Document And Entity Information
Document And Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Apr. 15, 2019 | Jun. 30, 2018 | |
Document Information [Line Items] | |||
Entity Registrant Name | CEN BIOTECH INC | ||
Entity Central Index Key | 0001653821 | ||
Trading Symbol | cenb | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Small Business | true | ||
Entity Common Stock, Shares Outstanding (in shares) | 25,518,363 | ||
Entity Public Float | $ 0 | ||
Entity Shell Company | false | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 3,193 | $ 84,978 |
Property, plant and improvements | ||
Property and equipment, net | 166,509 | 14,576 |
Improvements in process | 1,430,839 | |
Other assets | ||
Other receivable | 418,905 | 222,562 |
Note receivable - related party | 44,859 | 44,859 |
Advances to CEN Biotech Ukraine LLC - related party | 875,328 | 775,328 |
Deferred lease expense | 217,210 | |
Intangible assets, net | 5,805,771 | 6,230,583 |
Total assets | 7,314,565 | 9,020,935 |
Current liabilities | ||
Accounts payable | 206,521 | 92,842 |
Accounts payable – related parties | 11,986 | |
Loans payable | 10,107,205 | 9,981,883 |
Loans payable – related parties | 1,360,806 | 838,923 |
Convertible notes payable | 3,597,760 | 1,461,979 |
Convertible notes payable- related parties | 926,368 | 2,210,313 |
Accrued interest | 6,860,494 | 4,540,692 |
Accrued interest – related parties | 946,227 | 592,901 |
Accrued expenses | 402,377 | 295,874 |
Total current liabilities | 24,407,758 | 20,027,393 |
Patent acquisition liability | 1,010,000 | 5,000,000 |
Loans payable – related parties, less current portion | 300,000 | |
Convertible notes, less current portion | 1,545,887 | 2,208,193 |
Convertible notes - related parties, less current portion | 1,612,313 | 500,000 |
Total liabilities | 28,575,958 | 28,035,586 |
Commitments and contingencies | ||
Shareholders’ deficit | ||
Common stock; unlimited authorized shares; 25,473,363 and 25,131,843 issued and outstanding as of December 31, 2018 and 2017, respectively. No par value. | ||
Additional paid-in capital | 14,393,660 | 9,110,041 |
Accumulated deficit | (35,655,053) | (28,124,692) |
Total shareholders’ deficit | (21,261,393) | (19,014,651) |
Total liabilities and shareholders’ deficit | $ 7,314,565 | $ 9,020,935 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares $ / shares in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Common stock, par value (in dollars per share) | $ 0 | $ 0 |
Common stock, shares issued (in shares) | 25,473,363 | 25,131,843 |
Common stock, shares outstanding (in shares) | 25,473,363 | 25,131,843 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Operating expenses | ||
Consulting fees | $ 297,685 | $ 477,747 |
Consulting fees – related parties | 150,778 | 767,249 |
Stock based compensation | 682,000 | 7,777,900 |
General and administrative | 1,970,129 | 2,591,331 |
Impairment of leasehold improvements | 1,270,115 | 0 |
Total operating expenses | 4,370,707 | 11,614,227 |
Loss from operations | (4,370,707) | (11,614,227) |
Other (expense) income | ||
Interest expense | (2,440,194) | (2,040,963) |
Interest expense – related parties | (430,818) | (336,139) |
Interest income | 9,395 | |
Change in fair value of patent acquisition liability | (390,000) | |
Foreign exchange gain (loss) | 91,963 | (89,125) |
Other expense, net | (3,159,654) | (2,466,227) |
Net loss | $ (7,530,361) | $ (14,080,454) |
Net Loss Per Share: | ||
Basic and diluted (in dollars per share) | $ (0.30) | $ (1.68) |
Weighted Average Number of Shares Outstanding | ||
Basic and diluted (in shares) | 25,303,654 | 8,404,391 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Deficit - 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) | |
Issuance of restricted stock awards (in shares) | 18,280,000 | ||||
Issuance of restricted stock awards | 9,365,100 | 9,365,100 | |||
Distribution (See Note 15) | (255,141) | (255,141) | |||
Special voting shares repurchased (in shares) | (100,000) | ||||
Special voting shares repurchased | $ (10) | (10) | |||
Net loss | (14,080,454) | (14,080,454) | |||
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 | (7,530,361) | (7,530,361) | |||
Patent acquisition liability modification (See Note 8) | 4,380,000 | 4,380,000 | |||
Stock-based compensation (in shares) | 20,000 | ||||
Stock-based compensation | 682,000 | 682,000 | |||
Issuance of common stock - interest shares (in shares) | 184,400 | ||||
Issuance of common stock - interest shares | 131,878 | 131,878 | |||
Issuance of common stock - consulting (in shares) | 137,120 | ||||
Issuance of common stock - consulting | 89,741 | 89,741 | |||
Balances (in shares) at Dec. 31, 2018 | 25,473,363 | ||||
Balances at Dec. 31, 2018 | $ 14,393,660 | $ (35,655,053) | $ (21,261,393) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities | ||
Net loss | $ (7,530,361) | $ (14,080,454) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 14,230 | 1,767 |
Amortization | 424,812 | 424,813 |
Impairment expense | 1,270,115 | 0 |
Stock-based compensation - employees | 682,000 | 7,777,900 |
Stock-based compensation - non-employees | 89,741 | 1,587,200 |
Non-cash interest expense | 2,385,807 | 1,972,836 |
Non-cash interest expense – related parties | 353,326 | 336,139 |
Deferred lease expense | 217,210 | 54,302 |
Change in fair value of patent acquisition liability | 390,000 | |
Foreign exchange (gain) loss | (91,963) | 89,125 |
Changes in operating assets and liabilities which provided (used) cash | ||
Other receivable | (196,343) | (222,562) |
Accounts payable | 95,049 | (75,147) |
Accounts payable – related parties | 65,873 | (51,008) |
Accrued expenses | 106,503 | 8,227 |
Net cash used in operating activities | (1,724,001) | (2,176,862) |
Cash flows from investing activities | ||
Advance on business acquisition | (100,000) | (350,000) |
Leasehold improvements in progress | (5,439) | (160,724) |
Net cash used in investing activities | (105,439) | (510,724) |
Cash flows from financing activities | ||
Issuance of loans payable | 380,000 | |
Repayment of loans payable | (230,000) | |
Issuance of loans payable – related parties | 225,000 | |
Repayment of loans payable – related parties | (10,000) | |
Issuance of convertible notes | 1,565,887 | 2,220,193 |
Repayment of convertible notes | (21,600) | |
Issuance of convertible notes - related parties | 500,000 | |
Repayment of convertible notes - related parties | (171,632) | |
Preferred stock buy-back | (10) | |
Net cash provided by financing activities | 1,747,655 | 2,710,183 |
Net (decrease) increase in cash and cash equivalents | (81,785) | 22,597 |
Cash and cash equivalents, beginning of year | 84,978 | 62,381 |
Cash and cash equivalents, end of year | 3,193 | 84,978 |
Supplemental cash flows disclosures | ||
Cash paid for interest | 66,006 | 68,127 |
Non-cash transactions - investing and financing activities | ||
Patent acquisition liability modification | 4,380,000 | |
Conversion of rents due to convertible loan | 271,512 | |
Accrued expense converted to convertible loans | 552,935 | |
Acquisition of equipment in exchange for loan payable from R&D Labs, a related party | 300,000 | |
Sale of equipment in exchange for note receivable - related party | 44,859 | |
Distribution | $ 255,141 |
Note 1 - Nature of Business
