PART I

 

ITEM 1.

BUSINESS

 

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

This Annual Report on Form 10-K and the documents incorporated by reference in this Annual Report include “forward-looking statements” within the meaning of the federal securities laws that involve risks and uncertainties. Forward-looking statements include statements we make concerning our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs and other information that is not historical information. Some forward-looking statements appear under the headings “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” When used in this Annual Report, the words “estimates,” “expects,” “anticipates,” “projects,” “forecasts,” “plans,” “intends,” “believes,” “foresees,” “seeks,” “likely,” “may,” “might,” “will,” “should,” “goal,” “target” or “intends” and variations of these words or similar expressions (or the negative versions of any such words) are intended to identify forward-looking statements. All forward-looking statements are based upon information available to us on the date of this Annual Report.

 

We have based these forward-looking statements on our current expectations and projections about future events. However, these forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of our control, that could cause actual results to differ materially from the results discussed in the forward-looking statements, including, among other things, the matters discussed in this Annual Report in the sections captioned “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” Some of the factors that we believe could affect our results include:

 

●	limitations on our ability to continue operations and implement our business plan;
●	our history of operating losses;
●	the timing of and our ability to obtain financing on acceptable terms;
●	the effects of changing economic conditions;
●	the loss of members of the management team or other key personnel;
●	competition from larger, more established companies with greater economic resources than we have;
●	costs and other effects of legal and administrative proceedings, settlements, investigations and claims, which may not be covered by insurance;
●	costs and damages relating to pending and future litigation;

 

●	possible changes in economic, legislative, industry, and other circumstances, including the development of our lines of business and any products that we may manufacture or sell and our ability to raise additional funding sufficient to implement our strategy, as well as assumptions regarding Canadian and U.S. laws regarding the consumer or retail sale of hemp products and accessories and the manufacture and distribution of such products and accessories, including zoning and banking regulations;
●	the impact of additional legal and regulatory interpretations and rulemaking and our success in taking action to mitigate such impacts;
●	control by our principal equity holders; and
●	the other factors set forth herein, including those set forth under “Risk Factors.”

 

There are likely other factors that could cause our actual results to differ materially from the results referred to in the forward-looking statements. All forward-looking statements attributable to us in this Annual Report apply only as of the date of this Annual Report and are expressly qualified in their entirety by the cautionary statements included in this Annual Report. We undertake no obligation to publicly update or revise forward-looking statements to reflect events or circumstances after the date made or to reflect the occurrence of unanticipated events, except as required by law. All later written and oral forward-looking statements attributable to us or a person acting on our behalf are expressly qualified in their entirety by the applicable cautionary statements. You are advised to consult any further disclosures we make on related subjects in the reports we file with the SEC pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

We caution you not to place undue reliance on our forward-looking statements. You should carefully read this entire Annual Report on Form 10-K and the documents incorporated by reference into this Annual Report, particularly the section entitled “Risk Factors.”

 

 

INDUSTRY AND MARKET DATA

 

We are responsible for the disclosure in this Annual Report on Form 10-K. However, this Annual Report includes industry data that we obtained from internal surveys, market research, publicly available information and industry publications. The market research, publicly available information and industry publications that we use generally state that the information contained therein has been obtained from sources believed to be reliable. The information therein represents the most recently available data from the relevant sources and publications and we believe remains reliable. We did not fund and are not otherwise affiliated with any of the sources cited in this Annual Report. Forward-looking information obtained from these sources is subject to the same qualifications and additional uncertainties regarding the other forward-looking statements in this Annual Report.

 

Background

 

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

 

Prior to the Spin Off Distribution, the Company initially pursued the cannabis business in Canada and obtained funding to build the initial phase of its comprehensive seed-to-sale facility and applied to obtain a license in Canada to begin operating its state-of-the-art medical marijuana cultivation, processing, and distribution facility in Lakeshore, Ontario.  On March 11, 2015, the Company’s application for a license to produce marijuana for medical purposes was formally rejected by Canadian regulatory authority. On February 1, 2016 the Company commenced legal action against the Attorney General of Canada in the Ontario Superior Court of Justice for damages for detrimental reliance, economic loss, and prejudgment and post judgment interest, costs of the proceeding and other relief that the court may seem just.  As of March 12, 2021 the action in the Ontario Superior Court of Justice is still ongoing.  In the meantime the Company decided to develop and pursue other businesses that are related to Light Emitting Diode (“LED”) lighting and hemp-based industrial, medical and food products that have a tetrahydrocannabinol (“THC”) that is below 0.3%.

 

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

 

Our principal office is located at 300-3295 Quality Way, Windsor, Ontario, Canada, N8T 3R9 and our phone number is (519) 419-4958. Our corporate website is located at http://www.cenbiotechinc.com. The information contained on or connected to our website is not part of this report and is not incorporated herein.

 

We have not yet generated any revenues, and at present we are not able to estimate if or when we will be able to generate any revenues. For the fiscal years ended December 31, 2020 and 2019, we generated no revenues, and reported net losses of $6,929,398 (before gain on the one-time derecognition of certain debts and accrued interest of $21,179,043) and $5,655,119, respectively, and negative cash flow from operating activities of $340,749 and $869,350 respectively. As noted in our consolidated financial statements, as of December 31, 2020, we had an accumulated deficit of approximately $27,060,527. Our consolidated financial statements have been prepared assuming that we will continue as a going concern; however, given our recurring losses from operations, management, as well as our auditors, have determined there is substantial doubt about our ability to continue as a going concern.

 

Overview         

 

We are focused on the manufacturing, production and development of Light Emitting Diode (“LED”) lighting technology and hemp products. The Company intends to explore the usage of hemp, which it intends to cultivate for usage in industrial, medical and food products.

 

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

 

The Company is in contract to acquire a 51% interest in Cen Ukraine LLC (“CEN Ukraine”) as described in detail below, which currently holds a license, granted by the federal government of Ukraine, for the cultivation and processing of cannabis sativa for industrial, supplement, pharmaceutical and other purposes in Ukraine. After closing this acquisition, the Company intends to explore the usage of hemp, which it intends to cultivate for usage in industrial, medical and food products.

 

 

At December 31, 2020 and 2019, the Company had advances of $1,179,328 and $1,065,328, respectively, to CEN Ukraine which is a related party. The advances were for the purpose of funding the operations of CEN Ukraine. These advances were substantially used as follows:

 

●

Approximately $300,000 to operate its office in Kiev;

 

●

Approximately $445,328 to employ several workers;

 

●

Approximately $350,000 for performing multiple test crops;

 

●

Approximately $75,000 for oil processing activities; and

 

●

Approximately $9,000 for payment of rent.

 

Hemp is related to cannabis as both are classified under the same botanical category of Cannabis sativa L. A significant difference between the two is that cannabis has increased amounts of tetrahydrocannabinol (THC) (5–20%), a psychotropic cannabinoid, and may have very little amounts of CBD (cannabidiol) and CBG (cannabigerol), which have no psychotropic properties (although regulations in certain countries, including Canada classify industrial hemp exclusively based on the THC content in the plant); whereas industrial hemp has virtually no THC (less than 0.3% w/w). The THC concentration in industrial hemp is not enough to provide psychotropic effects, which renders industrial hemp useless for recreational use or abuse, and therefore industrial hemp does not serve a recreational psychoactive purpose. Canada, China and the United Kingdom are examples of major industrialized countries that have permitted regulated production of industrial hemp, deriving economic benefits from its cultivation, distribution and sale.

 

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

 

Products

 

LED Lighting

 

On September 12, 2016, the Company executed an agreement to acquire a patent related to LED Lighting, from Tesla Digital, Inc., a Canadian Corporation and Stevan Pokrajac. As part of the transaction the Company will employ Stevan Pokrajac in connection with the development of the acquired technology. As of March 12, 2021, the patent intangible remains in escrow in the name of Tesla Digital, Inc. until full settlement of the terms of the agreement. In the interim, CEN has the rights to use the patented technology. In connection with the acquisition the Company will issue one million shares of common stock.

 

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

 

Hemp

 

On December 14, 2017, the Company entered into a Controlling Interest Purchase Agreement (the “Agreement”) with Bill Chaaban, our Interim CEO, President and Chairman, and Usamakh Saadikh, a member of our board of directors (the “Sellers”) to acquire (the “Acquisition”) 51% of the outstanding equity interests in Cen Ukraine, a corporation that was organized and has its principal offices in Ukraine. The agreement, which is subject to certain conditions, has not closed as of March 12, 2021. Cen Ukraine was founded to seek agricultural and pharmaceutical opportunities in Ukraine. Cen Ukraine currently holds a license, granted by the federal government of Ukraine, for the cultivation and processing of cannabis sativa for industrial, supplement, pharmaceutical and other purposes in Ukraine. The consideration will be paid by issuing shares of common stock of the Company.

 

The Company intends, through Cen Ukraine, to explore the usage of hemp, which it intends to cultivate for usage in industrial, medical and food products.

 

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

 

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

 

 

Raw Materials and Components

 

We intend to grow and cultivate all of our hemp materials in the Ukraine through CEN Ukraine. Hemp is a plant easy to cultivate, with predictable harvests and produces overall negative carbon print compared to other agricultural sources used for production of biodiesels among other uses. CEN Ukraine obtains the required raw materials to grow Hemp, which include seeds from the Bast Institute, which is a part of the Ukrainian federal government. If the Bast Institute ceases to sell seeds to CEN Ukraine, it would have to find an alternate supplier, and there can be no assurance that it would be able to do so.

 

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

 

Research and Development

 

The Company contracts with Stevan Pokrajac, the developer of the patented LED Lighting Technology, to assist the Company with the development of the acquired technology. As part of the acquisition Mr. Pokrajac will become an employee of the LED subsidiary with compensation of $200,000 per year commencing with the start of operations.

 

We intend to grow and cultivate all of our hemp materials in the Ukraine through CEN Ukraine. CEN Ukraine has conducted research over the past four years relating to planting and harvesting hemp, as well as the processing of hemp into final products utilizing contract manufacturers. CEN Ukraine also has a full time agronomist, which is an expert in the science of soil management and crop production, on its staff. 

 

Competition

 

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

 

Hemp-based products and the number of companies that produce them have experienced rapid growth in recent years, stemming in part from recent trends toward legalization of hemp in industrialized countries. Consequently, we will be operating in a highly competitive marketplace with various competitors. Increased competition may result in lower than anticipated gross margins and/or loss of market share, either of which would seriously harm its business and results of operations. Management cannot be certain that we will be able to compete against current or future competitors or that competitive pressure will not seriously harm our business. Some of our potential competitors are much larger and have greater access to capital, sales, marketing and other resources. These competitors may be able to respond more rapidly to new regulations or devote greater resources to the development and promotion of their business model than we can. Furthermore, some of these competitors may make acquisitions or establish co-operative relationships among themselves or with third parties in the industry to increase their ability to rapidly gain market share.

 

 

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

 

	●	develop or acquire new products and innovative technologies;
	●	obtain licenses, permits and regulatory clearance and compliance, when necessary, for our products;
	●	manufacture and sell our products cost-effectively;
	●	meet all relevant quality production, manufacturing and standards for our products in their particular markets;
	●	respond to competitive pressures specific to each of our geographic and product markets;
	●	protect the proprietary technology of our products and avoid infringement of the proprietary rights of others;
	●	market our products;
	●	attract and retain skilled employees, including sales representatives;
	●	maintain and establish distribution relationships; and
	●	engage in acquisitions, joint ventures or other collaborations.

 

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

 

Customers

 

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

 

Intellectual Property

 

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

 

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

 

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.

 

Employees

 

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

 

 

Recent Developments

 

On January 27, 2020, a market maker filed a Form 211 Application with the Financial Industry Regulatory Authority ("FINRA") to request permission to quote and trade the securities of CEN Biotech, Inc. on OTC Markets. However, there can be no assurance that FINRA will approve the Form 211 Application. As of March 12, 2021, the application has not been approved. There is no assurance that an active trading market for our shares will develop or will be sustained if developed.

 

On May 19, 2020 AstralENERGY Solar Manufacturing Corporation, LTD and the Company entered into a Termination and Release Agreement (the “Termination Agreement”) pursuant to which they mutually terminated the Share Purchase Agreement they previously entered into on July 31, 2018. No compensation was paid by either party pursuant to the Termination Agreement and each party agreed that as of the date of entry into the Termination Agreement, that neither party shall have any rights or obligations with respect to the Share Purchase Agreement.

 

On June 30, 2020 the SEC declared a registration statement on Form S-1, with File No. 333-239296, effective, that was filed by the Company to register the resale of up to 6,851,843 shares of the Company’s common stock by certain selling stockholders.

 

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

 

Effective August 1, 2020, the Company terminated their operating lease at 20 North Rear Road with Jamsyl Group, and also abandoned their office space under operating lease with RN Holdings Ltd in Windsor, Ontario.

 

During 2020, $9,600,000 plus $11,579,043 in associated accrued interest payable to Global Holdings International, LLC (“GHI”) was derecognized. The note matured on June 30, 2016 and the Company was in default. As at no time since the default on the loan did GHI, its principal, agent or its attorneys reach out via mail, e-mail, text or phone to demand payment on the loan. The Company reached out numerous times and never received a response or demand for payment or notice of default on the loan. CEN’s last attempt occurred in November 2020. The note, related interest and venue for the agreement are governed by Ontario Law and according to the Ontario Limitations Act (Limitations Act, 2002, S.O. 2002, c. 24, Sched. B) the statute of limitations is 2 years from the date of default under the note. The date of default was June 30, 2016, which is over the 2-year Statute of Limitation (SOL) period, and therefore the lender is outside of the SOL and cannot bring an action in Court against the Company for the debt. As a result of the lapse of the SOL, and having exhausted all reasonable efforts to contact GHI, the Company exercised its legal rights to derecognize the principal and interest obligations related to the related note with GHI on December 31, 2020, which in accordance with ASC 405-20-40-1(b), is when CEN is judicially released from its obligations under the note.

 

A loan totaling $17,901 was made to Emergence Global Enterprises Inc. (“Emergence Global”) as of December 31, 2020. The loan was made for the business purpose of assisting Emergence with operating expenses. Emergence Global’s Chief Executive Officer is Joseph Byrne, a 5% shareholder and former CEO of CEN. Joseph Byrne, previously served as the Chief Executive Officer and member of the Board of Directors of the Company from July 2017 until November 13, 2019.

