Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 21, 2018 | |
Document Information [Line Items] | ||
Entity Registrant Name | CEN BIOTECH INC | |
Entity Central Index Key | 1,653,821 | |
Trading Symbol | cenb | |
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) | 25,175,243 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Operating expenses | ||
Consulting fees | $ 11,985 | $ 90,000 |
Consulting fees and payroll – related parties | 31,200 | |
Stock based compensation | 167,400 | |
General and administrative | 441,839 | 374,731 |
Total operating expenses | 652,424 | 464,731 |
Loss from operations | (652,424) | (464,731) |
Other income (expense) | ||
Interest expense | (594,503) | (490,217) |
Interest expense – related parties | (104,286) | (80,139) |
Foreign exchange gain (loss) | 30,443 | (13,190) |
Other expense, net | (668,346) | (583,546) |
Net loss | $ (1,320,770) | $ (1,048,277) |
Basic and diluted (in dollars per share) | $ (0.05) | $ (0.15) |
Basic and diluted (in shares) | 25,153,061 | 6,851,843 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balances (in shares) at Dec. 31, 2016 | 100,000 | 6,851,843 | |||
Balances at Dec. 31, 2016 | $ 10 | $ 82 | $ (14,044,238) | $ (14,044,146) | |
Net loss | (1,048,277) | (1,048,277) | |||
Balances (in shares) at Mar. 31, 2017 | 100,000 | 6,851,843 | |||
Balances at Mar. 31, 2017 | $ 10 | 82 | (15,092,515) | (15,092,423) | |
Balances (in shares) at Dec. 31, 2017 | 25,131,843 | ||||
Balances at Dec. 31, 2017 | 9,110,041 | (28,124,692) | (19,014,651) | ||
Net loss | (1,320,770) | (1,320,770) | |||
Patent acquisition liability modification | 4,380,000 | 4,380,000 | |||
Stock-based compensation | 167,400 | 167,400 | |||
Issuance of common stock – interest shares (in shares) | 43,400 | ||||
Issuance of common stock – interest shares | 26,908 | 26,908 | |||
Balances (in shares) at Mar. 31, 2018 | 25,175,243 | ||||
Balances at Mar. 31, 2018 | $ 13,684,349 | $ (29,445,462) | $ (15,761,113) |
Condensed Consolidated Stateme4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities | |||
Net loss | $ (1,320,770) | $ (1,048,277) | |
Adjustments to reconcile net loss to net cash used in operating activities | |||
Depreciation | 442 | 442 | |
Amortization | 106,203 | 106,203 | |
Stock based compensation | 167,400 | ||
Non-cash interest expense | 561,910 | 457,892 | |
Non-cash interest expense – related parties | 104,286 | 78,751 | |
Deferred lease expense | 13,576 | 13,576 | |
Foreign exchange (gain) loss | (30,443) | 13,190 | |
Changes in operating assets and liabilities which provided (used) cash | |||
Other receivables | (146,018) | ||
Accounts payable | 14,770 | (67,433) | |
Accounts payable – related parties | (7,585) | (50,000) | |
Accrued expenses | (18,297) | ||
Accrued expenses – related parties | 31,200 | ||
Net cash used in operating activities | (523,326) | (495,656) | |
Cash flows from investing activities | |||
Advance on business acquisition | (250,000) | ||
Leasehold improvements in progress | (5,439) | (58,695) | |
Net cash used in investing activities | (5,439) | (308,695) | |
Cash flows from financing activities | |||
Issuance of loans payable | 180,000 | ||
Repayment of loans payable | (130,000) | ||
Issuance of loans payable - related parties | 225,000 | ||
Issuance of convertible notes | 595,800 | 566,475 | |
Issuance of convertible notes - related parties | 500,000 | ||
Net cash provided by financing activities | 870,800 | 1,066,475 | |
Net increase in cash and cash equivalents | 342,035 | 262,124 | |
Cash and cash equivalents, beginning of period | 84,978 | 62,381 | |
Cash and cash equivalents, end of period | 427,013 | 324,505 | $ 62,381 |
Supplemental cash flows disclosures | |||
Cash paid for interest | 32,593 | 33,713 | |
Non-cash transactions - investing and financing activities | |||
Noncash or Part Noncash Acquisition, Noncash Consideration, Liability Incurred | 4,380,000 | $ 5,000,000 | |
Conversion of rents due to convertible loan | 257,937 | ||
Accrued expense converted to convertible loans | $ 552,935 |
Note 1 - Basis of Presentation
Note 1 - Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited interim consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) set forth in Article 8 X. not not December 31, 2017 There have been no 10 December 31, 2017. Loss per Share Net loss per common share is computed pursuant to ASC 260 10 45. three March 31, 2018 2017, not |
Note 2 - Going Concern Uncertai
Note 2 - Going Concern Uncertainty / Management Plans | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Substantial Doubt about Going Concern [Text Block] | NOTE 2 – GOING CONCERN UNCERTAINTY / MANAGEMENT PLANS The accompanying consolidated financial statements have been prepared in contemplating continuation of the Company as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. 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 $29,445,462 March 31, 2018 no not not 7. no not The Company’s cash position may not |
Note 3 - New Accounting Standar
Note 3 - New Accounting Standards | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | NOTE 3 Adoption of New Accounting Standards On January 1, 2018, not no In January 2016, No. 2016 01, December 15, 2017, not Accounting Standards Issued but Not In February 2016, December 15, 2018 |
Note 4 - Property, Plant and Im
Note 4 - Property, Plant and Improvements, Net | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 4 – PROPERTY, PLANT AND IMPROVEMENTS , NET Property, plant and improvements, net consists of the following: March 31, 2018 December 31, 2017 Improvements in process $ 1,436,278 $ 1,430,839 Furniture and equipment 17,668 17,668 Accumulated depreciation (3,534 ) (3,092 ) Net property, plant and improvements $ 1,450,412 $ 1,445,415 Depreciation expense was $442 three March 31, 2018 2017. Property and improvements in development as of March 31, 2018 December 31, 2017, 20 At this time, the Company cannot make the final additions that will be necessary for the sites to function as growing spaces. Although there are currently grow rooms outfitted and ready to grow. |
Note 5 - Advances to CEN Biotec
Note 5 - Advances to CEN Biotech Ukraine | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Advances to Related Party [Text Block] | NOTE 5 – ADVANCES TO CEN BIOTECH UKRAINE At March 31, 2018 December 31, 2017, $775,328 13 |
Note 6 - Intangible Assets