Note 1 - Nature of Business | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Nature of Operations [Text Block] | NOTE 1 CEN Biotech, Inc. (“CEN”) was incorporated in Canada on August 4, 2013 February 29, 2016, $5,807,665 January 1, 2016 The consolidated financial statements also include the accounts of CEN Holdings, Inc. (“CEN Holdings”), a Michigan corporation that was incorporated on May 13, 2016 March 20, 2017. August 22, 2017 Prior to the Spin Off Distribution on February 29, 2016, March 11, 2015, CEN is focused on the manufacturing, production and development of products within the cannabis industry, including the LED lighting technology and hemp products. The Company intends to explore the usage of hemp, which it intends to cultivate for usage in industrial, medical and food products. CEN intends to explore the usage of hemp, which it intends to cultivate for usage in industrial, medical and food products. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | NOTE 2 Consolidation CEN’s consolidated financial statements include the accounts of CEN, CEN Holdings, and Eastern Starr (collectively, the “Company”). CEN Holdings’ purpose was to ease and facilitate US banking transactions through March 2017. Basis of Accounting The Company’s consolidated financial statements are prepared using the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America. The functional currency of the Company is the U.S. dollar. Use of Estimates and Assumptions The accompanying consolidated financial statements include certain estimates and assumptions which affect the reported amounts of assets and liabilities at the date of the financial statements (including intangible assets), and the reported amounts of expenses during the reporting period, including stock-based compensation. Accordingly, actual results may Cash and Cash Equivalents For purposes of the balance sheet and statement of cash flows, the Company considers all highly liquid instruments with a maturity of three Property, Plant and Improvements Property, plant and improvements are recorded at cost. Depreciation and amortization is provided using the straight-line method over the estimated useful lives or term of the assets, which range from 5 7 The cost of asset additions and improvements that extend the useful lives of property, plant and improvements are capitalized. Routine maintenance and repair items are charged to current operations. The original cost and accumulated depreciation of asset dispositions are removed from the accounts and any gain or loss is reflected in the statement of operations in the period of disposition. The Company reviews long-lived assets to assess recoverability using undiscounted cash flows. When certain events or changes in operating or economic conditions occur, an impairment assessment is performed on the recoverability of the carrying value of these assets. If the asset is determined to be impaired, the loss is measured based on the difference between the asset's fair value and its carrying value. If quoted market prices are not Intangible Assets Intangible assets include a patent with a definite useful life and is amortized over 16 may not may not Impairment of Long-Lived Assets A long-lived asset (asset group) shall be tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not 6 2018 no December 31, 2017. Research and Development Expenditures CEN expenses all research and development expenses when incurred. Research and development expenses were approximately $41,000 $32,000 2018 2017, Income Taxes Deferred income tax assets and liabilities are computed annually for differences between the financial statement and income tax bases of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the year plus or minus the change during the year in deferred tax assets and liabilities. Foreign Currency Transactions and Balances Foreign currency transactions in Canadian dollars are converted in the Company’s consolidated financial statements to U.S. dollars at the exchange rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are subsequently remeasured at the balance sheet date exchange rate into the functional currency. All gains and losses resulting from the settlement of foreign currency transactions and from the re-measurement of monetary assets and liabilities denominated in foreign currencies are included in the consolidated statements of operations. Stock-Based Compensation The fair value of restricted stock awards granted to employees and non-employees is determined on the grant date and compensation is recognized ratably over the requisite service period equal to the fair value of the award. The Company accounts for restricted stock awards issued to employees and non-employees in accordance with the authoritative guidance in ASC Topic 718, 718 718 2018 07, January 1, 2018, Loss per Share Net loss per common share is computed pursuant to ASC 260 10 45. 2018 2017, not |
Note 3 - New Accounting Standar
Note 3 - New Accounting Standards | 12 Months Ended |
Dec. 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 In June 2018, No. 2018 07, 718 December 15, 2018, not Accounting Standards Issued but Not In February 2016, December 15, 2018 January 1, 2019 $256,000 not |
Note 4 - Going Concern Uncertai
Note 4 - Going Concern Uncertainty Management Plans | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Substantial Doubt about Going Concern [Text Block] | NOTE 4 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 $35,655,053 December 31, 2018 no not not 9, 10, 11, 12. no not The Company’s cash position may not |
Note 5 - Property, Plant and Im
Note 5 - Property, Plant and Improvements, Net | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 5 Property and equipment, net consists of the following as of December 31: 2018 2017 Leasehold improvements $ 166,163 - Furniture and equipment 17,668 17,668 Accumulated depreciation and amortization (17,322 ) (3,092 ) Net property, plant and improvements $ 166,509 $ 14,576 Depreciation and amortization expense was $14,230 $1,767 December 31, 2018 2017, |
Note 6 - Improvements in Proces
Note 6 - Improvements in Process | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Improvements in Process [Text Block] | NOTE 6 Property and improvements in development as of December 31, 2017, 20 An impairment assessment during the fourth 2018 20 $1,270,115 2018 no 2017. During 2018, $160,724 December 31, 2017, |
Note 7 - Advances to CEN Biotec
Note 7 - Advances to CEN Biotech Ukraine | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Advances to Related Party [Text Block] | NOTE 7 At December 31, 2018 2017, $875,328 $775,328 15 |
Note 8 - Intangible Assets
Note 8 - Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | NOTE 8 On September 12, 2016, August 31, 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 the name of Tesla Digital, Inc. until full settlement of the terms of the agreement. In the interim, pursuant to an updated agreement executed on April 15, 2019 between the Company and the Sellers, CEN has reaffirmed the rights to use the patented technology. In addition, the Company agreed to employ Stevan Pokrajac, by an LED subsidiary that the Company plans to form, but which has not $200,000 In March 2018, $5 one million September 30, 2018. October 4, 2018, December 15, 2018. 24, December 31, 2019. $4,380,000 December 31, 2018, $1,010,000. The Company intends to explore using the patented LED Lighting Technology across manufacturing operations and licensing opportunities across multiple industries such as horticultural, automotive, industrial and commercial lighting. The assets acquired, other than the patent, included certain machinery and raw materials, which were old and non-functioning and accordingly, had no The intangible assets consists of the following as of December 31: 2018 2017 Lighting patent $ 6,797,000 $ 6,797,000 Accumulated amortization (991,229 ) (566,417 ) Net $ 5,805,771 $ 6,230,583 As of December 31, 2018 2017, no The lighting patent is being amortized straight-line over 16 $424,812 2031, $283,215 2032. |
Note 9 - Loans Payable