 

Near Term Operating Plan

 

Our monthly “burn rate,” the amount of expenses we expect to incur on a monthly basis, is approximately $100,000 for a total of $1,200,000 for the maximum of 12 months. We have relied and will continue to rely on capital raised from third parties to fund our operating expenses during the following 12 months.

 

In order to complete our plan of operations, we estimate that $6,200,000 in funds will be required. The source of such funds is anticipated to be from capital raised from third parties. If we fail to generate $6,200,000 of funds from capital raised, we may not be able to fully carry out our plan of operations.

 

 

Generally, the funds are planned to be invested as follows: $2.3 million in hemp activities, $2.5 million in LED lighting manufacturing, $200,000 to obtain quotation on OTCQB and $1.2 million in general operating costs. There can be no assurance that the Company will be able to raise the foregoing funds or proceed as planned.

 

We hope to reach the following milestones in the next 12 months:

 

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May- 2021 – The Company intends to obtain quotation on OTCQB and we estimate the costs of this to be $200,000.

 

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June 2021 – The Company intends to close on its contract with CEN Ukraine and we estimate the costs of this to be $300,000.

 

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April 2021 to December 2024 – The Company intends to explore the usage of hemp, which it intends to cultivate for usage in industrial, medical and food products through CEN Ukraine as follows:

 

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Secure lease of processing facility expected to take place in June, 2021 and we estimate the costs of this to be $400,000 annually.

 

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Purchase of seeds for production crop expected to take place in April, 2021 and we estimate the costs of this to be $100,000 annually.

 

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Hire farming and production staff expected to take place in April, 2021 and we estimate the costs of this to be $600,000 annually.

 

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Rent farming equipment, purchase fuel, irrigation, and nutrients expected to take place in April, 2021 and we estimate the costs of this to be $600,000 annually.

 

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Market, package and ship product expected to take place in July, 2021 and we estimate the costs of this to be $300,000 annually.

 

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July 2021 – The Company intends to close on its contract with Tesla Digital, Inc. regarding the LED Lighting patent and we estimate the costs of this to be $300,000.

 

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May 2021 to December 2024 – The Company intends to explore using the LED Lighting across manufacturing operations and licensing opportunities across multiple industries such as the horticultural industry, as well as the automotive, industrial and commercial lighting industries as follows:

 

●

Lease production facility expected to take place in June 2021 and we estimate the costs of this to be $400,000 annually.

 

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Lease equipment expected to take place in July, 2021 and we estimate the costs of this to be $400,000 annually.

 

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Hire staff expected to take place in August, 2021 and we estimate the costs of this to be $600,000 annually.

 

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Initial raw materials expected to take place in August, 2021 and we estimate the costs of this to be $500,000 one time.

 

Marketing and delivery expected to take place in October, 2021 and we estimate the costs of this to be $300,000 annually.

 

Achievement of the milestones will depend highly on our funds and the availability of those funds. There can be no assurance that we will be able to successfully complete such milestones.

 

 

Government Regulations

 

Hemp

 

As discussed above, we plan on expanding our business plan to include (i) the cultivation and production of hemp in the Ukraine (ii) the manufacturing of hemp products in the Ukraine and Canada and (iii) the sales and distribution of hemp products globally, including but not limited to Canada, Ukraine, and the United States.

 

 

Cannabis versus Hemp

 

While hemp and cannabis are both derived from the same species (Cannabis sativa), there are major differences in the characteristics of the respective plant strains that produce industrial hemp on the one hand, and cannabis products on the other. In short, hemp is a strain of the Cannabis sativa plant that has been grown primarily for use in industrial applications and has been specifically cultivated to produce a low tetrahydrocannabinol (“THC”) content and a high cannabidiol (“CBD”) content. THC is the psychoactive constituent of cannabis and is responsible for producing the psychoactive effects of the drug. CBD is another active ingredient present in Cannabis sativa plants, and it largely acts to neutralize the psychoactive effects of THC and is not associated with psychoactive effects. Since hemp strains have very little THC and a lot of CBD, they do not produce psychoactive effects when ingested.  

 

Canada

 

In Canada, cannabis and industrial hemp are governed by separate regulations under the Cannabis Act. The products are legally distinguished by the concentration of THC in the leaves and flowering heads of the plant. A cannabis plant containing more than 0.3% THC w/w is legally defined as cannabis. A cannabis plant containing less than 0.3% THC w/w is legally defined as industrial hemp. Although we will not pursue any business related to cannabis (whether for recreational and medicinal purposes), we do intend to manufacture and offer hemp-based products in Canada upon obtaining required licensing under the Industrial Hemp Regulations.

 

Licensing, production, processing, distribution, marketing, importation, exportation and sale of cannabis and cannabis derivative products are regulated by the Cannabis Regulations, promulgated under the Cannabis Act. Cannabis is legal in Canada for both recreational and medicinal purposes. Initially, medicinal use of cannabis was legalized in Canada on July 30, 2001 under conditions outlined in the Marihuana for Medical Purposes Regulations, later superseded by the Access to Cannabis for Medical Purposes Regulations, governed by Health Canada. The federal Cannabis Act, and associated Cannabis Regulations came into effect on October 17, 2018 and made Canada the second country in the world to formally legalize the cultivation, possession, acquisition, distribution, sale and consumption of recreational cannabis and its derivatives. In October 2019, additional regulations came into force, permitting the production, distribution, sale and consumption of a broader range of cannabis products, including edible cannabis, cannabis topicals and extract cannabis products.

 

Activities involving the licensing, cultivation, production, importation, exportation and sale of industrial hemp and derivatives of industrial hemp plants are regulated by the Industrial Hemp Regulations, also promulgated under the Cannabis Act. As indicated above, industrial hemp is defined as any part of the cannabis plant that contains 0.3% or less of THC w/w. There is no limit on how much CBD may be contained in industrial hemp plants or derivative products. A product made by processing the grain of industrial hemp or a product made from that processed grain is exempt from application of the Industrial Hemp Regulations where the concentration of THC in the product is 10 “g/g THC or less. Additionally, non-viable cannabis seeds, bare mature stalks and fiber derived from these stalks are exempt from application of the Cannabis Act and Industrial Hemp Regulations.

 

An industrial hemp license holder is authorized to conduct any of the following activities that are authorized by its license:

 

(a) to sell industrial hemp, with certain restrictions. In particular, flowering heads, leaves and branches may only be sold to a holder of an industrial hemp license or license governed by the Cannabis Regulations;

 

(b) to import or export seed or grain, with certain additional requirements (as set out below);

 

(c) to cultivate industrial hemp. However, other than a plant breeder, a license holder may only sow seed of pedigreed status that is of an approved cultivar or from a varietal that is set out in its license;

 

 

(d) in the case of a plant breeder, to propagate industrial hemp from a varietal that is set out in its license;

 

(e) to possess seed or grain for the purposes of cleaning it;

 

(f) to possess grain for the purpose of processing it. However, the holder of a license that authorizes possession of grain for the purposes of processing it, must render the grain non-viable and conduct adequate testing to ensure same; or

 

(g) to obtain seed by preparing it.

 

A license holder, whose license authorizes importation and exportation must also acquire the necessary permits to import and export. There are additional restrictions on importing, as follows:

 

	●	an importer of seed must only import seed of pedigreed status that is of an approved cultivar;
	●	a plant breeder must only import seed of a variety of industrial hemp that is set out in its license; and
	●	an importer of grain must only import grain from a country that participates in the Organisation for Economic Co-operation and Development Seed Schemes or a country that has an agency that is a member of the Association of Official Seed Certifying Agencies.

 

It is important to note that not every activity involving industrial hemp falls within the scope of the Industrial Hemp Regulations. For example, extraction of CBD from the flowering heads, leaves and branches of an industrial hemp plant would require a cannabis processing license and would be regulated under the Cannabis Regulations.

 

United States

 

Until 2014, when 7 U.S. Code §5940 became federal law as part of the Agricultural Act of 2014 (the “2014 Farm Act”), products containing oils derived from hemp, notwithstanding a minimal or non-existing THC content, were classified as Schedule I illegal drugs. The 2014 Farm Act expired on September 30, 2018, and was thereafter replaced by the Agricultural Improvement Act of 2018 on December 20, 2018 (the “2018 Farm Act ”), which amended various sections of the U.S. Code, thereby removing hemp, defined as cannabis with less than 0.3% of THC, from Schedule 1 status under the Controlled Substances Act (“CSA”), and legalizing the cultivation and sale of hemp at the federal level, subject to compliance with certain federal requirements and state law, amongst other things. THC is the psychoactive component of plants in the cannabis family generally identified as marihuana or marijuana. We anticipate that our hemp products will be federally legal in the United States in that they will contain less than 0.3% of THC in compliance with the 2018 Farm Bill guidelines and will have no psychoactive effects on our customers bodies. Notwithstanding, there is no assurance that the 2018 Farm Act will not be repealed or amended such that our products containing hemp-derived CBD would once again be deemed illegal under federal law.

 

The 2018 Farm Bill also shifted regulatory authority from the Drug Enforcement Administration to the Department of Agriculture. The 2018 Farm Bill did not change the United States Food and Drug Administration’s (“FDA”) oversight authority over hemp products. The 2018 Farm Act delegated the authority to the states to regulate and limit the production of hemp and hemp derived products within their territories. Although many states have adopted laws and regulations that allow for the production and sale of hemp and hemp derived products under certain circumstances, no assurance can be given that such state laws may not be repealed or amended such that our intended hemp products would once again be deemed illegal under the laws of one or more states now permitting such products, which in turn would render such intended products illegal in those states under federal law even if the federal law is unchanged. In the event of either repeal of federal or of state laws and regulations, or of amendments thereto that are adverse to our intended hemp products, we may be restricted or limited with respect to those products that we may sell or distribute, which could adversely impact our intended business plan with respect to such intended products. 

 

Additionally, the FDA has indicated its view that certain types of hemp products may not be permissible under the United States Federal Food, Drug and Cosmetic Act (“FDCA”). The FDA’s position is related to its approval of Epidiolex, a marijuana-derived prescription medicine to be available in the United States. The active ingredient in Epidiolex is CBD. On December 20, 2018, after the passage of the 2018 Farm Bill, FDA Commissioner Scott Gottlieb issued a statement in which he reiterated the FDA’s position that, among other things, the FDA requires a cannabis product (hemp-derived or otherwise) that is marketed with a claim of therapeutic benefit, or with any other disease claim, to be approved by the FDA for its intended use before it may be introduced into interstate commerce and that the FDCA prohibits introducing into interstate commerce food products containing added hemp, and marketing products containing hemp as a dietary supplement, regardless of whether the substances are hemp-derived. Although we believe our planned hemp product offerings comply with applicable federal and state laws and regulations, legal proceedings alleging violations of such laws could have a material adverse effect on our business, financial condition and results of operations.

 

 

We do not intend to offer and do not compete with companies that offer cannabis products containing high levels of psychoactive THC in the United States. Although legal in some states in the United States, we do not intend to enter into this market. We may offer hemp-based products to customers in the United States but will not compete with any medical or recreational marijuana sellers of products for high THC content sales due to legal and regulatory restrictions and uncertainty in the United States. Because of regulatory challenges facing marijuana companies in the United States, the vast majority of the companies focused on THC are Canadian and foreign, although several have begun to pursue domestic activities in states that permit marijuana sales. Federal law does not generally recognize marijuana (or hemp that exceeds 0.3% THC) as lawful, although that may change in the future.

 

Ukraine

 

Hemp is a traditional crop cultivated in Ukraine for centuries. Industrial hemp production is allowed in Ukraine for seeds and fibers only. Growers must apply for a license in advance of the growing season and must be in compliance with the applicable licensing conditions. There are no known limitations on the circulation of hemp seeds, fibers and products of processing thereof, that have a THC limit below the regulatory requirements of the Ukraine (which are 0.08 percent). Hemp plantations that demonstrate THC level above 0.08 percent must be destroyed by a farmer. A farmer needs a license to grow hemp. The license is issued by the State Service of Ukraine on Medicines and Drugs Control (SSUMDC). A grower should submit an application to the SSUMDC before the growing season begins (usually in the autumn). After the growing season is completed (but before October 1), farmers must submit their annual reports on the volume of hemp production to SSUMDC. These regulations are uniformly applicable to the whole country. If we close on the CEN Ukraine Acquisition as planned, CEN Ukraine, which we plan to use to grow and cultivate hemp for all of our hemp related products will have to comply with all of the applicable laws and regulations applicable to hemp in the Ukraine. Currently, CEN Ukraine holds a license, granted by the SSUMDC, for the cultivation and processing of cannabis sativa for industrial, supplement, pharmaceutical and other purposes in Ukraine.

 

Worldwide

 

We initially plan to sell and distribute our hemp products in the U.S. and Canada, however, we may in the future, possibly seek to sell and distribute our hemp products in geographic areas that permit the sale and distribution of same. Since hemp is derived from the Cannabis sativa plant, there will be laws, rules and regulations that the Company will have to comply with in certain areas in order to conduct sales and distributions of its hemp products in such areas. Every country, state and region may have their own specific laws, rules and regulations applicable to the sale and distribution of hemp and the Company will have to comply with all such applicable laws, rules and regulations when conducting its hemp sales and distribution activities in the applicable areas. Further, the laws, rules and regulations applicable to hemp worldwide may change and the Company will have to adapt to same, or if there is a ban of the sale and distribution of hemp products in certain areas, the Company will not be able to conduct sales and distributions of its hemp products in such areas.

 

Emerging Growth Company and Smaller Reporting Company Status

 

As a public reporting company with less than $1,070,000,000 in revenue during our last fiscal year, we qualify as an “emerging growth company” under the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”). An emerging growth company may take advantage of certain reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth company we:

 

	●	are not required to obtain an attestation and report from our auditors on our management’s assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;
	●	are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements fit with our principles and objectives (commonly referred to as “compensation discussion and analysis”);
	●	are not required to obtain a non-binding advisory vote from our stockholders on executive compensation or golden parachute arrangements (commonly referred to as the “say-on-pay,” “say-on-frequency” and “say-on-golden-parachute” votes);
	●	are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure;
	●	may present only two years of audited financial statements and only two years of related Management’s Discussion & Analysis of Financial Condition and Results of Operations (“MD&A”); and
	●	are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act.

 

 

We intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under §107 of the JOBS Act.

