Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 19, 2019 | |
Document Information [Line Items] | ||
Entity Registrant Name | CEN BIOTECH INC | |
Entity Central Index Key | 0001653821 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | true | |
Entity Common Stock, Shares Outstanding (in shares) | 26,843,363 | |
Entity Shell Company | false | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 15,972 | $ 3,193 |
Property, plant and improvements | ||
Property and equipment, net | 157,317 | 166,509 |
Other assets | ||
Operating lease right-of-use assets | 250,484 | |
Other receivable | 419,958 | 418,905 |
Note receivable – related party | 44,859 | 44,859 |
Advances to CEN Biotech Ukraine LLC – related party | 995,328 | 875,328 |
Intangible assets, net | 5,593,365 | 5,805,771 |
Total assets | 7,477,283 | 7,314,565 |
Current liabilities | ||
Accounts payable | 206,521 | 206,521 |
Loans payable | 10,119,178 | 10,107,205 |
Loans payable – related parties | 1,362,318 | 1,360,806 |
Convertible notes payable | 4,318,916 | 3,597,760 |
Convertible notes payable – related parties | 926,368 | 926,368 |
Accrued interest | 8,206,898 | 6,860,494 |
Accrued interest – related parties | 1,119,126 | 946,227 |
Operating lease liabilities | 42,306 | |
Accrued expenses | 492,235 | 402,377 |
Total current liabilities | 26,793,866 | 24,407,758 |
Operating lease liabilities, less current portion | 205,327 | |
Patent acquisition liability | 1,010,000 | 1,010,000 |
Convertible notes, less current portion | 1,386,122 | 1,545,887 |
Convertible notes – related parties, less current portion | 1,632,313 | 1,612,313 |
Total liabilities | 31,027,628 | 28,575,958 |
Shareholders’ deficit | ||
Common stock; unlimited authorized shares; 26,813,363 and 25,473,363 issued and outstanding as of June 30, 2019 and December 31, 2018, respectively. No par value. | ||
Additional paid-in capital | 15,198,110 | 14,393,660 |
Accumulated deficit | (38,748,455) | (35,655,053) |
Total shareholders’ deficit | (23,550,345) | (21,261,393) |
Total liabilities and shareholders’ deficit | $ 7,477,283 | $ 7,314,565 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares $ / shares in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Common stock, par value (in dollars per share) | $ 0 | $ 0 |
Common stock, shares issued (in shares) | 26,813,363 | 25,473,363 |
Common stock, shares outstanding (in shares) | 26,813,363 | 25,473,363 |
Common stock, shares authorized | Unlimited | Unlimited |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Operating expenses | ||||
Consulting fees | $ 178 | $ 48,500 | $ 19,120 | $ 60,485 |
Consulting fees – related parties | 37,759 | 45,839 | 68,959 | 77,039 |
Stock based compensation | 546,150 | 179,800 | 713,550 | 347,200 |
General and administrative | 412,527 | 694,595 | 600,212 | 1,136,434 |
Total operating expenses | 996,614 | 968,734 | 1,401,841 | 1,621,158 |
Loss from operations | (996,614) | (968,734) | (1,401,841) | (1,621,158) |
Other income (expense) | ||||
Interest expense | (714,791) | (608,670) | (1,416,679) | (1,203,173) |
Interest expense – related parties | (114,226) | (105,292) | (227,439) | (209,578) |
Interest income | 2,052 | 0 | 4,097 | |
Foreign exchange gain (loss) | (27,046) | 23,155 | (51,540) | 53,598 |
Other expense, net | (854,011) | (690,807) | (1,691,561) | (1,359,153) |
Net loss | $ (1,850,625) | $ (1,659,541) | $ (3,093,402) | $ (2,980,311) |
Net loss per share: | ||||
Basic and diluted (in dollars per share) | $ (0.07) | $ (0.07) | $ (0.12) | $ (0.12) |
Weighted average number of shares outstanding | ||||
Basic and diluted (in shares) | 26,173,473 | 25,222,721 | 25,836,540 | 25,188,132 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balances (in shares) at Dec. 31, 2017 | 25,131,843 | |||
Balances at Dec. 31, 2017 | $ 9,110,041 | $ (28,124,692) | $ (19,014,651) | |
Patent acquisition liability modification | 4,380,000 | 4,380,000 | ||
Stock-based compensation (in shares) | 20,000 | |||
Stock-based compensation | 347,200 | 347,200 | ||
Issuance of common stock – interest shares (in shares) | 96,400 | |||
Issuance of common stock – interest shares | 59,768 | 59,768 | ||
Issuance of common stock – legal consulting (in shares) | 125,000 | |||
Issuance of common stock – legal consulting | 77,500 | 77,500 | ||
Net loss | (2,980,311) | (2,980,311) | ||
Balances (in shares) at Jun. 30, 2018 | 25,373,243 | |||
Balances at Jun. 30, 2018 | 13,974,509 | (31,105,003) | (17,130,494) | |
Balances (in shares) at Dec. 31, 2018 | 25,473,363 | |||
Balances at Dec. 31, 2018 | 14,393,660 | (35,655,053) | (21,261,393) | |
Stock-based compensation (in shares) | 1,250,000 | |||
Stock-based compensation | 713,550 | 713,550 | ||
Issuance of common stock – interest shares (in shares) | 90,000 | |||
Issuance of common stock – interest shares | 90,900 | 90,900 | ||
Net loss | (3,093,402) | (3,093,402) | ||
Balances (in shares) at Jun. 30, 2019 | 26,813,363 | |||
Balances at Jun. 30, 2019 | $ 15,198,110 | $ (38,748,455) | $ (23,550,345) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities | ||
Net loss | $ (3,093,402) | $ (2,980,311) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 9,192 | 5,038 |
Amortization | 212,406 | 212,406 |
Stock-based compensation – employees | 713,550 | 347,200 |
Stock-based compensation – others | 77,500 | |
Non-cash interest expense | 1,382,764 | 1,170,577 |
Non-cash interest expense – related parties | 227,439 | 209,576 |
Deferred lease expense | 27,152 | |
Foreign exchange loss (gain) | 51,540 | (53,598) |
Changes in operating assets and liabilities which provided (used) cash | ||
Lease right-of-use assets | 5,842 | |
Other receivable | (1,053) | (242,558) |
Accounts payable | (3,698) | 62,580 |
Operating lease liabilities | 8,693 | |
Accrued expenses | 89,858 | 44,103 |
Net cash used in operating activities | (414,255) | (1,120,335) |
Cash flows from investing activities | ||
Advance on business acquisition | (120,000) | |
Leasehold improvements in progress | (5,439) | |
Net cash used in investing activities | (120,000) | (5,439) |
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 | |
Issuance of convertible notes | 533,034 | 707,800 |
Repayment of convertible notes | (6,000) | (20,000) |
Issuance of convertible notes – related parties | 20,000 | |
Net cash provided by financing activities | 547,034 | 1,062,800 |
Net increase (decrease) in cash and cash equivalents | 12,779 | (62,974) |
Cash and cash equivalents, beginning of period | 3,193 | 84,978 |
Cash and cash equivalents, end of period | 15,972 | 22,004 |
Supplemental cash flows disclosures | ||
Cash paid for interest | 33,913 | 32,598 |
Non-cash transactions - investing and financing activities | ||
Patent acquisition liability modification | $ 4,380,000 |
Note 1 - Basis of Presentation
