CEN BIOTECH INC - Annual Report: 2016 (Form 10-K)

(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  

For the calendar year ended December 31, 2016

[ ]  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

Securities registered under Section 12(b) of the Act: None

Securities registered under Section 12(g) of the Act: Yes

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 Section 15(d) of the Act. Yes ☐ No ☒

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 past 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

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

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

The number of shares outstanding of each of the Registrant’s classes of common stock, as of April 10, 2017 is 10,525,000 shares of common stock and 100,000 shares of preferred stock, both with no par value per share.

The Registrant’s common stock has not traded on the OTCQB or elsewhere and, accordingly, there is no aggregate “market value” to be indicated for such shares. The “value” of the outstanding shares held by non-affiliates, based upon the book value as of December 31, 2016 was $-0-.

DOCUMENTS INCORPORATED BY REFERENCE 

NONE  

CEN BIOTECH, INC.

TABLE OF CONTENTS

PART I

Explanatory Note

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

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

Introduction

CEN Biotech, Inc. (“CEN” or the “Company”) was incorporated in Canada on August 4, 2013 as a subsidiary of Creative Edge Nutrition, Inc. (“Creative”), a public company incorporated in Nevada. Creative distributed 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. At the time of the spinoff, CEN and Creative had separate officers and directors. No individual is an officer or director of both. Creative will cooperate with CEN if any corporate or similar information is needed. Otherwise, there will be virtually no areas of ongoing relationship.

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

CEN obtained funding to build the initial phase of its comprehensive seed-to-sale facility and planned to obtain a license and begin operating its state-of-the-art medical marijuana cultivation, processing, and distribution facility in Lakeshore, Ontario.  CEN has applied for a license with Health Canada but cannot provide any assurances of the likelihood of receiving the license or the timing involved.

If licensed, the facility can begin growing immediately once it sources the seeds. The selling process would then commence.

JUDICIAL REVIEW:

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

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

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

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

“VIII. Conclusion

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

IX. Disposition and Remedy

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

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

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

[293] It is neither feasible nor appropriate to order the Defendant to reinstate the MMAR (as amended by current jurisprudence). It is not the role of the Court to impose regulations. The MMAR may be a useful model for subsequent consideration; however, it is not the only model, Page: 102 nor is a MMAR-type regime the only medical marihuana regime, as experience from other countries has shown.

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

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

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

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

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

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

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

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

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

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

The recommendation for licensure is evidenced in the aforementioned link. 

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

In its claim, CEN Biotech claims the following:

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

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

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

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

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

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

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

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

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

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

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

OMB HEARING:

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

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

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

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

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

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

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

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

ONTARIO SUPERIOR COURT CASE

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

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

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

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

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

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

CEN’s new facility was engineered to meet all Health Canada requirements under the MMPR, including but not limited specifications for security, good production practices, packaging, labeling, distribution, record-keeping and reporting. The planning and construction of the facility was overseen by R.X.N.B., Inc., an entity which is 45% owned by Mr. Chaaban. Through December 31, 2016, R.X.N.B. had billed and collected $2,439,900 for its work on the project.

Based on Health Canada’s projected ten-year medical marijuana market growth rate, over 800,000 kilograms of medical marijuana will need to be produced per year by 2024. CEN is planning to assist production and supply of medical marijuana to the Canadian market, growing with the needs of the industry as it progresses.

CEN plans to develop educational alternative treatment programs to help replace certain narcotic drugs, when deemed appropriate by healthcare practitioners.  The plan is for this to be achieved by focusing on patients diagnosed with disease-states, which have been recognized by Health Canada as applicable for candidates to use medical marihuana as an alternative to their previously prescribed narcotics. These patients could potentially benefit from the use of medical marihuana as an alternative treatment modality and in some cases, as an added aid in efficacy as a 2^nd or 3^rd line option.  

Furthermore, CEN plans to develop value-added services, such as a patient-care ambassador program, which dedicates a patient and their healthcare practitioner to a designated liaison.  This program will secure basic patient information, preferences, and other pertinent data available so that patients can cater their treatment program to their lifestyles and evolving medication needs, while helping patients keep track of their next appointment dates. Through technological innovation, CEN will seek to create the best possible solutions for both the patient and their healthcare practitioner.

CEN is also developing relationships with other specialists to assist in developing its overall list of services.

Regulatory Environment

Medical marijuana has been making headlines in Canada after changes to regulations created a new market for commercial marijuana production. On April 1, 2014, the Marihuana for Medical Purposes Regulations ("MMPR") replaced the previous Marihuana Medical Access Regulations ("MMAR"). Under the old regulatory scheme, authorized patients could obtain licenses to grow their own marijuana at home, designate a third party to grow marijuana on their behalf, or purchase it from Health Canada's approved supplier. Now, medical marijuana may only be obtained from a producer licensed by Health Canada, either directly or through a licensed dealer or health care practitioner.