 

Certain of these reduced reporting requirements and exemptions were already available to us due to the fact that we also qualify as a “smaller reporting company” under SEC rules. For instance, smaller reporting companies are not required to obtain an auditor attestation and report regarding management’s assessment of internal control over financial reporting; are not required to provide a compensation discussion and analysis; are not required to provide a pay-for-performance graph or Chief Executive Officer pay ratio disclosure; and may present only two years of audited financial statements and related MD&A disclosure.

 

Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended (the “Securities Act”), or such earlier time that we no longer meet the definition of an emerging growth company. In this regard, the JOBS Act provides that we would cease to be an “emerging growth company” if we have more than $1,070,000,000 in annual revenues, have more than $700 million in market value of our common stock held by non-affiliates, or issue more than $1.0 billion in principal amount of non-convertible debt over a three-year period. We would cease to be an emerging growth company on the last day of the fiscal year following the date of the fifth anniversary of our first sale of common equity securities under an effective registration statement or a fiscal year in which we have $1 billion in gross revenues. Further, under current SEC rules we will continue to qualify as a “smaller reporting company” for so long as we have a public float (i.e., the market value of common equity held by non-affiliates) of less than $250 million as of the last business day of our most recently completed second fiscal quarter.

 

Legal Proceedings

 

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

 

Properties

 

CEN had one facility in Lakeshore, Ontario. 20 North Rear Road is a 10.4 acre site of land that was subleased from Creative. On January 1, 2017 CEN entered into an agreement whereas the old lease was terminated and a new 5 year lease for the property was started. The new lease gave CEN access to the 27,000 sq. foot building containing the 4,000 sq. foot vault and options to lease additional buildings and purchase the property. The new lease rate was $4,000 per month Canadian plus HST tax, and proportioned utilities and property tax. This lease was assigned by the lessor, Jamaal Shaban, cousin of Bill Chaaban, to Jamsyl Group, a third-party, in October 2019. Effective August 1, 2020, the Company entered into a mutual termination and release agreement with Jamsyl Group in exchange for 36,500 shares of CEN common stock, valued at $50,700, which vested immediately, based upon remaining lease payments owed.

 

CEN also leased office space in Windsor, Ontario from RN Holdings Ltd. The lease commenced on October 1, 2017 with R&D Labs (whose President is Bill Chaaban) and was subsequently assigned by R&D Labs to RN Holdings Ltd (a third-party) on May 8, 2019. The lease calls for monthly rental payments ranging from $2,608 to $3,390 through September 2027. Effective August 1, 2020, the Company ceased making payments and abandoned the leased space. Accordingly, the Company determined that there was no future economic value to the associated right-of-use asset and recognized a full impairment loss of $146,795 on August 1, 2020. As of March 12, 2021, the Company has not reached an agreement with RN Holdings Ltd to modify or to settle the remaining contractual liability, which therefore remains recorded as of December 31, 2020 under its original contractual terms.

 

 

ITEM 1A.

RISK FACTORS

 

An investment in our common stock or any other security that may be issued by us involves a high degree of risk. You should carefully consider these risk factors, together with all of the other information included in this Annual Report, before you decide to invest in shares of our common stock. If any of the following risks develop into actual events, then our business, financial condition, results of operations and/or prospects could be materially adversely affected. If that happens, the market price of our common stock, if any, could decline, and investors may lose all or part of their investment. You should read the section entitled “Forward-Looking Statements” above for a discussion of what types of statements are forward-looking statements, as well as the significance of such statements in the context of this annual report.

 

Risk Factor Summary

 

Our business is subject to numerous risks and uncertainties. These risks represent challenges to the successful implementation of our strategy and to the growth and future profitability of our business. These risks include, but are not limited to, the following:

 

	●	We have a history of operating losses;
	●	Public health epidemics or outbreaks (such as the novel strain of coronavirus (COVID-19)) could adversely impact our business;
	●	We may be unable to attract sufficient demand for and obtain acceptance of our hemp-based products by consumers;
	●	We are subject to Canada’s Cannabis Act, Industrial Hemp Regulations, Food and Drugs Act and analogous provisions of applicable federal, provincial, state and local laws and could face substantial penalties if we fail to comply with such laws;
	●	We may be unable to attract sufficient demand for and obtain acceptance of our hemp-based products by consumers;
	●	Possible yet unanticipated changes in federal and state law could cause any products that we intend to launch, containing hemp to be illegal, or could otherwise prohibit, limit or restrict any of our products containing hemp;

 

	●	Risks associated with the hemp products industry;
	●	Risks associated with the LED products industry;
	●	FDA regulation could negatively affect the hemp industry, which would directly affect our financial condition;
	●	Sources of hemp depend upon legality of cultivation, processing, marketing and sales of products derived from those plants under federal and state law of the United States, Canada and Ukraine;
	●	Because our distributors may only sell and ship our anticipated hemp-based products in states in the United States that have adopted laws and regulations qualifying under the 2018 Farm Act, a reduction in the number of states having such qualifying laws and regulations could limit, restrict or otherwise preclude the sale of intended products containing hemp;
	●	There may be unanticipated delays in the development and introduction of our future hemp-based products and/or our inability to control costs;
	●	We may be unable to consistently retain or hire third-party manufacturers, suppliers or other service providers to produce our hemp-based products;
	●	We do not have control over all third parties involved in the manufacturing of our products and their compliance with government health and safety standards. Even if our products meet these standards, they could otherwise become contaminated;

 

 

	●	The manufacture and sale of our products involves product liability, potential intellectual property infringement and related risks that could expose us to significant insurance and loss expenses;
	●	Confusion between legal hemp and illegal cannabis;
	●	Seasonal fluctuations in revenue;
	●	Our failure to promote and maintain a strong brand;
	●	Failure to achieve or sustain profitability;
	●	Our failure to successfully or cost-effectively manage our marketing efforts and channels, and the failure of such efforts and channels to be effective in generating leads and business for the Company or any of its affiliated providers;
	●	Significant competition;
	●	Adequate protection of confidential information;
	●	The business risks of United States and international operations;
	●	Our vulnerability to changes in consumer preferences and economic conditions;
	●	Potential litigation from competitors and health related claims from customers;
	●	A limited market for our common stock;
	●	There may be unanticipated delays in the development and introduction of our future LED products and/or our inability to control costs;
	●	Our ability to adequately protect the intellectual property used to produce our hemp-based products and our LED based products; and
	●	Our ability to stay abreast of modified or new laws and regulations applying to our business.

 

In addition, our auditors have raised substantial doubt regarding our ability to continue as a going concern as a result of our historical recurring losses from operations and negative cash flows from operations as well as our dependence on private equity and financings in our audit report for the fiscal year ended December 31, 2020 and 2019.

 

Risks Related to the Business

 

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

 

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

 

	●	drive adoption of our future products
	●	attract and retain customers for our future products;

 

 

	●	provide appropriate levels of customer support for our future products;
	●	implement an effective marketing strategy to promote awareness of our future products;
	●	develop, manufacture and commercialize future products or achieve an acceptable return on our research and development efforts and expenses;
	●	obtain necessary permits or licenses and comply with regulatory requirements applicable to our future products;
	●	anticipate and adapt to changes in our market;
	●	maintain and develop strategic relationships with vendors and manufacturers to acquire necessary materials for the production of our future products;
	●	scale our manufacturing activities to meet potential demand at a reasonable cost;
	●	avoid infringement and misappropriation of third-party intellectual property;
	●	obtain any necessary licenses to third-party intellectual property on commercially reasonable terms;
	●	obtain valid and enforceable patents that give us a competitive advantage;
	●	protect our proprietary technology; and
	●	attract, retain and motivate qualified personnel.

 

We cannot provide any assurances that we will generate revenues and, if we do, when and how much the initial revenue will be. If we are unable to generate revenue our business will fail.

 

We have not generated any revenue and our independent registered auditors’ report includes an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.

 

To date, we have not been profitable and have incurred substantial net losses since our inception and may continue to incur losses for the foreseeable future, as we continue our product development activities. As a result of our limited operating history, we have limited historical financial data that can be used in evaluating our business and our prospects and in projecting our future operating results. Through December 31, 2020, we have accumulated a total deficit of $27,060,527.

 

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

 

We expect to experience losses in the future and may not become profitable.

 

Pursuant to our business strategy, we expect to continue to make expenditures as we focus on business development which will adversely affect operating results until revenues from sales of our products reach a level at which these costs are supported. Our recent operations have been financed and are expected to continue to be financed primarily through sales by us of our equity and through debt.

 

Since the formation of our Company, we have not generated revenues. We may experience quarterly and annual losses, and expect to do so at least through the end of the 2021 calendar year. We may never become profitable. If we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis. We will need to generate significant revenues to achieve and maintain profitability.

 

 

We will need additional capital to fund our operations, which, if obtained, could result in substantial dilution or significant debt service obligations. Our inability to procure additional financing, if required, may have a material adverse effect on us. We may not be able to obtain additional capital on commercially reasonable terms, which could adversely affect our liquidity and financial position.

 

We require additional equity and/or debt financing to continue our operations. Although we believe that we have access to capital resources, there are no commitments in place for new financing as of the date of this document and there can be no assurance that we will be able to obtain funds on commercially acceptable terms, if at all. We expect to have ongoing needs for working capital in order to fund operations and to continue to expand our operations. To that end, we may be required to raise additional funds through equity or debt financing. In order to continue operating, we may need to obtain additional financing, either through borrowings, private offerings, public offerings, or some type of business combination, such as a merger, or buyout, and there can be no assurance that we will be successful in such pursuits. We may be unable to acquire the additional funding necessary to continue operating. However, there can be no assurance that we will be successful in securing additional capital. If we are unsuccessful, we may need to (a) initiate cost reductions; (b) forego business development opportunities; (c) seek extensions of time to fund liabilities, or (d) seek protection from creditors. Our inability to obtain any additional financing could have a material adverse effect upon us. We may not be able to secure any additional financing we may need on terms favorable to us, or at all. These conditions raise substantial doubt about our ability to continue as a going concern for at least one year from the date of this filing.

 

In addition, if we are unable to generate adequate cash from operations, and if we are unable to find sources of funding, it may be necessary for us to sell one or more lines of business or all or a portion of our assets, enter into a business combination, or reduce or eliminate operations. These possibilities, to the extent available, may be on terms that result in significant dilution to our investors or that result in our investors losing all of their investment in our Company.

 

If we are able to raise additional capital, we do not know what the terms of any such capital raising would be. In addition, any future sale of our equity securities could be at prices substantially below prices at which our shares are currently valued. To the extent we require additional financing and cannot raise it, we may have to limit our then-current operations, curtail all or certain portions of our business objectives and plans or terminate our operations. We may seek to increase our cash reserves through the sale of additional equity or debt securities. The sale of convertible debt securities or additional equity securities could result in additional and potentially substantial dilution to our investors. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations and liquidity In addition, our ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all. Any failure to raise additional funds on favorable terms could have a material adverse effect on our liquidity and financial condition.

 

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

 

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

 

Most of our executive officers do not reside in the United States.

 

Our U.S. stockholders would face difficulty in:

 

●

Effecting service of process within the United States on most of our executive officers, if considered necessary.

 

●

Enforcing judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against the executive officers.

 

●

Enforcing judgments of U.S. courts based on civil liability provisions of U.S. federal securities laws in foreign courts against the executive officers.

 

●

Bringing an original action in foreign courts to enforce liabilities based on the U.S. federal securities laws against the executive officers.

 

Accordingly, persons contemplating an investment in our common stock should seriously consider these factors before making an investment decision.

 

 

We may not acquire market share or achieve profits due to competition in the LED lighting and hemp industries.

 

Cannabis-based products such as industrial hemp and the number of companies that produce them have experienced rapid growth in recent years, stemming in part from recent trends toward legalization of cannabis in industrialized countries. Consequently, we will be operating in a highly competitive marketplace with various competitors. Increased competition may result in lower than anticipated gross margins and/or loss of market share, either of which would seriously harm its business and results of operations. Management cannot be certain that we will be able to compete against current or future competitors or that competitive pressure will not seriously harm our business. Some of our potential competitors are much larger and have greater access to capital, sales, marketing and other resources. These competitors may be able to respond more rapidly to new regulations or devote greater resources to the development and promotion of their business model than we can. Furthermore, some of these competitors may make acquisitions or establish co-operative relationships among themselves or with third parties in the industry to increase their ability to rapidly gain market share.

 

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

 

	●	develop or acquire new products and innovative technologies;
	●	obtain regulatory clearance and compliance, when necessary, for our products;
	●	manufacture and sell our products cost-effectively;
	●	meet all relevant quality standards for our products in their particular markets;
	●	respond to competitive pressures specific to each of our geographic and product markets;
	●	protect the proprietary technology of our products and avoid infringement of the proprietary rights of others;
	●	market our products;
	●	attract and retain skilled employees, including sales representatives;
	●	maintain and establish distribution relationships; and
	●	engage in acquisitions, joint ventures or other collaborations.

 

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

 

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

 

 

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

 

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

 

	●	We rely on our suppliers and manufacturers to provide us with the needed products or components in a timely fashion and of an acceptable quality. An uncorrected defect or supplier’s variation in a component could harm our or our third-party manufacturers’ ability to manufacture, and our ability to sell, products and may subject us to product liability claims.
	●	The facilities of our third-party manufacturers must satisfy production and quality standards set by applicable regulatory authorities. Regulatory authorities periodically inspect manufacturing facilities to determine compliance with these standards. If we or our third-party manufacturers fail to satisfy these requirements, the facilities could be shut down and we or our third party manufacturers could be subject to additional measures, including but not limited to sanctions, penalties or recall measures.
	●	A third-party manufacturer or supplier could decide to terminate our manufacturing or supply arrangement, including due to a disagreement between us and such third-party manufacturer, if the third-party manufacturer determines not to further manufacture our products, or if we fail to comply with our obligations under such arrangements.
	●	If any third-party manufacturer makes improvements in the manufacturing process for our products, we may not own, or may have to share, the intellectual property rights to the innovation.

 

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

 

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

 

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

 

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

 

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

 

 

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

 

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

 

	●	the ability of sales representatives to obtain access to or persuade adequate numbers of healthcare providers to promote and/or purchase and use our products and services;
	●	the ability to recruit, properly motivate, retain, and train adequate numbers of qualified sales and marketing personnel;
	●	the costs associated with hiring, training, maintaining, and expanding an effective sales and marketing team; and
	●	assuring compliance with government regulatory requirements affecting our products.

