Document And Entity Information
Document And Entity Information | 3 Months Ended |
Mar. 31, 2016shares | |
Entity Registrant Name | CEN BIOTECH INC |
Entity Central Index Key | 1,653,821 |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Smaller Reporting Company |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Well-known Seasoned Issuer | No |
Entity Common Stock, Shares Outstanding (in shares) | 7,000,000 |
Document Type | 10-Q |
Document Period End Date | Mar. 31, 2016 |
Document Fiscal Year Focus | 2,016 |
Document Fiscal Period Focus | Q1 |
Amendment Flag | false |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Affiliated Entity [Member] | ||
CURRENT LIABILITIES | ||
Accrued Interest | $ 300,337 | $ 250,252 |
Loans Payable | 1,385,747 | 1,313,680 |
LONG-TERM DEBT | ||
Loans Payable – related party | 612,000 | 612,000 |
Cash | $ 53 | $ 3,016 |
Due From Creative Edge Nutrition, Inc. | ||
Total Current Assets | $ 53 | $ 3,016 |
Land | 1,064,651 | 1,064,651 |
Construction In Progress | 1,096,816 | 1,096,816 |
Leasehold Improvements in Progress | 6,130,644 | 6,130,644 |
Total | 8,292,111 | 8,292,111 |
Total Assets | 8,292,164 | 8,295,127 |
Accounts Payable | 181,503 | 164,503 |
Accounts Payable – related parties | 75,000 | 75,000 |
Accrued Interest | 1,558,703 | 1,228,023 |
Accrued Expenses | 683,106 | 593,719 |
Loans Payable | 9,881,091 | 9,865,615 |
Total Current Liabilities | $ 14,065,487 | 13,490,792 |
Loans Payable – related party | ||
Total Liabilities | $ 14,677,487 | 14,102,792 |
STOCKHOLDERS’ DEFICIT | ||
Preferred Stock; unlimited number of shares authorized; 100,000 issued and outstanding | 10 | 10 |
Common Stock; unlimited number of shares authorized; 7,000,000 issued and outstanding | 82 | 82 |
Accumulated Deficit | (6,385,415) | (5,807,757) |
Total Stockholders’ Deficit | (6,385,323) | (5,807,665) |
Total Liabilities and Stockholders’ Deficit | $ 8,292,164 | $ 8,295,127 |
Balance Sheets (Unaudited) (Par
Balance Sheets (Unaudited) (Parentheticals) - shares | Mar. 31, 2016 | Dec. 31, 2015 |
Preferred stock, shares issued (in shares) | 100,000 | 100,000 |
Preferred stock, shares outstanding (in shares) | 100,000 | 100,000 |
Common stock, shares issued (in shares) | 7,000,000 | 7,000,000 |
Common stock, shares outstanding (in shares) | 7,000,000 | 7,000,000 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Affiliated Entity [Member] | ||
Cost and Expense | ||
Salary and Consulting Fees | ||
General and Administrative | ||
Revenue | ||
Salary and Consulting Fees | $ 103,369 | |
General and Administrative | $ 138,412 | 208,182 |
Total Expense | 138,412 | 311,551 |
Operating Loss | (138,412) | (311,551) |
Other Expenses | ||
Interest | 330,680 | 286,240 |
Interest – related parties | 50,086 | 55,706 |
Foreign Exchange Loss (Gain) | 58,480 | (1,680) |
Total other expenses | 439,246 | 340,266 |
Net Loss | $ (577,658) | $ (651,817) |
Net Loss Per Share: Basic And Diluted (in dollars per share) | $ (0.08) | $ (0.09) |
Weighted Average Number of Shares Outstanding: Basic And Diluted (in shares) | 7,000,000 | 7,000,000 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Loss | $ (577,658) | $ (651,817) |
Adjustments to reconcile net gain (loss) to net cash used in operating activities | ||
Due from Creative Edge Nutrition, Inc. | ||
Accounts Payable | $ 17,000 | |
Accrued Interest and Other Expenses | 470,152 | $ 378,496 |
Cash Flows Used In Operating Activities | $ (90,506) | $ (273,321) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchased Property | ||
Construction In Progress | ||
Leasehold Improvements In Progress | $ (47,672) | |
Total Cash Flows Used in Investing Activities | $ (47,672) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Issued Stock | ||
Proceeds From Loans | $ 87,542 | $ 278,915 |
Total Cash Flows Provided by Financing Activities | 87,542 | 278,915 |
NET CHANGE IN CASH | (2,964) | (42,079) |
Cash, Beginning of Period | 3,016 | 44,433 |
Cash, End of Period | $ 53 | $ 2,354 |
NON-CASH TRANSACTIONS | ||
Interest Paid | ||
Income Taxes Paid | ||
Other – Write off Due from Creative balance |
Note 1 - Basis of Presentation