Health Canada estimates that demand for medical marijuana will increase ten-fold and sales will reach $1.3 billion dollars per year by 2024, making it an attractive market for prospective producers and those looking to invest. By requiring that medical marijuana must ultimately be obtained from independently licensed producers, the MMPR has effectively created the basis for this new industry. While "designated persons" were licensed under the MMAR to grow medical marijuana for use by others, they were limited to providing for a maximum of two authorized patients.

The use of marijuana for medical purposes was banned in Canada in the 1930s and remained so until 2000 when R. v. Parker found the total prohibition on marijuana unconstitutional. While marijuana is still not an approved drug or medicine in Canada, the government subsequently took steps to exempt certain users from the provisions of the Controlled Drugs and Substances Act ("CDSA") that criminalize its possession, paving the way for patients to access the drug. Under the Marihuana Medical Access Regulations , patients or their designated persons were allowed to grow marijuana on a small scale, often in their homes. This system led to concerns over public health, safety and security; concerns that were the impetus behind the new MMPR which only provides access to marijuana through purchasing it from licensed and inspected commercial producers.

There are several key aspects of the new regulations that anyone looking to enter or invest in this industry should take into consideration:

License Application

In order to produce medical marijuana in Canada, a company must obtain a license from Health Canada. The licensing process is extensive - prospective licensees must demonstrate that they meet a number of requirements set out in the MMPR such as strict security measures, good production practices, approval from local municipalities, police and fire authorities, and security clearance for key personnel.

There is currently no limit to the number of licenses that Health Canada will approve. Currently, 26 companies hold licenses and many additional applications have been made.

Strict Compliance

Obtaining a license is only the first step for prospective producers.

Because marijuana is not an approved drug or medicine in Canada, it is likely that Health Canada will be rigorous in its oversight of licensed producers. Strict compliance with the MMPR will be necessary to ensure that licenses, which expire after a maximum of two years, will in fact be renewed. Licenses may be refused renewal or revoked for failing to comply with the MMPR and other applicable legislation including the CDSA, Narcotic Control Regulations, and Food and Drugs Act. Other grounds for failure to renew or revocation include improper security measures, not obtaining security clearances for specified personnel, or record keeping that does not comply with the regulations.

In addition, licenses may be revoked: if there are reasonable grounds to believe that the license was issued under false or misleading pretense; if the producer contravenes legislation; if there are reasonable grounds to believe that product has been diverted to an illicit market or use; or if any of the specified personnel do not hold security clearance.

Production

Under the new regulations, only dried marijuana may be sold (under the old regulatory scheme, authorized users could possess marijuana in any number of forms) and must be mailed directly to the patient or his or her health care practitioner. Dried marijuana may also be exported with authorization from Health Canada. There is no limit on the strains that may be produced and no set requirements for pricing. However, each licensed producer must employ a quality assurance person with the necessary technical knowledge to maintain the appropriate quality of dried marijuana.

The MMPR requires indoor production and storage facilities that are secured by visual perimeter monitoring, restricted access, and other protective measures. Security clearance is required for specified personnel such as the senior person in charge, responsible and alternate persons in charge, each officer and director of the licensed producer, and any individuals authorized to order cannabis seeds on behalf of the licensed producer.

Marketability

The ability to effectively market medical marijuana is also an important consideration. Because there is currently no set limit to the number of licenses Health Canada will approve, there is the potential for an influx of producers into the marketplace which may lead to fierce competition for customers.

Advertising of medical marijuana must be in compliance with the Narcotic Control Regulations as it is still classified as a "controlled substance." As a result, licensed producers will only be able to market their products to health care practitioners and not to the general public. Producers must also be careful to comply with s.16 of the MMPR, requiring them to include their name as set out in their license on all product labels, advertising, orders, shipping documents, invoices, and other such documents.

These limitations will not prevent a licensed producer from establishing a brand, promoting the merits of their product, and beginning to differentiate their proprietary strains and techniques. However, because marijuana is a controlled substance, and advertisements cannot be made to the general public, any awareness campaigns or targeted advertising will more likely follow the pharmaceutical advertising model, and less likely to follow the lifestyle-focused style of advertising of medicinal drugs commonly advertised to the public on TV or via the Internet.

Judicial Challenge

Any uncertainty surrounding how the new MMPR will work in practice has been increased by recent litigation seeking to declare the new MMPR unconstitutional. In B.C., Neil Allard et al v. HMTQ ⁷ has challenged the constitutionality of the new regulations under section 7 of the Charter of Rights and Freedoms . Plaintiffs argue that they will not be able to afford the marijuana sold by licensed producers, which is expected to be priced higher than the costs of growing for personal use, and so will either have to let their health suffer or use an illegal means to obtain the drug. An interim injunction was granted March 21, 2014, exempting patients who held valid licenses under the old regulations from compliance with the new scheme, essentially allowing them to continue to grow the marijuana at home. The government has since filed an appeal of this injunction. Similar cases have been brought across Canada.