 

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

 

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

 

	●	The failure by us to select or use appropriate distributors, or the ineffectiveness of the sales and marketing strategies of such distributors;
	●	lack of day-to-day control over the activities of third-party distributors;
	●	third-party distributors may terminate their arrangements with us on limited or no notice or may change the terms of these arrangements in a manner unfavorable to us for reasons outside of our control; and
	●	disagreements with our distributors could require or result in costly and time-consuming litigation or arbitration.

 

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

 

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

 

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

 

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

 

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

 

 

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

 

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

 

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

 

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

 

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

 

At December 31, 2020, CEN has current notes, loans, accounts payable, accrued interest and accrued expenses aggregating $14,705,757. Since CEN has no current revenue, we will have to locate other sources of debt or equity financing in order to meet these obligations. If we are unable to do so, we may default on some commitments which could have a very negative effect on our business or cause us to cease our business altogether.

 

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

 

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

 

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

 

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

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

•

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

 

•

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

 

•

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

 

•

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

 

We may take advantage of these exemptions until we are no longer an “emerging growth company.” We would cease to be an “emerging growth company” upon the earliest of: (i) the last day of the first fiscal year following the fifth anniversary of the completion of the offering pursuant to our S-1 Registration Statement Form S-1, with File No. 333-239296; (ii) the last day of the first fiscal year in which our annual gross revenues are $1 billion or more; (iii) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt securities; or (iv) as of the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million as of the end of the second quarter of that fiscal year.

 

 

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

 

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

 

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

 

The COVID-19 pandemic has already begun to adversely affect the Company’s business and the ultimate effect of the COVID-19 pandemic on the Company’s operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted.

 

The effects of the COVID-19 pandemic, including actions taken by businesses and governments, have adversely affected the global economy, disrupted global supply chains and created significant volatility in the financial markets. As a result, the Company’s business operations have been limited due to government actions or other restrictions in connection with the COVID-19 pandemic and may also be effected if Company’s personnel is unable to work effectively due to illness, quarantines, or other restrictions in connection with the COVID-19 pandemic. The COVID-19 pandemic has also already hindered the Company’s ability to raise capital. If the COVID-19 pandemic continues for a prolonged period, the Company’s business, financial condition, results of operation and liquidity may be materially and adversely affected. The extent of the ultimate impact of the pandemic on the Company's operational and financial performance will depend on various developments, including the duration and spread of the outbreak, and its impact on potential customers, employees, and vendors, all of which cannot be reasonably predicted at this time. These future developments will also include, but are not limited to, the actions taken by governmental authorities and other third parties in response to the pandemic. Disruptions and/or uncertainties related to the COVID-19 pandemic for a sustained period of time could result in delays or modifications to the Company’s strategic plans and initiatives and hinder the Company’s ability to achieve its goals.

 

Our future success depends on the continuing efforts of our key employees and our ability to attract, hire, retain and motivate highly skilled and creative employees in the future.

 

Our future success depends on the continuing efforts of our executive officers, our founders and other key employees. We rely on the leadership, knowledge and experience that our executive officers, founders and key employees provide. They foster our corporate culture, which we believe has been instrumental to our ability to attract and retain new talent. Any failure to attract new or retain key creative talent could have a material adverse effect on our business, financial condition and results of operations. The market for talent in our key areas of operations is intensely competitive, which could increase our costs to attract and retain talented employees. As a result, we may incur significant costs to attract and retain employees, including significant expenditures related to salaries and benefits and compensation expenses related to equity awards, and we may lose new employees to our competitors or other companies before we realize the benefit of our investment in recruiting and training them.

 

Employee turnover, including changes in our management team, could disrupt our business. The loss of one or more of our executive officers, founders or other key employees, or our inability to attract and retain highly skilled and creative employees, could have a material adverse effect on our business, results of operations or financial condition.

 

 

We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar international anti-bribery and anti-kickback laws with respect to our activities outside the United States.

 

We anticipate distributing our LED lighting products and hemp-based products to locations in Canada and United States as well as operate our business in Canada and United States. The U.S. Foreign Corrupt Practices Act, and other similar anti-bribery and anti-kickback laws and regulations, generally prohibit companies and their intermediaries from making improper payments to non-U.S. officials for the purpose of obtaining or retaining business. We cannot assure you that we will be successful in preventing our agents from taking actions in violation of these laws or regulations. Such violations, or allegations of such violations, could disrupt our business and result in a material adverse effect on our financial condition, results of operations and cash flows.

 

We are subject to cybersecurity risks related to our planned U.S. and international business operations.

 

The global and technologically interconnected nature of today’s business environment exposes the Company to cybersecurity risks in connection with our planned U.S. and international business operations as the Company will be utilizing technology for its business operations in the U.S. and abroad. There are many cybersecurity risks associated with technology and intellectual property that the Company will have to deal with. Cyber-incidents can take many forms, both intentional and unintentional, and commonly include the unauthorized access of information, including personal information related to customers’ accounts or credit information, data corruption, misappropriating assets or sensitive information or causing operational disruption. Attacks use increasingly complex methods, including malware, ransomware, phishing, structured query language injections and distributed denial-of-service attacks. A cyber-attack can be in the form of unauthorized access or a blocking of authorized access. The risk of theft includes through a direct intrusion by private parties or foreign actors, including those affiliated with or controlled by sovereign entities such as foreign states as well as infiltration by moles and insiders. In addition to direct intrusions, a theft or compromise can be accomplished using indirect attacks such as reverse engineering of technology and intellectual property. Patents together with reverse engineering can be used to assist in obtaining trade secrets and know-how. Any compromise of our cyber security could result in a violation of applicable privacy and other laws, significant legal and financial exposure, damage to our reputation, loss or misuse of the information and a loss of confidence in our security measures, which could harm our business.

 

Risks related to the United States, and other regulatory systems as to hemp-based products

 

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

 

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

 

Possible yet unanticipated changes in federal and state law in the U.S. could cause any products that we intend to launch containing hemp to be illegal, or could otherwise prohibit, limit or restrict any of our products containing hemp.  

 

Until 2014, when 7 U.S. Code §5940 became federal law as part of the Agricultural Act of 2014 (the “2014 Farm Act”), products containing hemp, notwithstanding a minimal or non-existing THC content, were classified as Schedule I illegal drugs. The 2014 Farm Act expired on September 30, 2018, and was thereafter replaced by the Agricultural Improvement Act of 2018 on December 20, 2018 (the “2018 Farm Act ”), which amended various sections of the U.S. Code, thereby removing hemp, defined as cannabis with less than 0.3% of THC, from Schedule 1 status under the Controlled Substances Act (“CSA”), and legalizing the cultivation and sale of hemp at the federal level, subject to compliance with certain federal requirements and state law, amongst other things. THC is the psychoactive component of plants in the cannabis family generally identified as marihuana or marijuana. We anticipate that our hemp-based products will be federally legal in the United States in that they will contain less than 0.3% of THC in compliance with the 2018 Farm Bill guidelines and will have no psychoactive effects on our customers' bodies. Notwithstanding, there is no assurance that the 2018 Farm Act will not be repealed or amended such that our products containing hemp would once again be deemed illegal under federal law.

 

The 2018 Farm Bill also shifted regulatory authority from the Drug Enforcement Administration to the Department of Agriculture. The 2018 Farm Bill did not change the United States Food and Drug Administration’s (“FDA”) oversight authority over hemp-based products. The 2018 Farm Act delegated the authority to the states to regulate and limit the production of hemp and hemp derived products within their territories. Although many states have adopted laws and regulations that allow for the production and sale of hemp and hemp derived products under certain circumstances, no assurance can be given that such state laws may not be repealed or amended such that our intended products containing hemp would once again be deemed illegal under the laws of one or more states now permitting such products, which in turn would render such intended products illegal in those states under federal law even if the federal law is unchanged. In the event of either repeal of federal or of state laws and regulations, or of amendments thereto that are adverse to our intended hemp-based products, we may be restricted or limited with respect to those products that we may sell or distribute, which could adversely impact our intended business plan with respect to such intended products. 

 

 

Additionally, the FDA has indicated its view that certain types of products containing hemp may not be permissible under the United States Federal Food, Drug and Cosmetic Act (“FDCA”). The FDA’s position is related to its approval of Epidiolex, a marijuana-derived prescription medicine to be available in the United States. The active ingredient in Epidiolex is hemp-derived CBD. On December 20, 2018, after the passage of the 2018 Farm Bill, FDA Commissioner Scott Gottlieb issued a statement in which he reiterated the FDA’s position that, among other things, the FDA requires a cannabis product (hemp-derived or otherwise) that is marketed with a claim of therapeutic benefit, or with any other disease claim, to be approved by the FDA for its intended use before it may be introduced into interstate commerce and that the FDCA prohibits introducing into interstate commerce food products containing added hemp, and marketing products containing hemp-derived ingredients, including, but not limited to CBD, as a dietary supplement, regardless of whether the substances are hemp-derived. Although we believe our planned hemp-based product offerings will comply with applicable federal and state laws and regulations, legal proceedings alleging violations of such laws could have a material adverse effect on our business, financial condition and results of operations.  

 

FDA regulation could negatively affect the hemp industry, which would directly affect our financial condition.

 

The FDA may seek expanded regulation of hemp under the FDCA. Additionally, the FDA may issue rules and regulations, including certified good manufacturing practices, or cGMPs, related to the growth, cultivation, harvesting and processing of hemp. Clinical trials may be needed to verify efficacy and safety. It is also possible that the FDA would require that facilities where hemp is grown register with the FDA and comply with certain federally prescribed regulations. In the event that some or all of these regulations are imposed, we do not know what the impact would be on the hemp industry, including what costs, requirements and possible prohibitions may be enforced. If we or our partners are unable to comply with the regulations or registration as prescribed by the FDA, we and or our partners may be unable to continue to operate our and their business in its current or planned form or at all.

 

Sources of hemp depend upon legality of cultivation, processing, marketing and sales of products derived from those plants under state law of the United States.  

 

Hemp can only be legally produced in the U.S. in states that have laws and regulations that allow for such production and that comply with the 2018 Farm Act, apart from state laws legalizing and regulating medical and recreational cannabis or marijuana, which remains illegal under federal law and regulations. We intend to use hemp from the Ukraine where such production is legal to produce our hemp-based products. Although hemp and hemp seeds may legally be imported into the United States, the importation of products containing THC, including hemp-based products, into the United States may be illegal if the hemp-based products cause THC to enter the human body. In that case, we will be required to purchase all of our hemp from licensed growers and processors in states in the United States where such production is legal. In addition, as described in the preceding risk factor, in the event of repeal or amendment of laws and regulations which are now favorable to the cannabis/hemp industry in such states, we would be required to locate new suppliers in states with laws and regulations that qualify under the 2018 Farm Act. If we were to be unsuccessful in arranging new sources of supply of our raw ingredients, or if our raw ingredients were to become legally unavailable, our intended business plan with respect to such products could be adversely impacted.

 

Because our distributors may only sell and ship our products containing hemp in states in the U.S. that have adopted laws and regulations qualifying under the 2018 Farm Act, a reduction in the number of states having such qualifying laws and regulations could limit, restrict or otherwise preclude the sale of intended products containing hemp.

 

The interstate shipment of hemp from one state to another is legal only where both states have laws and regulations that allow for the production and sale of such products and that qualify under the 2018 Farm Act. Therefore, the marketing and sale of our intended products containing hemp is limited by such factors and is restricted to such states. Although we believe we may lawfully sell any of our finished products, including those containing hemp, in a majority of states, a repeal or adverse amendment of laws and regulations that are now favorable to the distribution, marketing and sale of finished products we intend to sell could significantly limit, restrict or prevent us from generating revenue related to our products that contain hemp. Any such repeal or adverse amendment of now favorable laws and regulations could have an adverse impact on our business plan with respect to such products.

 

 

Due to recent expansion into the hemp-based products industry, we may have a difficult time obtaining the various insurances that are desired to operate our business, which may expose us to additional risk and financial liability.

 

Insurance that is otherwise readily available, such as general liability, and directors and officer’s insurance, may become more difficult for us to find, and more expensive, due to our intended launch of certain hemp-based products. There are no guarantees that we will be able to find such insurances in the future, or that the cost will be affordable to us. If we are forced to go without such insurances, it may prevent us from entering into certain business sectors, may inhibit our growth, and may expose us to additional risk and financial liabilities.

 

Our products may not meet health and safety standards or could become contaminated.

 

We have adopted various quality, environmental, health and safety standards. We do not have control over all of the third parties involved in the manufacturing of our products and their compliance with government health and safety standards. Even if our products meet these standards, they could otherwise become contaminated. A failure to meet these standards or contamination could occur in our operations or those of our manufacturers, distributors or suppliers. This could result in expensive production interruptions, recalls and liability claims. Moreover, negative publicity could be generated from false, unfounded or nominal liability claims or limited recalls. Any of these failures or occurrences could negatively affect our business and financial performance.

 

The sale of our products involves product liability and related risks that could expose us to significant insurance and loss expenses.

 

We face an inherent risk of exposure to product liability claims if the use of our products results in, or is believed to have resulted in, illness or injury. Our products contain combinations of ingredients, and there is little long-term experience with the effect of these combinations. In addition, interactions of these products with other products, prescription medicines and over-the-counter drugs have not been fully explored or understood and may have unintended consequences. While our third-party manufacturers perform tests in connection with the formulations of our products, these tests are not designed to evaluate the inherent safety of our products.

 

Any product liability claim may increase our costs and adversely affect our revenue and operating income. Moreover, liability claims arising from a serious adverse event may increase our costs through higher insurance premiums and deductibles and may make it more difficult to secure adequate insurance coverage in the future. In addition, our product liability insurance may fail to cover future product liability claims, which, if adversely determined, could subject us to substantial monetary damages.

 

Confusion between legal hemp and illegal cannabis.

 

There is risk that confusion or uncertainty surrounding our products with regulated cannabis could occur on the state or federal level and impact us. We may have difficulty with establishing banking relationships, working with investment banks and brokers who would be willing to offer and sell our securities or accept deposits from stockholders, and auditors willing to certify our financial statements if we are confused with businesses that are in the cannabis business. Any of these additional factors, should they occur, could also affect our business, prospects, assets or results of operation could have a material adverse effect on the business, prospects, results of operations or financial condition of the Company.

 

We will be required to comply with all Canadian laws, rules and regulations applicable to the sale and manufacture of hemp, and our inability to do so could have a material adverse effect on the Company.