Note 1 - Basis of Presentation | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | NOTE 1--BASIS OF PRESENTATION The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2015 and notes thereto. Organization CEN Biotech, Inc. (“CEN” or the “Company”) was incorporated in Canada on August 4, 2013 as a subsidiary of Creative Edge Nutrition, Inc. (“Creative”), a public company incorporated in Nevada. Creative distributed the shares of CEN common stock on a pro rata basis to the Creative shareholders on February 29, 2016 at which time CEN became an independent public company. CEN is an early stage Canadian biopharmaceutical company founded to integrate agronomical and pharmaceutical principles for the purposes of growing, selling, processing and delivering pharmaceutical-grade medical marijuana in its pure and extracted form to patients in accordance with Health Canada’s newly-formed Marihuana for Medical Purposes Regulations (MMPR). Basis of Accounting The Company’s financial statements are prepared using the accrual method of accounting using accounting principles generally accepted in the United States. The Company has elected a calendar year end. Use of Estimates and Assumptions Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. The Company has adopted the provisions of ASC 260. Loss per Share Net loss per common share is computed pursuant to ASC 260-10-45. Basic and diluted net income per common share has been calculated by dividing the net income for the period by the basic and diluted weighted average number of common shares outstanding assuming that the Company incorporated as of the beginning of the first period presented. There were no dilutive shares outstanding as of March 31, 2016 or 2015. Subsequent Events The Company follows the guidance in ASC 855-10-50 for the disclosure of subsequent events. The Company evaluates subsequent events from the date of the balance sheet through the date when the financial statements are issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them with the SEC on the EDGAR system. Recently Issued Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Note 2 - Going Concern
Note 2 - Going Concern | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Substantial Doubt about Going Concern [Text Block] | NOTE 2 – GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern . As reflected in the accompanying financial statements, the Company had an accumulated deficit of $6,385,415 at March 31, 2016, and had no committed source of debt or equity financing. While the Company is attempting to obtain a license from Health Canada and generate revenues, the Company’s cash position may not be sufficient to support the Company’s daily operations. Management believes that the actions presently being taken to obtain the license from Health Canada has a realistic chance of succeeding. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The Company’s ability to continue as a going concern is dependent upon its ability to achieve profitable operations or obtain adequate financing. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Note 3 - Contingencies and Unce
Note 3 - Contingencies and Uncertainties | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 3 – CONTINGENCIES AND UNCERTAINTIES On March 11, 2015, the Company’s application for a license to produce marijuana for medical purposes was formally rejected by Health Canada. The Company filed an application for judicial review in Canadian federal court on April 10, 2015 in order to obtain a reversal of this decision. The outcome of this legal proceeding cannot be predicted. The file is currently making its way through the legal process in Federal Court in Canada. |
Note 4 - Notes Payable
Note 4 - Notes Payable | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | NOTE 4 – NOTES PAYABLE The following short-term loans are outstanding: ● Global Holdings International, LLC This loan is secured by the Company’s equipment. ● Jeff Thomas ● Jeff Thomas ● Joe Byrne ● Joe Byrne ● Bill Chaaban (President of the Company) ● Bill Chaaban (President of the Company) ● Bill Chaaban (President of the Company) ● Bill Chaaban (President of the Company) ● Bill Chaaban (President of the Company) There is a long-term loan with a principal balance of $612,000 due to Mr. Chaaban. It bears interest at an annual rate of 12% and is repayable in installments through October 2017. If the Company defaults, Mr. Chaaban has the right to purchase the property at 135 North Rear Road for a price equal to the unpaid principal and interest of the loan. SUMMARY TABLE OF NOTES PAYABLE As of March 31, 2016 and 2015 SUMMARY OF NOTES PAYABLE 2016 2015 Loans Payable 9,881,091 9,764,459 Loans Payable – related parties 1,385,747 1,423,676 Long-Term Loans - - Long-Term Loans – related parties 612,000 612,000 Total of All Notes Payable $ 11,878,838 $ 11,800,135 |