Note 1 - Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | NOTE 1 The accompanying unaudited interim condensed 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, 2018 There have been no 10 December 31, 2018. Loss per Share Net loss per common share is computed pursuant to ASC 260 - 10 - 45. Basic loss per share is computed based on the weighted average number of common shares outstanding during the period. Diluted net loss per share is calculated by dividing net loss by the diluted weighted average common shares outstanding, which includes the effect of potentially dilutive securities. During periods when there is a net loss, all potentially dilutive shares are anti-dilutive and are excluded from the calculation of net loss per share. Diluted earnings per share is similarly computed except that the denominator includes the effect, using the treasury stock method, of unvested restricted stock and convertible notes, if including such potential shares of common stock is dilutive. For the three -months ended June 30, 2019 and 2018, the common stock equivalents of the convertible note agreements were not included in diluted earnings per share computations because their effect was antidilutive. Share Purchase Agreement On July 31, 2018, the Company entered into a Share Purchase Agreement with AstralENERGY Solar Manufacturing Corporation, LTD. (“AstralENERGY”) to acquire 70% of the outstanding common stock of AstralENERGY. The Company will issue an aggregate 2,500,000 shares of common stock of the Company as consideration for the acquisition. AstralENERGY is a manufacturer of architecturally designed solar panels for residential and commercial solar production and has also developed integrated multi-function LED street lighting systems. Consummation of the acquisition is subject to the completion of certain conditions specified in the agreement. As of August 19, 2019, this transaction has not closed. Merger Agreement On June 21, 2019, Company entered into a Merger Agreement (the “Merger Agreement”) with Caduceus Software Systems Corp. (“CSOC”), Caduceus Merger Sub, Inc., a Wyoming corporation and a wholly owned subsidiary of CSOC (the “Merger Sub”). Pursuant to the Merger Agreement, the Company, the Merger Sub and CSOC agreed to effect a merger transaction, pursuant to which the Company will merge with and into the Merger Sub, with the Company surviving and being a wholly owned subsidiary of CSOC (the “Merger”). Subject to satisfaction or waiver of certain conditions set forth in the Merger Agreement, at the closing, the Merger will be consummated by filing Articles of Merger (the “Articles of Merger”) with the Secretary of State of Wyoming and by making all other filings or recordings required under the Wyoming Business Corporation Act, as in effect and as the same may be amended from time to time (the “WBCA”) in connection with the Merger, in such form as is required by, and executed in accordance with the relevant provisions of, the WBCA. The Merger will become effective when Articles of Merger are filed with the Secretary of State of Wyoming, or at such other time as the parties agree, which shall be specified in the Articles of Merger (the “Effective Time”). Upon the Effective Time, each share of the Company’s issued and outstanding common stock, no par value per share, (the “CEN Common Stock”) shall be converted into and shall become one ( 1 ) fully paid and nonassessable share of common stock, par value $0.001 per share, of CSOC (the “CSOC Common Stock”). Any fractional shares of CEN Common Stock issued and outstanding immediately prior to the Effective Time shall, be converted into and shall become the same fraction of a fully paid and nonassessable share of CSOC Common Stock, such that, for such fraction of a share of CEN Common Stock, the holder thereof will be issued an equal fraction of a share of CSOC Common Stock. Each share of CEN Common Stock issued and outstanding immediately prior to the Effective Time that is owned by CSOC or the Merger Sub and each share of CEN Common Stock that is owned by the Company as treasury stock shall be cancelled and retired and cease to exist, and no payment or distribution shall be made with respect thereto. At the Effective Time, any outstanding shares of CSOC Common Stock that are owned by CSOC, the Merger Sub or any other direct or indirect wholly owned subsidiary thereof, shall be cancelled and retired and shall cease to exist and no cash or other consideration shall be delivered or deliverable in exchange therefor. Upon the closing of the Merger Agreement (the “Closing”) the current members of the CSOC Board of Directors (the “CSOC Board”) shall take such actions as required to expand the CSOC Board to be at least four ( 4 ) persons total, and thereafter to add three ( 3 ) persons designated by the Company as new members of the CSOC Board, after which the current members of the CSOC Board shall resign. Additionally, pursuant to the Merger Agreement, at the Closing, all current officers of CSOC shall resign, and the new members of the CSOC Board as reconstituted pursuant to the foregoing, shall elect new officers of CSOC. The Merger Agreement includes customary representations, warranties and covenants by the respective parties. For example, in the Merger Agreement CSOC represents and warrants to the Company that the financials statements of CSOC to be provided to the Company pursuant to the terms of the Merger Agreement, will be complete and will be based on the books and records of CSOC, and fairly present the financial condition of CSOC as of the respective dates they were prepared and the results of the operations of CSOC for the periods indicated, in all material respects. The Company and CSOC have each agreed, that from the Effective Time, until the first to occur of the Closing or the termination of the Merger Agreement, not to solicit or initiate discussions with third parties regarding other acquisition proposals. Pursuant to the Merger Agreement, CSOC agreed to undertake the following actions following the Effective Time and prior to the Closing: ● file a Form 10 Registration Statement with the Securities and Exchange Commission (the “SEC”) and be current in its reporting requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); ● complete a 1 for 5,000 reverse split of the CSOC Common Stock; ● redeem or terminate any derivatives of CSOC; ● amend and restate its Articles of Incorporation as to be agreed by the parties, and cause such amendment to be filed with the Wyoming Secretary of State and to become effective under all applicable Laws; ● convert all of its existing debt, whether existing as of the Effective Time or thereafter, into shares of CSOC Common Stock, pursuant to Debt Conversion Agreements, in the form as to be agreed by the parties such that CSOC has no liabilities as of the Effective Time; and ● file a Form 14f - 1 with the SEC at least 10 days prior to the Closing. Pursuant to the Merger Agreement, the Company agreed to undertake the following actions following the Effective Time and prior to the Closing: ● amend the terms of any promissory notes or other debt instruments or agreement which are convertible into shares of CEN Common Stock such that such instruments or agreements are, following the Effective Time, convertible into shares of CSOC Common Stock; and ● amend the terms of any acquisition agreements in place at the Company, whether currently or at any time prior to the Closing, such that such agreements are freely assignable by the Company to CSOC following the Closing and such that, upon completion of the acquisitions or transactions set forth therein, the counterparties to such agreements shall be entitled to receive shares of CSOC Common Stock instead of shares of CEN Common Stock. Consummation of the Merger is subject to various customary conditions, each as more fully described in the Merger Agreement. In addition to customary closing conditions and other closing conditions further described in the Merger Agreement, the Closing is conditioned upon: ● CSOC having no more than 731,680 shares of CSOC Common Stock issued and outstanding as of immediately prior to the Closing; ● CSOC having no liabilities as of the Closing; ● CSOC being current in all of its reporting requirements pursuant to the Exchange Act and the Securities Act of 1933, as amended; and ● delivery by CSOC to the Company all of the Merger deliverables as set forth in the Merger Agreement, including, but not limited to resignations of the directors and officers of CSOC and written evidence of the termination of any and all stockholder, voting, buy-sell or similar agreements by and among CSOC and any of its