 

In Canada, cannabis and industrial hemp are governed by separate regulations promulgated under the Cannabis Act. The products are legally distinguished by the concentration of THC in the leaves and flowering heads of the plant. A cannabis plant containing more than 0.3% THC w/w is legally defined as cannabis. A cannabis plant containing less than 0.3% THC w/w is legally defined as industrial hemp. Although we will not pursue any business related to cannabis (whether for recreational and medicinal purposes), we do intend to manufacture and offer hemp-based products in Canada upon obtaining required licensing under the Industrial Hemp Regulations.

 

 

Activities involved in the licensing, production, processing, distribution, marketing, importation, exportation and sale of cannabis and cannabis derivative products are regulated by the Cannabis Regulations, promulgated under the Cannabis Act. Cannabis is legal in Canada for both recreational and medicinal purposes. Initially, medicinal use of cannabis was legalized in Canada on July 30, 2001 under conditions outlined in the Marihuana for Medical Purposes Regulations, later superseded by the Access to Cannabis for Medical Purposes Regulations, governed by Health Canada. The federal Cannabis Act, and associated Cannabis Regulations came into effect on October 17, 2018 and made Canada the second country in the world to formally legalize the cultivation, possession, acquisition, distribution, sale and consumption of recreational cannabis and its derivatives. In October 2019, additional regulations came into force, permitting the production, distribution, sale and consumption of a broader range of cannabis products, including edible cannabis, cannabis topicals and extract cannabis products.

 

Licensing, cultivation, production, importation, exportation and sale of industrial hemp and derivatives of industrial hemp plants are regulated by the Industrial Hemp Regulations, also promulgated under the Cannabis Act. As indicated above, industrial hemp is defined as any part of the cannabis plant that contains 0.3% or less of THC w/w. There is no limit on how much CBD may be contained in industrial hemp plants or derivative products. A product made by processing the grain of industrial hemp or a product made from that processed grain is exempt from application of the Industrial Hemp Regulations where the concentration of THC in the product is 10 “g/g THC or less. Additionally, non-viable cannabis seeds, bare mature stalks and fiber derived from these stalks are exempt from application of the Cannabis Act and Industrial Hemp Regulations.

 

An industrial hemp license holder is authorized to conduct any of the following activities that are authorized by its license:

 

(a) to sell industrial hemp, with certain restrictions. In particular, flowering heads, leaves and branches may only be sold to a holder of an industrial hemp license or license governed by the Cannabis Regulations;

 

(b) to import or export seed or grain, with certain additional requirements (as set out below);

 

(c) to cultivate industrial hemp. However, other than a plant breeder, a license holder may only sow seed of pedigreed status that is of an approved cultivar or from a varietal that is set out in its license;

 

(d) in the case of a plant breeder, to propagate industrial hemp from a varietal that is set out in its license;

 

(e) to possess seed or grain for the purposes of cleaning it;

 

(f) to possess grain for the purpose of processing it. However, the holder of a license that authorizes possession of grain for the purposes of processing it, must render the grain non-viable and conduct adequate testing to ensure same; or

 

(g) to obtain seed by preparing it.

 

A license holder, whose license authorizes importation and exportation must also acquire the necessary permits to import and export. There are additional restrictions on importing, as follows:

 

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an importer of seed must only import seed of pedigreed status that is of an approved cultivar;

 

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a plant breeder must only import seed of a variety of industrial hemp that is set out in its license; and

 

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an importer of grain must only import grain from a country that participates in the Organisation for Economic Co-operation and Development Seed Schemes or a country that has an agency that is a member of the Association of Official Seed Certifying Agencies.

 

It is important to note that not every activity involving industrial hemp falls within the scope of the Industrial Hemp Regulations. For example, extraction of CBD from the flowering heads, leaves and branches of an industrial hemp plant would require a cannabis processing license and would be regulated under the Cannabis Regulations.

 

If we are unable to successfully acquire an industrial hemp license, or comply with the regulatory requirements for cultivation, production, importation, exportation or sale of industrial hemp in Canada, it could have a material adverse effect on the business, prospects, results of operations or financial condition of the Company.

 

 

The importation of hemp into Canada requires an import permit in addition to a hemp license, and if we are unable to obtain same, it would have an adverse effect on our business plan.

 

In order to import hemp into Canada an industrial hemp license holder must also acquire an import permit and meet certain additional criteria. If we were to be unsuccessful in obtaining an import permit or meeting these criteria, our intended business plan with respect to such products would be adversely impacted.

 

Possible yet unanticipated changes in Canadian laws could cause any products that we intend to launch containing hemp to be illegal, or could otherwise prohibit, limit or restrict any of our products containing hemp.  

 

There is no guarantee that Canadian federal legislation regulating the production, distribution and sale of industrial hemp or the application and enforcement of such legislation, will not change in the future or that its interpretation by the applicable regulatory and judicial bodies will not differ from that of the Company. Any such change or difference in interpretation could result in significant additional compliance or other costs and may make participation in such markets uneconomical.

 

If we are unable to comply with laws, rules and regulations applicable to hemp in the areas we may plan to sell and distribute our hemp products, it would have a material adverse effect on our business, financial condition and results of operations.

 

We initially plan to sell and distribute our hemp products in the U.S. and Canada, however, we may in the future, possibly seek to sell and distribute our hemp products in additional geographic areas that permit the sale and distribution of same. Since hemp is derived from the Cannabis sativa plant, there will be laws, rules and regulations that the Company will have to comply with in certain areas in order to conduct sales and distributions of its hemp products in such areas. Every country, state and region may have their own specific laws, rules and regulations applicable to the sale and distribution of hemp and the Company will have to comply with all such applicable laws, rules and regulations when conducting its hemp sales and distribution activities in the applicable areas. Further, the laws, rules and regulations applicable to hemp worldwide may change and the Company will have to adapt to same, or if there is a ban of the sale and distribution of hemp products in certain areas, the Company will not be able to conduct sales and distributions of its hemp products in such areas. If we are unable to comply with laws, rules and regulations applicable to hemp in the areas we plan to sell and distribute our hemp products, it would have a material adverse effect on our business, financial condition and results of operations.

 

If we close on the CEN Ukraine Acquisition as planned, CEN Ukraine, which we plan to use to grow and cultivate hemp for all of our hemp related products, may not be able to comply with all of the applicable laws and regulations applicable to hemp in the Ukraine, which would have a material adverse effect on our business, financial condition and results of operations.

 

Hemp is a traditional crop cultivated in Ukraine for centuries. Industrial hemp production is allowed in Ukraine for seeds and fibers only. Growers must apply for a license in advance of the growing season and must be in compliance with the applicable licensing conditions. There are no known limitations on the circulation of hemp seeds, fibers and products of processing thereof, that have a THC limit below the regulatory requirements of the Ukraine (which are 0.08 percent). Hemp plantations that demonstrate THC level above 0.08 percent must be destroyed by a farmer. A farmer needs a license to grow hemp. The license is issued by the State Service of Ukraine on Medicines and Drugs Control (SSUMDC). A grower should submit an application to the SSUMDC before the growing season begins (usually in the autumn). After the growing season is completed (but before October 1), farmers must submit their annual reports on the volume of hemp production to SSUMDC. These regulations are uniformly applicable to the whole country. If we close on the CEN Ukraine Acquisition as planned, CEN Ukraine, which we plan to use to grow and cultivate hemp for all of our hemp related products, may not be able to comply with all of the applicable laws and regulations applicable to hemp in the Ukraine which would have a material adverse effect on our business, financial condition and results of operations.

 

If we close on the CEN Ukraine Acquisition as planned, and if the laws and regulations in the Ukraine applicable to hemp change, and if we are unable to adapt or if the laws change such that hemp is no longer permitted to be produced in the Ukraine, it would have a material adverse effect on our business, financial condition and results of operations.

 

If we close on the CEN Ukraine Acquisition as planned, CEN Ukraine, which we plan to use to grow and cultivate hemp for all of our hemp related products will have to adapt to any changes in the laws in the Ukraine regarding hemp. Or, if there is a ban on the production of hemp or of the sale and distribution of hemp products the Ukraine, the Company will not be able to conduct its hemp related operations as planned. Therefore, if the laws and regulations in the Ukraine applicable to hemp change, and if we are unable to adapt or if the laws change such that hemp is no longer permitted to be produced in the Ukraine, it would have a material adverse effect on our business, financial condition and results of operations.

 

 

Risks Related to Our Common Stock

 

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

 

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

 

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

 

As of March 12, 2021, there is currently no established public market whatsoever for our securities.

 

Because of the possible low price of our securities and certain other factors, many brokerage firms may not be willing to effect transactions in these securities and some market makers have declined to make a market for our common stock. Purchasers and holders of our securities should be aware that any market that develops in our stock may be subject to the penny stock restrictions.

 

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

 

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

 

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

 

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

 

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

 

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

 

 

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

 

Our goal is to have our shares listed on an exchange such as the NYSE American or NASDAQ Capital Market. Each such market has various requirements regarding a company’s financial condition and other matters like independent directors and other corporate governance matters. We cannot predict the likelihood or timing of any application to any such exchange or if any such exchange would approve a listing. We do not currently satisfy the financial requirements for any such listing and may never satisfy such requirements.

 

We cannot predict if the temporary trading suspension by the SEC of our former parent company’s securities in February of 2016 will have a negative impact on the Company’s Form 211 Application with FINRA or on the Company as a whole.

 

On February 19, 2016, the SEC issued SEC Release No. 77178 (the “Release”), which temporarily suspended trading of the securities of the Company’s former parent company, Creative Edge Nutrition, Inc. (“FITX”) commencing at 9:30 a.m. EST on February 19, 2016, and terminating at 11:59 p.m. EST on March 3, 2016. The Release stated the SEC temporarily suspended trading of FITX securities because of “a lack of current and accurate information about” FITX and because “There are questions regarding the control” of FITX. The Spin-Off from FITX was completed on February 29, 2016. Although the Company was completely separated from FITX on February 29, 2016 and there has been no overlap in the officers/directors of FITX and the Company since 2014, and the Company was not in a position to cause FITX to take any action in connection with FITX’s trading suspension, we cannot predict what effect if any the FITX trading suspension will have on the Company’s Form 211 Application with FINRA. Further, we cannot predict what effects, if any the FITX trading suspension will have on the trading market of the Company’s common stock, if one ever develops or on the Company as a whole.

 

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

 

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

 

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

 

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

 

●

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

 

●

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

 

●

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

 

●

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

 

●

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

 

If we fail to maintain effective internal control over financial reporting, the price of our securities may be adversely affected.

 

Our internal control over financial reporting may have weaknesses and conditions that could require correction or remediation, the disclosure of which may have an adverse impact on the price of our common stock. We are required to establish and maintain appropriate internal control over financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely affect our public disclosures regarding our business, prospects, financial condition or results of operations. In addition, management’s assessment of internal control over financial reporting may identify weaknesses and conditions that need to be addressed in our internal control over financial reporting or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting or disclosure of management’s assessment of our internal control over financial reporting may have an adverse impact on the price of our common stock.

 

 

We are required to comply with certain provisions of Section 404 of the Sarbanes-Oxley Act and if we fail to continue to comply, our business could be harmed and the price of our securities could decline.

 

Rules adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act require an annual assessment of internal control over financial reporting, and for certain issuers (but not us) an attestation of this assessment by the issuer’s independent registered public accounting firm. The standards that must be met for management to assess the internal control over financial reporting as effective are evolving and complex, and require significant documentation, testing, and possible remediation to meet the detailed standards. We expect to incur significant expenses and to devote resources to Section 404 compliance on an ongoing basis. It is difficult for us to predict how long it will take or costly it will be to complete the assessment of the effectiveness of our internal control over financial reporting for each year and to remediate any deficiencies in our internal control over financial reporting. As a result, we may not be able to complete the assessment and remediation process on a timely basis. In the event that our chief executive officer or chief financial officer determines that our internal control over financial reporting is not effective as defined under Section 404, we cannot predict how regulators will react or how the market prices of our securities will be affected; however, we believe that there is a risk that investor confidence and the market value of our securities may be negatively affected.

 

Our executive officers and directors have voting control, which will limit your ability to influence the outcome of important transactions, including a change in control.

 

As of March 12, 2021, our executive officers and directors beneficially own in the aggregate approximately 15,591,000 shares of our common stock, which represents 56.5% of our outstanding common stock. As a result, the executive officers and directors control a majority of our voting power and therefore are able to control all matters submitted to our stockholders for approval. The executive officers and directors may have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. This concentrated voting power may have the effect of delaying, preventing or deterring a change in control of our company, could deprive our stockholders of an opportunity to receive a premium for their capital stock as part of a sale of our company and might ultimately affect the market price of our common stock.

 

Shares eligible for future sale may adversely affect the market.

From time to time, certain of our stockholders may be eligible to sell all or some of their shares of common stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144 promulgated under the Securities Act, subject to certain limitations. In general, pursuant to Rule 144, non-affiliate stockholders may sell freely after six months, subject only to the current public information requirement. Affiliates may sell after six months, subject to the Rule 144 volume, manner of sale (for equity securities), current public information, and notice requirements. Of the approximately 27,587,363 shares of our common stock outstanding as of March 12, 2021, approximately 5,383,484 shares are tradable without restriction. Given the limited trading of our common stock, resale of even a small number of shares of our common stock pursuant to Rule 144 or an effective registration statement may adversely affect the market price of our common stock.

 

Provisions of our articles of incorporation may delay or prevent a takeover which may not be in the best interests of our stockholders.

 

Our articles of incorporation authorize the issuance of an unlimited number of common stock with one vote per share and an unlimited number of special voting stock with 500 votes per share, which shares may be issued to limit changes of control.

 

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

 

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

 

 

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

 

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

 

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 regulated nature of our business may impede or discourage a takeover which could reduce the price of our common stock.

 

We require various government licenses to operate our business, which would not necessarily continue to apply to an acquirer of our business following a change of control. These licensing requirements could impede a merger, amalgamation, takeover or other business combination involving us or discourage a potential acquirer from making a tender offer for our common stock, which, under certain circumstances, could reduce the price of our common stock.

 

ITEM 1B.

UNRESOLVED STAFF COMMENTS

 

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

 

ITEM 2.