Note 9 - Loans Payable | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Short-term Debt [Text Block] | NOTE 9 Loans payable consist of the following at December 31: 2018 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 in default to ARG & Pals, Inc., for the original amount of CAD $385,000. The mortgage bears interest at 22% per annum, and matured on November 21, 2018. 282,205 306,883 Loan payable in default to an individual, issued January 17, 2018 with a 30-day maturity, bearing share interest of 2,000 common shares per 30-day period. This is an unsecured loan which matured on January 16, 2019. 50,000 - Loan payable in default to an individual, issued April 13, 2018, with a 30-day maturity, bearing share interest of 4,000 common shares per 30-day period. This is an unsecured loan which matured on March 16, 2019. 100,000 - Total loans payable (all current) $ 10,107,205 $ 9,981,883 We are in default of $9,675,000 $9,000. not During 2018, 76,400 $54,388 No 2017. |
Note 10 - Loans Payable - Relat
Note 10 - Loans Payable - Related Parties | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Loans Payable to Related Party [Text Block] | NOTE 10 Loans payable - related party consists of the following at December 31: 2018 2017 Loan payable in default to the spouse of Bill Chaaban, President of CEN, bears an interest at 10% per annum. This is an unsecured loan that matured on December 31, 2018. $ 234,306 $ 237,423 Loan payable in default to a former director of Creative, former parent company, bears interest at 10% per annum. This is an unsecured loan that matured on 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 in default to the spouse of Joseph Byrne, CEO of CEN, issued January 12, 2018 with a 30-day maturity, bearing share interest of 4,000 common shares per 30-day period. This is an unsecured loan that matured on March 16, 2019. 100,000 - Loan payable in default to Alex Tarrabain, a Director of CEN, issued January 17, 2018 with a 30-day maturity, bearing share interest of 3,000 common shares per 30-day period. This is an unsecured loan that matured on March 16, 2019. 75,000 - Loan payable in default to Joseph Byrne, CEO of CEN, issued January 24, 2018 with a 30-day maturity, bearing share interest of 2,000 common shares per 30-day period. This is an unsecured loan that matured on March 16, 2019. 50,000 - Total loans payable - related party 1,360,806 1,138,923 Less: current portion 1,360,806 838,923 Long-term portion loans payable - related party $ - $ 300,000 In March 2018, Attributable related party accrued interest was $357,373 $248,100 December 31, 2018 2017, $184,250 $89,892 2018 2017, During 2018, 108,000 $77,490 No 2017. |
Note 11 - Convertible Notes
Note 11 - Convertible Notes | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Long-term Debt [Text Block] | NOTE 11 Convertible notes payable consists of the following at December 31: 2018 2017 Convertible note payable, bearing interest at 7% per annum with conversion rights for 335,833 common shares. This is due on demand. $ 809,755 $ 880,567 Convertible notes payable to multiple private investors, including certain notes in default, bearing interest at 5% per annum with conversion rights for 2,684,018 common shares, maturing at various dates between May 2018 and November 2020. 4,333,892 2,789,605 Total convertible notes payable 5,143,647 3,670,172 Less current portion 3,597,760 1,461,979 Convertible notes payable, less current portion $ 1,545,887 $ 2,208,193 These notes may 3,019,851 As of April 15, 2019, $1,318,287 827,402 |
Note 12 - Convertible Notes - R
Note 12 - Convertible Notes - Related Parties | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Long-term Convertible Notes Related Party [Text Block] | NOTE 12 Convertible notes - related party consists of the following at December 31: 2018 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 August 17, 2020. $ 1,388,122 $ 1,388,122 Convertible notes in default due to Harold Aubrey de Lavenu, a Director of CEN, bearing interest at 5% per annum. This note is convertible to 548,980 common shares with maturity dates of March 31, 2019. 878,368 1,050,000 Convertible note in default due to Alex Tarrabain, a Director of CEN, bearing interest at 5% per annum. This note is convertible to 30,000 common shares with a maturity date of March 31, 2019. 48,000 48,000 Convertible notes due to Joseph Byrne, CEO of CEN, bearing interest at 12% per annum. This note is convertible to 140,120 common shares with a maturity date of August 17, 2020 224,191 224,191 Total convertible notes payable - related party 2,538,681 2,710,313 Less current portion 926,368 2,210,313 Convertible notes payable - related party, less current portion $ 1,612,313 $ 500,000 In March 2018, Attributable related party accrued interest was $588,854 $344,801 December 31, 2018 2017, $246,568 $246,247 2018 2017, These notes may 1,586,676 As of April 15, 2019, $926,368 578,980 |
Note 13 - Income Taxes
Note 13 - Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | NOTE 13 A reconciliation of the effective tax rate of the income tax benefit and the statutory income tax rates applied to the loss before income taxes is as follows for the years ended December 31: 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 December 31, 2018, $36,500,000 may 20 2034. may not not December 31: 2018 2017 Deferred tax asset - net operating losses $ 9,700,000 $ 5,900,000 Deferred tax asset valuation allowance (9,700,000 ) (5,900,000 ) Net deferred tax asset $ - $ - All other temporary differences are immaterial both individually and in the aggregate to the consolidated financial statements. Company management analyzes its income tax filing positions in Canadian federal and provincial jurisdictions where it is required to file income tax returns, for all open tax years in these jurisdictions, to identify potential uncertain tax positions. As of December 31, 2018, no no no 2015. |
Note 14 - Shareholders' Deficit
Note 14 - Shareholders' Deficit Stock Activity | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 14 The Company is authorized to issue an unlimited number of common shares and an unlimited number of special voting shares. Common shares have no On December 11, 2017, 99,286 $9.93. 500 As of December 31, 2018, 4,606,527 On November 27, 2018, 714 $0.07. 500 |
Note 15 - Related Party Transac
Note 15 - Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | NOTE 15 The Company has received loans from several related parties, as described above in Notes 10 12. There are advances of $875,328 $775,328 December 31, 2018 2017, December 3, 2017, 51% December 3, 2017, 25.5% December 14, 2017, 51% not April 15, 2019, On July 12, 2017, 5% During the years ended December 31, 2018 2017, $150,778 $767,249, December 31, 2017, $11,986 No December 31, 2018. During 2017, $300,000 $255,141 $44,859 10 2017 2026. No December 31, 2018, 2017. |
Note 16 - Lease (Including Rela
Note 16 - Lease (Including Related Parties) | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Leases of Lessee Disclosure [Text Block] | NOTE 16 The Company leases 20 10.4 two one 27,000 one 53,000 4,000 6, 2018. The 20 September 1, 2013 $339,000, December 31, 2016, $552,934, January 2017, $4,000 five $824,446 5 6, 2018. 2018 2017, $253,695 $105,332, Amounts due at December 31, 2018 three Year Amount 2019 $ 36,451 2020 36,451 2021 36,451 Total $ 109,353 The Company also leases office space in Windsor, Ontario from R&D Labs Canada, Inc., whose president is Bill Chaaban. Under the lease agreement effective October 1, 2017, $2,608 September 2022, $3,390 2018 2017, $24,000 $6,000, Amounts due at December 31, 2018 five Year Amount 2019 $ 22,940 2020 22,940 2021 22,940 2022 24,660 2023 29,818 Thereafter 111,819 Total $ 235,117 |
Note 17 - Stock Based Compensat
