10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[ X ]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2017

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______to________

Commission file number 001-37567.

CEN BIOTECH, INC.

(Exact name of registrant as specified in its charter)

Ontario, Canada	___________
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)

7405 Tecumseh Road East Suite 300 Windsor, Ontario N8T 1G2, Canada

(Address of principal executive offices)

226-344-0660

(Registrant’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ X ] No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check one):

Large Accelerated Filer [  ]   Accelerated Filer [  ]       Non-Accelerated Filer [  ]      

Smaller Reporting Company [X ] Emerging growth company [  ]      

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act) Yes [  ] No [X ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

At November 17, 2017, the number of shares of the Registrant’s common stock outstanding was 10,525,000.

1

CEN BIOTECH, INC.

INDEX

PART I
ITEM 1	CONSOLIDATED FINANCIAL STATEMENTS	4
ITEM 2	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	14
ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	19
ITEM 4	CONTROLS AND PROCEDURES	20
PART II
ITEM I	LEGAL PROCEEDINGS	21
ITEM 1A	RISK FACTORS	22
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	22
ITEM 3	DEFAULTS  UPON SENIOR SECURITIES	22
ITEM 4	MINE SAFETY DISCLOSURES	22
ITEM 5	OTHER INFORMATION	22
ITEM 6	EXHIBITS	22

2

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

There are statements in this quarterly report that are not historical facts. These “forward-looking statements” can be identified by use of terminology such as “anticipate,” “believe,” “estimate,” “expect,” “hope,” “intend,” “may,” “plan,” “positioned,” “project,” “propose,” “should,” “strategy,” “will,” or any similar expressions. You should be aware that these forward-looking statements are subject to risks and uncertainties that are beyond our control. Although we believe that our assumptions underlying such forward-looking statements are reasonable, we do not guarantee our future performance, and our actual results may differ materially from those contemplated by these forward-looking statements. Our assumptions used for the purposes of the forward-looking statements made in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances, including the development of our lines of business and any products that we may manufacture or sell and our ability to raise additional funding sufficient to implement our strategy, as well as assumptions regarding Canadian and U.S. laws regarding the consumer or retail sale of marijuana products and accessories and the manufacture and distribution of such products and accessories, including zoning and banking regulations. We also assume that we will be able to raise additional capital to fund our operations while we develop a line of business to generate net revenues. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. In light of these numerous risks and uncertainties, we cannot provide any assurance that the results and events contemplated by our forward-looking statements contained in this quarterly report will in fact transpire. These forward-looking statements are not guarantees of future performance. You are cautioned to not place undue reliance on these forward-looking statements, which speak only as of their dates. We do not undertake any obligation to update or revise any forward-looking statements.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Contents

	Page
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
Unaudited Condensed consolidated balance sheets	F-1
Unaudited Condensed consolidated statements of operations	F-2
Unaudited Condensed consolidated statements of cash flows	F-3
Notes to the unaudited condensed consolidated financial statements	F-4

3

CEN BIOTECH, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 2017 (Unaudited) and DECEMBER 31, 2016

	September 30,			December 31,
	2017			2016
ASSETS
CURRENT ASSETS:
Cash	$	60,388		$	62,381
Total Current Assets		60,388			62,381
PROPERTY, EQUIPMENT & MACHINERY:
Property and Equipment Placed in Service, Net		15,017			16,342
Improvement in Process		1,412,487			1,270,115
OTHER ASSETS:
Other Receivable		122,861			-
Advance on Business Acquisition		775,328			425,328
Intangible Asset, Net		2,209,152			2,319,852
TOTAL ASSETS	$	4,595,233		$	4,094,019
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts Payable	$	85,767		$	157,054
Accounts Payable - Related Parties		2,994			62,994
Accrued interest		4,016,484			2,717,478
Accrued Interest - Related Parties		503,056			107,140
Accrued Expenses		287,650			840,584
Loan Payable - Related Parties		849,127			846,448
Loan Payable		9,983,501			9,962,287
Loan Payable - Short Term Convertible Notes		885,207			-
Total Current Liabilities		16,613,786			14,693,985
LONG TERM LIABILITIES:
Loans Payable - Convertible Notes		2,150,904			1,391,603
Loans Payable - Convertible Notes - Related Parties		2,710,312			1,388,121
Total Long Term Liabilities		4,861,216			2,779,724
Total Liabilities		21,475,002			17,473,709
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock; unlimited authorized shares; 100,000 issued and outstanding		10			10
Common stock; unlimited authorized shares; 10,525,000 issued and outstanding		85			85
Additional paid-in capital		10,000			10,000
Accumulated deficit		(16,889,864	)		(13,389,785	)
Total Stockholders' Equity (Deficit)		(16,879,769	)		(13,379,690	)
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)	$	4,595,233		$	4,094,019

See accompanying notes to financial statements.

F-1

CEN BIOTECH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016

AND THE NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016

(Unaudited)

	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
REVENUE	$	-		$	-		$	-		$	-
OPERATING EXPENSES
Salary and Consulting Fees		195,381			-			498,158			95,239
Salary and Consulting Fees - Related Parties		-			24,000			-			24,000
General and Administrative		272,438			160,148			1,145,632			444,177
Foreign Exchange Loss (Gain)		49,094			(1,480	)		93,237			54,123
Total Operating Expenses		516,913			182,668			1,737,027			617,539
Loss from operations		516,913			182,668			1,737,027			617,539
OTHER INCOME OF EXPENSES
Sale of Equipment		-			-			-			2,321
Interest		(518,894	)		(353,727	)		(1,552,275	)		(1,020,051	)
Interest - Related Parties		(85,947	)		(59,942	)		(210,777	)		(165,088	)
Total Other Income of Expenses		(604,841	)		(413,669	)		(1,763,051	)		(1,182,818	)
Net Loss	$	(1,121,754	)	$	(596,337	)	$	(3,500,079	)	$	(1,800,357	)
Net Loss Per Share: Basic and Diluted		(0.11	)		(0.09	)		(0.33	)		(0.26	)
Weighted Average Number of Shares Oustanding: Basic and Diluted		10,525,000			7,000,000			10,525,000			7,000,000

See accompanying notes to financial statements.