Conclusion

CEN believes that it has built a facility and will use procedures that meet or exceed all established requirements. CEN will use independent reps to introduce its products to doctors. It will obtain documentation to prove that the person to whom products are shipped is the same person named in the medical authorization. An applicant cannot obtain a pre-license inspection of its facility without completing the security clearance.  It is our opinion that Bill Chaaban was granted the security clearance as evidenced by the pre-license inspection having been conducted.  Health Canada appears to be contending that no security clearance is currently in effect.  This contention is in direct conflict with Health Canada’s process and is being argued in the Judicial Review before the Federal Court of Canada because the revocation of a security clearance must follow formal procedures and require due process.  Health Canada contends that Mr. Chaaban, a licensed attorney in Canada and the USA, who does not have any criminal convictions or pending indictments known, and who does not consume drugs or alcohol “may be a risk for cannabis to be diverted to the illicit market.” Mr. Chaaban believes this to be a libelous and unfounded allegation and will present the argument before the court.

CEN Products and Services

CEN’s planned product-line will include multiple strains and hybrids of medical marihuana for patients, as well as cultivation services for other licensed producers and licensed dealers. The products and services will be designed to enhance patient satisfaction and comfort.

CEN will have cultivation standards that meet the demands of Health Canada by complying with the MMPR, as well as meet the medical needs of our patients. CEN will utilize its controlled environment that will produce validated, consistent medical marijuana.  The patient and health care practitioners will benefit by CEN’s approach of securing and developing treatments via unique strands that are intended to accommodate individual patient needs and cataloging the results.  Additionally, CEN will review its products and services on a regular basis, adjusting the offerings once they have passed a research and testing phase.  This will allow CEN to provide the best, most-current treatment options for our patients.

CEN’s organically cultivated medical marijuana will be offered in 1, 3, 5, 10 and 15 gram increments. CEN will engage in a thorough testing phase before bringing new products to the market, while accommodating the demands of patients in need of either smokable or non-smokable forms of medication. The initial product-line will include the following strains and hybrids:

The selection of strains will evolve based on patient needs and market demands.  As research and development continues, CEN will identify the strains that are best-of-breed to provide the best treatment solutions for the patient’s ailment. Through research and development, CEN plans to cultivate and bring new strains to market that have been designed to treat specific medical ailments, and custom tailored to the patient’s needs.

Education is another major component to CEN’s planned philosophy.  CEN will provide classes to educate patients regarding the proper use and handling of medical marijuana. Other courses will educate healthcare practitioners, patients, politicians, law enforcement, and the general public about the beneficial medical uses of marihuana.

Patient Acquisition and Sales Strategy

CEN is developing and will continue to develop multiple relationships with national pharmaceutical sales and consulting organizations so as to take advantage of their established healthcare relationships.  Given the regulatory limitations imposed on the promotion and marketing of medical marijuana, relationships with the medical profession are necessary and will be aided by the promotion of our educational platforms.

Healthcare practitioner engagement and education will be the primary focus of CEN’s outreach strategy. Educational programs will include studies and outlets for healthcare practitioners and patients to receive treatment advice in integrative medicine centers. Healthcare practitioners will be engaged by CEN to co-host educational seminars throughout Canada, further advancing and bringing awareness to the benefits of medical marihuana treatments.

Other Products

CEN’s initial efforts will be focused on the medical marijuana market. It will also begin to develop industrial hemp products. 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.

Intellectual Property

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

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

Employees

We have one fulltime employee, Bill Chaaban, who has a five-year employment agreement that was executed in August 2013. We engage consultants to provide us with the services we need to plan and develop our facilities, products and procedures such that we will be in compliance with all requirements of Health Canada if we receive our license.

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

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

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

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

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

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

Risks Related to the Business

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

We have not yet generated any revenue and have no committed sources of ongoing debt or equity financing. At December 31, 2016, we had cash of $62,381 and a working capital deficit of $14,631,605. Our independent registered auditors included an explanatory paragraph in their opinion on our financial statements as of and for the year ended December 31, 2016 that states that this lack of resources causes substantial doubt about our ability to continue as a going concern. No assurances can be given that we will generate sufficient revenue or obtain necessary financing to continue as a going concern.

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

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

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

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

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

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

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

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

At December 31, 2016, CEN has current notes, loans and accrued expenses aggregating $14,693,986. 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.

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

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

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

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

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

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.

Risks Related to 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.

As of March 31, 2016, we had not received a trading symbol for our common stock, and there is currently no established public market whatsoever for our securities. A market maker has agreed to file an application with FINRA on our behalf so as to be able to quote the shares of our common stock on the OTCQB maintained by the OTC Markets Group. There can be no assurance that the market maker’s application will be accepted by FINRA nor can we estimate as to the time period that the application will require or that any buying of our shares will ever take place.

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

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

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

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.

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

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

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:

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

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.

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

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

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

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

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

None

CEN has two facilities in Lakeshore, Ontario located approximately one-quarter mile apart from each other. The facilities have been constructed and assembled to meet or exceed all security requirements specified by Health Canada. CEN has applied to grow and sell up to 1.32 million pounds of marijuana per calendar year under the MMPR program in Canada.  