PROPERTIES

 

CEN had one facility in Lakeshore, Ontario. 20 North Rear Road is a 10.4 acre site of land that was subleased from Creative. On January 1, 2017 CEN entered into an agreement whereas the old lease was terminated and a new 5 year lease for the property was started. The new lease gave CEN access to the 27,000 sq. foot building containing the 4,000 sq. foot vault and options to lease additional buildings and purchase the property. The new lease rate was $4,000 per month Canadian plus HST tax, and proportioned utilities and property tax. This lease was assigned by the lessor, Jamaal Shaban, cousin of Bill Chaaban, to Jamsyl Group, a third-party, in October 2019. Effective August 1, 2020, the Company entered into a mutual termination and release agreement with Jamsyl Group in exchange for 36,500 shares of CEN common stock, valued at $50,700, which vested immediately, based upon remaining lease payments owed.

 

CEN also leased office space in Windsor, Ontario from RN Holdings LTD. The lease commenced on October 1, 2017 with R&D Labs (whose President is Bill Chaaban) and was subsequently assigned by R&D Labs to RN Holdings Ltd (a third-party) on May 8, 2019. The lease calls for monthly rental payments ranging from $2,608 to $3,390 through September 2027. Effective August 1, 2020, the Company ceased making payments and abandoned the leased space. Accordingly, the Company determined that there was no future economic value to the associated right-of-use asset and recognized a full impairment loss of $146,795 on August 1, 2020. As of March 12, 2021, the Company has not reached an agreement with RN Holdings Ltd to modify or to settle the remaining contractual liability, which therefore remains recorded as of December 31, 2020 under its original contractual terms.

 

 

ITEM 3.

LEGAL PROCEEDINGS

 

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

 

ITEM 4.

MINE SAFETY DISCLOSURES

 

Not applicable.

 

 

Part II

 

ITEM 5.

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

 

CEN was incorporated in Canada on August 4, 2013 as a subsidiary of Creative, a public company incorporated in Nevada. Creative distributed all of the shares of CEN common stock on a pro rata basis to the Creative shareholders on February 29, 2016 at which time CEN became an independent public company.

 

Our common stock is not currently listed on any national securities exchange market or quoted on the OTC Markets. On January 27, 2020, a market maker filed a Form 211 Application with the Financial Industry Regulatory Authority ("FINRA") to request permission to quote and trade the securities of the Company on OTC Markets. However, there can be no assurance that FINRA will approve the Form 211 Application. As of March 12, 2021, the application has not been approved. There can be no assurance that a liquid market will develop in the foreseeable future or at all. 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.

 

On February 19, 2016, the SEC issued SEC Release No. 77178 (the “Release”), which temporarily suspended trading of the securities of the Company’s former parent company, Creative Edge Nutrition, Inc. (“FITX”) commencing at 9:30 a.m. EST on February 19, 2016, and terminating at 11:59 p.m. EST on March 3, 2016. The Release stated the SEC temporarily suspended trading of FITX securities because of “a lack of current and accurate information about” FITX and because “There are questions regarding the control” of FITX. The Spin-Off from FITX was completed on February 29, 2016. The Company was completely separated from FITX on February 29, 2016 and there has been no overlap in the officers/directors of FITX and the Company since 2014. Further, the Company was not in a position to cause FITX to take any action in connection with FITX’s trading suspension. We cannot predict what effect if any the FITX trading suspension will have on the Company’s Form 211 Application with FINRA. Further, we cannot predict what effects, if any the FITX trading suspension will have on the trading market of the Company’s common stock, if one ever develops or on the Company as a whole.

 

On September 13, 2016, there was unauthorized trading of our common stock under the ticker symbol “CENBF” which took place without the Company’s prior knowledge or approval. At the time, as is still the case, the Company did not have a trading symbol assigned to it as its Form 211 Application with FINRA has not been approved.

 

Holders

As of March 12, 2021, there were approximately 299 stockholders of record of our common stock, according to the records of our transfer agent, and an unknown number of additional holders whose stock is held in ‘street name.’ The number of record holders does not include beneficial owners of common stock whose shares are held in the names of banks, brokers, nominees or other fiduciaries.

 

 

Dividends

 

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

 

Blue Sky Considerations

 

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

 

Securities Authorized for Issuance under Equity Compensation Plans

We adopted, and our stockholders approved, the Cen Biotech, Inc. 2017 Equity Compensation Plan (the “2017 Plan”), effective as of November 29, 2017. Under such plan, we may grant equity-based incentive awards, including options, restricted stock, and other stock-based awards, to any directors, employees, advisers, and consultants that provide services to us or any of our subsidiaries on terms and conditions that are from time to time determined by us. An aggregate of 20,000,000 shares of our common stock are reserved for issuance under the 2017 Plan. A total of 20,124,620 restricted shares have been granted, 19,699,620 restricted shares have vested as of December 31, 2020, and no restricted stock awards have been forfeited under this plan. Restricted stock awards totaling 350,000 shares have not vested as of March 12, 2021. The Board of Directors is planning to take action to authorize more shares for issuance under the 2017 Plan.

 

Equity Compensation Plan Information

 

The following table summarizes information as of December 31, 2020 about our outstanding restricted stock agreements and shares of common stock reserved for future issuance under our existing equity compensation plans.

 

Plan category		Number of securities to be issued upon expiration of time restriction				Weighted-average exercise price of outstanding grants				Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by security holders			425,000			NA					0
Equity compensation plans not approved by security holders			0				0				0
Total			425,000				0				0

 

Recent Sales of Unregistered Securities

 

Since December 31, 2020 the Company has issued no new convertible notes.

 

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

 

Issuances of Common Stock:

 

During 2020, CEN entered into loan and associated extension agreements with various parties. In consideration for such loans and associated extensions, CEN granted several individuals a total aggregate amount of 180,000 unregistered shares of common stock of CEN during the year ended December 31, 2020.

 

On August 27, 2020 and September 25, 2020, the Company entered into agreements with two individuals for the payment of business consulting services under which the Company issued an aggregate of 162,500 shares of its common stock. These awards vested immediately. The expense related to the restricted stock awarded to non-employees for services rendered of $117,000 was recognized on the grant date.

 

 

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

 

Issuances of Convertible Notes:

 

During 2020, convertible notes totaling $519,000, convertible into 324,375 shares of common stock, were issued.

 

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

 

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 

Not applicable.

 

ITEM 6.

SELECTED FINANCIAL DATA

 

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

 

ITEM 7.

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

 

The financial data discussed below is derived from our audited consolidated financial statements for the fiscal years ended December 31, 2020 and 2019, which are found elsewhere in this Annual Report on Form 10-K. Our consolidated financial statements are prepared and presented in accordance with generally accepted accounting principles in the United States. The financial data discussed below is only a summary and investors should read the following discussion and analysis of our financial condition and results of our operations in conjunction with our consolidated financial statements and the related notes to those statements included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. Our actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the section entitled “Risk Factors,” and elsewhere in this Annual Report on Form 10-K.

 

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

 

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

 

Results of Operations

 

We have incurred recurring losses and have not commenced revenue generating operations to date. Our expenses to date are primarily our general and administrative expenses and fees, costs and expenses related to acquisitions and operations. Our condensed consolidated financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

 

The accompanying consolidated financial statements have been prepared in contemplating continuation of the Company as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. However, a substantial doubt has been raised with regard to the ability of the Company to continue as a going concern. The Company has incurred significant operating losses and negative cash flows from operations since inception. The Company had an accumulated deficit of $27,060,527 at December 31, 2020 and had no committed source of debt or equity financing. The Company has not had any operating revenue and does not foresee any operating revenue in the near term. The Company has relied on the issuance of loans payable and convertible debt instruments to finance its expenses, including certain unsecured notes and convertible notes payable. The Company will be dependent upon raising additional capital through placement of our common stock, notes or other securities in order to implement its business plan or additional borrowings, including from related parties. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

 

 

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

 

Fiscal Year Ended December 31, 2020 Compared To Fiscal Year Ended December 31, 2019.

 

The following table reflects our operating results for the years ended December 31, 2020 and 2019:

 

Operating Summary		Year ended December 31, 2020				Year ended December 31, 2019				Change
Revenues, net		$	-			$	-				-
Cost of Goods Sold			-				-				-
Gross Profit			-				-				-
Operating Expenses			(2,543,730	)			(2,579,815	)			(1.40	)%
Net Operating Loss			(2,543,730	)			(2,579,815	)			(1.40	)%
Other Income (Expense)			16,793,375				(3,075,304	)			(646.07	)%
Net Income (Loss)		$	14,249,645			$	(5,655,119	)			(351.98	)%

 

 

Revenue

 

We recognized no revenue during the twelve months ended December 31, 2020 and 2019 as we have not commenced revenue generating operations of yet.

 

Operating Expenses

 

During the fiscal year ended December 31, 2020, our operating expenses were $2,543,730 compared to $2,579,815 during the prior fiscal year. During the twelve months ended December 31, 2020, our operating expenses were comprised of salary and consulting fees of $422,877, stock-based compensation expense of $746,300, general and administrative expenses of $1,038,466, and losses from lease abandonment, lease termination, and associated disposal of property and equipment of $336,087. By comparison, during the twelve months ended December 31, 2019, our operating expenses were comprised of salary and consulting fees of $191,695, stock-based compensation expense of $1,176,600, general and administrative expenses of $1,211,520. Expenses incurred during the fiscal year ended December 31, 2020 compared to fiscal year ended December 31, 2019 decreased primarily due to increases in consulting expenses surrounding recent corporate filings and related activities and due to the lease termination of the North River Road location and lease abandonment of the Windsor, Ontario offices being offset by significantly less stock based compensation in 2020.

 

Other Income and Expense Items

 

During fiscal year ended December 31, 2020, our other income, net was $16,793,375 compared to a net other expense of $3,075,304 during the prior fiscal year. During the twelve months ended December 31, 2020, our other income and expense items were comprised of gain on derecognition of debt and accrued interest of $21,179,043, interest expense of $3,676,858 and interest income of $6,400, change in the fair value of our patent acquisition liability of $660,000, and foreign exchange loss of $55,210. By comparison, for the twelve months ended December 31, 2019, our other income and expense items were comprised of interest expense of $3,307,832 and interest income of $8,252, change in the fair value of our patent acquisition liability of $290,000, and foreign exchange loss of $65,724. The increase during the year is due to the gain on derecognition of debt and accrued interest as offset by an unfavorable change to our patent acquisition liability and additional interest expense on additional notes and loans issued during 2020 to fund operations.

 

 

Income Taxes

 

As of December 31, 2020, the Company has net operating loss carry forwards of approximately $13,000,000 that may be available to reduce future years’ taxable income. As December 31, 2020, the Company has a deferred tax asset of approximately $3,400,000 which has been completely offset by a valuation allowance. The Company believes that it is more likely than not that the carryforwards will expire unused as the Company has not been able to commence revenue generating activities to date.

 

Net Income (Loss)

 

Our net income for the fiscal year ended December 31, 2020 was $14,249,645 compared to a net loss of $5,655,119 during the fiscal year ended December 31, 2019 due to the factors discussed above.

 

Liquidity and Capital Resources

 

As of December 31, 2020 and 2019, our liquid assets consisted of cash of $1,908 and $3,757, respectively.

 

As of December 31, 2020, our indebtedness includes a patent acquisition liability of $1,380,000, accrued interest of $1,125,034, accrued interest to related parties of $1,615,880, as well as loans payable, loans payable to related parties, convertible notes and convertible notes to related parties totaling $11,179,862, with maturity dates as outlined below. The convertible notes are generally due 2 years from issuance with notes maturing in 2018 through 2022. As of March 12, 2021 we are currently in default of $8,645,293 of unsecured debt. We expect our operating and administrative expenses to be at least $1,200,000 annually.

 

Description		Maturity Date		Amount
Loan Payable		6/30/2016		$	75,000
Loan Payable		11/21/2018			302,379
Loan Payable – Related Party		12/31/2018			838,354
Loan Payable – Related Party		10/2/2019			300,000
Loan Payable – Share Interest		3/16/2021			150,000
Loan Payable – Share Interest – Related Party		3/16/2021			225,000
Convertible Notes		On Demand			867,641
Convertible Notes		Q2 2018			14,000
Convertible Notes		Q4 2018			68,000
Convertible Notes		Q1 2019			1,046,287
Convertible Notes		Q2 2019			405,000
Convertible Notes		Q3 2019			791,017
Convertible Notes		Q4 2019			457,701
Convertible Notes		Q1 2020			575,800
Convertible Notes		Q2 2020			117,000
Convertible Notes		Q3 2020			514,264
Convertible Notes		Q4 2020			478,824
Convertible Notes		Q1 2021			379,034
Convertible Notes		Q2 2021			332,000
Convertible Notes		Q3 2021			256,520
Convertible Notes		Q4 2021			349,360
Convertible Notes		Q2 2022			34,000
Convertible Notes		Q3 2022			44,000
Convertible Notes Related Party		Q1 2019			926,368
Convertible Notes Related Party		Q3 2020			1,612,313
Convertible Notes Related Party		Q2 2021			20,000
Total				$	11,179,862

 

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

 

 

Fiscal Year Ended December 31, 2020 Compared To Fiscal Year Ended December 31, 2019.

 

Cash Flows from Operating Activities

 

We have not generated positive cash flows from operating activities. During the fiscal year ended December 31, 2020, we used $340,749 in operating activities compared to $869,350 during the fiscal year ended December 31, 2019. The decrease in the use of operating cash between the two periods related primarily to our collection of a portion of our other receivable and continued accrual of interest on our debts.

 

Cash Flows from Investing Activities

 

Our use of cash flow for investing activities during the fiscal year ended December 31, 2020 totaling $130,100 compared to the prior period of $190,000. During the twelve months ended December 31, 2020, our use of cash flows for investing activities were comprised of advances to CEN Ukraine of $114,000, advances to Emergence Global of $17,901, and proceeds from the sale of equipment of $1,801. By comparison, for the twelve months ended December 31, 2019, our use of cash flows for investing activities were comprised primarily of advances to CEN Ukraine of $190,000.

 

Cash Flows from Financing Activities

 

Cash flow provided by financing activities during the fiscal year ended December 31, 2020 totaling $469,000 compared to the prior period of $1,059,914. During the fiscal year ended December 31, 2020, we received $499,000 through issuance of convertible promissory notes payable to investors to fund our working capital requirements. During 2020, we repaid $30,000 of our debts. During the fiscal year ended December 31, 2019, we received $1,065,914 through issuance of loans and convertible promissory notes payable to investors to fund our working capital requirements. During 2019, we repaid $6,000 of our debts.