F-2

CEN BIOTECH, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016

(Unaudited)

	September 30,			September 30,
	2017			2016
Cash Flows from Operating Activities
Net Income (Loss)	$	(3,500,079	)	$	(1,800,356	)
Adjustments to Reconcile Net (Loss) to Net Cash Used in Operating Activities
Depreciation & Amortization		112,026			13,159
Changes in Operating Assets and Liabilities
(Increase) in Other Receivable		(122,861	)		-
Increase (Decrease) in Accounts Payable & Acrued Expenses		(624,221	)		244,918
Increase (Decrease) in Accounts Payable - Related Parties		(60,000	)		(12,006	)
Increase (Decrease) in Accrued Interest		1,694,922			1,185,138
Net Cash Flows Used in Operating Activities		(2,500,213	)		(369,147	)
Cash Flows from Investing Activities
Leasehold Improvements and Other Assets		(142,372	)		7,265
Advance on Business Acquisition		(350,000	)		(310,188	)
Net Cash (Used in) Provided by Investing Activities		(492,372	)		(302,923	)
Cash Flows from Financing Activities
Proceeds from Notes		-			174,815
Proceeds from Convertible Notes		759,300			525,812
Proceeds from Convertible Notes - Related Parties		2,231,292			-
Net Cash (Used in) Provided by Financing Activities		2,990,592			700,627
Net Increase (Decrease) in Cash and Cash Equivalents		(1,993	)		28,557
Cash and Cash Equivalents, Beginning of Year		62,381			3,016
Cash and Cash Equivalents, End of Year	$	60,388		$	31,573
Supplemental Cash Flow Information
Cash Paid For;
Interest	$	33,716		$	-
Income Taxes Paid		-			-
Accrued Expense Reclassified to Notes Payable		831,628			105,206
Accrued Interest Reclassified to Notes Payable		-			254,829
Patent Acquisition:
Construction in Progress Exchanged for Patent	$	-			1,096,816
Land Exchanged for Patent		-			1,064,651
Loans Payable Exchanged for Patent		-			202,663
Stock Issued in Exchange for Patent		-			3
Patent Acquired with Above Consideration	$	-		$	2,364,133

See accompanying notes to financial statements.

F-3

CEN BIOTECH, INC.

Notes to the Condensed Consolidated Financial Statements

NOTE 1--BASIS OF PRESENTATION

The accompanying unaudited interim consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2016 and notes thereto.

Organization

CEN Biotech, Inc. (“CEN” or the “Company”) was incorporated in Canada on August 4, 2013 as a subsidiary of Creative Edge Nutrition, Inc. (“Creative”), a public company incorporated in Nevada. Creative distributed the shares of CEN common stock on a pro rata basis to the Creative shareholders on February 29, 2016 at which time CEN became an independent public company. The financial statements also include the accounts of CEN Holdings, Inc. a Michigan corporation that was incorporated on May 13, 2016 as a wholly-owned subsidiary of the Company and was terminated on March 20, 2017. Intercompany account balances and transactions are eliminated in the consolidated financial statements.

CEN is an early stage Canadian biopharmaceutical company founded to integrate agronomical and pharmaceutical principles for the purposes of growing, selling, processing and delivering pharmaceutical-grade medical marijuana in its pure and extracted form to patients in accordance with Health Canada’s newly-formed Marijuana for Medical Purposes Regulations (MMPR) and any other Canadian legislation that permits the legal use of marijuana.

CEN is actively pursuing business opportunities globally with the intent to grow, sell, process and deliver pharmaceutical grade medical marijuana in various drug delivery mechanisms within jurisdictions where it the use of marijuana is generally permitted by consumers for medical or recreational purposes.

Basis of Accounting

The Company’s financial statements are prepared using the accrual method of accounting using U.S. GAAP.  The Company has elected a calendar year end. The functional currency of the Company is the U.S. Dollar. All amounts presented in the Company’s financial statements are in U.S. Dollars.

Use of Estimates and Assumptions

Preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures.  Accordingly, actual results could differ from those estimates.  The Company has adopted the provisions of ASC 260.  

Impairment of Long-Lived Assets

The Company's recently acquired a patent which is accounted for as a definite-lived intangible asset in accordance with ASC 360 "Impairment and Disposal of Long-Lived Assets" ("ASC 360").

F-4

CEN BIOTECH, INC.

Notes to the Condensed Consolidated Financial Statements

A long-lived asset (asset group) shall be tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. There were no impairment charges taken during the period ended September 30, 2017.

Loss per Share

Net loss per common share is computed pursuant to ASC 260-10-45. Basic and diluted net income per common share has been calculated by dividing the net income for the period by the basic and diluted weighted average number of common shares outstanding assuming that the Company incorporated as of the beginning of the first period presented. There were no dilutive shares outstanding as of September 30, 2017 or 2016.

Subsequent Events

The Company follows the guidance in ASC 855-10-50 for the disclosure of subsequent events. The Company evaluates subsequent events from the date of the balance sheet through the date when the financial statements are issued.  Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them with the SEC on the EDGAR system.

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Reclassification

Certain amounts in prior period consolidated financial statements have been reclassified to conform current period presentation.

NOTE 2 – GOING CONCERN

The accompanying condensed financial statements have been prepared in conformity with U.S. GAAP, which contemplate 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 as the Company had total liabilities in excess of its total assets, the Company had an accumulated deficit of $16,889,864 at September 30, 2017, and had no committed source of debt or equity financing.  The Company has not had any operating revenue and does not foresee any operating revenue in the near term.  The Company has relied on the sale of its securities to finance its expenses, including a note that is in default and is secured by the Company’s equipment, as described in Note 4.  The Company will be dependent upon raising additional capital through placement of our common stock, notes or other securities in order to implement its business plan or additional borrowings, including from related parties.  There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. 

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

F-5

CEN BIOTECH, INC.

Notes to the Condensed Consolidated Financial Statements

The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 – CONTINGENCIES AND UNCERTAINTIES

On March 11, 2015, the Company’s application under the MMPR for a license to produce marijuana for medical purposes was formally rejected by Health Canada. The Company filed an application for judicial review in Canadian federal court on April 10, 2015 in order to obtain a reversal of this decision.We discontinued this action in February 2016. CEN continues to pursue relief and damages and on or about February 2, 2016, filed a Statement of Claim against the Attorney General of Canada in the Ontario Superior Court of Justice, for $15 million and other damages and relief. This case is in the discovery phase. We cannot provide any assurances as to the timing or decision or outcome related to our action seeking damages.

NOTE 4 – NOTES PAYABLE

Short term loans payable consists of the following at September 30, 2017 and December 31, 2016:

Description	2017		2016
Short term 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
Short term mortgage payable, for the original amount of $385,000 CAD, bears interest at 22% per annum with a maturity date of September 21, 2018.		308,501		287,287
Total Short Term Loans Payable	$	9,983,501	$	9,962,287

NOTE 5 – SHORT TERM LOANS PAYABLE – RELATED PARTY

Short term loans payable to related parties consist of the following at September 30, 2017 and December 31, 2016:

Description	2017		2016
Short term related party loan payable to Bill Chaaban, President of Cen Biotech, bears interest at 10% per annum. This is an unsecured loan with a maturity date of December 31, 2017.	$	247,627	$	244,948
Short term related party loan payable to a former director of Creative Edge, bears interest at 10% per annum. This is an unsecured loan with a maturity date of December 31, 2017.		601,500		601,500
Total Short Term Loans Payable	$	849,127	$	846,448

F-6

CEN BIOTECH, INC.