Note 6 - Intangible Assets | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | NOTE 6 – INTANGIBLE ASSETS On September 12, 2016, Material consideration given by Company was: (a) Shares of CEN common stock equal to $5 135 $2,161,467 1517 1525 $202,666. 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 addition, the Company will employ Stevan Pokrajak in connection with the development of the acquired technology with compensation equal to $200,000 In March 2018, $5 one million September 30, 2018. $4,380,000 Management reviews long-lived assets for impairment when circumstances indicate the carrying amount of an asset may not may not The intangible assets consist of the following: March 31, 2018 December 31, 2017 Lighting patent $ 6,797,000 $ 6,797,000 Accumulated amortization (672,620 ) (566,417 ) Net $ 6,124,380 $ 6,230,583 The lighting patent is being amortized straight-line over approximately 16 $424,812 2031, $283,216 2032. |
Note 7 - Loans Payable
Note 7 - Loans Payable | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Short-term Debt [Text Block] | NOTE 7 – LOANS PAYABLE Loans payable consist of the following: March 31, 2018 December 31, 2017 Loan payable to Global Holdings International, LLC, which bears interest at 15% per annum after defaulting on the maturity date of June 30, 2016. This note is secured by the Company's equipment. $ 9,675,000 $ 9,675,000 Mortgage payable to ARG & Pals, Inc., for the original amount of CAD $385,000. The mortgage bears interest at 22% per annum, with an extended maturity date of September 21, 2018. 298,606 306,883 Loan payable to an individual, issued January 17, 2018 with a 30-day maturity, bearing share interest of 2,000 common shares per 30-day period. This is an unsecured loan with an extended maturity date of June 15, 2018. 50,000 - Total loans payable (all current) $ 10,023,606 $ 9,981,883 The $9,675,000 $11,000. During the three March 31, 2018, 16,400 $10,168 No three March 31, 2017 |
Note 8 - Loans Payable - Relate
Note 8 - Loans Payable - Related Parties | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Loans Payable to Related Party [Text Block] | NOTE 8 – LOANS PAYABLE – RELATED PART IES Loans payable – related parties consists of the following: March 31, 2018 December 31, 2017 Loan payable to the spouse of Bill Chaaban, President of CEN, bears an interest at 10% per annum. This is an unsecured loan with a maturity date of December 31, 2018. $ 236,377 $ 237,423 Loan payable to a former director of Creative, former parent company, bears interest at 10% per annum. This is an unsecured loan with a maturity date of December 31, 2018. 601,500 601,500 Loan payable to R&D Labs Canada, Inc., whose president is Bill Chaaban, also the President of CEN, bearing interest at 8% per annum. This is an unsecured loan with a maturity date of October 2, 2019. R&D Labs Canada is a company owned by Bill Chaaban’s spouse. 300,000 300,000 Loan payable to the spouse of Joseph Byrne, CEO of CEN, issued January 12, 2018 with a 30-day maturity, bearing share interest of 4,000 common shares per 30-day period. This is an unsecured loan with an extended maturity date June 15, 2018. 100,000 - Loan payable to Alex Tarrabain, a Director of CEN, issued January 17, 2018 with a 30-day maturity, bearing share interest of 3,000 common shares per 30-day period. This is an unsecured loan with an extended maturity date of June 15, 2018. 75,000 - Loan payable to Joseph Byrne, CEO of CEN, issued January 24, 2018 with a 30-day maturity, bearing share interest of 2,000 common shares per 30-day period. This is an unsecured loan with an extended maturity date of June 15, 2018. 50,000 - Total loans payable – related parties 1,362,877 1,138,923 Less current portion 1,062,877 838,923 Loans payable – related parties, less current portion $ 300,000 $ 300,000 In March 2018, Attributable related party accrued interest was $262,219 $248,100 March 31, 2018 December 31, 2017, $43,042 $20,018 three March 31, 2018 2017, During the three March 31, 2018, 27,000 $16,740 No three March 31, 2017. |
Note 9 - Convertible Notes
Note 9 - Convertible Notes | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Long-term Debt [Text Block] | NOTE 9 – CONVERTIBLE NOTES Loans and convertible notes payable consist of the following: March 31, 2018 December 31, 2017 Convertible note payable, bearing interest at 7% per annum with conversion rights for 335,833 common shares. This is due on demand. $ 856,815 $ 880,567 Convertible notes payable to multiple private investors bearing an interest at 5% annum with conversion rights for 2,087,741 common shares, maturing at various dates between May 2018 and February 2020. 3,385,406 2,789,605 Total loans and convertible notes payable 4,242,221 3.670,172 Less current portion 2,001,702 1,461,979 Loans and convertible notes payable, less current portion $ 2,240,519 $ 2,208,193 These notes may 2,423,574 |
Note 10 - Convertible Notes - R
Note 10 - Convertible Notes - Related Parties | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Long-term Convertible Notes Related Party [Text Block] | NOTE 10 Loans and convertible notes payable – related parties consist of the following: March 31, 2018 December 31, 2017 Convertible note due to the spouse of Bill Chaaban, President of CEN, which bears an interest at 12% per annum. This note is convertible to 867,576 common shares with a maturity date of December 31, 2018. $ 1,388,122 $ 1,388,122 Convertible notes due to Harold Aubrey de Lavenu, a Director of CEN, bearing interest at 5% per annum. This note is convertible to 656,250 common shares with maturity dates between July 2018 and February 2019. 1,050,000 1,050,000 Convertible note due to Alex Tarrabain, a Director of CEN, bearing interest at 5% per annum. This note is convertible to 30,000 common shares with a maturity date of October 26, 2018. 48,000 48,000 Convertible notes due to Joseph Byrne, CEO of CEN, bearing interest at 12% per annum. This note is convertible to 140,120 common shares with a maturity date of August 17, 2018. 224,191 224,191 Total loans and convertible notes payable 2,710,313 2,710,313 Less current portion 2,710,313 2,210,313 Loans and convertible notes payable, less current portion $ - $ 500,000 In March 2018, Attributable related party accrued interest was $418,228 $344,801 March 31, 2018 December 31, 2017, $61,244 $60,121 three March 31, 2018 2017, These notes may 1,693,946 |
Note 11 - Income Taxes
