$	5,300,000
Deferred tax asset valuation allowance		(6,800,000	)		(5,300,000	)
Net deferred tax asset	$	-		$	-

The change in the valuation allowance amounted to

$1,500,000

and

$1,600,000

for the year ended

December 31, 2019

and

2018,

respectively. All other temporary differences are immaterial both individually and in the aggregate to the consolidated financial statements.

Company management analyzes its income tax filing positions in Canadian federal and provincial jurisdictions where it is required to file income tax returns, for all open tax years in these jurisdictions, to identify potential uncertain tax positions. As of

December 31, 2019,

there are

no

uncertain income tax positions taken or expected to be taken that would require recognition of a liability or disclosure in the consolidated financial statements. The Company is subject to routing audits by taxing jurisdictions; however, there are currently

no

audits for any tax periods in progress. Generally, the Company is

no

longer subject to income tax examinations for years prior to

2016.

XML

Note 5 - Property, Plant and Improvements, Net

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Property, Plant and Equipment Disclosure [Text Block]

NOTE

5

– PROPERTY, PLANT AND IMPROVEMENTS, NET

Property and equipment, net consists of the following as of

December 31:

	2019			2018
Leasehold improvements	$	166,163		$	166,163
Furniture and equipment		17,668			17,668
Accumulated depreciation		(35,706	)		(17,322	)
Net property, plant and improvements	$	148,125		$	166,509

Depreciation and amortization expense was

$18,384

and

$14,230

for the years ended

December 31, 2019

and

2018,

respectively.

XML

Note 9 - Loans Payable

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Short-term Debt [Text Block]

NOTE

9

– LOANS PAYABLE

Loans payable consist of the following at

December 31:

	2019		2018
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
Mortgage payable in default to ARG & Pals, Inc., for the original amount of CAD $385,000. The mortgage bears interest at 22% per annum, and matured on November 21, 2018.		296,411		282,205
Loan payable in default to an individual, issued January 17, 2018 with a 30-day maturity, bearing share interest of 2,000 common shares per 30-day period. This is an unsecured loan which matured on January 16, 2020.		50,000		50,000
Loan payable in default to an individual, issued April 13, 2018, with a 30-day maturity, bearing share interest of 4,000 common shares per 30-day period. This is an unsecured loan which matured on January 16, 2020.		100,000		100,000
Total loans payable (all current)	$	10,121,411	$	10,107,205

We are in default of

$9,675,000

of debt that is secured by certain equipment that we value at approximately

$9,000.

The remainder of our debt that is in default is

not

secured.

During

2019

and

2018,

72,000

and

76,400

common shares were issued to individuals for loans made to CEN, respectively. Accordingly, during the

2019

and

2018,

$67,500

and

$54,388

in interest expense and additional paid-in capital was recorded, respectively.

XML

Note 12 - Convertible Notes - Related Party (Tables)

12 Months Ended

Dec. 31, 2019

Notes Tables

Schedule of Convertible Notes Payable to Related Party [Table Text Block]

	2019		2018
Convertible note due to the spouse of Bill Chaaban, President of CEN, which bears an interest at 12% per annum. This note is convertible to 867,576 common shares with a maturity date of August 17, 2020.	$	1,388,122	$	1,388,122
Convertible notes in default due to Harold Aubrey de Lavenu, a Director of CEN, bearing interest at 5% per annum. These notes are convertible to 548,980 common shares and matured on March 31, 2019.		878,368		878,368
Convertible note in default due to Alex Tarrabain, a Director of CEN, bearing interest at 5% per annum. This note is convertible to 30,000 common shares and matured on March 31, 2019.		48,000		48,000
Convertible notes due to Joseph Byrne, CEO of CEN, bearing interest at 12% per annum. This note is convertible to 140,120 common shares with a maturity date of August 17, 2020.		224,191		224,191
Convertible note due to Darren Ferris, brother of Ameen Ferris, a Director of CEN, bearing interest at 5% per annum. This note is convertible to 12,500 common shares with a maturity date of June 19, 2021.		20,000		-
Total convertible notes payable - related party		2,558,681		2,538,681
Less current portion		2,538,681		926,368
Convertible notes payable - related party, less current portion	$	20,000	$	1,612,313

XML

Note 8 - Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2019

Notes Tables

Schedule of Finite-Lived Intangible Assets [Table Text Block]

	2019			2018
Lighting patent	$	6,797,000		$	6,797,000
Accumulated amortization		(1,416,041	)		(991,229	)
Net	$	5,380,959		$	5,805,771

XML

Note 9 - Loans Payable - Loans Payable (Details) (Parentheticals) - CAD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Short-term Loan Payable to Global Holdings International, LLC [Member]
Interest Rate	15.00%	15.00%
Maturity Date	Jun. 30, 2016	Jun. 30, 2016
Short-term Mortgage Payable to ARG & Pals, Inc. [Member]
Interest Rate	22.00%	22.00%
Maturity Date	Nov. 21, 2018	Nov. 21, 2018
Original Amount	$ 385,000	$ 385,000
Short-term Loan Payable to an Individual [Member]
Maturity Date	Jan. 16, 2020	Jan. 16, 2020
Share Interest (in shares)	2,000	2,000
Second Short-term Loan Payable to an Individual [Member]
Maturity Date	Jan. 16, 2020	Jan. 16, 2020
Share Interest (in shares)	4,000	4,000