Notes to the Condensed Consolidated Financial Statements

NOTE 6 – SHORT TERM CONVERTIBLE NOTES

Short term convertible notes consist of the following at September 30, 2017 and December 31, 2016:

Description	2017		2016
Short term convertible note payable, bearing interest at 7% per annum with conversion rights for 335,833 common shares.	$	885,207	$	-
Total Short Term Convertible Notes	$	885,207	$	-

NOTE 7 – LONG TERM CONVERTIBLE NOTES

Long term convertible notes consist of the following at September 30, 2017 and December 31, 2016:

Description	2017		2016
Long term convertible notes payable to multiple private investors, bearing interest at 5% per annum with conversion rights to common shares. All notes have a maturity date of 2 years from inception.	$	2,150,904	$	1,167,412
Long term convertible notes, bearing interest at 12% per annum		-		224,191
Total Short Term Loans Payable	$	2,150,904	$	1,167,412

NOTE 8 – LONG TERM CONVERTIBLE NOTES RELATED PARTY

Long term convertible notes to related parties consist of the following at September 30, 2017 and December 31, 2016:

Description	2017		2016
Long term convertible note related party due to Bill Chaaban, President of Cen Biotech, bearing interest at 12% per annum. This note is convertible to 871,576 common shares with a maturity due date of December 31, 2018.	$	1,388,121	$	1,388,121
Long term convertible notes related party, bearing interest at 5% per annum. This note is convertible to 550,000 common shares with maturity dates in 2018.		1,050,000		-
Long term convertible note related party, bearing interest at 5% per annum. This note is convertible to 30,000 common shares with a maturity due date of October 26, 2018.		48,000		-
Long term convertible notes payable, bearing interest at 12% per annum.		224,191		-
Total Long Term Convertible Notes Related Party	$	2,710,312	$	1,388,121

F-7

CEN BIOTECH, INC.

Notes to the Condensed Consolidated Financial Statements

NOTE 9 – PATENT ACQUISITION

On September 12, 2016, the Company completed the transaction to acquire assets, including patented Cold LED Lighting Technology, from Tesla Digital, Inc., a Canadian Corporation, and Stevan (Steve) Pokrajac.

The material consideration given by Company was:

(a) Cen Biotech common stock that will equal $5 million on the date of issuance.

(b) The transfer of real properties located at 135 North Rear Road, Lakeshore, Ontario, Canada having a book value of $2,161,467 USD and 1517-1525 Ridge Road having a purchase cost (including other related disbursements) to the Company of approximately $182,488.

In addition, the Company will employ Stevan Pokrajak in connection with the development of the acquired technology with compensation equal to $200,000 per year.

The Company intends to explore using the Cold 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 old machinery and raw materials. The Company has assigned no value to these since their value was not relevant to or calculated in the Company’s offer for acquisition. Therefore no impairment will be necessary if these assets are disposed of.

NOTE 10 – COMMITMENTS AND CONTINGENCIES

Our $21,475,002 of indebtedness includes accrued interest of $4,519,540, as well as notes payable, notes payable to related parties, convertible notes and convertible notes to related parties totaling $16,579,050 with maturity dates as outlined below. We are in default of $9,675,000 of debt that is secured by certain equipment that we value at approximately $10,533. We expect our operating and administrative expenses to be at least $2,400,000 annually. The convertible notes are due 2 years from issuance with notes maturing in 2018 and 2019.

F-8

CEN BIOTECH, INC.

Notes to the Condensed Consolidated Financial Statements

Description	Maturity Date	Amount
Note Payable - Related Party	12/31/17	$	247,627
Note Payable - Related Party	12/31/17	$	601,500
Note Payable	6/30/2016	$	9,675,000
Note Payable	9/21/2018	$	308,501
Convertible Notes - Short Term		$	885,207
Convertible Notes	Q1 2018	$	62,040
Convertible Notes	Q2 2018	$	463,572
Convertible Notes	Q3 2018	$	90,200
Convertible Notes	Q4 2018	$	1,600
Convertible Notes	Q1 2019	$	566,475
Convertible Notes	Q2 2019	$	357,000
Convertible Notes	Q3 2019	$	603,818
Convertible Notes	Q4 2019	$	6,197
Convertible Notes Related Party	12/31/18	$	1,388,122
Convertible Notes Related Party	Q2 2018	$	100,000
Convertible Notes Related Party	Q4 2018	$	450,000
Convertible Notes Related Party	Q1 2019	$	500,000
Convertible Notes Related Party	Q4 2018	$	48,000
Convertible Notes Related Party		$	224,191
		$	16,579,050

NOTE 11 – LEASE

The Company leases space for operations in Canada which requires a monthly rent payment of $3,205. Installment amounts at September 30, 2017 for the following five years are as follows:

Year Ended December 31,	Amount
2017	$	9,616
2018		38,462
2019		38,462
2020		38,462
2021		28,847
Total	$	153,850

F-9

CEN BIOTECH, INC.

Notes to the Condensed Consolidated Financial Statements

NOTE 12 – RELATED PARTY TRANSACTIONS

On July 12, 2017, Mr. Bill Chaaban resigned as Chief Executive Officer of the Company. The resignation did not result from any disagreements with the Company or its management. Mr. Chaaban will continue to serve as Chairman of the Board and as President of the Company. Mr. Chaaban holds long term convertible notes bearing interest 12% per annum and are convertible to 871,576 common shares with a maturity date of August 17, 2018.

On July 12, 2017, the Company elected individuals to serve as Directors on the Board. These individuals hold long term convertible notes payable issued prior to the election. All notes payable bear interest at 5% per annum and are convertible to common shares with various maturity dates.

NOTE 13 - SUBSEQUENT EVENTS

In accordance with ASC 855, Subsequent Events, the Company has evaluated subsequent events from September 30, 2017 through November 17, 2017, the date of issuance of the last quarterly financial statements, and has determined that it has no material subsequent events to disclose.

F-10

ITEM 2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Explanatory Note

Unless otherwise noted, references in this Form 10-Q to “CEN,” the “Company,” “we,” “our” or “us” means CEN Biotech, Inc., the registrant,

The following discussion and analysis provides information which management believes to be relevant to an assessment and understanding of the Company's results of operations and financial condition. This discussion should be read together with the Company's financial statements and the notes to financial statements, which are included in this report.