Note 17 - Stock Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | NOTE 17 Adoption of Equity Compensation Plan On November 29, 2017, 2017 20,000,000 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 On June 7, 2018, one 20,000 On June 19, 2018, 125,000 On December 31, 2018, 12,120 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 Restricted Stock Awards The grant-date fair value of the restricted shares noted in the employment agreements and equity compensation grants sections above was $102,141 $11,333,600 2018 2017, 2017, 14,317,500 3,962,500 three 157,120 2018, 1,350,000 Compensation expense, broken out by allocation, recognized in connection with the restricted stock awards was as follows for the years ended December 31: 2018 2017 Stock Based Compensation $ 682,000 $ 7,777,900 Professional fees 12,241 806,000 Security consulting - related party - 620,000 Legal 77,500 161,200 Total $ 771,741 $ 9,365,100 Non-vested restricted stock award activity for the years ended December 31, 2018 2017 Number of Shares Weighted- Average Grant Date Fair Value per Share Weighted- Average Remaining Contractual Term (Years) Non-vested at January 1, 2017 - $ - - Granted 18,280,000 0.62 3.00 Vested (14,317,500 ) 0.62 - Forfeited - - - Non-vested at December 31, 2017 3,962,500 0.62 2.92 Granted 157,120 0.65 - Vested (1,507,120 ) 0.62 - Forfeited - - - Non-vested at December 31, 2018 2,612,500 $ 0.62 2.00 The fair value of the restricted stock grants was based on the valuation of a third $1,298,900 December 31, 2018. |
Note 18 - Eastern Starr
Note 18 - Eastern Starr | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | NOTE 18 On August 22, 2017, $3,000 |
Note 19 - Other Receivable
Note 19 - Other Receivable | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | NOTE 19 In May 2017, June 30, 2018, $1,000,000 $733,000 June 30, 2020 ( 2% No December 31, 2018. may |
Note 20 - Net Loss Per Share
Note 20 - Net Loss Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | NOTE 20 During periods when there is a net loss, all potentially dilutive shares are anti-dilutive and are excluded from the calculation of diluted net loss per share. Based on the Company’s application of the as-converted and treasury stock methods, all common stock equivalents were excluded from the computation of diluted earnings per share due to net losses as of December 31, 2018 2017. December 31, 2018 2017 2018 2017 Convertible debt 4,154,760 2,962,811 |
Note 21 - Contingency
Note 21 - Contingency | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 21 In connection with the distribution by Creative of CEN’s common stock on February 29, 2016 10 May 4, 2016 5 not |
Note 22 - Fair Value Disclosure
Note 22 - Fair Value Disclosures | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | NOTE 22 Fair value is the price that would be received from the sale of an asset or paid to transfer a liability assuming an orderly transaction in the most advantageous market at the measurement date. U.S. GAAP establishes a hierarchical disclosure framework that prioritizes and ranks the level of observability of inputs used in measuring fair value. The fair value of the Company’s financial instruments are as follows: Fair Value Measured at Reporting Date Using Carrying Amount Level 1 Level 2 Level 3 Fair Value At December 31, 2018: Cash and cash equivalents $ 3,193 $ - $ 3,193 $ - $ 3,193 Other receivables $ 418,905 $ - $ - $ 418,905 $ 418,905 Note receivable - related party $ 44,859 $ - $ - $ 44,859 $ 44,859 Advances to CEN Biotech Ukraine, LLC - related party $ 875,328 $ - $ - $ 875,328 $ 875,328 Loans payable $ 10,107,205 $ - $ - $ 10,107,205 $ 10,107,205 Loans payable – related parties $ 1,360,806 $ - $ - $ - $ - Patent acquisition liability $ 1,010,000 $ - $ - $ 1,010,000 $ 1,010,000 Convertible notes payable $ 5,143,647 $ - $ - $ 5,534,810 $ 5,534,810 Convertible notes payable – related parties $ 2,538,681 $ - $ - $ - $ - 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 (including related accrued interest), 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 The fair value of the patent acquisition liability in 2018 3 rd |
Note 23 - Share Purchase Agreem
Note 23 - Share Purchase Agreement | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Share Purchase Agreement [Text Block] | NOTE 23 On July 31, 2018, 70% 2,500,000 April 15, 2019, not |
Note 24 - Subsequent Events
Note 24 - Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | NOTE 24 On April 3, 2019, August 31, 2016, September 12, 2016, December 31, 2019. Since December 31, 2018 7 $200,675 125,422 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Consolidation CEN’s consolidated financial statements include the accounts of CEN, CEN Holdings, and Eastern Starr (collectively, the “Company”). CEN Holdings’ purpose was to ease and facilitate US banking transactions through March 2017. |
Basis of Accounting, Policy [Policy Text Block] | Basis of Accounting The Company’s consolidated financial statements are prepared using the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America. The functional currency of the Company is the U.S. dollar. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates and Assumptions The accompanying consolidated financial statements include certain estimates and assumptions which affect the reported amounts of assets and liabilities at the date of the financial statements (including intangible assets), and the reported amounts of expenses during the reporting period, including stock-based compensation. Accordingly, actual results may |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents For purposes of the balance sheet and statement of cash flows, the Company considers all highly liquid instruments with a maturity of three |
Property, Plant and Equipment, Policy [Policy Text Block] | Property, Plant and Improvements Property, plant and improvements are recorded at cost. Depreciation and amortization is provided using the straight-line method over the estimated useful lives or term of the assets, which range from 5 7 The cost of asset additions and improvements that extend the useful lives of property, plant and improvements are capitalized. Routine maintenance and repair items are charged to current operations. The original cost and accumulated depreciation of asset dispositions are removed from the accounts and any gain or loss is reflected in the statement of operations in the period of disposition. The Company reviews long-lived assets to assess recoverability using undiscounted cash flows. When certain events or changes in operating or economic conditions occur, an impairment assessment is performed on the recoverability of the carrying value of these assets. If the asset is determined to be impaired, the loss is measured based on the difference between the asset's fair value and its carrying value. If quoted market prices are not |
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | Intangible Assets Intangible assets include a patent with a definite useful life and is amortized over 16 may not may not |
Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets A long-lived asset (asset group) shall be tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not 6 2018 no December 31, 2017. |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Expenditures CEN expenses all research and development expenses when incurred. Research and development expenses were approximately $41,000 $32,000 2018 2017, |
Income Tax, Policy [Policy Text Block] | Income Taxes Deferred income tax assets and liabilities are computed annually for differences between the financial statement and income tax bases of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the year plus or minus the change during the year in deferred tax assets and liabilities. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Transactions and Balances Foreign currency transactions in Canadian dollars are converted in the Company’s consolidated financial statements to U.S. dollars at the exchange rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are subsequently remeasured at the balance sheet date exchange rate into the functional currency. All gains and losses resulting from the settlement of foreign currency transactions and from the re-measurement of monetary assets and liabilities denominated in foreign currencies are included in the consolidated statements of operations. |