shareholders. Pursuant to the terms of the Merger Agreement, if CSOC or the Merger Sub or the Company fails to perform any of their respective material obligations under the Merger Agreement, or are in breach in any material respect of any representation, warranty, covenant or agreement on the part of such party, and such failure or breach is not cured within five ( 5 ) business days, then the party who is in such failure or makes such breach shall be in default under the Merger Agreement. In the event of a default, the non-defaulting party will be entitled to either ( 1 ) bring an action for specific performance of the Merger Agreement or ( 2 ) terminate the Merger Agreement and to proceed against the defaulting party for payment of expenses as further detailed in the Merger Agreement. The Merger Agreement can be terminated any time prior to the Closing pursuant to the following: ● mutual written consent of the Company and CSOC; ● by CSOC or the Company, upon written notice to the other parties, if there shall be in effect a final non-appealable order, judgment, injunction or decree entered by or with any governmental authority restraining, enjoining or otherwise prohibiting the consummation of the Merger; ● by CSOC, upon written notice to the Company if there shall have been a default by the Company under the Merger Agreement; ● by the Company, upon written notice to CSOC, if there shall have been a default by CSOC under the Merger Agreement; ● by CSOC, upon written notice to the Company, in the event that a material adverse effect with respect to the Company has occurred prior to the Closing; ● by the Company, upon written notice to CSOC, in the event that a material adverse effect with respect to CSOC or the Merger Sub has occurred prior to the Closing; ● by the Company, upon written notice to CSOC, at any time prior to the Closing if the results of the Company’s due diligence review of CSOC and/or the Merger Sub are unsatisfactory to the Company in its sole discretion; or ● by either the Company or CSOC if the Closing has not occurred by August 30, 2019. If the Merger Agreement is terminated pursuant to a default on the part of the Company, CSOC may then seek from the Company cash equal to CSOC’s reasonable out of pocket costs incurred in connection with the Merger Agreement, subject to a maximum payment of $150,000. If the Merger Agreement is terminated pursuant to a default on the part of the CSOC, the Company may then seek from CSOC cash equal to the Company’s reasonable out of pocket costs incurred in connection with the Merger Agreement, subject to a maximum payment of $150,000 and an additional sum of $50,000. If the Merger Agreement is terminated because the Closing does not occur for any reason, other than the default thereunder of any of the parties, the parties shall not owe each other any payment amounts. The Merger Agreement also includes indemnification by CSOC of the Company, and by the Company of CSOC, as further described therein, for any losses incurred due to (i) any inaccuracy in or breach of any representations or warranties by the other party as set forth in the Merger Agreement, (ii) any breach or non-fulfillment of any covenant, agreement or obligation of such party as set forth in the Merger Agreement, or (iii) any claim by any person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any such person with the other party in connection with transactions contemplated by the Merger Agreement. There can be no assurance that Merger Agreement will close, or that the transactions contemplated thereby can be completed as planned, or at all. As of August 19, 2019, the Merger Agreement has not closed. The Company has not determined how to account for this transaction as of August 19, 2019. |
Note 2 - New Accounting Standar
Note 2 - New Accounting Standard | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | NOTE 2 Adoption of New Accounting Standard The Company adopted Accounting Standards Codification (ASC) 842, Leases January 1, 2019, not The new lease standard requires all leases to be reported on the balance sheet as right-of-use assets and lease obligations. We elected the practical expedients permitted under the transition guidance of the new standard. |
Note 3 - Going Concern Uncertai
Note 3 - Going Concern Uncertainty / Management Plans | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Substantial Doubt about Going Concern [Text Block] | NOTE 3 The accompanying condensed 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 $38,748,455 June 30, 2019 no not not 7, 8, 9, 10. no not The Company’s cash position may not |
Note 4 - Property, Plant and Im
Note 4 - Property, Plant and Improvements, Net | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 4 Property and equipment, net consists of the following as of: June 30, 2019 December 31, 2018 Leasehold improvements $ 166,163 $ 166,163 Furniture and equipment 17,668 17,668 Accumulated depreciation (26,514 ) (17,322 ) Net property, plant and improvements $ 157,317 $ 166,509 Depreciation expense was $4,596 three June 30, 2019 2018, $9,192 $5,038 six June 30, 2019 2018, |
Note 5 - Advances to CEN Biotec
Note 5 - Advances to CEN Biotech Ukraine | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Advances to Related Party [Text Block] | NOTE 5 At June 30, 2019 December 31, 2018, $995,328 $875,328, 13 |
Note 6 - Intangible Assets
Note 6 - Intangible Assets | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | NOTE 6 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 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 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. April 3, 2019, December 31, 2019. $4,380,000 June 30, 2019 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: June 30, 2019 December 31, 2018 Lighting patent $ 6,797,000 $ 6,797,000 Accumulated amortization (1,203,635 ) (991,229 ) Net $ 5,593,365 $ 5,805,771 As of June 30, 2019 December 31, 2018, no The lighting patent is being amortized straight-line over 16 $424,812 2031, $283,215 2032. |
Note 7 - Loans Payable
Note 7 - Loans Payable | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Short-term Debt [Text Block] | NOTE 7 Loans payable consist of the following: June 30, 2019 December 31, 2018 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. 294,178 282,205 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 July 16, 2019. 50,000 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 July 16, 2019. 100,000 100,000 Total loans payable (all current) $ 10,119,178 $ 10,107,205 We are in default of $9,675,000 $9,000. not During the three June 30, 2019 2018, 18,000 26,000 three June 30, 2019 2018, $18,180 $16,120 During the six June 30, 2019 2018, 36,000 42,400 six June 30, 2019 2018, $36,360 $26,288 |
Note 8 - Loans Payable - Relate
Note 8 - Loans Payable - Related Party | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Loans Payable to Related Party [Text Block] | NOTE 8 – LOANS PAYABLE- RELATED PARTY Loans payable - related party consists of the following: June 30, 2019 December 31, 2018 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. $ 235,818 $ 234,306 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 July 16, 2019. 100,000 100,000 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 July 16, 2019. 75,000 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 July 16, 2019. 50,000 50,000 Total loans payable - related party 1,362,318 1,360,806 Less: current portion 1,362,318 1,360,806 Long-term portion loans payable - related party $ - $ - Attributable related party accrued interest was $411,345 $357,373 June 30, 2019 December 31, 2018, $54,428 $43,367 three June 30, 2019 2018, $108,512 $86,409 six June 30, 2019 2018, During both three June 30, 2019 2018, 27,000 three June 30, 2019 2018, $27,270 $16,740 During both six June 30, 2019 2018, 54,000 six June 30, 2019 2018, $54,540 $33,480 |