This management's discussion and analysis or plan of operation should be read in conjunction with the financial statements and notes thereto of the Company for the year ended December 31, 2016. Because of its nature of a development stage company, the reported results will not necessarily reflect the future.

Corporate Overview and History

In November 2013, Creative announced plans to separate into two publicly-traded companies: one comprising of its planned specialty pharmaceutical business located in Canada, the other comprised of its nutritional supplements business. As part of the separation, Creative transferred substantially all of the assets and liabilities of the planned specialty pharmaceutical business to CEN. The distribution was through a pro rata distribution of CEN shares to Creative shareholders on February 29, 2016 that was expected to be tax free for U.S. Federal income tax purposes. CEN was incorporated in Ontario as a wholly-owned subsidiary of Creative on August 2013.

Acquisition of Tesla Digital

On September 12, 2016, the Company completed a transaction to acquire assets, including patented Cold LED Lighting Technology, from Tesla Digital, Inc., a Canadian Corporation, and Stevan (Steve) Pokrajac.

The material consideration given by Company in this acquisition was:

(a) Cen Biotech common stock that will equal $5 million on the date of issuance.

(b) The transfer of real properties located at 135 North Rear Road having a book value of $2,161,467 USD and 1517-1525 Ridge Road having a purchase cost (including other related disbursements) to the Company of approximately $182,488.

In addition, the Company will employ Stevan Pokrajak in connection with the development of the acquired technology with compensation equal to $200,000 per year.

The Company intends to explore using the Cold 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 old machinery and raw materials. The Company has assigned no value to these since their value was not relevant to or calculated in the Company’s offer for acquisition. Therefore no impairment will be necessary if these assets are disposed of.

14

The Company has invested approximately $200,000 to move equipment, pay for design work and develop prototypes in connection with the Company’s strategy to develop sales opportunities in commercial, municipal and automotive lighting.

Our financial statements assume that 3,125,000 shares of CEN common stock will be issued as consideration for this acquisition based on a price per share of $1.60. The acquisition agreement contemplated that the number of shares will be based on the fair value determined within 180 days after the acquisition.

        Our historical financial statements have been prepared on a stand-alone basis in conformity with U.S. GAAP.

RESULTS OF OPERATIONS

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

We will require additional capital to meet our operating requirements. We will seek to raise additional capital through, among other things, the sale of equity or debt securities. There are no assurances that we will be successful in this or any of our endeavors or become financially viable and continue as a going concern.

We have not entered into any line of business that generates any revenue. Our expenses to date are primarily our general and administrative expenses and fees, costs and expenses related to acquisitions and operations.

Operating Summary for the Three Months Ended September 30, 2017 and 2016

Revenue

We recognized $0 in revenue during the three months ended September 30, 2017 and during the three months ended September 30, 2016, as we have not commenced revenue generating operations to date.

Operating Expenses

During the three months ended September 30, 2017, our operating expenses were $516,913 compared to $182,668 during the same period for the prior fiscal year. During the three months ended September 30, 2017, our operating expenses were comprised of salary and consulting fees of $195,381, foreign currency exchange loss of $49,094, as well as other general and administrative item of $272,438. By comparison, for the three months ended September 30, 2016, our operating expenses were comprised of salary and consulting fees of $24,000, foreign currency gain of $1,480 as well as other general and administrative items of $160,148.

Expenses incurred during the three months ended September 30, 2017 compared to the three months ended September 30, 2016 increased primarily due to increases in the use of consultants and travel expenses. The primary reasons for these increases are more consulting services and travel to continue development of our projects, and professional fees related to legal services for compliance and regulatory work.

15

Other Income and Expense Items

During the three months ended September 30, 2017, our other income and expense items totaled $604,841 expense compared to $413,669 expense for the three months ended September 30, 2016. During the three months ended September 30, 2017, our other income and expense items were comprised of interest fees of $518,894 and related parties interest of $85,947. By comparison, for the three months ended September 30, 2016, our other income and expense items were of interest fees of $353,727 and related parties interest of $59,942. The Company has not produced revenue and has borrowed money to fund operating activities, resulting in higher interest expenses.

Net Loss

Our net loss for the three months ended September 30, 2017 was $1,121,754 compared to a net loss of $596,337 for the three months ended September 30, 2016 primarily due to the factors discussed above.

Operating Summary for the Nine Months Ended September 30, 2017 and 2016

Revenue

We recognized $0 in revenue during the nine months ended September 30, 2017 and during the nine months ended September 30, 2016, as we have not commenced revenue generating operations to date.

Operating Expenses

During the nine months ended September 30, 2017, our operating expenses were $1,737,027 compared to $617,539 during the same period for the prior fiscal year. During the nine months ended September 30, 2017, our operating expenses were comprised of salary and consulting fees of $498,158, foreign currency exchange loss of $93,237, as well as other general and administrative item of $1,145,632. By comparison, for the nine months ended September 30, 2016, our operating expenses were comprised of salary and consulting fees of $95,239, salary and consulting fees related parties, $24,000, foreign currency loss of $54,123 as well as other general and administrative items of $444,177.

Expenses incurred during the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 increased primarily due to increases in the use of consultants and travel expenses. The primary reasons for these increases are more consulting services and travel to continue development of our projects, and professional fees related to legal services for compliance and regulatory work.

Other Income and Expense Items

During the nine months ended September 30, 2017, our other income and expense items totaled $1,763,052 expense compared to $1,182,818 expense for the nine months ended September 30, 2016. During the nine months ended September 30, 2017, our other income and expense items were comprised of interest fees of $1,552,275 and related parties interest of $210,777. By comparison, for the nine months ended September 30, 2016, our other income and expense items were of interest fees of $1,020,051 and related parties interest of $165,088, as well as sale of equipment of $2,321. The Company has not produced revenue and has borrowed money to fund operating activities, resulting in higher interest expenses.

Net Loss

Our net loss for the nine months ended September 30, 2017 was $3,500,079 compared to a net loss of $1,800,356 for the nine months ended September 30, 2016 primarily due to the factors discussed above.

16

Liquidity and Capital Resources

As of September 30, 2017, we had assets of $4,595,233, comprised of: cash of $60,388, property, plant and equipment, net of $15,017, patent asset of $2,209,152, improvements in process of $1,412,487, loans due from CEN Biotech Ukraine of $775,328 and other accounts receivable of $122,861. As of September 30, 2017, we had liabilities of $21,475,002, comprised of: accounts payable of $85,767, accounts payable – related party of $2,994, accrued interest of $4,016,484, accrued interest to related parties of $503,056, accrued expenses of $287,650, short term convertible notes to related parties of $849,127, loans payable of $9,983,501, short term convertible notes of $885,207, long term convertible notes of $2,150,904 and long term convertible notes to related parties of $2,710,312.