XML

Note 11 - Convertible Notes (Details Textual)		3 Months Ended	12 Months Ended
	Apr. 14, 2020 USD ($)	Apr. 14, 2020 USD ($)	Dec. 31, 2019 USD ($)
Debt Instrument, Debt Default, Amount			$ 9,675,000
Subsequent Event [Member]
Debt Instrument, Convertible, Number of Equity Instruments		130,000
Convertible Debt [Member]
Debt Instrument, Convertible, Number of Equity Instruments			3,669,573
Convertible Debt [Member] | Subsequent Event [Member]
Debt Instrument, Convertible, Number of Equity Instruments	2,073,963
Debt Instrument, Debt Default, Amount	$ 3,357,805	$ 3,357,805

XML

Note 19 - Net Loss Per Share - Antidilutive Securities (Details) - shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Convertible Debt Securities [Member]
Antidilutive Securities (in shares)	4,930,555	4,154,760

XML

Note 17 - Stock Based Compensation (Details Textual) - USD ($)								12 Months Ended
	Apr. 02, 2020	Oct. 01, 2019	May 16, 2019	Dec. 31, 2018	Jun. 19, 2018	Jun. 07, 2018	Nov. 30, 2017	Dec. 31, 2019	Dec. 31, 2018	Nov. 29, 2017
Stock Issued During Period, Shares, Issued for Services (in shares)		50,000		12,120	125,000
Stock Issued During Period, Value, Issued for Services		$ 36,000						$ 36,000	$ 89,741
President [Member]
Employment Agreement, Base Annual Salary							$ 31,200
Employment Agreement, Compensation, Shares of Restricted Stock (in shares)							8,750,000
President [Member] | Vested Immediately [Member]
Employment Agreement, Compensation, Shares of Restricted Stock (in shares)							7,400,000
Chief Executive Officer [Member]
Employment Agreement, Base Annual Salary							$ 31,200
Employment Agreement, Compensation, Shares of Restricted Stock (in shares)							1,250,000
Accrued Salaries								$ 58,500
Chief Executive Officer [Member] | Subsequent Event [Member]
Number of Restricted Shares to settle Accrued Salaries (in shares)	337,500
Chief Executive Officer [Member] | Vested Immediately [Member]
Employment Agreement, Compensation, Shares of Restricted Stock (in shares)							325,000
Senior Executive Vice President and Chief Financial Officer [Member]
Employment Agreement, Base Annual Salary							$ 31,200
Employment Agreement, Compensation, Shares of Restricted Stock (in shares)							4,500,000
Senior Executive Vice President and Chief Financial Officer [Member] | Vested Immediately [Member]
Employment Agreement, Compensation, Shares of Restricted Stock (in shares)							4,140,000
Vice President [Member]
Employment Agreement, Base Annual Salary							$ 31,200
Employment Agreement, Compensation, Shares of Restricted Stock (in shares)							750,000
Vice President [Member] | Vested Immediately [Member]
Employment Agreement, Compensation, Shares of Restricted Stock (in shares)							300,000
Chief Financial Officer [Member]
Employment Agreement, Base Annual Salary			$ 31,200
Employment Agreement, Compensation, Shares of Restricted Stock (in shares)			1,250,000
Chief Financial Officer [Member] | Vested Immediately [Member]
Employment Agreement, Compensation, Shares of Restricted Stock (in shares)			350,000
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)								1,300,000	157,120
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period (in shares)								1,887,500	1,507,120
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grant DateFair Value								$ 12,734,241	$ 11,435,741
Share-based Compensation Arrangement by SShare-based Payment Award, Equity Instruments Other than Options, Grants in Period, Grant Date Fair Value								$ 1,298,500	102,141
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year)								3 years
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value								$ 1,380,000	$ 939,141
Share-based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount								$ 1,175,550
Restricted Stock [Member] | President [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)							20,000
Restricted Stock [Member] | Director,Donald Strilchuck [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)							20,000
Restricted Stock [Member] | Director Usamakh Saadikh [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)						20,000
Restricted Stock [Member] | Chief Executive Officer [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)							20,000
Restricted Stock [Member] | Senior Executive Vice President and Chief Financial Officer [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)							20,000
Restricted Stock [Member] | Vice President [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)							20,000
Restricted Stock [Member] | Director, Alex Tarrabain [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)							20,000
Restricted Stock [Member] | Director, Harold Aubrey de Lavenu [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)							20,000
Restricted Stock [Member] | Director, Ameen Ferris [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)							20,000
Restricted Shares Issued for Security Consulting Services [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)							1,870,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period (in shares)							1,330,000
Restricted Shares Issued for Security Consulting Services [Member] | Director,Donald Strilchuck [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)							1,000,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period (in shares)							550,000
2017 Equity Compensation Plan [Member]
Common Stock, Capital Shares Reserved for Future Issuance (in shares)										20,000,000