Note 9 - Convertible Notes
Note 9 - Convertible Notes | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Long-term Debt [Text Block] | NOTE 9 Convertible notes payable consists of the following: June 30, 2019 December 31, 2018 Convertible note payable, due on demand, bearing interest at 7% per annum with conversion rights for 335,833 common shares. $ 844,111 $ 809,755 Convertible notes payable to multiple private investors, including certain notes in default, bearing interest at 5% per annum with conversion rights for 3,013,190 common shares, maturing at various dates between May 2018 and May 2021. 4,860,927 4,333,892 Total convertible notes payable 5,705,038 5,143,647 Less current portion 4,318,916 3,597,760 Convertible notes payable, less current portion $ 1,386,122 $ 1,545,887 These notes may 3,349,023 As of August 19, 2019, $2,054,707 1,287,652 |
Note 10 - Convertible Notes - R
Note 10 - Convertible Notes - Related Party | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Long-term Convertible Notes Related Party [Text Block] | NOTE 1 0 – CONVERTIBLE NOTES - RELATED PARTY Convertible notes - related party consists of the following at: June 30, 2019 December 31, 2018 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. These notes are convertible to 548,980 common shares which matured on March 31, 2019. 878,368 878,368 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 and matured on 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 Convertible note due to Darren Ferris, brother of Ameen Ferris, a Director of CEN, bearing interest at 5% per annum. This note is convertible to 12,500 common shares with a maturity date of June 19, 2021. 20,000 - Total convertible notes payable - related party 2,558,681 2,538,681 Less current portion 926,368 926,368 Convertible notes payable - related party, less current portion $ 1,632,313 $ 1,612,313 Attributable related party accrued interest was $707,781 $588,854 June 30, 2019 December 31, 2018, $59,798, $61,925 three June 30, 2019 2018, $118,927 $123,169 six June 30, 2019 2018, These notes may 1,599,176 As of August 19, 2019, $926,368 578,980 |
Note 11 - Income Taxes
Note 11 - Income Taxes | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | NOTE 11 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 six June 30: 2019 2018 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 June 30, 2019, $23,100,000 may 20 2034. may not not June 30, 2019 December 31, 2018 Deferred tax asset - net operating losses $ 6,100,000 $ 9,700,000 Deferred tax asset valuation allowance (6,100,000 ) (9,700,000 ) Net deferred tax asset $ - $ - The change in the valuation allowance amounted to ( $3,900,000 $400,000 three June 30, 2019 2018, $3,600,000 $800,000 six June 30, 2019 2018, 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 June 30, 2019, no no no 2015. |
Note 12 - Shareholders' Deficit
Note 12 - Shareholders' Deficit / Stock Activity | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 12 The Company is authorized to issue an unlimited number of common shares and an unlimited number of special voting shares. Common shares have no As of June 30, 2019, 4,948,199 |
Note 13 - Related Party Transac
Note 13 - Related Party Transactions | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | NOTE 13 The Company has received loans from several related parties, as described above in Notes 8 10. There are advances of $995,328 $875,328 June 30, 2019 December 31, 2018, December 3, 2017, 51% December 3, 2017, 25.5% December 14, 2017, 51% not August 19, 2019, On July 12, 2017, 5% During the three June 30, 2019 2018, $33,800 $45,839, $65,000 $77,039 six June 30, 2019 2018, June 30, 2019 December 31, 2018, $189,800 $124,800, During 2017, $300,000 $255,141 $44,859 10 2017 2026. No June 30, 2019, The Company leases 20 10.4 two one 27,000 one 53,000 4,000 4 th 2018. The 20 September 1, 2013 $339,000, December 31, 2016, $552,934, January 2017, $4,000 five $824,446 5 4 th 2018, June 30, 2019, $83,408 $80,351, 8% three June 30, 2019 2018, $9,106 $22,689, $15,092 $45,572 six June 30, 2019 2018, 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 June 30, 2019, $167,076 $167,282, 8% three June 30, 2019 2018, $7,060 $5,942, $12,039 $12,010 six June 30, 2019 2018, As of June 30, 2019, 6.6 8%. |
Note 14 - Stock Based Compensat
Note 14 - Stock Based Compensation | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Share-based Payment Arrangement [Text Block] | NOTE 14 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, former Senior Executive Vice President and Chief Financial Officer of the Company, currently serving as Senior Executive Vice President 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 On May 16, 2019, one one May 21, 2019 ( July 2017, In conjunction with the above, on May 16, 2019, ● Under the Employment Agreement with Alex Tarrabain, Chief Financial Officer and as one $31,200 1,250,000 350,000 36 Restricted Stock Awards The total grant-date fair value of the restricted shares noted in the employment agreements and equity compensation grants sections above was $12,698,241 June 30, 2019 $11,435,741 December 31, 2018. three six June 30, 2019 2018, 1,250,000 $1,262,500 145,000 $89,900 three During the three June 30, 2019 2018, 712,500 337,500, six June 30, 2019 2018, 1,050,000 675,000 $588,000 $209,250 three June 30, 2019 2018, $797,250 $418,500 six June 30, 2019 2018, Compensation expense recognized in connection with the restricted stock awards was $546,150 $179,800 three June 30, 2019 2018, $713,550 $347,200 six June 30, 2019 2018, $77,500 three six June 30, 2018. Non-vested restricted stock award activity for the six June 30, 2019 2018 Number of Shares Weighted- Average Grant Date Fair Value per Share Weighted- Average Remaining Contractual Term (Years) Non-vested at January 1, 2018 3,962,500 $ 0.62 2.92 Granted 145,000 0.62 - Vested (820,000 ) 0.62 - Forfeited - - - Non-vested at June 30, 2018 3,287,500 $ 0.62 2.50 Non-vested at December 31, 2018 2,612,500 $ 0.62 2.00 Granted 1,250,000 1.01 - Vested (1,050,000 ) 0.83 - Forfeited - - - Non-vested at June 30, 2019 2,812,500 $ 0.74 1.97 The fair value of the restricted stock grants was based on the valuation of a third $1,847,850 June 30, 2019. |
Note 15 - Net Loss Per Share
Note 15 - Net Loss Per Share | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | NOTE 15 – 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 June 30, 2019 2018. three six June 30, 2019 2018 Three-months Ended June 30, Six-months Ended June 30, 2019 2018 2019 2018 Convertible debt 4,882,922 4,291,436 4,746,243 3,969,963 |
Note 16 - Contingency
Note 16 - Contingency | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 16 – 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 | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | NOTE 17 – 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 June 30, 2019: Cash and cash equivalents $ 15,972 $ - $ 15,972 $ - $ 15,972 Other receivables $ 419,958 $ - $ - $ 419,958 $ 419,958 Note receivable - related party $ 44,859 $ - $ - $ 44,859 $ 44,859 Advances to CEN Biotech Ukraine, LLC - related party $ 995,328 $ - $ - $ 995,328 $ 995,328 Loans payable $ 10,119,178 $ - $ - $ 10,119,178 $ 10,119,178 Loans payable - related parties $ 1,362,318 $ - $ - $ - $ - Patent acquisition liability $ 1,010,000 $ - $ - $ 1,010,000 $ 1,010,000 Convertible notes payable $ 5,705,038 $ - $ - $ 6,240,408 $ 6,240,408 Convertible notes payable - related parties $ 2,558,681 $ - $ - $ - $ - 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 $ - $ - $ - $ - 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 is based upon a valuation report obtained from a 3 rd |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