Our $21,475,002 of indebtedness includes accrued interest of $4,016,484, accrued interest to related parties of $503,056 as well as notes payable, notes payable to related parties, convertible notes and convertible notes to related parties totaling $16,579,050, with maturity dates as outlined below. We are in default of $9,675,000 of debt that is secured by certain equipment that we value at approximately $10,533. We expect our operating and administrative expenses to be at least $2,400,000 annually. The convertible notes are due 2 years from issuance with notes maturing in 2018 and 2019.

Description	Maturity Date	Amount
Note Payable - Related Party	12/31/17	$	247,627
Note Payable - Related Party	12/31/17		601,500
Note Payable	6/30/2016		9,675,000
Note Payable	9/21/2018		308,501
Convertible Notes - Short Term			885,207
Convertible Notes	Q1 2018		62,040
Convertible Notes	Q2 2018		463,572
Convertible Notes	Q3 2018		90,200
Convertible Notes	Q4 2018		1,600
Convertible Notes	Q1 2019		566,475
Convertible Notes	Q2 2019		357,000
Convertible Notes	Q3 2019		603,818
Convertible Notes	Q4 2019		6,197
Convertible Notes Related Party	12/31/18		1,388,122
Convertible Notes Related Party	Q2 2018		100,000
Convertible Notes Related Party	Q4 2018		450,000
Convertible Notes Related Party	Q1 2019		500,000
Convertible Notes Related Party	Q4 2018		48,000
Convertible Notes Related Party			224,191
		$	16,579,050

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

17

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. During the nine months ended September 30, 2017, we used $2,500,213 in operating activities compared to $369,147 during the nine months ended September 30, 2016. The increase is primarily due to operating expenses.

Cash Flows from Investing Activities

Our use of cash flow for investing activities during the first nine months ended September 30, 2017 totaling $492,372 compared to the same period in 2016 of $302,923. The increase is due to acquisition of fixed assets and advance on acquisitions in 2017.

Cash Flows from Financing Activities

During the first nine months ended September 30, 2017, financing activities equaled $2,990,592. This included loans (net foreign exchange) to fund our working capital requirements of $16,553,398. This includes new convertible notes held by investors during the first nine months ended September 30, 2017 totaling $2,990,592, with conversion rights totaling up to 1,842,723 common shares.

CEN has no committed source of debt or equity financing. Our President is seeking additional financing from his business contacts, but no assurances can be given that such financing will be obtained or, if obtained, on what terms. Our independent registered auditors included an explanatory paragraph in their opinion on our financial statements as of and for the fiscal period ended December 31, 2016 that states that our lack of committed resources causes substantial doubt about our ability to continue as a going concern.

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

Our planned operations will be conducted solely in Canada. Exchange rate fluctuations between the U.S. and Canadian dollar result in fluctuations in reported amounts from Canadian operations in our consolidated financial statements. Currently, the U.S. Dollar is the functional currency, because the bulk of the Company’s transactions have been in U.S. dollars, and because the Company has received the vast majority of its funding in U.S. dollars. Therefore, any change in the exchange rate will affect our reported sales, expenses and net income.

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

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Critical Accounting Policies

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

18

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

Financial Reporting Release No. 60 requires all companies to include a discussion of critical accounting policies or methods used in the preparation of financial statements. There are no critical policies or decisions that rely on judgments that are based on assumptions about matters that are highly uncertain at the time the estimate is made. Note 1 to the financial statements, included elsewhere in this filing, includes a summary of the significant accounting policies and methods used in the preparation of our financial statements.

Seasonality

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

Off-Balance Sheet Arrangements

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

Summary of Material Contractual Commitments

The following is a summary of our material contractual commitments as of September, 2017. The Company currently leases space for operations in Canada.

Operating Lease	Total		Less than 1 Year		1 - 3 Years		3 - 5 years		More than 5 Years
Office Lease	$	153,850	$	9,616	$	76,925	$	67,309	$	-
Total	$	153,850	$	9,616	$	76,925	$	67,309	$	-

Inflation

Management believes that inflation has not had a significant effect on our results of operations.

Future Legislation

The federal government of Canada is reviewing the Cannabis laws. Possessing and selling cannabis for non-medical purposes is still illegal everywhere in Canada and until new legislation and new rules are in place, current laws remain in effect. We understand that the Canadian government has a commitment to revise the regulatory regime. We cannot provide any assurance that the cannabis regulatory scheme will be revised, the date that Canada will enact any new legislation or if the legislation will be beneficial to our future prospects.

ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

19

ITEM 4

CONTROLS AND PROCEDURES

Management’s Report on Internal Controls over Disclosure Controls and Procedures and Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.  The Company's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP and to provide reasonable assurance that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

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

● Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP;

● that our receipts and expenditures are being made only in accordance with authorizations of the Company's management and directors; and

● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

As of September 30, 2017, our management conducted an assessment of the effectiveness of the Company's internal control over disclosure controls and procedures and financial reporting.  In making this assessment, management followed an approach based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (known as “COSO”).  Based on this assessment, management determined that the Company's internal control over disclosure controls and procedures and financial reporting as of September 30, 2017 was effective.

During the quarter ended September 30, 2017, there were no changes in the Company's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, its internal control over disclosure controls and procedures and financial reporting.

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

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

20

PART II

Item 1 Legal Proceedings

Health Care Canada.

On March 11, 2015, the Company’s application under the MMPR for a license to produce marijuana for medical purposes was formally rejected by Health Canada. The Company filed an application for judicial review in Canadian federal court on April 10, 2015 in order to obtain a reversal of this decision.

We discontinued this action in February 2016 after a February 24, 2016 decision in a case in which the Company was not a party (Neil Allard, Tanya Beemish, David Hebert And Shawn Davey V. Her Majesty The Queen In Right Of Canada). The Canadian federal court decision determined that the plaintiff’s Charter rights have been infringed by the MMPR and that such infringement is not in accordance with the principles of fundamental justice or otherwise justified. We understand that the federal government of Canada is re-evaluating the MMPR regime and the legalization or permitting of marijuana for medical and other uses including the right of persons to grow, harvest, manufacture and distribute marijuana related products.