Note 11 - Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | NOTE 11 – INCOME TAXES A reconciliation of the effective tax rate of the income tax benefit and the statutory income tax rates applied to the loss before income taxes is as follows for the three March 31: 2018 2017 Income tax benefit at Canadian statutory rate 26.5 % 26.5 % Valuation allowance (26.5 %) (26.5 %) Effective income tax rate 0 % 0 % As of March 31, 2018, $23,600,000 may 20 2034. may not not March 31, 2018 December 31, 2017: 2018 2017 Deferred tax asset - net operating losses $ 6,300,000 $ 5,900,000 Deferred tax asset valuation allowance (6,300,000 ) (5,900,000 ) Net deferred tax asset $ - $ - All other temporary differences are immaterial both individually and in the aggregate to the consolidated financial statements. |
Note 12 - Stockholders' Deficit
Note 12 - Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 12 – SHAREHOLDERS’ DEFICIT The Company is authorized to issue an unlimited number of common shares and an unlimited number of special voting shares. Common shares have no |
Note 13 - Related Party Transac
Note 13 - Related Party Transactions | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | NOTE 13 – RELATED PARTY TRANSACTIONS The Company has received loans from several related parties, as described above in Notes 8 10. There are advances of $775,328 March 31, 2018 December 31, 2017. December 3, 2017, 51% December 3, 2017, 25.5% December 14, 2017, 51% not May 21, 2018. On July 12, 2017, 5% During the three March 31, 2018, $31,200. No three March 31, 2017. March 31, 2018 December 31, 2017, $35,601 $11,986, During 2017, $300,000 $255,141 $44,859 10 2026. 2017. The Company leases 20 10.4 two one 27,000 one 53,000 4,000 The 20 September 1, 2013 $339,000, December 31, 2016, $552,934, January 2017, $4,000 five $824,446 5 three March 31, 2018 2017, $23,000 |
Note 14 - Stock Based Compensat
Note 14 - Stock Based Compensation | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | NOTE 1 4 – STOCK BASED COMPENSATION Adoption of Equity Compensation Plan On November 29, 2017, 2017 20,000,000 Employment Agreements On November 30, 2017, four • Under the Employment Agreement with Bahige (Bill) Chaaban, President of the Company, Mr. Chaaban will receive compensation in the form of a base annual salary of $31,200 8,750,000 7,400,000 36 • Under the Employment Agreement with Joseph Byrne, Chief Executive Officer of the Company, Mr. Byrne will receive compensation in the form of a base annual salary of $31,200 1,250,000 325,000 36 • Under the Employment Agreement with Richard Boswell, Senior Executive Vice President and Chief Financial Officer of the Company, Mr. Boswell will receive compensation in the form of a base annual salary of $31,200 4,500,000 4,140,000 36 • Under the Employment Agreement with Brian Payne, Vice President of the Company, Mr. Payne will receive compensation in the form of a base annual salary of $31,200 750,000 300,000 36 Equity Compensation Grants On November 30, 2017, one 20,000 In addition, as part of this one 1,000,000 550,000 36 1,870,000 1,330,000 36 Restricted Stock Awards The grant-date fair value of the restricted shares noted in the employment agreements and equity compensation grants sections above was $11,333,600. 2017, 14,317,500 3,962,500 three three March 31, 2018, 337,500 Compensation expense recognized in connection with the restricted stock awards was $167,400 three March 31, 2018. Restricted stock award activity for the three March 31, 2018 Number of Shares Weighted- Average Grant Date Fair Value per Share Weighted- Average Remaining Contractual Term (Years) Non-vested at December 31, 2017 3,962,500 $ 0.62 2.92 Granted - - Vested (337,500 ) $ 0.62 Forfeited - - Non-vested at March 31, 2018 3,625,000 $ 0.62 2.75 The fair value of the restricted stock grants was based on the valuation of a third $1,801,100 March 31, 2018. |
Note 15 - Net Loss Per Share
Note 15 - Net Loss Per Share | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | NOTE 1 5 – NET LOSS PER SHARE During periods when there is a net loss, all potentially dilutive shares are anti-dilutive and are excluded from the calculation of diluted net loss per share. Based on the Company’s application of the as-converted and treasury stock methods, all common stock equivalents were excluded from the computation of diluted earnings per share due to net losses as of March 31, 2018 2017. three March 31, 2018 2017 2018 2017 Convertible debt 4,035,350 2,387,964 |
Note 16 - Contingency
Note 16 - Contingency | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 1 6 – CONTINGENCY In connection with the distribution by Creative of CEN’s common stock on February 29, 2016 10 May 4, 2016 5 not |
Note 17 - Fair Value Disclosure
Note 17 - Fair Value Disclosures | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | NOTE 1 7 – FAIR VALUE DISCLOSURES Fair value is the price that would be received from the sale of an asset or paid to transfer a liability assuming an orderly transaction in the most advantageous market at the measurement date. U.S. GAAP establishes a hierarchical disclosure framework that prioritizes and ranks the level of observability of inputs used in measuring fair value. The fair value of the Company’s financial instruments are as follows: Fair Value Measured at Reporting Date Using Carrying Amount Level 1 Level 2 Level 3 Fair Value At March 31, 2018: Cash and cash equivalents $ 427,013 $ - $ 427,013 $ - $ 427,013 Other receivables $ 368,580 $ - $ - $ 368,580 $ 368,580 Note receivable - related party $ 44,859 $ - $ - $ 44,859 $ 44,859 Advances to CEN Biotech Ukraine, LLC – related party $ 775,328 $ - $ - $ 775,328 $ 775,328 Loans payable $ 10,023,606 $ - $ - $ 10,023,606 $ 10,023,606 Loans payable – related parties $ 1,362,877 $ - $ - $ - $ - Convertible notes payable $ 4,242,221 $ - $ - $ 4,456,326 $ 4,456,326 Convertible notes payable – related parties $ 2,710,313 $ - $ - $ - $ - Carrying Amount Level 1 Level 2 Level 3 Fair Value At December 31, 2017: Cash and cash equivalents $ 84,978 $ - $ 84,978 $ - $ 84,978 Other receivables $ 222,562 $ - $ - $ 222,562 $ 222,562 Note receivable - related party $ 44,859 $ - $ - $ 44,859 $ 44,859 Advances to CEN Biotech Ukraine, LLC – related party $ 775,328 $ - $ - $ 775,328 $ 775,328 Loans payable $ 9,981,883 $ - $ - $ 9,981,883 $ 9,981,883 Loans payable – related parties $ 1,138,923 $ - $ - $ - $ - Convertible notes payable $ 3,670,172 $ - $ - $ 3,831,760 $ 3,831,760 Convertible notes payable – related parties $ 2,710,313 $ - $ - $ - $ - The fair values of other receivables, note receivable - related party, and advances to CEN Biotech Ukraine, LLC approximates carrying value due to the terms of the instruments. The fair value of the loans payable approximates carrying value due to the terms of such instruments and applicable interest rates. The fair value of convertible notes payable is based on the par value plus accrued interest through the date of reporting due to the terms of such instruments and interest rates. It is not |