 

CEN has no committed source of debt or equity financing. Our Executive team and Board are seeking additional financing from their business contacts, but no assurances can be given that such financing will be obtained or, if obtained, on what terms. Our independent registered auditors included an explanatory paragraph in their opinion on our financial statements as of and for the fiscal period ended December 31, 2020 that states that our lack of committed resources causes substantial doubt about our ability to continue as a going concern.

 

Recently Issued Accounting Pronouncements

 

No pronouncements were adopted by the Company and no pronouncements affected the Company during 2020.

 

Accounting Standards Issued But Not Yet Adopted

 

In August 2020, the Financial Accounting Standards Board (“FASB”) issued an accounting pronouncement (ASU 2020-06) related to the measurement and disclosure requirements for convertible instruments and contracts in an entity's own equity. The pronouncement simplifies and adds disclosure requirements for the accounting and measurement of convertible instruments and the settlement assessment for contracts in an entity's own equity. As a smaller reporting company, as defined by the SEC, this pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2023. The Company is currently evaluating the impact of this ASU on the consolidated financial statements.

 

Critical Accounting Policies

 

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

 

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

 

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

 

 

Seasonality

 

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

 

Off-Balance Sheet Arrangements

 

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

 

Jumpstart Our Business Startups Act of 2012

 

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

 

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

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

 

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

Our consolidated financial statements as of December 31, 2020 and 2019 and for the years then ended start on page 61.

 

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None.

 

ITEM 9A.

CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures 

 

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

 

Management's Annual Report on Internal Control over Financial Reporting

 

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

 

 

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

 

	●	Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
	●	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP;
	●	that our receipts and expenditures are being made only in accordance with authorizations of the Company's management and directors; and
	●	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

 

Evaluation of disclosure and controls and procedures

 

As of December 31, 2020, our management conducted an assessment of the effectiveness of the Company's internal control over disclosure controls and procedures and financial reporting. In making this assessment, management followed an approach based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (known as “COSO”). Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2020.

 

Revisions to Disclosure Controls and Procedures

 

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

 

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

 

Changes in Internal Control over Financial Reporting

 

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

 

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

 

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

 

ITEM 9B.

OTHER INFORMATION

 

None.

 

 

PART III

 

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 

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

 

Name		Age		Position(s)
Bahige (Bill) Chaaban		48		President, Chairman of the Board of Directors
Richard Boswell		54		Senior Executive Vice President and Director
Brian Payne		52		Vice President and Director
Harold Aubrey de Lavenu		55		Director
Ameen Ferris		52		Director
Donald Strilchuck		61		Director
Alex Tarrabain		58		Chief Financial Officer and Director
Dr. Usamakh Saadikh		56		Director

 

Biographies of Directors and Executive Officers

 

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

 

Richard Boswell is our Senior Executive Vice President and a member of our Board since July 2017. Mr. Boswell has 25 years of management experience working with companies of various sizes from start-ups through Fortune 10 listed organizations. His vast array of experience includes multiple industries, such as financial services, automotive, information technology, retail, and consulting. He has held key positions overseeing different functions such as information technology, investment analysis, financial planning, process improvement, sales and technology evaluation. Since February 2011 Mr. Boswell has been providing consulting service to clients through his company, BITS Group Inc. BITS Group Inc. provides business consulting and interim or outsourced executive services. Since January 2014, Mr. Boswell has been providing financial and business services to CEN Biotech through his company. Mr. Boswell holds BBA and MBA from Northwood University. Mr. Boswell also did post graduate studies in strategy and innovation management at Lawrence Technological University. Mr. Boswell’s diverse background and experience working with companies of differing sizes will add valuable contributions to the Board as the Company transitions through growth. In connection with the Share Purchase Agreement between the Company and AstralENERGY Solar Manufacturing Corporation, LTD (“AstralENERGY”), which was entered into on July 31, 2018 and terminated on May 19, 2020, Richard Boswell, the Company’s Senior Executive Vice President and a member of its Board of Directors, was appointed as the Interim Chief Executive Officer of AstralENERGY and as a member of its board of directors on August 1, 2018 and Mr. Boswell expects to continue to serve in his positions with AstralENERGY for the foreseeable future.

 

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

 

 

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

 

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

 

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

 

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

 

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

 

 

Family Relationships

 

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

 

Involvement in Certain Legal Proceedings

 

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

 

Compliance with Section 16(a) of the Exchange Act

 

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

 

Based solely on the Company’s review of the copies of the forms received by it during the fiscal year ended December 31, 2020 and written representations that no other reports were required, the Company believes that all person who, at any time during such fiscal year, was a director, officer or beneficial owner of more than 10% of the Company’s common stock failed to comply with all Section 16(a) filing requirements during such fiscal years.

 

Code of Ethics

 

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

 

●

honest and ethical conduct,

 

●

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

 

●

compliance with applicable laws, rules and regulations,

 

●

the prompt reporting violation of the code, and

 

●

accountability for adherence to the code.

 

A copy of our Code of Ethics will be provided to any person without charge, upon written request to the Company at 300-3295 Quality Way, Windsor, Ontario, N8T 3R9, Canada.

 

 

Board of Directors

 

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

 

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

 

Board Risk Oversight

 

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

 

Meetings of the Board of Directors

 

The Board held 6 formal meetings during 2020.  Due to COVID-19 restrictions, meetings were held virtually and required signatures were collected electronically. Each director attended at least 75% of all meetings of the Board during 2020. .

 

Director Independence

 

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

 

	●	the director is, or at any time during the past three years was, an employee of the Company;
	●	the director or a family member of the director accepted any compensation from the Company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);
	●	a family member of the director is, or at any time during the past three years was, an executive officer of the Company;
	●	the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the Company made, or from which the Company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);
	●	the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the Company served on the compensation committee of such other entity; or
	●	the director or a family member of the director is a current partner of the Company’s outside auditor, or at any time during the past three years was a partner or employee of the Company’s outside auditor, and who worked on the Company’s audit.

 

Involvement in Certain Legal Proceedings

 

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

 

 

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

 

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

 

1.

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

 

2.

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

 

3.

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

 

i.

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

 

ii.

engaging in any type of business practice; or

 

iii.

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

 

4.

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

 

5.

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

 

Conflicts of Interest

 

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

 

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

 

 

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

 

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

 

ITEM 11.

EXECUTIVE COMPENSATION

 

The following table sets forth information regarding each element of compensation that we paid or awarded to our named executive officers, and our two highest compensated individuals not serving as executive officers, for the two fiscal years ended December 31, 2020 and 2019, which includes cash compensation, stock options awarded in lieu of cash compensation, and all other compensation:

 

2020 SUMMARY COMPENSATION TABLE

 

Name and principal position (a)	Year Ended December 31, (b)		Salary ($) (c)				Bonus ($) (d)				Stock Awards ($) (e)				Option Awards ($) (f)				Non-Equity Incentive Plan Compensation ($) (g)				Nonqualified Deferred Compensation Earnings ($) (h)				All Other Compensation ($) (i)				Total ($) (j)
Bill Chaaban	2020		$	31,200				-			$	255,750				-				-				-				-			$	286,950
President and Interim Chief Executive Officer (effective November 13, 2019)	2019		$	31,200				-			$	279,000				-				-				-				-			$	310,200
Joseph Byrne	2020		$	-				-			$	-				-				-				-				-			$	-
Chief Executive Officer (through November 13, 2019)(1)	2019		$	31,200				-			$	162,750				-				-				-				-			$	196,950
Richard Boswell	2020		$	31,200				-			$	68,200				-				-				-				-			$	99,400
Senior Executive Vice President and Chief Financial Officer (through May 20, 2019)	2019		$	31,200				-			$	74,400				-				-				-				-			$	105,600
Alex Tarrabain	2020		$	31,200				-			$	303,000				-				-				-				-			$	334,200
Vice President and Chief Financial Officer (effective May 21, 2019)	2019		$	18,200				-			$	530,250				-				-				-				-			$	548,450
Brian Payne	2020		$	31,200				-			$	85,250				-				-				-				-			$	116,450
Vice President	2019		$	31,200				-			$	93,000				-				-				-				-			$	124,200

 

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

 

 

Outstanding Equity Awards to Executive Officers at Fiscal Year-End 2020

 

The following table sets forth information regarding outstanding restricted stock awards to our named executive officers as of December 31, 2020:

 

		Restricted stock awards
Name		Equity incentive plan awards: Number of non- vested restricted shares outstanding (#)				Equity incentive plan awards: market or payout of unearned shares, units or other rights that have not vested ($)			Award expiration date
Alex Tarrabain (1)			425,000			$	429,250		August 2022

 

(1)

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

 

Compensation of Directors

 

The following table sets forth information regarding each element of compensation that we paid or awarded to our non-executive directors for the fiscal year ended December 31, 2020:

 

Name		Year				Cash Comp.				Equity Awards ($)				All other compensation ($)				Total
Ameen Ferris		2020					-				-				-				-
Harold Aubrey de Lavenu		2020					-				-				-				-
Donald Strilchuck		2020					-				-				-				-
Dr. Usamakh Saadikh		2020					-				-				-				-

 

 

Employment and Consulting Agreements

 

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

 

●

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

 

 

●

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

 

●

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

 

●

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

 

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

 

●

Under the Employment Agreement with Alex Tarrabain, Chief Financial Officer and as one of the Vice Presidents of the Company, Mr. Tarrabain will receive compensation in the form of a base annual salary of $31,200 and a grant of 1,250,000 shares of restricted stock of the Company, of which 350,000 vested immediately and the remaining vesting ratably each month over the next 36 months until May 2022. No additional grants of restricted stock were made in 2020 or 2019.

 

Limitation on Liability

 

Under the CBCA, a corporation may indemnify a director or officer of the corporation, a former director or officer of the corporation, or another individual who acts or acted at the corporation’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges, and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative, or other proceeding in which the individual is involved because of that association with the corporation or other entity. A corporation may not indemnify an individual unless the individual (i) acted honestly and in good faith with a view to the best interests of the corporation or, as the case may be, the other entity for which the individual acted as a director or officer in a similar capacity at the corporation’s request and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that his or her conduct was lawful. Such indemnification may be made in connection with an action by or on behalf of the corporation or other entity to procure a judgment in its favor only with court approval. A director or officer is entitled to indemnification from the corporation as a matter of right if he or she was not judged by the court or other competent authority to have committed any fault or omitted to do anything that he or she ought to have done and fulfilled the conditions set forth above. The corporation may advance moneys to a director, officer or other individual for the costs, charges, and expenses of a proceeding referred to above. The individual shall repay the moneys if he or she does not fulfill the conditions set forth above to qualify for indemnification.

 

The Company’s by-laws provide that, subject to the CBCA and other applicable law, no director or officer is liable for (i) the acts, omissions, receipts, failures, neglects or defaults or any other director, officer or employee; (ii) joining in any receipt or other act for conformity; (iii) any loss, damage or expense happening to the Company through the insufficiency or deficiency of title to any property acquired for or on behalf of the Company; (iv) the insufficiency or deficiency of any security in or upon which any of the monies of the Company shall be invested; (v) any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom ay of the monies, securities or effects of the Company shall be deposited; or (vi) any loss occasioned by any error of judgment or oversight on his part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation to his office.

 

In addition, the by-laws provide that the Company will indemnify to the fullest extent permitted by the CBCA (i) any director or officer of the Company, (ii) any former director or officer of the Company, (iii) any individual who acts or acted at the Company’s request as a director or officer, or in a similar capacity, of another entity, and (iv) their respective heirs and legal representatives. The Company is authorized to execute agreements in favor of any of the foregoing persons evidencing the terms of the indemnity. Nothing in this by-law limits the right of any person entitled to indemnity to claim indemnity apart from the provisions of this by-law.

 

 

The Company may purchase and maintain insurance for the benefit of any person referred to in this subsection against such liabilities and in such amounts as the directors may determine and as are permitted CBCA.

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.

 

The Company will apply for officers and directors liability insurance at such time when it has the resources to do so.

 

The foregoing description of certain provisions of the Company's by-laws is qualified in its entirety by the actual by-laws of the Company as filed as an exhibit to this Annual Report on Form 10-K.

 

Subject to certain exceptions, the directors, all corporate officers and any employees working in conjunction therewith and the heirs, assigns and estates of such directors, officers and employees of the Company are insured against claims made against them, including claims arising under the Securities Act of 1933, and caused by negligent acts, errors, omissions or breaches of duty while acting in their capacities as such directors or officers.

 

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The following table sets forth information regarding the ownership of our common stock as of March 12, 2021 for:

 

	●	each director;
	●	each person known by us to own beneficially 5% or more of our common stock;
	●	each named executive officer; and
	●	all directors and executive officers as a group.

 

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

 

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

 

Unless otherwise indicated, the address of each named person is c/o Cen Biotech, Inc. 300-3295 Quality Way, Windsor, Ontario, N8T 3R9, Canada. No shares beneficially owned by any executive officer or director have been pledged as security.

 

 

Name		Amount of Beneficial Ownership of Common Stock				Percent of Common Stock(1)
Directors and Executive Officers
Bahige (Bill) Chaaban(2)			7,896,320				28.62	%
Richard Boswell			3,814,321				13.83	%
Brian Payne			774,285				2.81	%
Harold Aubrey de Lavenu(3)			582,301				2.11	%
Ameen Ferris			20,000				*
Donald Strilchuck			1,020,000				3.70	%
Alex Tarrabain(4)			1,463,942				5.31	%
Dr. Usamakh Saadikh			20,000				*
All executive officers and directors as a group (8 persons)			15,591,169				56.52	%
5% Stockholders
Joseph Byrne(5)			1,645,262				5.96	%

 

(1) Based on 27,587,363 shares of common stock issued and outstanding as of March 12, 2021.

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

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

(4) Please note that Alex Tarrabain’s shares represented above include 1,412,571 shares held by him in his name as noted on the shareholder list, 21,371 shares held in a brokerage account, as well as 30,000 shares of the Company’s common stock issuable upon conversion of a promissory note that is issued and outstanding but has not been converted at this time.

(5) Please note that Joseph Byrne’s shares represented above include 1,353,142 shares held by him in his name as noted on the shareholder list and 152,000 shares held by his wife, Claire Byrne, over which they both have dispositive and voting control, and also includes 140,120 shares of the Company’s common stock issuable upon conversion of a promissory notes that are issued and outstanding but has not been converted at this time. Joseph Byrne resigned from all positions held with the Company on November 13, 2019.