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

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

The material consideration given by Company includes:

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

CEN is not a party to any known litigation other than its legal filing involving its license process with Health Canada.

N/A

Part II

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. No trading symbol has been assigned for our securities. A broker-dealer has agreed to make the necessary 211 filings to permit our common stock to be quoted on the OTCQB. We cannot predict the likelihood or timing of FINRA permitting our shares of common stock to be quoted on the OTCQB.

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.

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.

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

NOTES REGARDING FORWARD LOOKING STATEMENTS

Certain matters discussed herein are forward-looking statements. Such forward-looking statements contained in this Form 10-K involve risks and uncertainties, including statements as to:

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

Separation from Creative

        In November 2014, Creative announced plans to separate into two publicly-traded companies, one comprising our planned specialty pharmaceutical business located in Canada from our nutritional supplements business. As part of the separation which was finalized on February 29, 2016, Creative transferred substantially all of the assets and liabilities of the specialty pharmaceutical business to CEN. The distribution took place as a pro rata distribution of CEN shares to Creative shareholders that is tax free for U.S. Federal income tax purposes. CEN was incorporated in Ontario as a wholly-owned subsidiary of Creative on August 2013.

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

RESULTS OF OPERATIONS

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

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

FISCAL YEAR ENDED DECEMBER 31, 2016 COMPARED TO FISCAL YEAR ENDED DECEMBER 31, 2015.

Revenue

We recognized no revenue during the twelve months ended December 31, 2016 and 2015 as we have not commenced revenue generating operations as yet.

Operating Expenses

During the fiscal year ended December 31, 2016, our operating expenses were $5,980,856 compared to $1,044,523 during the prior fiscal year. During the twelve months ended December 31, 2016, our operating expenses were comprised of salary and consulting fees of $229,739, professional fees of $275,474, rent expense of $263,776, travel expense of $177,799, impairment expense of $4,835,596 and other general and administrative expenses of $150,933 and net foreign exchange loss of $47,539. By comparison, for the twelve months ended December 31, 2015, our operating expenses were comprised of salary and consulting fees of $223,411, professional fees of $447,686, rent expense of $231,390, and general and administrative items of $142,036, net of foreign exchange losses of $121,146. Expenses incurred during the fiscal year ended December 31, 2016 compared to fiscal year ended December 31, 2015 increased primarily due to impairment loss on leasehold improvements. Professional fees generally include financial, legal and administrative contracted services.

Other Expense Items

During fiscal year ended December 31, 2016, our other expense items totaled $1,601,172 compared to $1,362,032 the prior fiscal year. During the twelve months ended December 31, 2016, our other expense items were comprised of interest fees of $1,601,172. By comparison, for the twelve months ended December 31, 2015, our other expense items were comprised of interest fees of $1,362,032.

Net Loss

Our net loss for the fiscal year ended December 31, 2016 was $7,582,028 compared to a net loss of $2,406,555 during the fiscal year ended December 31, 2015 due to the factors discussed above.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2016, we had assets of $4,094,019 comprised of; cash of $62,381, net property and equipment of $16,343, leasehold improvements of $1,270,115, loans to CEN Ukraine of $425,328 and patent of 2,319,852. As of December 31, 2016, we had liabilities of 17,473,710 comprised of; loans from related parties of $846,448, loans of $9,962,287, accrued interest and other expenses of $3,665,202, accounts payable of $220,049, long-term loans of 1,391,602 and long-term loans from a related party of $1,388,122.

FISCAL YEAR ENDED DECEMBER 31, 2016 COMPARED TO FISCAL YEAR ENDED DECEMBER 31, 2015.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. During the fiscal year ended December 31, 2016, we used $682,146 in operating activities compared to $263,819 during the fiscal year ended December 31, 2015. The increase between the two periods related primarily to increases in interest, depreciation and travel compared to the prior fiscal year.

Cash Flows from Investing Activities

Our use of cash flow for investing activities during the fiscal year ended December 31, 2016 totaling $425,900 compared to the prior period of $47,672. During the twelve months ended December 31, 2016, our use of cash flows for investing activities were comprised primarily of loans to CEN Ukraine of $425,328. By comparison, for the twelve months ended December 31, 2015, our use of cash flows for investing activities were comprised of leasehold improvements in progress of $47,672.

Cash Flows from Financing Activities

During the fiscal year ended December 31, 2016, we received $1,167,412 by way of loans of convertible notes from investors to fund our working capital requirements. During the fiscal year ended December 31, 2015, we received $270,074 by way of loans of $265,614 and loans from related parties (net of foreign exchange) of $4,460.

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

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

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

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

Recently Issued Accounting Pronouncements

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

Critical Accounting Policies

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

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

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

Seasonality

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

Off-Balance Sheet Arrangements

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

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.

Our financial statements as of December 31, 2016 and the year then ended start on page 37.