Compensation Related Costs, Policy [Policy Text Block] | Stock-Based Compensation The fair value of restricted stock awards granted to employees and non-employees is determined on the grant date and compensation is recognized ratably over the requisite service period equal to the fair value of the award. The Company accounts for restricted stock awards issued to employees and non-employees in accordance with the authoritative guidance in ASC Topic 718, 718 718 2018 07, January 1, 2018, |
Earnings Per Share, Policy [Policy Text Block] | Loss per Share Net loss per common share is computed pursuant to ASC 260 10 45. 2018 2017, not |
Note 5 - Property, Plant and _2
Note 5 - Property, Plant and Improvements, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | 2018 2017 Leasehold improvements $ 166,163 - Furniture and equipment 17,668 17,668 Accumulated depreciation and amortization (17,322 ) (3,092 ) Net property, plant and improvements $ 166,509 $ 14,576 |
Note 8 - Intangible Assets (Tab
Note 8 - Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | 2018 2017 Lighting patent $ 6,797,000 $ 6,797,000 Accumulated amortization (991,229 ) (566,417 ) Net $ 5,805,771 $ 6,230,583 |
Note 9 - Loans Payable (Tables)
Note 9 - Loans Payable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Schedule of Short-term Debt [Table Text Block] | 2018 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 in default to ARG & Pals, Inc., for the original amount of CAD $385,000. The mortgage bears interest at 22% per annum, and matured on November 21, 2018. 282,205 306,883 Loan payable in default to an individual, issued January 17, 2018 with a 30-day maturity, bearing share interest of 2,000 common shares per 30-day period. This is an unsecured loan which matured on January 16, 2019. 50,000 - Loan payable in default to an individual, issued April 13, 2018, with a 30-day maturity, bearing share interest of 4,000 common shares per 30-day period. This is an unsecured loan which matured on March 16, 2019. 100,000 - Total loans payable (all current) $ 10,107,205 $ 9,981,883 |
Note 10 - Loans Payable - Rel_2
Note 10 - Loans Payable - Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Schedule of Loans Payable to Related Party [Table Text Block] | 2018 2017 Loan payable in default to the spouse of Bill Chaaban, President of CEN, bears an interest at 10% per annum. This is an unsecured loan that matured on December 31, 2018. $ 234,306 $ 237,423 Loan payable in default to a former director of Creative, former parent company, bears interest at 10% per annum. This is an unsecured loan that matured on 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 in default to the spouse of Joseph Byrne, CEO of CEN, issued January 12, 2018 with a 30-day maturity, bearing share interest of 4,000 common shares per 30-day period. This is an unsecured loan that matured on March 16, 2019. 100,000 - Loan payable in default to Alex Tarrabain, a Director of CEN, issued January 17, 2018 with a 30-day maturity, bearing share interest of 3,000 common shares per 30-day period. This is an unsecured loan that matured on March 16, 2019. 75,000 - Loan payable in default to Joseph Byrne, CEO of CEN, issued January 24, 2018 with a 30-day maturity, bearing share interest of 2,000 common shares per 30-day period. This is an unsecured loan that matured on March 16, 2019. 50,000 - Total loans payable - related party 1,360,806 1,138,923 Less: current portion 1,360,806 838,923 Long-term portion loans payable - related party $ - $ 300,000 |
Note 11 - Convertible Notes (Ta
Note 11 - Convertible Notes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Schedule of Long-term Debt Instruments [Table Text Block] | 2018 2017 Convertible note payable, bearing interest at 7% per annum with conversion rights for 335,833 common shares. This is due on demand. $ 809,755 $ 880,567 Convertible notes payable to multiple private investors, including certain notes in default, bearing interest at 5% per annum with conversion rights for 2,684,018 common shares, maturing at various dates between May 2018 and November 2020. 4,333,892 2,789,605 Total convertible notes payable 5,143,647 3,670,172 Less current portion 3,597,760 1,461,979 Convertible notes payable, less current portion $ 1,545,887 $ 2,208,193 |
Note 12 - Convertible Notes -_2
Note 12 - Convertible Notes - Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Schedule of Convertible Notes Payable to Related Party [Table Text Block] | 2018 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 August 17, 2020. $ 1,388,122 $ 1,388,122 Convertible notes in default due to Harold Aubrey de Lavenu, a Director of CEN, bearing interest at 5% per annum. This note is convertible to 548,980 common shares with maturity dates of March 31, 2019. 878,368 1,050,000 Convertible note in default due to Alex Tarrabain, a Director of CEN, bearing interest at 5% per annum. This note is convertible to 30,000 common shares with a maturity date of March 31, 2019. 48,000 48,000 Convertible notes due to Joseph Byrne, CEO of CEN, bearing interest at 12% per annum. This note is convertible to 140,120 common shares with a maturity date of August 17, 2020 224,191 224,191 Total convertible notes payable - related party 2,538,681 2,710,313 Less current portion 926,368 2,210,313 Convertible notes payable - related party, less current portion $ 1,612,313 $ 500,000 |
Note 13 - Income Taxes (Tables)
Note 13 - Income Taxes (Tables) | 12 Months Ended |
Dec. 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 $ 9,700,000 $ 5,900,000 Deferred tax asset valuation allowance (9,700,000 ) (5,900,000 ) Net deferred tax asset $ - $ - |
Note 16 - Lease (Including Re_2
Note 16 - Lease (Including Related Parties) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Year Amount 2019 $ 36,451 2020 36,451 2021 36,451 Total $ 109,353 Year Amount 2019 $ 22,940 2020 22,940 2021 22,940 2022 24,660 2023 29,818 Thereafter 111,819 Total $ 235,117 |
Note 17 - Stock Based Compens_2
Note 17 - Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | 2018 2017 Stock Based Compensation $ 682,000 $ 7,777,900 Professional fees 12,241 806,000 Security consulting - related party - 620,000 Legal 77,500 161,200 Total $ 771,741 $ 9,365,100 |
Nonvested Restricted Stock Shares Activity [Table Text Block] | Number of Shares Weighted- Average Grant Date Fair Value per Share Weighted- Average Remaining Contractual Term (Years) Non-vested at January 1, 2017 - $ - - Granted 18,280,000 0.62 3.00 Vested (14,317,500 ) 0.62 - Forfeited - - - Non-vested at December 31, 2017 3,962,500 0.62 2.92 Granted 157,120 0.65 - Vested (1,507,120 ) 0.62 - Forfeited - - - Non-vested at December 31, 2018 2,612,500 $ 0.62 2.00 |
Note 20 - Net Loss Per Share (T
Note 20 - Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Tables | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | 2018 2017 Convertible debt 4,154,760 2,962,811 |
Note 22 - Fair Value Disclosu_2
Note 22 - Fair Value Disclosures (Tables) | 12 Months Ended |
Dec. 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 December 31, 2018: Cash and cash equivalents $ 3,193 $ - $ 3,193 $ - $ 3,193 Other receivables $ 418,905 $ - $ - $ 418,905 $ 418,905 Note receivable - related party $ 44,859 $ - $ - $ 44,859 $ 44,859 Advances to CEN Biotech Ukraine, LLC - related party $ 875,328 $ - $ - $ 875,328 $ 875,328 Loans payable $ 10,107,205 $ - $ - $ 10,107,205 $ 10,107,205 Loans payable – related parties $ 1,360,806 $ - $ - $ - $ - Patent acquisition liability $ 1,010,000 $ - $ - $ 1,010,000 $ 1,010,000 Convertible notes payable $ 5,143,647 $ - $ - $ 5,534,810 $ 5,534,810 Convertible notes payable – related parties $ 2,538,681 $ - $ - $ - $ - 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 1 - Nature of Business (De