Note 18 - Restatement
Note 18 - Restatement | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Accounting Changes and Error Corrections [Text Block] | NOTE 1 8 – RESTATEMENT As a result of the restatement of the previously issued 2016 10 December 31, 2017, January 1, 2017 $654,453. December 31, 2017, March 31, 2017 $198,631 $455,822 2017 2016 $5,000,000 6 2017 $5,000,000 2016 2016 January 1, 2017 three March 31, 2017 first three 2017. In addition, as a result of the restatement of the previously issued 2016 10 December 31, 2017, January 1, 2017 $3. no The effect on the Company's previously issued three March 31, 2017 Consolidated Balance Sheet as of March 31, 2017 Previously Reported Increase (Decrease) As Restated Deferred lease expense $ - $ 257,937 $ 257,937 Intangible assets, net 2,282,952 4,266,241 6,549,193 Patent acquisition liability - 5,000,000 5,000,000 Accrued expenses 297,650 (9,995 ) 287,655 Common stock 85 (85 ) - Additional paid-in capital 10,000 (9,918 ) 82 Accumulated deficit (14,636,693 ) (455,824 ) (15,092,515 ) Consolidated Statement of Operations for the three March 31, 2017 Previously Reported Increase (Decrease) As Restated Salary and consulting fees $ 100,000 $ (10,000 ) $ 90,000 General and administrative 563,362 (188,631 ) 374,731 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Earnings Per Share, Policy [Policy Text Block] | Loss per Share Net loss per common share is computed pursuant to ASC 260 10 45. three March 31, 2018 2017, not |
Note 4 - Property, Plant and 24
Note 4 - Property, Plant and Improvements, Net (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | March 31, 2018 December 31, 2017 Improvements in process $ 1,436,278 $ 1,430,839 Furniture and equipment 17,668 17,668 Accumulated depreciation (3,534 ) (3,092 ) Net property, plant and improvements $ 1,450,412 $ 1,445,415 |
Note 6 - Intangible Assets (Tab
Note 6 - Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | March 31, 2018 December 31, 2017 Lighting patent $ 6,797,000 $ 6,797,000 Accumulated amortization (672,620 ) (566,417 ) Net $ 6,124,380 $ 6,230,583 |
Note 7 - Loans Payable (Tables)
Note 7 - Loans Payable (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Notes Tables | |
Schedule of Short-term Debt [Table Text Block] | March 31, 2018 December 31, 2017 Loan payable to Global Holdings International, LLC, which bears interest at 15% per annum after defaulting on the maturity date of June 30, 2016. This note is secured by the Company's equipment. $ 9,675,000 $ 9,675,000 Mortgage payable to ARG & Pals, Inc., for the original amount of CAD $385,000. The mortgage bears interest at 22% per annum, with an extended maturity date of September 21, 2018. 298,606 306,883 Loan payable to an individual, issued January 17, 2018 with a 30-day maturity, bearing share interest of 2,000 common shares per 30-day period. This is an unsecured loan with an extended maturity date of June 15, 2018. 50,000 - Total loans payable (all current) $ 10,023,606 $ 9,981,883 |
Note 8 - Loans Payable - Rela27
Note 8 - Loans Payable - Related Parties (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Notes Tables | |
Schedule of Loans Payable to Related Party [Table Text Block] | March 31, 2018 December 31, 2017 Loan payable to the spouse of Bill Chaaban, President of CEN, bears an interest at 10% per annum. This is an unsecured loan with a maturity date of December 31, 2018. $ 236,377 $ 237,423 Loan payable to a former director of Creative, former parent company, bears interest at 10% per annum. This is an unsecured loan with a maturity date of December 31, 2018. 601,500 601,500 Loan payable to R&D Labs Canada, Inc., whose president is Bill Chaaban, also the President of CEN, bearing interest at 8% per annum. This is an unsecured loan with a maturity date of October 2, 2019. R&D Labs Canada is a company owned by Bill Chaaban’s spouse. 300,000 300,000 Loan payable to the spouse of Joseph Byrne, CEO of CEN, issued January 12, 2018 with a 30-day maturity, bearing share interest of 4,000 common shares per 30-day period. This is an unsecured loan with an extended maturity date June 15, 2018. 100,000 - Loan payable to Alex Tarrabain, a Director of CEN, issued January 17, 2018 with a 30-day maturity, bearing share interest of 3,000 common shares per 30-day period. This is an unsecured loan with an extended maturity date of June 15, 2018. 75,000 - Loan payable to Joseph Byrne, CEO of CEN, issued January 24, 2018 with a 30-day maturity, bearing share interest of 2,000 common shares per 30-day period. This is an unsecured loan with an extended maturity date of June 15, 2018. 50,000 - Total loans payable – related parties 1,362,877 1,138,923 Less current portion 1,062,877 838,923 Loans payable – related parties, less current portion $ 300,000 $ 300,000 |
Note 9 - Convertible Notes (Tab
Note 9 - Convertible Notes (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Notes Tables | |
Schedule of Long-term Debt Instruments [Table Text Block] | March 31, 2018 December 31, 2017 Convertible note payable, bearing interest at 7% per annum with conversion rights for 335,833 common shares. This is due on demand. $ 856,815 $ 880,567 Convertible notes payable to multiple private investors bearing an interest at 5% annum with conversion rights for 2,087,741 common shares, maturing at various dates between May 2018 and February 2020. 3,385,406 2,789,605 Total loans and convertible notes payable 4,242,221 3.670,172 Less current portion 2,001,702 1,461,979 Loans and convertible notes payable, less current portion $ 2,240,519 $ 2,208,193 |
Note 10 - Convertible Notes -29
Note 10 - Convertible Notes - Related Parties (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Notes Tables | |
Schedule of Convertible Notes Payable to Related Party [Table Text Block] | March 31, 2018 December 31, 2017 Convertible note due to the spouse of Bill Chaaban, President of CEN, which bears an interest at 12% per annum. This note is convertible to 867,576 common shares with a maturity date of December 31, 2018. $ 1,388,122 $ 1,388,122 Convertible notes due to Harold Aubrey de Lavenu, a Director of CEN, bearing interest at 5% per annum. This note is convertible to 656,250 common shares with maturity dates between July 2018 and February 2019. 1,050,000 1,050,000 Convertible note due to Alex Tarrabain, a Director of CEN, bearing interest at 5% per annum. This note is convertible to 30,000 common shares with a maturity date of October 26, 2018. 48,000 48,000 Convertible notes due to Joseph Byrne, CEO of CEN, bearing interest at 12% per annum. This note is convertible to 140,120 common shares with a maturity date of August 17, 2018. 224,191 224,191 Total loans and convertible notes payable 2,710,313 2,710,313 Less current portion 2,710,313 2,210,313 Loans and convertible notes payable, less current portion $ - $ 500,000 |