NONE

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, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles. Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Internal control over financial reporting is defined, under the Exchange Act, as a process designed by, or under the supervision of, the issuer's principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

Evaluation of disclosure and controls and procedures

Based on his evaluation of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this annual report on Form 10-K the Company's principal executive officer has concluded that the Company's disclosure controls and procedures did not operate in an effective manner as of December 31, 2015.

Planned Revisions to disclosure Controls and Procedures

Management recognizes the need for additional resources in the area of accounting and financial reporting controls and procedures. We anticipate outsourcing 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 Securities Exchange Act of 1934, as amended) 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.

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.

No event occurred during the fourth quarter of the fiscal year ended January 31, 2013 that would have required disclosure in a report on Form 8-K.

PART III

Following the spinoff, no one will be an officer or director of both Creative and CEN. Our management consists of:

Bill Chaaban, 45, is the only Director and Officer and spends 100% of his time to CEN. Since 1998 Mr. Chaaban has owned and operated a variety of nutrition companies including CGIA, Inc., Edge Nutrition, Inc., Fitness One, Inc., Supplement Group, Inc., F1 Fulfillment, Inc., Chaaban Law Firm and Flash Fitness, Inc. and R.X.N.B., Inc. He has been Chief Executive Officer of Creative. A public company, since April, 2012. Mr. Chaaban holds a Bachelor of Commerce degree from the University of Alberta, a Bachelor of Laws from the University of Windsor, a JD from the University of Detroit, and a Master of Laws from Wayne State University.

Code of Business Conduct and Ethics

We adopted a Code of Ethics and Business Conduct which is applicable to our future employees and which also includes a Code of Ethics for our chief executive and principal financial officers and any persons performing similar functions. A code of ethics is a written standard designed to deter wrongdoing and to promote:

A copy of our Code of Business Conduct and Ethics has been filed with the Securities and Exchange Commission as Exhibit 14.1 to our Registration Statement of which this information statement is a part.

Board of Directors

We currently have one director, who is not considered independent.

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 director’s term of office expires on December 31, 2017. All officers are appointed annually by the board of directors and, subject to existing employment agreements and serve at the discretion of the board. Currently, a person serving as a director receives no compensation for serving in the role as a director.

If at any point we have an even number of directors, tie votes on issues are resolved in favor of the chairman’s vote.

Involvement in Certain Legal Proceedings

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

Committees of the Board of Directors

We currently have no independent directors. Concurrent with having sufficient independent members and resources, if ever, the CEN board of directors will establish an audit committee and a compensation committee. The audit committee will review the results and scope of the audit and other services provided by the independent auditors and review and evaluate the system of internal controls. The compensation committee will manage any stock option plan we may establish and review and recommend compensation arrangements for the officers. No final determination has yet been made as to the size of memberships of these committees or when we will have sufficient members to establish committees.

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.

There was no executive compensation during the years ended December 31, 2016 and 2015, with the following exception:

The Company’s President signed a five-year contract in August 2013 under which he is entitled to an annual salary of $1,200,000. Mr. Chaaban waived the Company’s accrued wages owed to him in 2016, 2015, 2014 and 2013. Milestones and future markers will be established and clearly enunciated and laid out for the shareholders in proper disclosure format when the time arises.

The chart below sets forth the ownership, or claimed ownership, of certain individuals and entities. This chart discloses those persons known by the board of directors to have or to claim to have, beneficial ownership of more than 5% of the outstanding shares of our common stock as of March 8, 2016; of all directors and executive officers of CEN; and of our directors and officers as a group:

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 provide 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 Nevada corporation, we are subject to the Nevada Revised Statutes ("NRS" or "Nevada law"). Certain provisions of Nevada 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 also have the effect of preventing changes in our management or might make it more difficult to accomplish transactions that some of our shareholders may believe to be in their best interests.

Directors' Duties. Section 78.138 of the Nevada law allows our directors and officers, in exercising their powers to further our interests, to consider the interests of our employees, suppliers, creditors and customers. They can also consider the economy of the state and the nation, the interests of the community and of society and our long-term and short-term interests and 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 - Our articles of incorporation provide that the power to adopt, alter, amend, or repeal our bylaws is vested exclusively with the board of directors. In exercising this discretion, our board of directors could conceivably alter our bylaws in ways that would affect the rights of our shareholders and the ability of any shareholder or group to effect a change in our control; however, the board would not have the right to do so in a way that would violate law or the applicable terms of our articles of incorporation.

Mr. Chaaban signed a five-year contract in August 2013 under which he is entitled to an annual salary of $1,200,000 which is reviewed each February. Mr. Chaaban waived the Company’s accrued wages owed to him in 2016, 2015, 2014 and 2013.

Mr. Chaaban received 100,000 shares of special voting stock. Each share of the special voting stock is entitled to 500 votes. The special voting rights go in effect concurrent with the distribution. These shares were valued at $100. Mr. Chaaban has waived the special voting rights.

Mr. Chaaban also has made several loans to the Company:

The planning and construction of CEN’s facility was overseen by R.X.N.B., Inc. which is an entity that is 45% owned by Mr. Chaaban. Through September 30, 2014, R.X.N.B. had billed and collected $2,439,900 (of which $1,542,000 is part of the cost of building and equipment and $897,900 is included in operating expenses) for its work on the project.