CEN continues to pursue relief and damages and on or about February 2, 2016, filed a Statement of Claim against the Attorney General of Canada in the Ontario Superior Court of Justice, claiming the following:

(a) damages for detrimental reliance in the sum of Fifteen Million Dollars ($15,000,000.00);

(b) damages for pure economic loss in an undetermined amount;

(c) prejudgment and post judgment interest in accordance with sections 128 and 129 of the Courts of Justice Act, R.S.O. 1990, c. C.43, as amended, and section 31 of the Crown Liability and Proceedings Act, R.S.C., 1985, c. C-50, as amended;

(d) the costs of this proceeding on a substantial indemnity basis, plus all applicable taxes; and

(e) such further and other relief as the court seems just.

This case is in the discovery phase. We cannot provide any assurances as to the timing or decision or outcome related to our action seeking damages.

SEC Comment.

In connection with the distribution by Creative of CEN’s common stock on February 29, 2016 and the Form 10 registration statement filed by CEN to register its shares of common stock under the Exchange Act, CEN received comments by the Staff of the Securities and Exchange Commission, including a letter dated May 4, 2016 in which the Staff noted that they “…continue to question the absence of Securities Act registration of the spin-off distribution”. In the event that the distribution of shares of CEN’s common stock was a distribution that required registration under the Securities Act of 1933, as amended (the “Securities Act”), then the Company could be subject to enforcement action by the SEC that claims a violation of Section 5 of the Securities Act and could be subject to a private right of action for rescission or damages.

21

Item 1A.	Risk Factors
	As a smaller reporting company, we are not required to provide the information called for by this Item.

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds
	None

Item 3

Defaults upon Senior Securities

CEN has a payment default with respect to the term loan payable to Global Holdings International, LLC, in the principal amount of $9,675,000 and which bears interest at 15% per annum which was due on June 30, 2016. The aggregate amount due under this loan as of the date of the filing of this report is $13,555,954. Interest and default interest and related fees accrue at $450,000 per quarter. This note is secured by some of the Company's equipment which we value at approximately $10,533.

Item 4	Mine Safety Disclosures
	N/A

Item 5	Other Information
	None

Item 6 Exhibits

Exhibit Number	Description
31.1*	Section 302 Certification of Chief Executive Officer
31.2*	Section 302 Certification of Chief Financial Officer
32.1**	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS XBRL***	Instance Document
101.SCH XBRL***	Taxonomy Extension Schema Document

101.CAL XBRL***	Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL***	Taxonomy Extension Definition Linkbase Document
101.LAB XBRL***	Taxonomy Extension Label Linkbase Document
101.PRE XBRL***	Taxonomy Extension Presentation Linkbase Document

*	Filed herein.
**	Furnished herewith.
***)	Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise are not subject to liability under those sections.

22

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: November 17, 2017

	CEN Biotech, Inc.
	(Registrant)
By:	/s/Joseph Byrne
	Joseph Byrne
	Chief Executive Officer
By:	/s/Richard Boswell
	Richard Boswell
	Chief Financial Officer

23

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Joseph Byrne, Chief Executive Officer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of CEN Biotech, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: November 17, 2017	/s/ Joseph Byrne
	Name: Joseph Byrne
	Title: Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Richard Boswell, Chief Financial Officer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of CEN Biotech, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: November 17, 2017	/s/ Richard Boswell
	Name: Richard Boswell
	Title: Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. SECTION 1350)

In connection with the Quarterly Report of CEN Biotech, Inc. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), I, Joseph Byrne, Chief Executive Officer, do hereby certify, to my knowledge:

(1) The Quarterly Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Date: November 17, 2017
By:	/s/ Joseph Byrne
	Joseph Byrne
	Chief Executive Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to CEN Biotech, Inc. and will be retained by CEN Biotech, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. SECTION 1350)

In connection with the Quarterly Report of CEN Biotech, Inc. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), I, Richard Boswell, Chief Financial Officer, do hereby certify, to my knowledge:

(1) The Quarterly Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Date: November 17, 2017
By:	/s/ Richard Boswell
	Richard Boswell
	Chief Financial Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to CEN Biotech, Inc. and will be retained by CEN Biotech, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Nov. 17, 2017
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	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Entity Common Stock, Shares Outstanding (in shares)		10,525,000
Document Type	10-Q
Document Period End Date	Sep. 30, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q3
Amendment Flag	false

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
CURRENT ASSETS:
Cash	$ 60,388	$ 62,381
Total Current Assets	60,388	62,381
PROPERTY, EQUIPMENT & MACHINERY:
Property and Equipment Placed in Service, Net	15,017	16,342
Improvement in Process	1,412,487	1,270,115
OTHER ASSETS:
Other Receivable	122,861
Advance on Business Acquisition	775,328	425,328
Intangible Asset, Net	2,209,152	2,319,852
TOTAL ASSETS	4,595,233	4,094,019
CURRENT LIABILITIES:
Accounts Payable	85,767	157,054
Accounts Payable - Related Parties	2,994	62,994
Accrued interest	4,016,484	2,717,478
Accrued Expenses	287,650	840,584
Total Current Liabilities	16,613,786	14,693,985
LONG TERM LIABILITIES:
Loans Payable - Convertible Notes	2,150,904	1,391,603
Total Long Term Liabilities	4,861,216	2,779,724
Total Liabilities	21,475,002	17,473,709
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock; unlimited authorized shares; 100,000 issued and outstanding	10	10
Common stock; unlimited authorized shares; 10,525,000 issued and outstanding	85	85
Additional paid-in capital	10,000	10,000
Accumulated deficit	(16,889,864)	(13,389,785)
Total Stockholders' Equity (Deficit)	(16,879,769)	(13,379,690)
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)	4,595,233	4,094,019
Short-term Related Party Loan Payable [Member]
CURRENT LIABILITIES:
Short-term Loan Payable	849,127	846,448
Loans Payable [Member]
CURRENT LIABILITIES:
Short-term Loan Payable	9,983,501	9,962,287
Convertible Notes Payable [Member]
CURRENT LIABILITIES:
Short-term Loan Payable	885,207
Affiliated Entity [Member]
CURRENT LIABILITIES:
Accrued interest	503,056	107,140
President [Member]
LONG TERM LIABILITIES:
Loans Payable - Convertible Notes	$ 2,710,312	$ 1,388,121

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares	Sep. 30, 2017	Dec. 31, 2016
Preferred stock, par value (in dollars per share)
Preferred stock, shares issued (in shares)	100,000	100,000
Preferred stock, shares outstanding (in shares)	100,000	100,000
Common stock, par value (in dollars per share)
Common stock, shares issued (in shares)	10,525,000	10,525,000
Common stock, shares outstanding (in shares)	10,525,000	10,525,000