Note 11 - Income Taxes (Tables)
Note 11 - Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Notes Tables | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | 2018 2017 Income tax benefit at Canadian statutory rate 26.5 % 26.5 % Valuation allowance (26.5 %) (26.5 %) Effective income tax rate 0 % 0 % |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | 2018 2017 Deferred tax asset - net operating losses $ 6,300,000 $ 5,900,000 Deferred tax asset valuation allowance (6,300,000 ) (5,900,000 ) Net deferred tax asset $ - $ - |
Note 14 - Stock Based Compens31
Note 14 - Stock Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Notes Tables | |
Nonvested Restricted Stock Shares Activity [Table Text Block] | Number of Shares Weighted- Average Grant Date Fair Value per Share Weighted- Average Remaining Contractual Term (Years) Non-vested at December 31, 2017 3,962,500 $ 0.62 2.92 Granted - - Vested (337,500 ) $ 0.62 Forfeited - - Non-vested at March 31, 2018 3,625,000 $ 0.62 2.75 |
Note 15 - Net Loss Per Share (T
Note 15 - Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Notes Tables | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | 2018 2017 Convertible debt 4,035,350 2,387,964 |
Note 17 - Fair Value Disclosu33
Note 17 - Fair Value Disclosures (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Notes Tables | |
Fair Value, by Balance Sheet Grouping [Table Text Block] | Fair Value Measured at Reporting Date Using Carrying Amount Level 1 Level 2 Level 3 Fair Value At March 31, 2018: Cash and cash equivalents $ 427,013 $ - $ 427,013 $ - $ 427,013 Other receivables $ 368,580 $ - $ - $ 368,580 $ 368,580 Note receivable - related party $ 44,859 $ - $ - $ 44,859 $ 44,859 Advances to CEN Biotech Ukraine, LLC – related party $ 775,328 $ - $ - $ 775,328 $ 775,328 Loans payable $ 10,023,606 $ - $ - $ 10,023,606 $ 10,023,606 Loans payable – related parties $ 1,362,877 $ - $ - $ - $ - Convertible notes payable $ 4,242,221 $ - $ - $ 4,456,326 $ 4,456,326 Convertible notes payable – related parties $ 2,710,313 $ - $ - $ - $ - Carrying Amount Level 1 Level 2 Level 3 Fair Value At December 31, 2017: Cash and cash equivalents $ 84,978 $ - $ 84,978 $ - $ 84,978 Other receivables $ 222,562 $ - $ - $ 222,562 $ 222,562 Note receivable - related party $ 44,859 $ - $ - $ 44,859 $ 44,859 Advances to CEN Biotech Ukraine, LLC – related party $ 775,328 $ - $ - $ 775,328 $ 775,328 Loans payable $ 9,981,883 $ - $ - $ 9,981,883 $ 9,981,883 Loans payable – related parties $ 1,138,923 $ - $ - $ - $ - Convertible notes payable $ 3,670,172 $ - $ - $ 3,831,760 $ 3,831,760 Convertible notes payable – related parties $ 2,710,313 $ - $ - $ - $ - |
Note 18 - Restatement (Tables)
Note 18 - Restatement (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Notes Tables | |
Schedule of Error Corrections and Prior Period Adjustments [Table Text Block] | Previously Reported Increase (Decrease) As Restated Deferred lease expense $ - $ 257,937 $ 257,937 Intangible assets, net 2,282,952 4,266,241 6,549,193 Patent acquisition liability - 5,000,000 5,000,000 Accrued expenses 297,650 (9,995 ) 287,655 Common stock 85 (85 ) - Additional paid-in capital 10,000 (9,918 ) 82 Accumulated deficit (14,636,693 ) (455,824 ) (15,092,515 ) Previously Reported Increase (Decrease) As Restated Salary and consulting fees $ 100,000 $ (10,000 ) $ 90,000 General and administrative 563,362 (188,631 ) 374,731 |
Note 2 - Going Concern Uncert35
Note 2 - Going Concern Uncertainty / Management Plans (Details Textual) - USD ($) | Mar. 31, 2018 | Mar. 31, 2017 |
Retained Earnings (Accumulated Deficit), Ending Balance | $ (29,445,462) | $ (15,092,515) |
Note 4 - Property, Plant and 36
Note 4 - Property, Plant and Improvements, Net (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Depreciation, Total | $ 442 | $ 442 |
Note 4 - Property, Plant and 37
Note 4 - Property, Plant and Improvements, Net - Property, Plant and Improvement Placed in Service (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Accumulated depreciation | $ (3,534) | $ (3,092) |
Net property, plant and improvements | 1,450,412 | 1,445,415 |
Improvements in Process [Member] | ||
Improvements in process | 1,436,278 | 1,430,839 |
Furniture and Equipment [Member] | ||
Improvements in process | $ 17,668 | $ 17,668 |
Note 5 - Advances to CEN Biot38
Note 5 - Advances to CEN Biotech Ukraine (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
CEN Biotech Ukraine [Member] | ||
Payments to Fund Long-term Loans to Related Parties | $ 775,328 | $ 775,328 |
Note 6 - Intangible Assets (Det
Note 6 - Intangible Assets (Details Textual) - USD ($) | Sep. 12, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2018 | Dec. 31, 2016 |
Development of Acquired Technology, Annual Compensation for Specialist | $ 200,000 | ||||
Noncash or Part Noncash Acquisition, Noncash Consideration, Liability Incurred | $ 4,380,000 | $ 5,000,000 | |||
Finite-Lived Intangible Asset, Useful Life | 16 years | ||||
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | $ 424,812 | ||||
Finite-Lived Intangible Assets, Amortization Expense, after Year Fourteen | 283,216 | ||||
Adjustments to Additional Paid in Capital, Patent Acquisition Liability Modification | $ 4,380,000 | ||||
Tesla Digital [Member] | Scenario, Forecast [Member] | |||||
Stock Issued During Period, Shares, Purchase of Assets | 1,000,000 | ||||
Patented Technology [Member] | |||||
Stock Issued During Period, Value, Purchase of Assets | 5,000,000 | ||||
Noncash or Part Noncash Acquisition, Noncash Consideration, Carrying Value of Properties to be Transferred | 2,161,467 | ||||
Noncash or Part Noncash Acquisition, Noncash Consideration, Original Cost of Property Transferred | $ 202,666 |
Note 6 - Intangible Assets - In
Note 6 - Intangible Assets - Intangible Assets (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Lighting patent | $ 6,797,000 | $ 6,797,000 |
Accumulated amortization | (672,620) | (566,417) |
Net | $ 6,124,380 | $ 6,230,583 |
Note 7 - Loans Payable (Details