The Company leases the site at 20 North Rear Road from Jim Shaaban, a cousin of the Company’s President.

Director Independence

For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 4200(a)(15). Under NASDAQ Rule 4200(a)(15), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. Accordingly, we do not have an independent director.

Audit Fees: Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services in connection with statutory and regulatory filings including reviews of our interim financial statements. Audit fees amounted to $44,412 in 2016 and $65,741 in 2015.

Audit-Related Fees: Audit-related services consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

Tax Services Fees: Tax fees consist of fees billed for professional services for tax compliance. These services include assistance regarding federal, state, and local tax compliance. Tax fees amounted to $11,383 in 2016 and 12,770 in 2015.

All Other Fees: Other fees, which were not incurred, would include fees for products and services other than the services reported above.

PART IV

a.     Exhibits

31.1      Certification of Chief Executive Officer

31.2      Certification of Chief Financial Officer

b.     Financial Statement Schedules

None

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.

Consolidated Financial Statements:

Report of Independent Registered Public Accounting Firm

To the Board of Directors

CEN Biotech, Inc.

Lakeshore, Ontario, Canada  

We have audited the accompanying consolidated balance sheets of CEN Biotech, Inc. and its subsidiaries (Collectively “the Company”) as of December 31, 2016 and 2015, and the related consolidated statements of operations, stockholder’s deficit, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  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.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2016 and 2015, and the consolidated results of its operations and its consolidated cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Thayer O’Neal Company, LLC  

/s/ Thayer O’Neal Company, LLC.  

Houston, Texas

April 8, 2017

CEN BIOTECH, INC.

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2016 AND 2015

See accompanying notes to the consolidated financial statements.

CEN BIOTECH, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS END DECEMBER 31, 2016 AND 2015

See accompanying notes to the consolidated financial statements.

CEN BIOTECH, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

See accompanying notes to the consolidated financial statements.

CEN BIOTECH, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDER’S DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

See accompanying notes to the consolidated financial statements.

CEN BIOTECH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2016 AND 2015

NOTE 1 – ORGANIZATION AND CONSOLIDATION

CEN Biotech, Inc. (“CEN” or the “Company”) was incorporated in Canada on August 4, 2013 as a subsidiary of Creative Edge Nutrition, Inc. (“Creative”), a public company incorporated in Nevada. Creative distributed the shares of CEN common stock on a pro rata basis to the Creative shareholders on February 29, 2016 at which time CEN became an independent public company.

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

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

The company’s financial statement are consolidated and include the accounts of CEN Biotech Inc. and CEN Holdings Inc. CEN Holdings Inc. was incorporated in Michigan as a non-operating wholly owned subsidiary of CEN Biotech Inc. Its purpose is to ease and facilitate US banking transactions. Intercompany transactions are eliminated in consolidation.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

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

Use of Estimates and Assumptions

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

Cash and Cash Equivalents

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

Fair Value of Financial Instruments

The fair value of our financial instruments reflects the amounts that we estimate to receive in connection with the sale of an asset or paid in connection with the transfer of a liability in an orderly transaction between market participants at the measurement date (exit price). The Company’s financial instruments including cash and accounts payable are assumed to be carried at fair value due to their short term maturities.

CEN BIOTECH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2016 AND 2015

Property and Equipment

Property and equipment is recorded at cost. Depreciation and amortization of property and equipment is provided using the straight-line method for financial reporting purposes at deemed sufficient to recover the cost over the estimated useful lives of the assets. We have recorded 1,325 depreciation expense as of December 31, 2016.

The cost of asset additions and improvements that extend the useful lives of property and equipment 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.

CEN Biotech capitalizes expenditures for real property improvements including improvements to leased property and 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 Biotech estimates fair value using a discounted value of estimated future cash flows.

Impairment of Long-Lived Assets

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

We periodically review the carrying value of our long-lived assets, such as property and equipment, and intangibles, including goodwill, whenever current events or circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset or an actual third-party valuation. If the carrying amount of an asset exceeds its estimated future cash flows or third-party valuation, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

CEN BIOTECH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2016 AND 2015

Revenue Recognition

The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned less an amount for estimated future doubtful accounts. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the services have been rendered, (iii) the sales price for the services is fixed or determinable, and (iv) collectability is reasonably assured.

Research and Development Expenditures

Cen Biotech expenses all research and development expenses when incurred.

Income Taxes

Income taxes will be provided in accordance with ASC 740, Income Taxes . A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards.  Deferred tax expense (benefit) results  from  the net  change  during  the  year of  deferred  tax  assets  and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Foreign Currency Transactions and Balances

Foreign currency transactions in Canadian dollars are recorded in the Company’s financial records in US 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 income statement.