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 June 30, 2019 2018, not |
Business Combinations Policy [Policy Text Block] | Share Purchase Agreement On July 31, 2018, 70% 2,500,000 August 19, 2019, not Merger Agreement On June 21, 2019, Subject to satisfaction or waiver of certain conditions set forth in the Merger Agreement, at the closing, the Merger will be consummated by filing Articles of Merger (the “Articles of Merger”) with the Secretary of State of Wyoming and by making all other filings or recordings required under the Wyoming Business Corporation Act, as in effect and as the same may Upon the Effective Time, each share of the Company’s issued and outstanding common stock, no one 1 $0.001 no no Upon the closing of the Merger Agreement (the “Closing”) the current members of the CSOC Board of Directors (the “CSOC Board”) shall take such actions as required to expand the CSOC Board to be at least four 4 three 3 The Merger Agreement includes customary representations, warranties and covenants by the respective parties. For example, in the Merger Agreement CSOC represents and warrants to the Company that the financials statements of CSOC to be provided to the Company pursuant to the terms of the Merger Agreement, will be complete and will be based on the books and records of CSOC, and fairly present the financial condition of CSOC as of the respective dates they were prepared and the results of the operations of CSOC for the periods indicated, in all material respects. The Company and CSOC have each agreed, that from the Effective Time, until the first not third Pursuant to the Merger Agreement, CSOC agreed to undertake the following actions following the Effective Time and prior to the Closing: ● file a Form 10 1934, ● complete a 1 5,000 ● redeem or terminate any derivatives of CSOC; ● amend and restate its Articles of Incorporation as to be agreed by the parties, and cause such amendment to be filed with the Wyoming Secretary of State and to become effective under all applicable Laws; ● convert all of its existing debt, whether existing as of the Effective Time or thereafter, into shares of CSOC Common Stock, pursuant to Debt Conversion Agreements, in the form as to be agreed by the parties such that CSOC has no ● file a Form 14f 1 10 Pursuant to the Merger Agreement, the Company agreed to undertake the following actions following the Effective Time and prior to the Closing: ● amend the terms of any promissory notes or other debt instruments or agreement which are convertible into shares of CEN Common Stock such that such instruments or agreements are, following the Effective Time, convertible into shares of CSOC Common Stock; and ● amend the terms of any acquisition agreements in place at the Company, whether currently or at any time prior to the Closing, such that such agreements are freely assignable by the Company to CSOC following the Closing and such that, upon completion of the acquisitions or transactions set forth therein, the counterparties to such agreements shall be entitled to receive shares of CSOC Common Stock instead of shares of CEN Common Stock. Consummation of the Merger is subject to various customary conditions, each as more fully described in the Merger Agreement. In addition to customary closing conditions and other closing conditions further described in the Merger Agreement, the Closing is conditioned upon: ● CSOC having no 731,680 ● CSOC having no ● CSOC being current in all of its reporting requirements pursuant to the Exchange Act and the Securities Act of 1933, ● delivery by CSOC to the Company all of the Merger deliverables as set forth in the Merger Agreement, including, but not Pursuant to the terms of the Merger Agreement, if CSOC or the Merger Sub or the Company fails to perform any of their respective material obligations under the Merger Agreement, or are in breach in any material respect of any representation, warranty, covenant or agreement on the part of such party, and such failure or breach is not five 5 1 2 The Merger Agreement can be terminated any time prior to the Closing pursuant to the following: ● mutual written consent of the Company and CSOC; ● by CSOC or the Company, upon written notice to the other parties, if there shall be in effect a final non-appealable order, judgment, injunction or decree entered by or with any governmental authority restraining, enjoining or otherwise prohibiting the consummation of the Merger; ● by CSOC, upon written notice to the Company if there shall have been a default by the Company under the Merger Agreement; ● by the Company, upon written notice to CSOC, if there shall have been a default by CSOC under the Merger Agreement; ● by CSOC, upon written notice to the Company, in the event that a material adverse effect with respect to the Company has occurred prior to the Closing; ● by the Company, upon written notice to CSOC, in the event that a material adverse effect with respect to CSOC or the Merger Sub has occurred prior to the Closing; ● by the Company, upon written notice to CSOC, at any time prior to the Closing if the results of the Company’s due diligence review of CSOC and/or the Merger Sub are unsatisfactory to the Company in its sole discretion; or ● by either the Company or CSOC if the Closing has not August 30, 2019. If the Merger Agreement is terminated pursuant to a default on the part of the Company, CSOC may $150,000. may $150,000 $50,000. not not The Merger Agreement also includes indemnification by CSOC of the Company, and by the Company of CSOC, as further described therein, for any losses incurred due to (i) any inaccuracy in or breach of any representations or warranties by the other party as set forth in the Merger Agreement, (ii) any breach or non-fulfillment of any covenant, agreement or obligation of such party as set forth in the Merger Agreement, or (iii) any claim by any person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any such person with the other party in connection with transactions contemplated by the Merger Agreement. There can be no As of August 19, 2019, not not August 19, 2019. |
Note 4 - Property, Plant and _2
Note 4 - Property, Plant and Improvements, Net (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | June 30, 2019 December 31, 2018 Leasehold improvements $ 166,163 $ 166,163 Furniture and equipment 17,668 17,668 Accumulated depreciation (26,514 ) (17,322 ) Net property, plant and improvements $ 157,317 $ 166,509 |
Note 6 - Intangible Assets (Tab
Note 6 - Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | June 30, 2019 December 31, 2018 Lighting patent $ 6,797,000 $ 6,797,000 Accumulated amortization (1,203,635 ) (991,229 ) Net $ 5,593,365 $ 5,805,771 |
Note 7 - Loans Payable (Tables)
Note 7 - Loans Payable (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Notes Tables | |
Schedule of Short-term Debt [Table Text Block] | June 30, 2019 December 31, 2018 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. 294,178 282,205 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 July 16, 2019. 50,000 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 July 16, 2019. 100,000 100,000 Total loans payable (all current) $ 10,119,178 $ 10,107,205 |
Note 8 - Loans Payable - Rela_2
Note 8 - Loans Payable - Related Party (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Notes Tables | |