Note 7 - Loans Payable (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Debt Instrument, Debt Default, Amount | $ 9,675,000 | |
Equipment Pledged as Collateral | 11,000 | |
Stock Issued During Period, Value, New Issues | $ 26,908 | |
Individual Lenders [Member] | ||
Stock Issued During Period, Shares, New Issues | 16,400 | 0 |
Stock Issued During Period, Value, New Issues | $ 10,168 |
Note 7 - Loans Payable - Loans
Note 7 - Loans Payable - Loans Payable (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Loans payable | $ 10,023,606 | $ 9,981,883 |
Short-term Loan Payable to Global Holdings International, LLC [Member] | ||
Loans payable | 9,675,000 | 9,675,000 |
Short-term Mortgage Payable to ARG & Pals, Inc. [Member] | ||
Loans payable | 298,606 | 306,883 |
Short-term Loan Payable to an Individual [Member] | ||
Loans payable | $ 50,000 |
Note 7 - Loans Payable - Loan43
Note 7 - Loans Payable - Loans Payable (Details) (Parentheticals) - CAD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Short-term Loan Payable to Global Holdings International, LLC [Member] | ||
Interest Rate | 15.00% | 15.00% |
Maturity Date | Jun. 30, 2016 | Jun. 30, 2016 |
Short-term Mortgage Payable to ARG & Pals, Inc. [Member] | ||
Interest Rate | 22.00% | 22.00% |
Maturity Date | Sep. 21, 2018 | Sep. 21, 2018 |
Original Amount | $ 385,000 | $ 385,000 |
Short-term Loan Payable to an Individual [Member] | ||
Maturity Date | Jun. 15, 2018 | |
Share Interest (in shares) | 2,000 |
Note 8 - Loans Payable - Rela44
Note 8 - Loans Payable - Related Parties (Details Textual) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Interest Expense, Related Party | $ 104,286 | $ 80,139 | |
Stock Issued During Period, Value, New Issues | $ 26,908 | ||
Related Parties Lenders [Member] | |||
Stock Issued During Period, Shares, New Issues | 27,000 | 0 | |
Stock Issued During Period, Value, New Issues | $ 16,740 | ||
Loans Payable to Related Party [Member] | |||
Interest Payable, Related Party | 262,219 | $ 248,100 | |
Interest Expense, Related Party | $ 43,042 | $ 20,018 |
Note 8 - Loans Payable - Rela45
Note 8 - Loans Payable - Related Parties - Loans Payable to Related Parties (Details) - Loans Payable to Related Party [Member] - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Long-term Debt | $ 1,362,877 | $ 1,138,923 |
Less current portion | 1,062,877 | 838,923 |
Loans payable – related parties, less current portion | 300,000 | 300,000 |
Mr. Chaaban's Spouse [Member] | ||
Long-term Debt | 236,377 | 237,423 |
Jeff Thomas, Former Director of Creative Edge [Member] | ||
Long-term Debt | 601,500 | 601,500 |
R&D Labs Canada, Inc [Member] | ||
Long-term Debt | 300,000 | 300,000 |
Spouse of Joseph Byrne, CEO of CEN Biotech [Member] | ||
Long-term Debt | 100,000 | |
Director, Alex Tarrabain [Member] | ||
Long-term Debt | 75,000 | |
Joseph Byrne [Member] | ||
Long-term Debt | $ 50,000 |
Note 8 - Loans Payable - Rela46
Note 8 - Loans Payable - Related Parties - Loans Payable to Related Parties (Details) (Parentheticals) - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Mr. Chaaban's Spouse [Member] | Loans Payable to Related Party [Member] | ||
Interest Rate | 10.00% | 10.00% |
Maturity Date | Dec. 31, 2018 | Dec. 31, 2018 |
Jeff Thomas, Former Director of Creative Edge [Member] | Loans Payable to Related Party [Member] | ||
Interest Rate | 10.00% | 10.00% |
Maturity Date | Dec. 31, 2018 | Dec. 31, 2018 |
R&D Labs Canada, Inc [Member] | Loans Payable to Related Party [Member] | ||
Interest Rate | 8.00% | 8.00% |
Maturity Date | Oct. 2, 2019 | Oct. 2, 2019 |
Spouse of Joseph Byrne, CEO of CEN Biotech [Member] | ||
Maturity Date | Jun. 15, 2018 | |
Share Interest (in shares) | 4,000 | |
Director, Alex Tarrabain [Member] | ||
Maturity Date | Jun. 15, 2018 | |
Share Interest (in shares) | 3,000 | |
Joseph Byrne [Member] | ||
Maturity Date | Jun. 15, 2018 | |
Share Interest (in shares) | 2,000 |
Note 9 - Convertible Notes (Det
Note 9 - Convertible Notes (Details Textual) | 3 Months Ended |
Mar. 31, 2018 | |
Convertible Debt [Member] | |
Debt Instrument, Convertible, Number of Equity Instruments | 2,423,574 |
Note 9 - Convertible Notes - Co
Note 9 - Convertible Notes - Convertible Notes (Details) - Convertible Debt [Member] - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Long-term Debt | $ 4,242,221 | $ 3.670172 |
Less current portion | 2,001,702 | 1,461,979 |
Loans and convertible notes payable, less current portion | 2,240,519 | 2,208,193 |
Convertible Payable 1 [Member] | ||
Long-term Debt | 856,815 | 880,567 |
Convertible Payable 2 [Member] | ||
Long-term Debt | $ 3,385,406 | $ 2,789,605 |
Note 9 - Convertible Notes - 49
Note 9 - Convertible Notes - Convertible Notes (Details) (Parentheticals) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Convertible Debt [Member] | ||
Conversion Rights | 2,423,574 | |
Convertible Payable 1 [Member] | Convertible Debt [Member] | ||
Interest Rate | 7.00% | 7.00% |
Conversion Rights | 335,833 | 335,833 |
Convertible Payable 2 [Member] | ||
Interest Rate | 5.00% | 5.00% |
Conversion Rights | 2,087,741 | 2,087,741 |
Maturing Dates Range | Between May 2018 and February 2020 | Between May 2018 and February 2020 |
Note 10 - Convertible Notes -50
Note 10 - Convertible Notes - Related Parties (Details Textual) | 3 Months Ended | ||
Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) | |
Interest Expense, Related Party | $ 104,286 | $ 80,139 | |
Convertible Debt Payable to Related Party [Member] | |||
Interest Payable, Related Party | 418,228 | $ 344,801 | |
Interest Expense, Related Party | $ 61,244 | $ 60,121 | |
Debt Instrument, Convertible, Number of Equity Instruments | 1,693,946 |
Note 10 - Convertible Notes -51
Note 10 - Convertible Notes - Related Parties - Convertible Notes Payable to Related Parties (Details) - Convertible Debt Payable to Related Party [Member] - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Long-term Debt | $ 2,710,313 | $ 2,710,313 |
Less current portion | 2,710,313 | 2,210,313 |
Loans and convertible notes payable, less current portion | 500,000 | |
Bill Chaaban, President of Cen Biotech [Member] | ||
Long-term Debt | 1,388,122 | 1,388,122 |
Director, Harold Aubrey de Lavenu [Member] | ||
Long-term Debt | 1,050,000 | 1,050,000 |
Director, Alex Tarrabain [Member] | ||
Long-term Debt | 48,000 | 48,000 |
Joseph Byrne [Member] | ||
Long-term Debt | $ 224,191 | $ 224,191 |
Note 10 - Convertible Notes -52
Note 10 - Convertible Notes - Related Parties - Convertible Notes Payable to Related Parties (Details) (Parentheticals) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Director, Alex Tarrabain [Member] | ||