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
REVENUE
OPERATING EXPENSES
Salary and Consulting Fees	195,381		498,158	95,239
General and Administrative	272,438	160,148	1,145,632	444,177
Foreign Exchange Loss (Gain)	49,094	(1,480)	93,237	54,123
Total Operating Expenses	516,913	182,668	1,737,027	617,539
Loss from operations	516,913	182,668	1,737,027	617,539
OTHER INCOME OF EXPENSES
Sale of Equipment				(2,321)
Interest	(518,894)	(353,727)	(1,552,275)	(1,020,051)
Interest - Related Parties	(85,947)	(59,942)	(210,777)	(165,088)
Total Other Income of Expenses	(604,841)	(413,669)	(1,763,051)	(1,182,818)
Net Loss	$ (1,121,754)	$ (596,337)	$ (3,500,079)	$ (1,800,356)
Net Loss Per Share: Basic and Diluted (in dollars per share)	$ (0.11)	$ (0.09)	$ (0.33)	$ (0.26)
Weighted Average Number of Shares Oustanding: Basic and Diluted (in shares)	10,525,000	7,000,000	10,525,000	7,000,000
Affiliated Entity [Member]
OPERATING EXPENSES
Salary and Consulting Fees		$ 24,000		$ 24,000

XML

Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Cash Flows from Operating Activities
Net Income (Loss)	$ (3,500,079)	$ (1,800,356)
Adjustments to Reconcile Net (Loss) to Net Cash Used in Operating Activities
Depreciation & Amortization	112,026	13,159
Changes in Operating Assets and Liabilities
(Increase) in Other Receivable	(122,861)
Increase (Decrease) in Accounts Payable & Acrued Expenses	(624,221)	244,918
Increase (Decrease) in Accounts Payable - Related Parties	(60,000)	(12,006)
Increase (Decrease) in Accrued Interest	1,694,922	1,185,138
Net Cash Flows Used in Operating Activities	(2,500,213)	(369,147)
Cash Flows from Investing Activities
Leasehold Improvements and Other Assets	(142,372)	7,265
Advance on Business Acquisition	(350,000)	(310,188)
Net Cash (Used in) Provided by Investing Activities	(492,372)	(302,923)
Cash Flows from Financing Activities
Proceeds from Notes		174,815
Proceeds from Convertible Notes	759,300	525,812
Proceeds from Convertible Notes - Related Parties	2,231,292
Net Cash (Used in) Provided by Financing Activities	2,990,592	700,627
Net Increase (Decrease) in Cash and Cash Equivalents	(1,993)	28,557
Cash and Cash Equivalents, Beginning of Year	62,381	3,016
Cash and Cash Equivalents, End of Year	60,388	31,573
Supplemental Cash Flow Information
Interest	33,716
Income Taxes Paid
Accrued Expense Reclassified to Notes Payable	831,628	105,206
Accrued Interest Reclassified to Notes Payable		254,829
Construction in Progress Exchanged for Patent		1,096,816
Land Exchanged for Patent		1,064,651
Loans Payable Exchanged for Patent		202,663
Stock Issued in Exchange for Patent		3
Patent Acquired with Above Consideration		$ 2,364,133

XML

Note 1 - Basis of Presentation

9 Months Ended

Sep. 30, 2017

Notes to Financial Statements

Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block]

NOTE

1

--BASIS OF PRESENTATION

The accompanying unaudited interim 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

of Regulation S-

X.

Accordingly, they do

not

include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are

not

necessarily indicative of the results for the full fiscal year. These financial statements should be read in conjunction with the financial statements of the Company for the year ended

December 31, 2016

and notes thereto.

Orga

nization

CEN Biotech, Inc. (“CEN” or the “Company”) was incorporated in Canada on

August 4, 2013

as a subsidiary of Creative Edge Nutrition, Inc. (“Creative”), a public company incorporated in Nevada. Creative distributed the shares of CEN common stock on a pro rata basis to the Creative shareholders on

February

29,

2016

at which time CEN became an independent public company. The financial statements also include the accounts of CEN Holdings, Inc. a Michigan corporation

that was incorporated on

May 13, 2016

as a wholly-owned subsidiary of the Company and was terminated on

March 20, 2017.

Intercompany account balances and transactions are eliminated in the consolidated financial statements.

CEN is an early stage Canadian biopharmaceutical company founded to integrate agronomical and pharmaceutical principles for the purposes of growing, selling, processing and delivering pharmaceutical-grade medical marijuana in its pure and extracted form to patients in accordance with He

alth Canada’s newly-formed Marijuana for Medical Purposes Regulations (MMPR) and any other Canadian legislation that permits the legal use of marijuana.

CEN is actively pursuing business opportunities globally with the intent to grow, sell, process and deliver pharmaceutical grade medical marijuana in various drug delivery mechanisms within

jurisdictions where it the use of marijuana is generally permitted by consumers for medical or recreational purposes.

Basis of Accounting

The Company

’s financial statements are prepared using the accrual method of accounting using U.S. GAAP.  The Company has elected a calendar year end. The functional currency of the Company is the U.S. Dollar. All amounts presented in the Company’s financial statements are in U.S. Dollars.

Use of Estimates and Assumptions

Preparation of the financial statements in conformity with

U.S. GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures.  Accordingly, actual results could differ from those estimates.  The Company has adopted the provisions of ASC

260.

 

Impairment of Long-Lived Assets

The Company's recently acquired a patent which is accounted for as a definite-lived intangible asset in accordance with ASC

360

"Impairment and Disposal of Long-Lived Assets" ("ASC

360"

).

A long-lived asset (asset group) shall be tested for recoverability whenever events or changes in circumstances indicate that its carrying amount

may

not

be recoverable. There were

no

impairment charges taken during the period ended

September 30, 2017.

Loss per Share

Net loss per common share is computed pursuant to ASC

260

-

10

-

45.

Basic and diluted net income per common share has been calculated by dividing the net income for the period by the basic and diluted weighted average number of common shares outstanding assuming that the Company incorporated as of the beginning of the

first

period presented. There were

no

dilutive shares outstanding as of

September 30, 2017

or

2016.

Subsequent Events

The Company follows the guidance in ASC

855

-

10

-

50

for the disclosure of subsequent events. The Company evaluates subsequent events from the date of the balance sheet through the date when the

 financial statements are issued.  Pursuant to ASU

2010

-

09

of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them with the SEC on the EDGAR system.

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that

may

impact its financial statements and does

not

believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Reclassification

Certain amounts in prior period consolidated financial statements have been reclassified to conform current period presentation.