Schedule of Loans Payable to Related Party [Table Text Block] | June 30, 2019 December 31, 2018 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. $ 235,818 $ 234,306 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 July 16, 2019. 100,000 100,000 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 July 16, 2019. 75,000 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 July 16, 2019. 50,000 50,000 Total loans payable - related party 1,362,318 1,360,806 Less: current portion 1,362,318 1,360,806 Long-term portion loans payable - related party $ - $ - |
Note 9 - Convertible Notes (Tab
Note 9 - Convertible Notes (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Notes Tables | |
Schedule of Long-term Debt Instruments [Table Text Block] | June 30, 2019 December 31, 2018 Convertible note payable, due on demand, bearing interest at 7% per annum with conversion rights for 335,833 common shares. $ 844,111 $ 809,755 Convertible notes payable to multiple private investors, including certain notes in default, bearing interest at 5% per annum with conversion rights for 3,013,190 common shares, maturing at various dates between May 2018 and May 2021. 4,860,927 4,333,892 Total convertible notes payable 5,705,038 5,143,647 Less current portion 4,318,916 3,597,760 Convertible notes payable, less current portion $ 1,386,122 $ 1,545,887 |
Note 10 - Convertible Notes -_2
Note 10 - Convertible Notes - Related Party (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Notes Tables | |
Schedule of Convertible Notes Payable to Related Party [Table Text Block] | June 30, 2019 December 31, 2018 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. These notes are convertible to 548,980 common shares which matured on March 31, 2019. 878,368 878,368 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 and matured on 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 Convertible note due to Darren Ferris, brother of Ameen Ferris, a Director of CEN, bearing interest at 5% per annum. This note is convertible to 12,500 common shares with a maturity date of June 19, 2021. 20,000 - Total convertible notes payable - related party 2,558,681 2,538,681 Less current portion 926,368 926,368 Convertible notes payable - related party, less current portion $ 1,632,313 $ 1,612,313 |
Note 11 - Income Taxes (Tables)
Note 11 - Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Notes Tables | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | 2019 2018 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] | June 30, 2019 December 31, 2018 Deferred tax asset - net operating losses $ 6,100,000 $ 9,700,000 Deferred tax asset valuation allowance (6,100,000 ) (9,700,000 ) Net deferred tax asset $ - $ - |
Note 14 - Stock Based Compens_2
Note 14 - Stock Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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 January 1, 2018 3,962,500 $ 0.62 2.92 Granted 145,000 0.62 - Vested (820,000 ) 0.62 - Forfeited - - - Non-vested at June 30, 2018 3,287,500 $ 0.62 2.50 Non-vested at December 31, 2018 2,612,500 $ 0.62 2.00 Granted 1,250,000 1.01 - Vested (1,050,000 ) 0.83 - Forfeited - - - Non-vested at June 30, 2019 2,812,500 $ 0.74 1.97 |
Note 15 - Net Loss Per Share (T
Note 15 - Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Notes Tables | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Three-months Ended June 30, Six-months Ended June 30, 2019 2018 2019 2018 Convertible debt 4,882,922 4,291,436 4,746,243 3,969,963 |
Note 17 - Fair Value Disclosu_2
Note 17 - Fair Value Disclosures (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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 June 30, 2019: Cash and cash equivalents $ 15,972 $ - $ 15,972 $ - $ 15,972 Other receivables $ 419,958 $ - $ - $ 419,958 $ 419,958 Note receivable - related party $ 44,859 $ - $ - $ 44,859 $ 44,859 Advances to CEN Biotech Ukraine, LLC - related party $ 995,328 $ - $ - $ 995,328 $ 995,328 Loans payable $ 10,119,178 $ - $ - $ 10,119,178 $ 10,119,178 Loans payable - related parties $ 1,362,318 $ - $ - $ - $ - Patent acquisition liability $ 1,010,000 $ - $ - $ 1,010,000 $ 1,010,000 Convertible notes payable $ 5,705,038 $ - $ - $ 6,240,408 $ 6,240,408 Convertible notes payable - related parties $ 2,558,681 $ - $ - $ - $ - 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 $ - $ - $ - $ - |
Note 1 - Basis of Presentatio_2
Note 1 - Basis of Presentation and Summary of Significant Accounting Policies (Details Textual) | Jul. 31, 2018shares | Sep. 30, 2019USD ($)$ / sharesshares |
CSOC [Member] | Forecast [Member] | ||
Merger, Share Conversion, Per Each Share | shares | 1 | |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | |
Number of Board Members | 4 | |
Number of New Board Members | 3 | |
Business Combination, Maximum Payment Upon Termination | $ | $ 150,000 | |
Business Combination, Amount Received Upon Termination | $ | 150,000 | |
Business Combination, Additional Amount Received Upon Termination | $ | $ 50,000 | |
CSOC [Member] | Forecast [Member] | Maximum [Member] | ||
Merger, Closing Conditions, Maximum Number of Common Stock Shares Issued and Outstanding | shares | 731,680 | |
CSOC [Member] | Forecast [Member] | Reverse Stock Split [Member] | ||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 5,000 | |
AstralENERGY [Member] | ||
Sale of Stock, Percentage of Ownership after Transaction | 70.00% | |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 2,500,000 |
Note 3 - Going Concern Uncert_2
Note 3 - Going Concern Uncertainty / Management Plans (Details Textual) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Retained Earnings (Accumulated Deficit), Ending Balance | $ (38,748,455) | $ (35,655,053) |
Note 4 - Property, Plant and _3
Note 4 - Property, Plant and Improvements, Net (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Depreciation, Total | $ 4,596 | $ 4,596 | $ 9,192 | $ 5,038 |
Note 4 - Property, Plant and _4
Note 4 - Property, Plant and Improvements, Net - Property, Plant and Improvement Placed in Service (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Accumulated depreciation | $ (26,514) | $ (17,322) |
Net property, plant and improvements | 157,317 | 166,509 |
Leasehold Improvements [Member] | ||
Property, plant and equipment, gross | 166,163 | 166,163 |
Furniture and Equipment [Member] | ||
Property, plant and equipment, gross | $ 17,668 | $ 17,668 |
Note 5 - Advances to CEN Biot_2
Note 5 - Advances to CEN Biotech Ukraine (Details Textual) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
CEN Biotech Ukraine [Member] | ||
Payments to Fund Long-term Loans to Related Parties | $ 995,328 | $ 875,328 |
Note 6 - Intangible Assets (Det
Note 6 - Intangible Assets (Details Textual) - USD ($) | Sep. 12, 2016 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2018 |
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 | ||||
Contingent Consideration Classified as Equity, Fair Value Disclosure | 1,010,000 | $ 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 Thirteen | $ 283,215 | |||||
Adjustments to Additional Paid in Capital, Patent Acquisition Liability Modification | $ 4,380,000 | $ 4,380,000 | ||||
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 6 - Intangible Assets - In
Note 6 - Intangible Assets - Intangible Assets (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Lighting patent | $ 6,797,000 | $ 6,797,000 |
Accumulated amortization | (1,203,635) | (991,229) |
Net | $ 5,593,365 | $ 5,805,771 |
Note 7 - Loans Payable (Details
Note 7 - Loans Payable (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Debt Instrument, Debt Default, Amount | $ 9,675,000 | $ 9,675,000 | ||
Equipment Pledged as Collateral | $ 9,000 | 9,000 | ||
Stock Issued During Period, Value, New Issues | $ 90,900 | $ 59,768 | ||
Individual Lenders [Member] | ||||
Stock Issued During Period, Shares, New Issues | 18,000 | 26,000 | 36,000 | 42,400 |
Stock Issued During Period, Value, New Issues | $ 18,180 | $ 16,120 | $ 36,360 | $ 26,288 |