Loss per Share

Net loss per common share is computed pursuant to ASC 260-10-45. Basic and diluted net income per common share has been calculated by dividing the net income for the period by the basic and diluted weighted average number of common shares outstanding assuming that the Company incorporated as of the beginning of the first period presented. There were no dilutive shares outstanding as of December 31, 2016 or 2015.

Subsequent Events

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

CEN BIOTECH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2016 AND 2015

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect as of the date of the issuance of these financial statements. The following pronouncements will significantly impact future reporting of financial positon and results of operations. Management is currently assessing implementation.

FASB Accounting Standards Update No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business 

The FASB has issued Accounting Standards Update (ASU) No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, clarifying the definition of a business. The amendments affect all companies and other reporting organizations that must determine whether they have acquired or sold a business.

For public companies, the amendments are effective for annual periods beginning after December 15, 2017, including interim periods within those periods.

FASB Accounting Standards Update No. 2016-02 —Leases (Topic 842) 

The FASB has issued its new lease accounting guidance in Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842).

Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date:

Public business entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years (i.e., January 1, 2019, for a calendar year entity). 

FASB Accounting Standards Update No. 2016-09, Compensation —Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting 

CEN BIOTECH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2016 AND 2015

The FASB has issued Accounting Standards Update (ASU) No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendments are intended to improve the accounting for employee share-based payments and affect all organizations that issue share-based payment awards to their employees.

Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows.

For public companies, the amendments are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. For private companies, the amendments are effective for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. Early adoption is permitted for any organization in any interim or annual period.

FASB Accounting Standards Update No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing 

The FASB has issued Accounting Standards Update No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. The amendments clarify the following two aspects of Topic 606: (a) identifying performance obligations; and (b) the licensing implementation guidance. The amendments do not change the core principle of the guidance in Topic 606.

The effective date and transition requirements for the amendments are the same as the effective date and transition requirements in Topic 606. Public entities should apply the amendments for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein (i.e., January 1, 2018, for a calendar year entity). Early application for public entities is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The effective date for nonpublic entities is deferred by one year.

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the accompanying financial statements, the Company had an accumulated deficit of $13,389,785 at December 31, 2016, and has no committed source of debt or equity financing.

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

CEN BIOTECH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2016 AND 2015

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

NOTE 4 – PROPERTY, PLANT AND IMPROVEMENTS

Property and equipment placed in service as of December 31, 2016 and 2015, consists of the following:

We have recorded $1,325 and $- in depreciation expense for these assets for the years ended December 31, 2016 and 2015, respectively.

Property and improvements not placed in service as of December 31, 2016 and 2015, consist of the following:

The Company’s fixed assets consist of the following: a property at 135 North Rear Road, and leasehold improvements at 20 North Rear Road. The company paid $1,064,651 in order to buy 135 North Rear Road, which is intended to serve as an office and an experimental growing space for the Company. This amount was capitalized as an asset in the balance sheet called “land.” All of these assets were acquired during 2014. In September 2016, the property at 135 North Rear Road was included in the deal to acquire a technology patent – see Note 12 for details.

The Company leases 20 North Rear Road from a cousin of Mr. Chaaban, the Company’s President (see note 8). Over the course of 2014, 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. According to the terms of the lease, the owner of the property will retain possession of any immovable improvements upon the termination of the lease, but the Company believes it can realize the value of these assets once it begins operations. The Company also believes renewal of the lease is likely, but this cannot be guaranteed (see Note 8 for more on the lease).

CEN BIOTECH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2016 AND 2015

The assets will be classified on the balance sheet as improvements in progress until the Company obtains a license to produce pharmaceutical-grade medical marijuana and is able to begin operations. Until that time, the Company cannot make the final additions that will be necessary for the sites to

function as growing spaces. Although there are currently grow rooms outfitted and ready to grow.  The amount listed represents the capitalized costs the Company incurred in constructing the improvements, some of which were paid to related parties (see Note 7).

Our impairment assessment as of December 31, 2016 concluded the investment at 20 North Rear Road is substantially impacted by the changes in Canada’s MMPR and the company is reporting impairment charges of $4,835,596 based upon our assessment related to specialty use elements of the leasehold improvements at 20 North Rear Road.

NOTE 5 – ADVANCE ON BUSINESS ACQUISTION

During the year ended December 31, 2016, the Company loaned a total of $425,328 to an unrelated party.

We have performed an impairment assessment of this advance on the acquisition of an operating business and have concluded that there was no need to impair the value of this asset as of December 31, 2016.

NOTE 6 – INTANGIBLE ASSET

Intangible asset as of December 31, 2016 and 2015, consisted of the following:

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

CEN BIOTECH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2016 AND 2015

The material consideration given by Company includes:

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

We have performed an impairment assessment on this patent and have concluded that there was no need to impair the value of this asset as of December 31, 2016.