Note 1 - Nature of Business (Details Textual) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Stockholders' Equity Attributable to Parent, Ending Balance | $ (21,261,393) | $ (19,014,651) | $ (14,044,146) | $ (5,807,665) |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Asset, Useful Life | 16 years | |
Asset Impairment Charges, Total | $ 1,270,115 | $ 0 |
Research and Development Expense, Total | $ 41,000 | $ 32,000 |
Minimum [Member] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Maximum [Member] | ||
Property, Plant and Equipment, Useful Life | 7 years |
Note 3 - New Accounting Stand_2
Note 3 - New Accounting Standards (Details Textual) - Subsequent Event [Member] | Jan. 01, 2019USD ($) |
Operating Lease, Right-of-Use Asset | $ 256,000 |
Operating Lease, Liability, Total | $ 256,000 |
Note 4 - Going Concern Uncert_2
Note 4 - Going Concern Uncertainty Management Plans (Details Textual) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Retained Earnings (Accumulated Deficit), Ending Balance | $ (35,655,053) | $ (28,124,692) |
Note 5 - Property, Plant and _3
Note 5 - Property, Plant and Improvements, Net (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Depreciation, Total | $ 14,230 | $ 1,767 |
Note 5 - Property, Plant and _4
Note 5 - Property, Plant and Improvements, Net - Property, Plant and Improvement Placed in Service (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Accumulated depreciation and amortization | $ (17,322) | $ (3,092) |
Net property, plant and improvements | 166,509 | 14,576 |
Leasehold Improvements [Member] | ||
Property, plant and equipment, gross | 166,163 | |
Furniture and Equipment [Member] | ||
Property, plant and equipment, gross | $ 17,668 | $ 17,668 |
Note 6 - Improvements in Proc_2
Note 6 - Improvements in Process (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Tangible Asset Impairment Charges, Total | $ 1,270,115 | $ 1,270,115 | $ 0 |
Transfer of Improvements in Process to Property, Plant and Equipment | $ 160,724 |
Note 7 - Advances to CEN Biot_2
Note 7 - Advances to CEN Biotech Ukraine (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
CEN Biotech Ukraine [Member] | ||
Payments to Fund Long-term Loans to Related Parties | $ 875,328 | $ 775,328 |
Note 8 - Intangible Assets (Det
Note 8 - Intangible Assets (Details Textual) - USD ($) | Sep. 12, 2016 | Mar. 31, 2018 | Mar. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Stock Issued During Period, Value, Purchase of Assets | $ 5,000,000 | |||||
Development of Acquired Technology, Annual Compensation for Specialist | $ 200,000 | |||||
Noncash or Part Noncash Acquisition, Noncash Consideration, Liability Incurred | $ 4,380,000 | $ 4,380,000 | ||||
Adjustments to Additional Paid in Capital, Patent Acquisition Liability Modification | $ 4,380,000 | 4,380,000 | ||||
Contingent Consideration Classified as Equity, Fair Value Disclosure | 1,010,000 | |||||
Impairment of Real Estate | $ 0 | $ 0 | ||||
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 | $ 283,215 | |||||
Tesla Digital [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 8 - Intangible Assets - In
Note 8 - Intangible Assets - Intangible Assets (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Lighting patent | $ 6,797,000 | $ 6,797,000 |
Accumulated amortization | (991,229) | (566,417) |
Net | $ 5,805,771 | $ 6,230,583 |
Note 9 - Loans Payable (Details
Note 9 - Loans Payable (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument, Debt Default, Amount | $ 9,675,000 | |
Equipment Pledged as Collateral | 9,000 | |
Stock Issued During Period, Value, New Issues | $ 131,878 | |
Individual Lenders [Member] | ||
Stock Issued During Period, Shares, New Issues | 76,400 | 0 |
Stock Issued During Period, Value, New Issues | $ 54,388 |
Note 9 - Loans Payable - Loans
Note 9 - Loans Payable - Loans Payable (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Loans payable | $ 10,107,205 | $ 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 | 282,205 | 306,883 |
Short-term Loan Payable to an Individual [Member] | ||
Loans payable | 50,000 | |
Second Short-term Loan Payable to an Individual [Member] | ||
Loans payable | $ 100,000 |
Note 9 - Loans Payable - Loan_2
Note 9 - Loans Payable - Loans Payable (Details) (Parentheticals) - CAD ($) | 12 Months Ended | |
Dec. 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 | Nov. 21, 2018 | Nov. 21, 2018 |
Original Amount | $ 385,000 | $ 385,000 |
Short-term Loan Payable to an Individual [Member] | ||
Maturity Date | Jan. 16, 2019 | Jan. 16, 2019 |
Share Interest (in shares) | 2,000 | 2,000 |
Second Short-term Loan Payable to an Individual [Member] | ||
Maturity Date | Mar. 16, 2019 | Mar. 16, 2019 |
Share Interest (in shares) | 4,000 | 4,000 |
Note 10 - Loans Payable - Rel_3
Note 10 - Loans Payable - Related Parties (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Interest Expense, Related Party | $ 430,818 | $ 336,139 |
Stock Issued During Period, Value, New Issues | $ 131,878 | |
Related Parties Lenders [Member] | ||
Stock Issued During Period, Shares, New Issues | 108,000 | 0 |
Stock Issued During Period, Value, New Issues | $ 77,490 | |
Loans Payable to Related Party [Member] | ||
Interest Payable, Related Party | 357,373 | $ 248,100 |
Interest Expense, Related Party | $ 184,250 | $ 89,892 |
Note 10 - Loans Payable - Rel_4
Note 10 - Loans Payable - Related Parties - Loans Payable to Related Parties (Details) - Loans Payable to Related Party [Member] - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Long-term Debt | $ 1,360,806 | $ 1,138,923 |
Less: current portion | 1,360,806 | 838,923 |
Long-term portion loans payable - related party | 300,000 | |
Bill Chaaban, President of Cen Biotech [Member] | ||
Long-term Debt | 234,306 | 237,423 |
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 10 - Loans Payable - Rel_5
Note 10 - Loans Payable - Related Parties - Loans Payable to Related Parties (Details) (Parentheticals) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Bill Chaaban, President of Cen Biotech [Member] | Loans Payable to Related Party [Member] | ||
Interest Rate | 10.00% | 10.00% |
Maturity Date | Dec. 31, 2018 | Dec. 31, 2018 |
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] | Loans Payable to Related Party [Member] | ||
Maturity Date | Mar. 16, 2019 | Mar. 16, 2019 |
Share Interest (in shares) | 4,000 | 4,000 |
Director, Alex Tarrabain [Member] | ||
Interest Rate | 5.00% | 5.00% |
Maturity Date | Mar. 31, 2019 | Mar. 31, 2019 |
Director, Alex Tarrabain [Member] | Loans Payable to Related Party [Member] | ||
Maturity Date | Mar. 16, 2019 | Mar. 16, 2019 |
Share Interest (in shares) | 3,000 | 3,000 |
Joseph Byrne [Member] | Loans Payable to Related Party [Member] | ||
Maturity Date | Mar. 16, 2019 | Mar. 16, 2019 |
Share Interest (in shares) | 2,000 | 2,000 |
Note 11 - Convertible Notes (De
Note 11 - Convertible Notes (Details Textual) | Apr. 15, 2019USD ($) | Dec. 31, 2018 |
Subsequent Event [Member] | ||
Convertible Debt, Total | $ 200,675 | |
Convertible Debt [Member] | ||
Debt Instrument, Convertible, Number of Equity Instruments | 3,019,851 | |
Convertible Debt in Default [Member] | Subsequent Event [Member] | ||
Debt Instrument, Convertible, Number of Equity Instruments | 827,402 | |
Convertible Debt, Total | $ 1,318,287 |
Note 11 - Convertible Notes - C
Note 11 - Convertible Notes - Convertible Notes (Details) - Convertible Debt [Member] - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Long-term Debt | $ 5,143,647 | $ 3,670,172 |
Less: current portion | 3,597,760 | 1,461,979 |
Long-term portion loans payable - related party | 1,545,887 | 2,208,193 |