Maturing Dates | Jun. 15, 2018 | |
Joseph Byrne [Member] | ||
Maturing Dates | Jun. 15, 2018 | |
Convertible Debt Payable to Related Party [Member] | ||
Conversion Rights | 1,693,946 | |
Convertible Debt Payable to Related Party [Member] | Bill Chaaban, President of Cen Biotech [Member] | ||
Interest Rate | 12.00% | 12.00% |
Conversion Rights | 867,576 | 867,576 |
Maturing Dates | Dec. 31, 2018 | Dec. 31, 2018 |
Convertible Debt Payable to Related Party [Member] | Director, Harold Aubrey de Lavenu [Member] | ||
Interest Rate | 5.00% | 5.00% |
Conversion Rights | 656,250 | 656,250 |
Maturing Dates | Between July 2018 and Feb 2019 | Between July 2018 and Feb 2019 |
Convertible Debt Payable to Related Party [Member] | Director, Alex Tarrabain [Member] | ||
Interest Rate | 5.00% | 5.00% |
Conversion Rights | 30,000 | 30,000 |
Maturing Dates | Oct. 26, 201 | Oct. 26, 201 |
Convertible Debt Payable to Related Party [Member] | Joseph Byrne [Member] | ||
Interest Rate | 12.00% | 12.00% |
Conversion Rights | 140,120 | 140,120 |
Maturing Dates | Aug. 17, 2018 | Aug. 17, 2018 |
Note 11 - Income Taxes (Details
Note 11 - Income Taxes (Details Textual) | Mar. 31, 2018USD ($) |
Operating Loss Carryforwards, Total | $ 23,600,000 |
Note 11 - Income Taxes - Reconc
Note 11 - Income Taxes - Reconciliation of Effective Tax Rate (Details) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income tax benefit at Canadian statutory rate | 26.50% | 26.50% |
Valuation allowance | (26.50%) | (26.50%) |
Effective income tax rate | 0.00% | 0.00% |
Note 11 - Income Taxes - Deferr
Note 11 - Income Taxes - Deferred Tax Assets (Details) - USD ($) | Mar. 31, 2018 | Mar. 31, 2017 |
Deferred tax asset - net operating losses | $ 6,300,000 | $ 5,900,000 |
Deferred tax asset valuation allowance | (6,300,000) | (5,900,000) |
Net deferred tax asset |
Note 12 - Stockholders' Defic56
Note 12 - Stockholders' Deficit (Details Textual) $ / shares in Thousands | Mar. 31, 2018$ / shares |
Common Stock, No Par Value | $ 0 |
Note 13 - Related Party Trans57
Note 13 - Related Party Transactions (Details Textual) | Sep. 01, 2013CAD ($) | Jan. 31, 2017CAD ($) | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2018 | Dec. 03, 2017 | Dec. 02, 2017 | Jul. 12, 2017 | Jan. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
General and Administrative Expense [Member] | |||||||||||
Operating Leases, Rent Expense, Total | $ 23,000 | $ 23,000 | |||||||||
Lease Arrangement, 20 North Rear Road [Member] | |||||||||||
Operating Lease Annual Rent | $ 339,000 | ||||||||||
Accrued Rent | $ 552,934 | ||||||||||
Operating Lease, Monthly Rent | $ 4,000 | ||||||||||
Lessee, Operating Lease, Term of Contract | 5 years | ||||||||||
Long-term Convertible Notes Payable to Multiple Private Investors [Member] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||
Convertible Debt Issued to Lessor's Creditor [Member] | |||||||||||
Convertible Debt, Total | $ 824,446 | ||||||||||
CEN Biotech Ukraine [Member] | Scenario, Forecast [Member] | |||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 51.00% | ||||||||||
CEN Biotech Ukraine [Member] | |||||||||||
Due from Related Parties, Total | 775,328 | $ 775,328 | |||||||||
Percentage of Related Party's Equity Interest Owned by Director | 25.50% | 51.00% | |||||||||
CEN Biotech Ukraine [Member] | Equipment Sold to Related Party in Exchange for Note Receivable [Member] | |||||||||||
Adjustments to Additional Paid in Capital, Dividends in Excess of Retained Earnings | 255,141 | ||||||||||
Notes Receivable, Related Parties | 44,859 | ||||||||||
Board Members and Officers [Member] | Consulting Fees [Member] | |||||||||||
Related Party Transaction, Amounts of Transaction | 31,200 | $ 0 | |||||||||
Due to Related Parties, Total | $ 35,601 | 11,986 | |||||||||
R&D Labs Canada, Inc [Member] | Purchased Equipment in Exchange for Note Payable [Member] | |||||||||||
Notes Payable, Related Parties | $ 300,000 |
Note 14 - Stock Based Compens58
Note 14 - Stock Based Compensation (Details Textual) - USD ($) | Nov. 30, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | Nov. 29, 2017 |
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 337,500 | 14,317,500 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grant DateFair Value | $ 11,333,600 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Ending Balance | 3,625,000 | 3,962,500 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||
Allocated Share-based Compensation Expense, Total | $ 167,400 | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ 1,801,100 | |||
Restricted Shares Issued for Consulting Services Perfomed [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 1,870,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 1,330,000 | |||
Vesting Pro-rate Over the Requisite Service Period [Member] | Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Ending Balance | 3,962,500 | |||
President [Member] | ||||
Employment Agreement, Base Annual Salary | $ 31,200 | |||
Employment Agreement, Compensation, Shares of Restricted Stock | 8,750,000 | |||
President [Member] | Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 20,000 | |||
President [Member] | Vested Immediately [Member] | ||||
Employment Agreement, Compensation, Shares of Restricted Stock | 7,400,000 | |||
Chief Executive Officer [Member] | ||||
Employment Agreement, Base Annual Salary | $ 31,200 | |||
Employment Agreement, Compensation, Shares of Restricted Stock | 1,250,000 | |||
Chief Executive Officer [Member] | Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 20,000 | |||
Chief Executive Officer [Member] | Vested Immediately [Member] | ||||
Employment Agreement, Compensation, Shares of Restricted Stock | 325,000 | |||
Senior Executive Vice President and Chief Financial Officer [Member] | ||||
Employment Agreement, Base Annual Salary | $ 31,200 | |||
Employment Agreement, Compensation, Shares of Restricted Stock | 4,500,000 | |||
Senior Executive Vice President and Chief Financial Officer [Member] | Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 20,000 | |||
Senior Executive Vice President and Chief Financial Officer [Member] | Vested Immediately [Member] | ||||
Employment Agreement, Compensation, Shares of Restricted Stock | 4,140,000 | |||
Vice President [Member] | ||||
Employment Agreement, Base Annual Salary | $ 31,200 | |||
Employment Agreement, Compensation, Shares of Restricted Stock | 750,000 | |||
Vice President [Member] | Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 20,000 | |||