Note 7 - Loans Payable - Loans
Note 7 - Loans Payable - Loans Payable (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Loans payable | $ 10,119,178 | $ 10,107,205 |
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 | 294,178 | 282,205 |
Short-term Loan Payable to an Individual [Member] | ||
Loans payable | 50,000 | 50,000 |
Second Short-term Loan Payable to an Individual [Member] | ||
Loans payable | $ 100,000 | $ 100,000 |
Note 7 - Loans Payable - Loan_2
Note 7 - Loans Payable - Loans Payable (Details) (Parentheticals) - CAD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
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 | Jul. 16, 2019 | Jul. 16, 2019 |
Share Interest (in shares) | 2,000 | 2,000 |
Second Short-term Loan Payable to an Individual [Member] | ||
Maturity Date | Jul. 16, 2019 | Jul. 16, 2019 |
Share Interest (in shares) | 4,000 | 4,000 |
Note 8 - Loans Payable - Rela_3
Note 8 - Loans Payable - Related Party (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Interest Expense, Related Party | $ 114,226 | $ 105,292 | $ 227,439 | $ 209,578 | |
Stock Issued During Period, Value, New Issues | $ 90,900 | $ 59,768 | |||
Related Parties Lenders [Member] | |||||
Stock Issued During Period, Shares, New Issues | 27,000 | 27,000 | 54,000 | 54,000 | |
Stock Issued During Period, Value, New Issues | $ 27,270 | $ 16,740 | $ 54,540 | $ 33,480 | |
Loans Payable to Related Party [Member] | |||||
Interest Payable, Related Party | 411,345 | 411,345 | $ 357,373 | ||
Interest Expense, Related Party | $ 54,428 | $ 43,367 | $ 108,512 | $ 86,409 |
Note 8 - Loans Payable - Rela_4
Note 8 - Loans Payable - Related Party - Loans Payable to Related Parties (Details) - Loans Payable to Related Party [Member] - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Long-term Debt | $ 1,362,318 | $ 1,360,806 |
Less: current portion | 1,362,318 | 1,360,806 |
Long-term portion loans payable - related party | ||
Bill Chaaban, President of Cen Biotech [Member] | ||
Long-term Debt | 235,818 | 234,306 |
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 | 100,000 |
Director, Alex Tarrabain [Member] | ||
Long-term Debt | 75,000 | 75,000 |
Joseph Byrne [Member] | ||
Long-term Debt | $ 50,000 | $ 50,000 |
Note 8 - Loans Payable - Rela_5
Note 8 - Loans Payable - Related Party - Loans Payable to Related Parties (Details) (Parentheticals) - shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
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 | Jul. 16, 2019 | Jul. 16, 2019 |
Share Interest (in shares) | 4,000 | 4,000 |
Director, Alex Tarrabain [Member] | ||
Interest Rate | 5.00% | |
Maturity Date | Mar. 31, 2019 | |
Director, Alex Tarrabain [Member] | Loans Payable to Related Party [Member] | ||
Maturity Date | Jul. 16, 2019 | Jul. 16, 2019 |
Share Interest (in shares) | 3,000 | 3,000 |
Joseph Byrne [Member] | Loans Payable to Related Party [Member] | ||
Maturity Date | Jul. 16, 2019 | Jul. 16, 2019 |
Share Interest (in shares) | 2,000 | 2,000 |
Note 9 - Convertible Notes (Det
Note 9 - Convertible Notes (Details Textual) - Convertible Debt [Member] | Aug. 19, 2019USD ($) | Jun. 30, 2019 |
Debt Instrument, Convertible, Number of Equity Instruments | 3,349,023 | |
Subsequent Event [Member] | ||
Debt Instrument, Convertible, Number of Equity Instruments | 1,287,652 | |
Convertible Debt, Total | $ 2,054,707 |
Note 9 - Convertible Notes - Co
Note 9 - Convertible Notes - Convertible Notes (Details) - Convertible Debt [Member] - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Long-term Debt | $ 5,705,038 | $ 5,143,647 |
Less: current portion | 4,318,916 | 3,597,760 |
Long-term portion loans payable - related party | 1,386,122 | 1,545,887 |
Convertible Notes 1[Member] | ||
Long-term Debt | 844,111 | 809,755 |
Convertible Notes 2 [Member] | ||
Long-term Debt | $ 4,860,927 | $ 4,333,892 |
Note 9 - Convertible Notes - _2
Note 9 - Convertible Notes - Convertible Notes (Details) (Parentheticals) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Convertible Notes 1[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 | 3,013,190 | 3,013,190 |
Maturing Dates Range Start | May 1, 2018 | May 1, 2018 |
Maturing Dates Range End | May 31, 2021 | May 31, 2021 |
Note 10 - Convertible Notes -_3
Note 10 - Convertible Notes - Related Party (Details Textual) | Aug. 19, 2019USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) |
Interest Expense, Related Party | $ 114,226 | $ 105,292 | $ 227,439 | $ 209,578 | ||
Convertible Debt Payable to Related Party [Member] | ||||||
Interest Payable, Related Party | 707,781 | 707,781 | $ 588,854 | |||
Interest Expense, Related Party | $ 59,798 | $ 61,925 | $ 118,927 | $ 123,169 | ||
Debt Instrument, Convertible, Number of Equity Instruments | 1,599,176 | |||||
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 10 - Convertible Notes -_4
Note 10 - Convertible Notes - Related Party - Convertible Notes Payable to Related Parties (Details) - Convertible Debt Payable to Related Party [Member] - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Long-term Debt | $ 2,558,681 | $ 2,538,681 |
Less: current portion | 926,368 | 926,368 |
Long-term portion loans payable - related party | 1,632,313 | 1,612,313 |
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 | 878,368 |
Director, Alex Tarrabain [Member] | ||
Long-term Debt | 48,000 | 48,000 |
Joseph Byrne [Member] | ||
Long-term Debt | 224,191 | 224,191 |
Brother of Director Ameen Ferris [Member] | ||
Long-term Debt | $ 20,000 |
Note 10 - Convertible Notes -_5
Note 10 - Convertible Notes - Related Party - Convertible Notes Payable to Related Parties (Details) (Parentheticals) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Director, Harold Aubrey de Lavenu [Member] | ||
Interest Rate | 5.00% | |
Conversion Rights | 548,980 | |
Maturing Dates | Mar. 31, 2019 | |
Director, Alex Tarrabain [Member] | ||
Interest Rate | 5.00% | |
Conversion Rights | 30,000 | |
Maturing Dates | Mar. 31, 2019 | |
Brother of Director Ameen Ferris [Member] | ||
Interest Rate | 5.00% | |
Conversion Rights | 12,500 | |
Maturing Dates | Jun. 19, 2021 | |
Convertible Debt Payable to Related Party [Member] | ||
Conversion Rights | 1,599,176 | |
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 11 - Income Taxes (Details
Note 11 - Income Taxes (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Operating Loss Carryforwards, Total | $ 23,100,000 | $ 23,100,000 | ||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ (3,900,000) | $ 400,000 | $ (3,600,000) | $ 800,000 |
Domestic Tax Authority [Member] | Canada Revenue Agency [Member] | ||||
Open Tax Year | 2015 2016 2017 2018 |
Note 11 - Income Taxes - Reconc
Note 11 - Income Taxes - Reconciliation of Effective Tax Rate (Details) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
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 ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Deferred tax asset - net operating losses | $ 6,100,000 | $ 9,700,000 |
Deferred tax asset valuation allowance | (6,100,000) | (9,700,000) |
Net deferred tax asset |
Note 12 - Shareholders' Defic_2
Note 12 - Shareholders' Deficit / Stock Activity (Details Textual) - $ / shares $ / shares in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Common Stock, No Par Value | $ 0 | $ 0 |
Convertible Debt [Member] | ||
Common Stock, Capital Shares Reserved for Future Issuance | 4,948,199 |
Note 13 - Related Party Trans_2
Note 13 - Related Party Transactions (Details Textual) | Sep. 01, 2022CAD ($) | Oct. 01, 2017CAD ($) | Sep. 01, 2013CAD ($) | Jan. 31, 2017CAD ($) | Jun. 30, 2019USD ($)a | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)a | Jun. 30, 2018USD ($) | Dec. 31, 2017USD ($) | Jun. 03, 2019USD ($) | May 20, 2019 | Dec. 31, 2018USD ($) | Dec. 03, 2017 | Dec. 02, 2017 | Jul. 12, 2017 | Jan. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Operating Lease, Right-of-Use Asset | $ 250,484 | $ 250,484 | |||||||||||||||