Note 5 - Subsequent Events
Note 5 - Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | NOTE 5 - SUBSEQUENT EVENTS In accordance with ASC 855, Subsequent Events In April 2016, several investors made additional loans to the company in the form of convertible notes with an aggregate principal balance of approximately $360,000. These notes payable bear interest at 5% per annum, are due two years from the date of execution in April 2018, and are being evaluated for conversion preferences and obligations. |
Note 4 - Notes Payable (Tables)
Note 4 - Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | SUMMARY OF NOTES PAYABLE 2016 2015 Loans Payable 9,881,091 9,764,459 Loans Payable – related parties 1,385,747 1,423,676 Long-Term Loans - - Long-Term Loans – related parties 612,000 612,000 Total of All Notes Payable $ 11,878,838 $ 11,800,135 |
Note 1 - Basis of Presentation
Note 1 - Basis of Presentation (Details Textual) - shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 0 |
Note 2 - Going Concern (Details
Note 2 - Going Concern (Details Textual) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Retained Earnings (Accumulated Deficit) | $ (6,385,415) | $ (5,807,757) |
Note 4 - Notes Payable (Details
Note 4 - Notes Payable (Details Textual) | Mar. 31, 2016USD ($) |
Notes Payable to Banks [Member] | Global Holdings International [Member] | |
Short-term Debt | $ 9,675,000 |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% |
First 12% Note Payable to Joe Byrne [Member] | Joe Byrne [Member] | |
Short-term Debt | $ 89,436 |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% |
Second 12% Note Payable to Joe Byrne [Member] | Joe Byrne [Member] | |
Short-term Debt | $ 116,655 |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% |
First 10% Note Payable to Bill Chaaban [Member] | President [Member] | |
Short-term Debt | $ 113,348 |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% |
First 12% Note Payable to Bill Chaaban [Member] | President [Member] | |
Short-term Debt | $ 537,767 |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% |
Second 10% Note Payable to Bill Chaaban [Member] | President [Member] | |
Short-term Debt | $ 93,762 |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% |
Third 10% Note Payable to Bill Chaaban [Member] | President [Member] | |
Short-term Debt | $ 16,805 |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% |
Fourth 10% Note Payable to Bill Chaaban [Member] | President [Member] | |
Short-term Debt | $ 23,029 |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% |
Unsecured Debt [Member] | Jeff Thomas [Member] | |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% |
Long-term Debt | $ 595,000 |
Unsecure Debt 2 [Member] | Jeff Thomas [Member] | |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% |
Long-term Debt | $ 6,500 |
Loans Payable [Member] | President [Member] | |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% |
Long-term Debt | $ 612,000 |
Note 4 - Summary of Notes Payab
Note 4 - Summary of Notes Payable (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 |
Affiliated Entity [Member] | |||
Loans Payable | $ 1,385,747 | $ 1,313,680 | $ 1,423,676 |
Long-Term Loans | 612,000 | 612,000 | 612,000 |
Loans Payable | $ 9,881,091 | $ 9,865,615 | $ 9,764,459 |
Long-Term Loans | |||
Total of All Notes Payable | $ 11,878,838 | $ 11,800,135 |
Note 5 - Subsequent Events (Det
Note 5 - Subsequent Events (Details Textual) - Subsequent Event [Member] - USD ($) | 1 Months Ended | |
May. 13, 2016 | Apr. 30, 2016 | |
Convertible Debt [Member] | ||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |
Debt Instrument, Term | 2 years | |
Professional Services and Other Activities Cost | $ 300,000 | |
Proceeds from Convertible Debt | $ 360,000 |