 

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

Shareholder Matters

 

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

 

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

 

 

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

 

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

 

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 

Transactions with Related Persons

 

Loan Agreements

 

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

 

●

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

 

●

In 2015, several notes aggregating $110,386 which bears interest at 10% per annum. These notes were due December 31, 2018 and are currently in default.

 

●

In 2016, Bill Chaaban made four additional loans with an aggregate principal balance of approximately $13,119 which bears interest of 10% per annum. These notes were due December 31, 2018 and are currently in default.

 

●

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

 

On July 12, 2017, the Company elected Harold Aubrey de Lavenu, Alex Tarrabain, and Joe Byrne to serve as Directors on the Board. Joseph Byrne resigned from all positions held with the Company on November 13, 2019. These individuals hold long term convertible notes payable issued prior to their election of $878,368, $48,000, and $224,191, respectively. The notes payable to Harold and Alex bear interest at 5% and are currently in default. The notes payable to Joe bear interest at 12% per annum and are currently in default. These notes are convertible to 719,100 common shares. 

 

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

 

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

 

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

 

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

 

 

Leases

 

The Company also leased office space in Windsor, Ontario from RN Holdings LTD. The lease commenced on October 1, 2017 with R&D Labs (whose President is Bill Chaaban) and was subsequently assigned by R&D Labs to RN Holdings Ltd (a third-party) on May 8, 2019 when RN Holdings LTD purchased the building. The lease calls for monthly rental payments ranging from $2,608 to $3,390 through September 2027. Effective August 1, 2020, the Company ceased making payments and abandoned the leased space. Accordingly, the Company determined that there was no future economic value to the associated right-of-use asset and recognized a full impairment loss of $146,795 on August 1, 2020. As of March 12, 2021, the Company has not reached an agreement with RN Holdings Ltd to modify or to settle the remaining contractual liability, which therefore remains recorded as of December 31, 2020 under its original contractual terms.

 

Controlling Interest in Cen Biotech Ukraine.

 

On December 14, 2017, the Company entered into a Controlling Interest Purchase Agreement (the “Agreement”) with Bahige (Bill) Chaaban, our Interim Chief Executive Officer and member of our Board of Directors, and Usamakh Saadikh, a member of our Board of Directors.

 

Under the terms of the Agreement, the Company will acquire (the “Acquisition”) 51% of the outstanding equity interests in Cen Biotech Ukraine LLC (“Cen Ukraine”), a corporation that is organized and has its principal offices in Ukraine. The consideration will be paid by issuing common shares of the Company. The agreement, which is subject to certain conditions, has not closed as of March 12, 2021 as the Company needs to raise additional funds in order to proceed with the closing. The Acquisition was unanimously approved by the independent members of the Board of Directors of the Company. Consummation of the Acquisition is subject to the conditions specified in the Agreement, including the receipt by the Company of the audited financial statements of Cen Ukraine, prepared in accordance with U.S. GAAP.

 

Advances to Cen Biotech Ukraine

 

There are advances of $1,179,328 and $1,065,328 to CEN Ukraine as of December 31, 2020 and 2019, respectively, which were made for the purpose of funding the operations of CEN Ukraine. To date the advances total $1,179,328 CEN Ukraine has used the advances as follows:

 

●

Approximately $300,000 to operate its office in Kiev;

 

●

Approximately $445,328 to employ several workers;

 

●

Approximately $350,000 for performing multiple test crops;

 

●

Approximately $75,000 for oil processing activities; and

 

●

Approximately $9,000 for payment of rent.

 

Bahige (Bill) Chaaban, our Interim Chief Executive Officer and member of our Board of Directors, and Usamakh Saadikh, a member of our Board of Directors, each directly own 25.5% of CEN Ukraine respectively. The remaining 49% of CEN Ukraine is owned by XN Pharma, which is an entity jointly owned by Bahige (Bill) Chaaban and Usamakh Saadikh. Bahige (Bill) Chaaban and Usamakh Saadikh do not currently hold any positions with CEN Ukraine. CEN Ukraine is operated and controlled by its sole director. Pursuant to Ukrainian law, stockholders of a company do not have the ability to control the company or the actions of its director.

 

Other

 

During 2017, the Company purchased equipment from R&D Labs Canada, Inc., whose president is Bill Chaaban, in exchange for a $300,000 note payable. This equipment was then sold to CEN Ukraine for a loss of $255,141 in exchange for a $44,859 note receivable, payable in 10 equal installments through 2026. As of December 31, 2020, no payments have been received on this note receivable.

 

 

AstralENERGY

 

In connection with the Share Purchase Agreement between the Company and AstralENERGY Solar Manufacturing Corporation, LTD (“AstralENERGY”), which was entered into on July 31, 2018 and terminated on May 19, 2020, Richard Boswell, the Company’s Senior Executive Vice President and a member of its Board of Directors, was appointed as the Interim Chief Executive Officer of AstralENERGY and as a member of its board of directors on August 1, 2018. Mr. Boswell has not received any compensation from AstralENERGY in connection with the foregoing services. Mr. Boswell expects to continue to serve in his positions with AstralENERGY for the foreseeable future.

 

Loan to Emergence Global

 

 

A loan totaling $17,901 was made to Emergence Global Enterprises Inc. (“Emergence Global”) as of December 31, 2020. The loan was made for the business purpose of assisting Emergence with operating expenses. Emergence Global’s Chief Executive Officer is Joseph Byrne, a 5% shareholder and former CEO of CEN. Joseph Byrne, previously served as the Chief Executive Officer and member of the Board of Directors of the Company from July 2017 until November 13, 2019.

 

During the years ended December 31, 2020 and 2019, the Company incurred consulting fees with certain board members and officers totaling $124,800 and $154,517, respectively. As of December 31, 2020, and 2019, $330,200 and $263,900, respectively, was payable to these related parties for consulting charges and is included within accrued expenses.

 

Director Independence

 

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

 

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

Audit Fees

 

The following table sets forth the aggregate fees billed to the Company by its independent registered public accounting firms for the fiscal years ended December 31, 2020 and 2019.

 

ACCOUNTING FEES AND SERVICES		2020				2019
Audit fees		$	85,500			$	83,000
Audit-related fees			-				-
Tax fees			5,200				5,000
All other fees			-				-
Total		$	90,700			$	88,000

 

 

The category of “Audit fees” includes fees for our annual audit, quarterly reviews and services rendered in connection with regulatory filings with the SEC, such as the issuance of comfort letters and consents. The Company paid Mazars USA LLP audit fees amounting to $85,500 and $83,000 in 2020 and 2019, respectively.

 

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

 

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

 

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

 

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

 

 

PART IV

 

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

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

 

a.     Exhibits

 

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

 

 

10.11	Form of Restricted Stock Agreement for U.S. Persons under Cen Biotech, Inc. 2017 Equity Compensation Plan. (Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC December 5, 2017).
10.12	Form of Restricted Stock Agreement for Canadian Persons under Cen Biotech, Inc. 2017 Equity Compensation Plan. (Incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the SEC December 5, 2017).
10.13	Share Purchase Agreement, dated as of December 11, 2017, between Bahige (Bill) Chaaban and Cen Biotech, Inc. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC December 12, 2017).
10.14	Controlling Interest Purchase Agreement, dated as of December 14, 2017, dated December 14, 2017 between Cen Biotech, Inc., Bahige (Bill Chaaban) and Usamakh Saadikh. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC December 14, 2017).
10.15	Agreement to Lease, dated October 1, 2017 between R&D Labs Canada Inc. and CEN Biotech Inc. (Incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K filed with the SEC April 16, 2018).
10.16	Mutual Consent to Terminate Agreement, dated September 1, 2013 between Jamaal Jime Shaban and CEN Biotech Inc. (Incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K filed with the SEC April 16, 2018.)
10.17	Share Purchase Agreement dated July 31, 2018 between CEN Biotech Inc. and AstralENERGY Solar Manufacturing Corporation, LTD. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC August 6, 2018, 2018).
10.18	Share Purchase Agreement dated August 31, 2016, and executed September 12, 2016, between CEN Biotech, Inc. and Stevan Pokrajac and Tesla Digital Inc. and Tesla Digital Global Group Inc. (Incorporated by reference to Exhibit 10.18 of the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2019).
10.19	Amendment dated March 29, 2018 to Share Purchase Agreement dated August 31, 2016, and executed September 12, 2016, between CEN Biotech, Inc. and Stevan Pokrajac and Tesla Digital Inc. and Tesla Digital Global Group Inc. (Incorporated by reference to Exhibit 10.19 of the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2019).
10.20	Amending Agreement dated October 4, 2018 to Share Purchase Agreement dated August 31, 2016, and executed September 12, 2016, which was amended on March 29, 2018 by and between CEN Biotech, Inc. and Stevan Pokrajac and Tesla Digital Inc. and Tesla Digital Global Group Inc. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC October 9, 2018).
10.21	Amendment dated April 3, 2019, to Share Purchase Agreement dated August 31, 2016, and executed September 12, 2016, between CEN Biotech, Inc. and Stevan Pokrajac and Tesla Digital Inc. and Tesla Digital Global Group Inc. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC April 8, 2019).
10.22	Share Repurchase Agreement, executed as of November 27, 2018, by and between James L. Robinson and CEN Biotech Inc. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC November 30, 2018).
10.23	Agreement for use of patent between CEN Biotech, Inc. and Stevan Pokrajac and Tesla Digital Inc. and Tesla Digital Global Group Inc., dated April 15, 2019. (Incorporated by reference to Exhibit 10.23 of the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2019).

 

 

10.24	Executive Employment Agreement dated May 16, 2019, between CEN Biotech, Inc. and Alex Tarrabain. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC May 16, 2019).
10.25	Restricted Stock Agreement dated May 16, 2019, between CEN Biotech, Inc. and Alex Tarrabain. (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC May 16, 2019).
10.26	Departure of Joseph Byrne from CEN Biotech, dated November 13, 2019, (Incorporated by reference to Exhibit 17.1 to the Company’s Current Report on Form 8-K filed with the SEC November 18, 2019).
10.27	Amendment dated March 16, 2020, to Share Purchase Agreement dated August 31, 2016, and executed September 12, 2016, between CEN Biotech, Inc. and Stevan Pokrajac and Tesla Digital Inc. and Tesla Digital Global Group Inc. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC March 17, 2020).
10.28	Termination and Release Agreement dated May 19, 2020. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC May 20, 2020).
21.1	Subsidiaries of Cen Biotech, Inc.*
31.1	Certification of Chief Executive Officer pursuant to Exchange Act Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2	Certification of the Chief Financial Officer pursuant to Exchange Act Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

 

101.INS	XBRL Instance
101.SC	XBRL Taxonomy Extension Schema
101.CA	XBRL Taxonomy Extension Calculation
101.DE	XBRL Taxonomy Extension Definition
101.LA	XBRL Taxonomy Extension Labels
101.PR	XBRL Taxonomy Extension Presentation

___________________

*Filed herewith.

 

b.     Financial Statement Schedules

 

None

 

ITEM 16. FORM 10-K SUMMARY

 

None.

 

 

SIGNATURES

 

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

Date: March 12, 2021	By:	/s/ Bahige Chaaban
		Name: Bahige Chaaban
		Title: Interim Chief Executive Officer (principal executive officer)

 

 

Dated: March 12, 2021	/s/ Alex Tarrabain
	Name: Alex Tarrabain
	Title: Chief Financial Officer (principal financial and accounting officer)

 

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

 

 

 

Dated: March 12, 2021	/s/ Bahige (Bill) Chaaban
	Name: Bahige (Bill) Chaaban
	Title: Director

 

 

Dated: March 12, 2021	/s/ Richard Boswell
	Name: Richard Boswell
	Title: Director

 

Dated: March 12, 2021	/s/ Brian Payne
	Name: Brian Payne
	Title: Director

 

 

Dated: March 12, 2021	/s/ Harold Aubrey de Lavenu
	Name Harold Aubrey de Lavenu
	Title: Director

 

 

Dated: March 12, 2021	/s/ Ameen Ferris
	Name: Ameen Ferris
	Title: Director

 

 

Dated: March 12, 2021	/s/ Donald Strilchuck
	Name: Donald Strilchuck
	Title: Director

 

 

Dated: March 12, 2021	/s/ Alex Tarrabain
	Name: Alex Tarrabain
	Title: Director

 

 

Dated: March 12, 2021	/s/ Dr. Usamakh Saadikh
	Name: Dr. Usamakh Saadikh
	Title: Director

 

Consolidated Financial Statements:

 

Contents	Page
Report of Independent Registered Public Accounting Firm	60
Consolidated Balance Sheets	61
Consolidated Statements of Operations	63
Consolidated Statements of Shareholders’ Deficit	64
Consolidated Statements of Cash Flows	65
Notes to the Consolidated Financial Statements	66

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

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

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheets of CEN Biotech, Inc. and Subsidiary (the “Company”) as of December 31, 2020 and 2019, the related consolidated statements of operations, shareholders’ deficit, and cash flows for each of the two years in the period ended December 31, 2020, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2020 and 2019, and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

 

Explanatory Paragraph Regarding Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the consolidated financial statements, the Company has incurred significant operating losses and negative cash flows from operations since inception. The Company also had an accumulated deficit of $27,060,527 at December 31, 2020. The Company is dependent on obtaining necessary funding from outside sources, including obtaining additional funding from the sale of securities in order to continue their operations. The COVID-19 pandemic has hindered the Company’s ability to raise capital. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 4. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

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

 

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

 

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

 

 

/s/ Mazars USA LLP

 

 

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

 

New York, New York

March 12, 2021

 

 

CEN BIOTECH, INC. AND SUBSIDIARY

Consolidated Balance Sheets

December 31, 2020 and 2019

 

 

See accompanying notes to consolidated financial statements.

 

 

CEN BIOTECH, INC. AND SUBSIDIARY

Consolidated Statements of Operations

Years Ended December 31, 2020 and 2019

 

 

See accompanying notes to consolidated financial statements.

 

 

CEN BIOTECH, INC. AND SUBSIDIARY

Consolidated Statements of Shareholders’ Deficit

Years Ended December 31, 2020 and 2019

 

 

See accompanying notes to consolidated financial statements.

 

 

CEN BIOTECH, INC. AND SUBSIDIARY Consolidated Statements of Cash Flows Years Ended December 31, 2020 and 2019

 

 

See accompanying notes to consolidated financial statements.

 

 

CEN BIOTECH, INC. AND SUBSIDIARY

 

Notes to the Consolidated Financial Statements

 

December 31, 2020 and 2019

 

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