Operating Lease, Weighted Average Remaining Lease Term | 6 years 219 days | 6 years 219 days | |||||||||||||||
Operating Lease, Weighted Average Discount Rate, Percent | 8.00% | 8.00% | |||||||||||||||
Lease Arrangement, 20 North Rear Road [Member] | |||||||||||||||||
Area of Land | a | 10.4 | 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 | ||||||||||||||||
Operating Lease, Right-of-Use Asset | $ 83,408 | $ 83,408 | |||||||||||||||
Operating Lease, Liability, Total | $ 80,351 | $ 80,351 | |||||||||||||||
Lessee, Operating Lease, Discount Rate | 8.00% | 8.00% | |||||||||||||||
Lease Arrangement, 20 North Rear Road [Member] | General and Administrative Expense [Member] | |||||||||||||||||
Operating Lease, Expense | $ 9,106 | $ 22,689 | $ 15,092 | $ 45,572 | |||||||||||||
Leases Office Space from R&D Labs Canada, Inc [Member] | |||||||||||||||||
Operating Lease, Monthly Rent | $ 3,390 | $ 2,608 | |||||||||||||||
Operating Lease, Right-of-Use Asset | $ 167,076 | ||||||||||||||||
Operating Lease, Liability, Total | $ 167,282 | ||||||||||||||||
Lessee, Operating Lease, Discount Rate | 8.00% | ||||||||||||||||
Leases Office Space from R&D Labs Canada, Inc [Member] | General and Administrative Expense [Member] | |||||||||||||||||
Operating Lease, Expense | 7,060 | 5,942 | 12,039 | 12,010 | |||||||||||||
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] | |||||||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 51.00% | ||||||||||||||||
CEN Biotech Ukraine [Member] | |||||||||||||||||
Due from Related Parties, Total | 995,328 | 995,328 | 875,328 | ||||||||||||||
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 | 33,800 | $ 45,839 | 65,000 | $ 77,039 | |||||||||||||
Due to Related Parties, Total | $ 189,800 | $ 189,800 | $ 124,800 | ||||||||||||||
R&D Labs Canada, Inc [Member] | Purchased Equipment in Exchange for Note Payable [Member] | |||||||||||||||||
Notes Payable, Related Parties | $ 300,000 |
Note 14 - Stock Based Compens_3
Note 14 - Stock Based Compensation (Details Textual) - USD ($) | May 16, 2019 | Dec. 31, 2018 | Jun. 19, 2018 | Jun. 07, 2018 | Nov. 30, 2017 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Nov. 29, 2017 |
Stock Issued During Period, Shares, Issued for Services | 12,120 | 125,000 | |||||||||
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 | ||||||||||
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 | ||||||||||
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 | ||||||||||
Chief Financial Officer [Member] | |||||||||||
Employment Agreement, Base Annual Salary | $ 31,200 | ||||||||||
Employment Agreement, Compensation, Shares of Restricted Stock | 1,250,000 | ||||||||||
Chief Financial Officer [Member] | Vested Immediately [Member] | |||||||||||
Employment Agreement, Compensation, Shares of Restricted Stock | 350,000 | ||||||||||
Restricted Stock [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 1,250,000 | 145,000 | 1,250,000 | 145,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 712,500 | 337,500 | 1,050,000 | 675,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grant DateFair Value | $ 12,698,241 | $ 11,435,741 | |||||||||
Share-based Compensation Arrangement by SShare-based Payment Award, Equity Instruments Other than Options, Grants in Period, Grant Date Fair Value | $ 1,262,500 | $ 89,900 | $ 1,262,500 | $ 89,900 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | 588,000 | 209,250 | $ 797,250 | 418,500 | |||||||
Share-based Payment Arrangement, Expense | 546,150 | 179,800 | 713,550 | 347,200 | |||||||
Share-based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | $ 1,847,850 | $ 1,847,850 | |||||||||
Restricted Stock [Member] | General and Administrative Expense [Member] | |||||||||||
Legal Fees | $ 77,500 | $ 77,500 | |||||||||
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] | 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 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] | 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] | 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] | 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, 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, 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 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 14 - Stock Based Compens_4
Note 14 - Stock Based Compensation - Restricted Stock Award Activity (Details) - Restricted Stock [Member] - $ / shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Non-vested, number of share (in shares) | 2,612,500 | 3,962,500 | 3,962,500 | |||
Non-vested, weighted average grant date fair value (in dollars per share) | $ 0.62 | $ 0.62 | $ 0.62 | |||
Non-vested, weighted average remaining contractual term (Year) | 1 year 354 days | 2 years 182 days | 2 years | 2 years 335 days | ||
Granted, number of share (in shares) | 1,250,000 | 145,000 | 1,250,000 | 145,000 | ||
Granted, weighted average grant date fair value (in dollars per share) | $ 1.01 | $ 0.62 | ||||
Vested, number of share (in shares) | (712,500) | (337,500) | (1,050,000) | (675,000) | ||
Vested, weighted average grant date fair value (in dollars per share) | $ 0.83 | $ 0.62 | ||||
Forfeited, number of share (in shares) | ||||||
Forfeited, weighted average grant date fair value (in dollars per share) | ||||||
Non-vested, number of share (in shares) | 2,812,500 | 3,287,500 | 2,812,500 | 3,287,500 | 2,612,500 | 3,962,500 |
Non-vested, weighted average grant date fair value (in dollars per share) | $ 0.74 | $ 0.62 | $ 0.74 | $ 0.62 | $ 0.62 | $ 0.62 |
Note 15 - Net Loss Per Share -
Note 15 - Net Loss Per Share - Antidilutive Securities (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Convertible Debt Securities [Member] | ||||
Antidilutive Securities (in shares) | 4,882,922 | 4,291,436 | 4,746,243 | 3,969,963 |
Note 17 - Fair Value Disclosu_3
Note 17 - Fair Value Disclosures - Fair Value of Financial Instruments (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Reported Value Measurement [Member] | ||
Cash and cash equivalents | $ 15,972 | $ 3,193 |
Other receivables | 419,958 | 418,905 |
Note receivable - related party | 44,859 | 44,859 |
Advances to CEN Biotech Ukraine, LLC - related party | 995,328 | 875,328 |
Loans payable | 10,119,178 | 10,107,205 |
Loans payable - related parties | 1,362,318 | 1,360,806 |
Patent acquisition liability | 1,010,000 | 1,010,000 |
Convertible notes payable | 5,705,038 | 5,143,647 |
Convertible notes payable - related parties | 2,558,681 | 2,538,681 |
Estimate of Fair Value Measurement [Member] | ||
Cash and cash equivalents | 15,972 | 3,193 |
Other receivables | 419,958 | 418,905 |
Note receivable - related party | 44,859 | 44,859 |
Advances to CEN Biotech Ukraine, LLC - related party | 995,328 | 875,328 |
Loans payable | 10,119,178 | 10,107,205 |
Loans payable - related parties | ||
Patent acquisition liability | 1,010,000 | 1,010,000 |
Convertible notes payable | 6,240,408 | 5,534,810 |
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 | ||
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 | 15,972 | 3,193 |
Other receivables | ||
Note receivable - related party | ||
Advances to CEN Biotech 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 | 419,958 | 418,905 |
Note receivable - related party | 44,859 | 44,859 |
Advances to CEN Biotech Ukraine, LLC - related party | 995,328 | 875,328 |
Loans payable | 10,119,178 | 10,107,205 |
Loans payable - related parties | ||
Patent acquisition liability | 1,010,000 | 1,010,000 |
Convertible notes payable | 6,240,408 | 5,534,810 |
Convertible notes payable - related parties |