Convertible Payable 1 [Member] | ||
Long-term Debt | 809,755 | 880,567 |
Convertible Notes 2 [Member] | ||
Long-term Debt | $ 4,333,892 | $ 2,789,605 |
Note 11 - Convertible Notes -_2
Note 11 - Convertible Notes - Convertible Notes (Details) (Parentheticals) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Convertible Debt [Member] | ||
Conversion Rights | 3,019,851 | |
Convertible Payable 1 [Member] | Convertible Debt [Member] | ||
Interest Rate | 7.00% | 7.00% |
Conversion Rights | 335,833 | 335,833 |
Convertible Notes 2 [Member] | ||
Interest Rate | 5.00% | 5.00% |
Conversion Rights | 2,684,018 | 2,684,018 |
Maturing Dates Range | May 2018 and November 2020 | May 2018 and November 2020 |
Note 12 - Convertible Notes -_3
Note 12 - Convertible Notes - Related Parties (Details Textual) | Apr. 15, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Interest Expense, Related Party | $ 430,818 | $ 336,139 | |
Subsequent Event [Member] | |||
Convertible Debt, Total | $ 200,675 | ||
Convertible Debt Payable to Related Party [Member] | |||
Interest Payable, Related Party | 588,854 | 344,801 | |
Interest Expense, Related Party | $ 246,568 | $ 246,247 | |
Debt Instrument, Convertible, Number of Equity Instruments | 1,586,676 | ||
Convertible Debt Payable to Related Party [Member] | Subsequent Event [Member] | |||
Convertible Debt, Total | $ 926,368 | ||
Convertible Debt to Related Party in Default [Member] | Subsequent Event [Member] | |||
Debt Instrument, Convertible, Number of Equity Instruments | 578,980 |
Note 12 - Convertible Notes -_4
Note 12 - Convertible Notes - Related Parties - Convertible Notes Payable to Related Parties (Details) - Convertible Debt Payable to Related Party [Member] - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Long-term Debt | $ 2,538,681 | $ 2,710,313 |
Less: current portion | 926,368 | 2,210,313 |
Long-term portion loans payable - related party | 1,612,313 | 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 | 878,368 | 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 12 - Convertible Notes -_5
Note 12 - Convertible Notes - Related Parties - Convertible Notes Payable to Related Parties (Details) (Parentheticals) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Director, Harold Aubrey de Lavenu [Member] | ||
Interest Rate | 5.00% | 5.00% |
Conversion Rights | 548,980 | 548,980 |
Maturing Dates | Mar. 31, 2019 | Mar. 31, 2019 |
Director, Alex Tarrabain [Member] | ||
Interest Rate | 5.00% | 5.00% |
Conversion Rights | 30,000 | 30,000 |
Maturing Dates | Mar. 31, 2019 | Mar. 31, 2019 |
Convertible Debt Payable to Related Party [Member] | ||
Conversion Rights | 1,586,676 | |
Convertible Debt Payable to Related Party [Member] | Bill Chaaban, President of Cen Biotech [Member] | ||
Interest Rate | 12.00% | 12.00% |
Conversion Rights | 867,576 | 867,576 |
Maturing Dates | Aug. 17, 2020 | Aug. 17, 2020 |
Convertible Debt Payable to Related Party [Member] | Joseph Byrne [Member] | ||
Interest Rate | 12.00% | 12.00% |
Conversion Rights | 140,120 | 140,120 |
Maturing Dates | Aug. 17, 2020 | Aug. 17, 2020 |
Note 13 - Income Taxes (Details
Note 13 - Income Taxes (Details Textual) | Dec. 31, 2018USD ($) |
Operating Loss Carryforwards, Total | $ 36,500,000 |
Note 13 - Income Taxes - Reconc
Note 13 - Income Taxes - Reconciliation of Effective Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 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 13 - Income Taxes - Deferr
Note 13 - Income Taxes - Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax asset - net operating losses | $ 9,700,000 | $ 5,900,000 |
Deferred tax asset valuation allowance | (9,700,000) | (5,900,000) |
Net deferred tax asset |
Note 14 - Shareholders' Defic_2
Note 14 - Shareholders' Deficit Stock Activity (Details Textual) | Nov. 27, 2018$ / sharesshares | Dec. 11, 2017$ / sharesshares | Dec. 31, 2018$ / sharesshares | Dec. 31, 2017$ / sharesshares |
Common Stock, No Par Value | $ / shares | $ 0 | $ 0 | ||
Common Stock, Shares Authorized to be Issued, Shares | 4,606,527 | |||
Preferred Stock [Member] | ||||
Stock Repurchased and Retired During Period, Shares | 100,000 | |||
Preferred Stock [Member] | President [Member] | ||||
Stock Repurchased and Retired During Period, Shares | 99,286 | |||
Stock Repurchased, Price Per Share | $ / shares | $ 9.93 | |||
Preferred Stock, Voting Rights Per Each Share | 500 | |||
Preferred Stock [Member] | James Robinson [Member] | ||||
Stock Repurchased and Retired During Period, Shares | 714 | |||
Stock Repurchased, Price Per Share | $ / shares | $ 0.07 | |||
Preferred Stock, Voting Rights Per Each Share | 500 |
Note 15 - Related Party Trans_2
Note 15 - Related Party Transactions (Details Textual) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 03, 2017 | Dec. 02, 2017 | Jul. 12, 2017 | |
Adjustments to Additional Paid in Capital, Dividends in Excess of Retained Earnings | $ 255,141 | ||||
Long-term Convertible Notes Payable to Multiple Private Investors [Member] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||
CEN Biotech Ukraine [Member] | |||||
Business Acquisition, Percentage of Voting Interests Acquired | 51.00% | ||||
CEN Biotech Ukraine [Member] | |||||
Due from Related Parties, Total | $ 875,328 | 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 | 150,778 | 767,249 | |||
Due to Related Parties, Total | $ 0 | 11,986 | |||
R&D Labs Canada, Inc [Member] | Purchased Equipment in Exchange for Note Payable [Member] | |||||
Notes Payable, Related Parties | $ 300,000 |
Note 16 - Lease (Including Re_3
Note 16 - Lease (Including Related Parties) (Details Textual) | Oct. 01, 2017CAD ($) | Sep. 01, 2013CAD ($) | Sep. 30, 2022USD ($) | Jan. 31, 2017CAD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Jan. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2014a |
General and Administrative Expense [Member] | |||||||||
Operating Leases, Rent Expense, Total | $ 253,695 | $ 105,332 | |||||||
Convertible Debt Issued to Lessor's Creditor [Member] | |||||||||
Convertible Debt, Total | $ 824,446 | ||||||||
Lease Arrangement, 20 North Rear Road [Member] | |||||||||
Area of Land | a | 10.4 | ||||||||
Operating Lease Annual Rent | $ 339,000 | ||||||||
Accrued Rent | $ 552,934 | ||||||||
Operating Lease, Monthly Rent | $ 4,000 | ||||||||
Lessee, Operating Lease, Term of Contract | 5 years | ||||||||
Leases Office Space from R&D Labs Canada, Inc [Member] | |||||||||
Operating Lease, Monthly Rent | $ 2,608 | ||||||||
Operating Leases, Rent Expense, Total | $ 24,000 | $ 6,000 | |||||||
Leases Office Space from R&D Labs Canada, Inc [Member] | Scenario, Forecast [Member] | |||||||||
Operating Lease, Monthly Rent | $ 3,390 |
Note 16 - Lease (Including Re_4
Note 16 - Lease (Including Related Parties) - Future Minimum Operating Lease Payments (Details) | Dec. 31, 2018USD ($) |
Lease Arrangement, 20 North Rear Road [Member] | |
2019 | $ 36,451 |
2020 | 36,451 |
2021 | 36,451 |
Total | 109,353 |
2019 | 36,451 |
2020 | 36,451 |
2021 | 36,451 |
Leases Office Space from R&D Labs Canada, Inc [Member] | |
2019 | 22,940 |
2020 | 22,940 |
2021 | 22,940 |
Total | 235,117 |
2019 | 22,940 |
2020 | 22,940 |
2021 | 22,940 |
2022 | 24,660 |
2023 | 29,818 |
Thereafter | $ 111,819 |
Note 17 - Stock Based Compens_3
Note 17 - Stock Based Compensation (Details Textual) - USD ($) | Dec. 31, 2018 | Jun. 19, 2018 | Jun. 07, 2018 | Nov. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Nov. 29, 2017 | Dec. 31, 2016 |
Stock Issued During Period, Shares, Issued for Services | 12,120 | 125,000 | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ 1,298,900 | $ 1,298,900 | ||||||
President [Member] | ||||||||
Employment Agreement, Base Annual Salary | $ 31,200 | |||||||
Employment Agreement, Compensation, Shares of Restricted Stock | 8,750,000 | |||||||
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] | Vested Immediately [Member] | ||||||||