Vice President [Member] | Vested Immediately [Member] | ||||
Employment Agreement, Compensation, Shares of Restricted Stock | 300,000 | |||
Director,Donald Strilchuck [Member] | Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 20,000 | |||
Director,Donald Strilchuck [Member] | Restricted Shares Issued for Security Consulting Services [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 1,000,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 550,000 | |||
Director, Harold Aubrey de Lavenu [Member] | Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 20,000 | |||
Director, Alex Tarrabain [Member] | Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 20,000 | |||
Director, Ameen Ferris [Member] | Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 20,000 | |||
2017 Equity Compensation Plan [Member] | ||||
Common Stock, Capital Shares Reserved for Future Issuance | 20,000,000 |
Note 14 - Stock Based Compens59
Note 14 - Stock Based Compensation - Restricted Stock Award Activity (Details) - Restricted Stock [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Non-vested, number of share (in shares) | 3,962,500 | |
Non-vested, weithged average grant date fair value (in dollars per share) | $ 0.62 | |
Non-vested, weighted average remaining contractual term (Year) | 2 years 273 days | 2 years 335 days |
Granted, number of share (in shares) | ||
Granted, weithged average grant date fair value (in dollars per share) | ||
Granted, weighted average remaining contractual term (Year) | ||
Vested, number of share (in shares) | (337,500) | (14,317,500) |
Vested, weithged average grant date fair value (in dollars per share) | $ 0.62 | |
Forfeited, number of share (in shares) | ||
Forfeited, weithged average grant date fair value (in dollars per share) | ||
Non-vested, number of share (in shares) | 3,625,000 | 3,962,500 |
Non-vested, weithged average grant date fair value (in dollars per share) | $ 0.62 | $ 0.62 |
Note 15 - Net Loss Per Share -
Note 15 - Net Loss Per Share - Antidilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Convertible Debt Securities [Member] | ||
Antidilutive Securities (in shares) | 4,035,350 | 2,387,964 |
Note 17 - Fair Value Disclosu61
Note 17 - Fair Value Disclosures - Fair Value of Financial Instruments (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Reported Value Measurement [Member] | ||
Cash and cash equivalents | $ 427,013 | $ 84,978 |
Other receivables | 368,580 | 222,562 |
Note receivable - related party | 44,859 | 44,859 |
Advances to CEN Biotech Ukraine, LLC – related party | 775,328 | 775,328 |
Loans payable | 10,023,606 | 9,981,883 |
Loans payable – related parties | 1,362,877 | 1,138,923 |
Convertible notes payable | 4,242,221 | 3,670,172 |
Convertible notes payable – related parties | 2,710,313 | 2,710,313 |
Estimate of Fair Value Measurement [Member] | ||
Cash and cash equivalents | 427,013 | 84,978 |
Other receivables | 368,580 | 222,562 |
Note receivable - related party | 44,859 | 44,859 |
Advances to CEN Biotech Ukraine, LLC – related party | 775,328 | 775,328 |
Loans payable | 10,023,606 | 9,981,883 |
Loans payable – related parties | ||
Convertible notes payable | 4,456,326 | 3,831,760 |
Convertible notes payable – related parties | ||
Estimate of Fair Value Measurement [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Cash and cash equivalents | ||
Other receivables | ||
Note receivable - related party | ||
Advances to CEN Biotech Ukraine, LLC – related party | ||
Loans payable | ||
Loans payable – related parties | ||
Convertible notes payable | ||
Convertible notes payable – related parties | ||
Estimate of Fair Value Measurement [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Cash and cash equivalents | 427,013 | 84,978 |
Other receivables | ||
Note receivable - related party | ||
Advances to CEN Biotech Ukraine, LLC – related party | ||
Loans payable | ||
Loans payable – related parties | ||
Convertible notes payable | ||
Convertible notes payable – related parties | ||
Estimate of Fair Value Measurement [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Cash and cash equivalents | ||
Other receivables | 368,580 | 222,562 |
Note receivable - related party | 44,859 | 44,859 |
Advances to CEN Biotech Ukraine, LLC – related party | 775,328 | 775,328 |
Loans payable | 10,023,606 | 9,981,883 |
Loans payable – related parties | ||
Convertible notes payable | 4,456,326 | 3,831,760 |
Convertible notes payable – related parties |
Note 18 - Restatement (Details
Note 18 - Restatement (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2016 | |
Retained Earnings (Accumulated Deficit), Ending Balance | $ 29,445,462 | $ 15,092,515 | |
Net Income (Loss) Attributable to Parent, Total | (1,320,770) | (1,048,277) | |
Noncash or Part Noncash Acquisition, Noncash Consideration, Liability Incurred | $ 4,380,000 | $ 5,000,000 | |
Common Stock, Value, Issued, Ending Balance | |||
Error Correction Related to Equity Transaction for Shares Issued for Services Not Provided [Member] | |||
Common Stock, Value, Issued, Ending Balance | (3) | ||
Restatement Adjustment [Member] | |||
Retained Earnings (Accumulated Deficit), Ending Balance | 455,822 | $ 654,453 | |
Net Income (Loss) Attributable to Parent, Total | 198,631 | ||
Common Stock, Value, Issued, Ending Balance | $ (85) |
Note 18 - Restatement - Effect
Note 18 - Restatement - Effect on Previously Issued Consolidated Financial Statements (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2016 | |
Deferred lease expense | $ 257,937 | ||
Intangible assets, net | 6,549,193 | ||
Patent acquisition liability | 5,000,000 | ||
Accrued expenses | 287,655 | ||
Common stock | |||
Additional paid-in capital | 82 | ||
Accumulated deficit | $ (29,445,462) | (15,092,515) | |
Consulting fees | 11,985 | 90,000 | |
General and administrative | $ 441,839 | 374,731 | |
Previously Reported [Member] | |||
Deferred lease expense | |||
Intangible assets, net | 2,282,952 | ||
Patent acquisition liability | |||
Accrued expenses | 297,650 | ||
Common stock | 85 | ||
Additional paid-in capital | 10,000 | ||
Accumulated deficit | (14,636,693) | ||
Consulting fees | 100,000 | ||
General and administrative | 563,362 | ||
Restatement Adjustment [Member] | |||
Deferred lease expense | 257,937 | ||
Intangible assets, net | 4,266,241 | ||
Patent acquisition liability | 5,000,000 | ||
Accrued expenses | (9,995) | ||
Common stock | (85) | ||
Additional paid-in capital | (9,918) | ||
Accumulated deficit | (455,822) | $ (654,453) | |
Consulting fees | (10,000) | ||
General and administrative | $ (188,631) |