NOTE 7 – SHORT TERM LOANS PAYABLE

Short-term loans payable consist of the following at December 31, 2016 and 2015:

CEN BIOTECH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2016 AND 2015

NOTE 8 – SHORT TERM LOANS PAYABLE- RELATED PARTY

Short-term loans payable related party consist of the following at December 31, 2016 and 2015:

NOTE 9 – LONG TERM CONVERTIBLE NOTES

Long-term convertible notes consist of the following at December 31, 2016 and 2015:

CEN BIOTECH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2016 AND 2015

NOTE 10 – LONG TERM CONVERTIBLE NOTES RELATED PARTY

Long-term convertible notes related party consist of the following at December 31, 2016 and 2015:

NOTE 11 – INCOME TAXES

As of December 31, 2016, the Company has net operating loss carry forwards of approximately $3,120,000 that may be available to reduce future years’ taxable income. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

No provision was made for income tax for the years ended December 31, 2016 and 2015.

NOTE 12 – STOCKHOLDER’S DEFICIT

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

On August 4, 2013, the company issued 75 shares of common stock for $75 cash. On December 18, 2013, the company issued 6,999,925 shares of common stock for $7 cash. As a result, there were 7,000,000 shares of common stock which are considered outstanding from inception. All shares of common stock were initially held by Creative. Creative distributed the shares of CEN common stock on a pro rata basis to the Creative shareholders on February 29, 2016 at which time CEN became an independent public company. 

In addition, in December 2014 the Company’s President received 100,000 shares of preferred stock. Each share of the preferred stock is entitled to 500 votes. The Company has reinstated these voting rights. These preferred shares were valued at $100 cash.

CEN BIOTECH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2016 AND 2015

NOTE 13 – RELATED PARTY TRANSACTIONS

The planning and construction of CEN’s facility was overseen by R.X.N.B., Inc. which is 45% owned by the Company’s President. Through December 31, 2014, R.X.N.B. had billed and collected $2,439,900 (of which $1,542,000 is capitalized as construction in progress and $897,900 is included in operating expenses) for its work on the project.

The Company has received loans from several related parties, as described above in Note 5.

The Company leases the site at 20 North Rear Road from Jim Shaaban, a cousin of the Company’s President. See Note 9 for more information on this lease.

Occasionally, Creative and CEN paid individually for costs incurred by both companies or by the other company. During 2015 the Company wrote-off $167,456 of these balances due to it by Creative.

There are loans of $425,328 to CEN Biotech Ukraine. CEN Biotech Ukraine was founded by Bill Chaaban. Bill Chaaban directly owns 51% OF CEN Biotech Ukraine. CEN Biotech Ukraine was founded to seek agricultural and pharmaceutical opportunities in Ukraine. Bill Chaaban personally funded the establishment and initial phases of CEN Biotech Ukraine.

 NOTE 14 – COMMITMENTS AND CONTINGENCIES

On March 11, 2015, the Company’s application for a license to produce marijuana for medical purposes was formally rejected by Health Canada. The Company filed an application for judicial review in Canadian federal court on April 10, 2015 in order to obtain a reversal of this decision. The outcome of this legal proceeding cannot be predicted. The file is currently making its way through the legal process in Federal Court in Canada.

The Company’s President signed a five-year contract in August 2013 under which he is entitled to an annual salary of $1,200,000 which is reviewed each February. Mr. Chaaban waived the Company’s accrued wages owed to him in each year that the contract was outstanding.

The Company entered into a sublease with Creative on September 1, 2013 for a 10.4 acre site of land in Canada (see Note 4). The lease has been accounted for as an operating lease. The sublease extends through March 31, 2018 and requires annual rent payments of CAD $339,000, including tax. 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 lessor is a cousin of Mr. Chaaban. At December 31, 2016 and 2015, the balance sheets included accrued rent of (in USD) $552,934 and $289,159, respectively. Future minimum lease payments under this operating lease (including tax) are as follows:

CEN BIOTECH, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2016 AND 2015

NOTE 15 – STOCK BASED COMPENSATION

The Company uses the Enterprise Value methodology for stock-based compensation and therefore all awards to employees and non-employees estimated based on the Enterprise Value on the date of the grant and expense on the issuance date.

NOTE 16 – BUSINESS SEGMENTS

The Company is currently planning to operate within three major segments including High Powered LED Lighting (utilizing our patented technology), Industrial Hemp and Medical Marijuana. Since operation have not begun no breakdown of financials based on segment have been prepared.

NOTE 17 - SUBSEQUENT EVENTS

In January 2017, the lease for 20 North Rear Road was restructured under a new lease. The previous amounts due were forgiven and the new rent is $4,000.00 CND plus taxes. This was accomplished through a 3-way deal between the lien holder on the property, the landlord and CEN Biotech where CEN Biotech took on convertible debt obligation with the lien holder approximately equal to the outstanding balance and remaining balance of the lease obligations in exchange for a lower monthly lease obligation.

Between January – March 2017 CEN Biotech raised funds totaling $1,066,475 through convertible notes convertible into 666,547 common shares.

In March 2017 CEN Holdings Inc. was dissolved to simplify accounting activities.

In March 2017 the company extended the term of its obligations related to the patent transfer. This was necessary to ensure the company has time to develop operational plans related to the patent.

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