Employment Agreement, Compensation, Shares of Restricted Stock | 325,000 | |||||||
Vice President [Member] | ||||||||
Employment Agreement, Base Annual Salary | $ 31,200 | |||||||
Employment Agreement, Compensation, Shares of Restricted Stock | 750,000 | |||||||
Vice President [Member] | Vested Immediately [Member] | ||||||||
Employment Agreement, Compensation, Shares of Restricted Stock | 300,000 | |||||||
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] | Vested Immediately [Member] | ||||||||
Employment Agreement, Compensation, Shares of Restricted Stock | 4,140,000 | |||||||
Restricted Stock [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 157,120 | 18,280,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 1,507,120 | 14,317,500 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grant DateFair Value | $ 102,141 | $ 11,333,600 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Ending Balance | 2,612,500 | 2,612,500 | 3,962,500 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 157,120 | |||||||
Restricted Stock [Member] | Vesting Pro-rate Over the Requisite Service Period [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Ending Balance | 3,962,500 | |||||||
Restricted Stock [Member] | Additional Vested Shares [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 1,350,000 | |||||||
Restricted Stock [Member] | President [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 20,000 | |||||||
Restricted Stock [Member] | Chief Executive Officer [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 20,000 | |||||||
Restricted Stock [Member] | Vice President [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 20,000 | |||||||
Restricted Stock [Member] | Senior Executive Vice President and Chief Financial Officer [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 20,000 | |||||||
Restricted Stock [Member] | Director, Harold Aubrey de Lavenu [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 20,000 | |||||||
Restricted Stock [Member] | Director, Alex Tarrabain [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 20,000 | |||||||
Restricted Stock [Member] | Director, Ameen Ferris [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 20,000 | |||||||
Restricted Stock [Member] | Director,Donald Strilchuck [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 20,000 | |||||||
Restricted Stock [Member] | Director Usamakh Saadikh [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 20,000 | |||||||
Restricted Shares Issued for Security Consulting Services [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 1,870,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 1,330,000 | |||||||
Restricted Shares Issued for Security Consulting Services [Member] | Director,Donald Strilchuck [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 1,000,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 550,000 | |||||||
2017 Equity Compensation Plan [Member] | ||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 20,000,000 |
Note 17 - Stock Based Compens_4
Note 17 - Stock Based Compensation - Compensation Expenses (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Compensation expense | $ 771,741 | $ 9,365,100 |
Stock Based Compensation [Member] | ||
Compensation expense | 682,000 | 7,777,900 |
Professional Fees [Member] | ||
Compensation expense | 12,241 | 806,000 |
Security Consulting, Related Party [Member] | ||
Compensation expense | 620,000 | |
Legal [Member] | ||
Compensation expense | $ 77,500 | $ 161,200 |
Note 17 - Stock Based Compens_5
Note 17 - Stock Based Compensation - Restricted Stock Award Activity (Details) - Restricted Stock [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
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 | 2 years 335 days | |
Granted, number of share (in shares) | 157,120 | 18,280,000 | |
Granted, weithged average grant date fair value (in dollars per share) | $ 0.65 | $ 0.62 | |
Granted, weighted average remaining contractual term (Year) | 3 years | ||
Vested, number of share (in shares) | (1,507,120) | (14,317,500) | |
Vested, weithged average grant date fair value (in dollars per share) | $ 0.62 | $ 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) | 2,612,500 | 3,962,500 | |
Non-vested, weithged average grant date fair value (in dollars per share) | $ 0.62 | $ 0.62 |
Note 18 - Eastern Starr (Detail
Note 18 - Eastern Starr (Details Textual) | Aug. 22, 2017USD ($) |
Eastern Starr [Member] | |
Business Combination, Consideration Transferred, Total | $ 3,000 |
Note 19 - Other Receivable (Det
Note 19 - Other Receivable (Details Textual) - Line of Credit to Clear Com [Member] | May 31, 2017USD ($) | May 31, 2017CAD ($) |
Unfunded Line of Credit Commitment, Maximum | $ 733,000 | $ 1,000,000 |
Receivables, Interest Rate | 2.00% | 2.00% |
Allowance for Doubtful Accounts Receivable, Ending Balance | $ 0 |
Note 20 - Net Loss Per Share -
Note 20 - Net Loss Per Share - Antidilutive Securities (Details) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Convertible Debt Securities [Member] | ||
Antidilutive Securities (in shares) | 4,154,760 | 2,962,811 |
Note 22 - Fair Value Disclosu_3
Note 22 - Fair Value Disclosures - Fair Value of Financial Instruments (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Reported Value Measurement [Member] | ||
Cash and cash equivalents | $ 3,193 | $ 84,978 |
Other receivables | 418,905 | 222,562 |
Note receivable - related party | 44,859 | 44,859 |
Ukraine, LLC - related party | 875,328 | 775,328 |
Loans payable | 10,107,205 | 9,981,883 |
Loans payable – related parties | 1,360,806 | 1,138,923 |
Patent acquisition liability | 1,010,000 | |
Convertible notes payable | 5,143,647 | 3,670,172 |
Convertible notes payable – related parties | 2,538,681 | 2,710,313 |
Estimate of Fair Value Measurement [Member] | ||
Cash and cash equivalents | 3,193 | 84,978 |
Other receivables | 418,905 | 222,562 |
Note receivable - related party | 44,859 | 44,859 |
Ukraine, LLC - related party | 875,328 | 775,328 |
Loans payable | 10,107,205 | 9,981,883 |
Loans payable – related parties | ||
Patent acquisition liability | 1,010,000 | |
Convertible notes payable | 5,534,810 | 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 | ||
Ukraine, LLC - related party | ||
Loans payable | ||
Loans payable – related parties | ||
Patent acquisition liability | ||
Convertible notes payable | ||
Convertible notes payable – related parties | ||
Estimate of Fair Value Measurement [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Cash and cash equivalents | 3,193 | 84,978 |
Other receivables | ||
Note receivable - related party | ||
Ukraine, LLC - related party | ||
Loans payable | ||
Loans payable – related parties | ||
Patent acquisition liability | ||
Convertible notes payable | ||
Convertible notes payable – related parties | ||
Estimate of Fair Value Measurement [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Cash and cash equivalents | ||
Other receivables | 418,905 | 222,562 |
Note receivable - related party | 44,859 | 44,859 |
Ukraine, LLC - related party | 875,328 | 775,328 |
Loans payable | 10,107,205 | 9,981,883 |
Loans payable – related parties | ||
Patent acquisition liability | 1,010,000 | |
Convertible notes payable | 5,534,810 | 3,831,760 |
Convertible notes payable – related parties |
Note 23 - Share Purchase Agre_2
Note 23 - Share Purchase Agreement (Details Textual) - AstralENERGY [Member] | Jul. 31, 2018shares |
Business Acquisition, Percentage of Voting Interests Acquired | 70.00% |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 2,500,000 |
Note 24 - Subsequent Events (De
Note 24 - Subsequent Events (Details Textual) - Subsequent Event [Member] | Apr. 15, 2019USD ($)shares |
Convertible Debt, Total | $ | $ 200,675 |
Debt Conversion Rights, Common Stock, Shares | shares | 125,422 |