XML

Note 2 - Going Concern

9 Months Ended

Sep. 30, 2017

Notes to Financial Statements

Substantial Doubt about Going Concern [Text Block]

NOTE

2

– GOING CONCERN

The accompanying condensed financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the norm

al course of business. However, a substantial doubt has been raised with regard to the ability of the Company to continue as a going concern as the Company had total liabilities in excess of its total assets, the Company had an accumulated deficit of $

16,889,864

at

September 30, 2017,

and had

no

committed source of debt or equity financing.  The Company has

not

had any operating revenue and does

not

foresee any operating revenue in the near term.  The Company has relied on the sale of its securities to finance its expenses, including a note that is in default and is secured by the Company’s equipment, as described in Note

4.

  The Company will be dependent upon raising additional capital through placement of our common stock, notes or other securities in order to implement its business plan or additional borrowings, including from related parties.  There can be

no

assurance that the Company will be successful in either situation in order to continue as a going concern. 

The

Company’s cash position

may

not

be sufficient to support the Company’s daily operations or its ability to undertake any business activity that will generate net revenue.

The financial statements do

not

include any adjustments that might be necessary if the Company is unable to continue as a going concern.

XML

Note 3 - Contingencies and Uncertainties

9 Months Ended

Sep. 30, 2017

Notes to Financial Statements

Contingencies Disclosure [Text Block]

NOTE

3

– CONTINGENCIES AND UNCERTAINTIES

On

March

11,

2015,

the Company’s application under the MMPR for a license to produce marijuana for medical purposes was formally rejected by Health Canada. The Company filed an application for judicial review in Canadian federal court on

April 10, 2015

in order to obtain a reversal of this decision.

We discontinued this action in

February 2016.

CEN continues to pursue relief and damages and on or about

February 2, 2016,

filed a Statement of Claim against the Attorney General

of Canada in the

Ontario

Superior Court of

Justice, for

$15

million and other damages and relief.

This case is in the discovery phase. We cannot provide any assurances as to the timing or decision or outcome related to our action seeking damages.

XML

Note 4 - Notes Payable

9 Months Ended

Sep. 30, 2017

Loans Payable [Member]

Notes to Financial Statements

Short-term Debt [Text Block]

NOTE

4

– NOTES PAYABLE

Short term loans payable consists of the following at

September 30, 2017

and

December 31, 2016:

Description	2017		2016
Short term 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
Short term mortgage payable, for the original amount of $385,000 CAD, bears interest at 22% per annum with a maturity date of September 21, 2018.		308,501		287,287
Total Short Term Loans Payable	$	9,983,501	$	9,962,287

XML

Note 5 - Short Term Loans Payable - Related Party

9 Months Ended

Sep. 30, 2017

Short-term Related Party Loan Payable [Member]

Notes to Financial Statements

Short-term Debt [Text Block]

NOTE

5

– SHORT TERM LOANS PAYABLE – RELATED PARTY

Short term loans payable

to related parties consist of the following at

September 30, 2017

and

December 31, 2016:

Description	2017		2016
Short term related party loan payable to Bill Chaaban, President of Cen Biotech, bears interest at 10% per annum. This is an unsecured loan with a maturity date of December 31, 2017.	$	247,627	$	244,948
Short term related party loan payable to a former director of Creative Edge, bears interest at 10% per annum. This is an unsecured loan with a maturity date of December 31, 2017.		601,500		601,500
Total Short Term Loans Payable	$	849,127	$	846,448

XML

Note 6 - Short Term Convertible Notes

9 Months Ended

Sep. 30, 2017

Convertible Notes Payable [Member]

Notes to Financial Statements

Short-term Debt [Text Block]

NOTE

6

– SHORT TERM CONVERTIBLE NOTES

Short term convertible notes consist of the following at

September 30, 2017

and

December 31, 2016:

Description	2017		2016
Short term convertible note payable, bearing interest at 7% per annum with conversion rights for 335,833 common shares.	$	885,207	$	-
Total Short Term Convertible Notes	$	885,207	$	-

XML

Note 7 - Long Term Convertible Notes

9 Months Ended

Sep. 30, 2017

Notes to Financial Statements

Long-term Debt [Text Block]

NOTE

7

– LONG TERM CONVERTIBLE NOTES

Long term convertible notes consist of the following at

September 30, 2017

and

December 31, 2016:

Description	2017		2016
Long term convertible notes payable to multiple private investors, bearing inter est at 5% per annum with conversion rights to common shares. All notes have a maturity date of 2 years from inception.	$	2,150,904	$	1,167,412
Long term convertible notes, bearing interest at 12% per annum		-		224,191
Total Short Term Loans Payable	$	2,150,904	$	1,167,412

XML

Note 8 - Long Term Convertible Notes Related Party

9 Months Ended

Sep. 30, 2017

Notes to Financial Statements

Long-term Convertible Notes Related Party [Text Block]

NOTE

8

–

LONG TERM CONVERTIBLE NOTES RELATED PARTY

Long term convertible notes

to related parties consist of the following at

September 30, 2017

and

December 31, 2016:

Description	2017		2016
Long term convertible note related party due to Bill Chaaban, President of Cen Biotech, bearing interest at 12% per annum. This note is convertible to 871,576 common shares with a maturity due date of December 31, 2018.	$	1,388,121	$	1,388,121
Long term convertible notes related party, bearing interest at 5% per annum. This note is convertible to 550,000 common shares with maturity dates in 2018.		1,050,000		-
Long term convertible note related party, bearing interest at 5% per annum. This note is convertible to 30,000 common shares with a maturity due date of October 26, 2018.		48,000		-
Long term convertible notes payable, bearing interest at 12% per annum.		224,191		-
Total Long Term Convertible Notes Related Party	$	2,710,312	$	1,388,121

XML

Note 9 - Patent Acquisition

9 Months Ended

Sep. 30, 2017

Notes to Financial Statements

Business Combination Disclosure [Text Block]

NOTE

9

– PATENT ACQUISITION

On

September 12, 2016,

the Company completed the transaction to acquire assets, including patented Cold LED Lighting Technology, from

Tesla Digital, Inc., a Canadian Corporation, and Stevan (Steve) Pokrajac.

The material consideration given by Company

was:

(a) Cen Biotech common stock that will equal $5 million on the date of issuance.

(b) The transfer of real properties located at 135 North Rear Road , Lakeshore, Ontario, Canada having a book value of $2,161,467 USD and 1517 - 1525 Ridge Road having a purchase cost (including other related disbursements) to the Company of approximately $182,488.

In addition, the Company will employ Stevan Pokrajak in connection with the development

of the acquired technology with compensation equal to

$200,000

per year.

The C

ompany

intends

to explore

using the

Cold 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 old machinery and raw materials. The Company has assigned

no

value to these since their value was

not

relevant to or calculated in the Company’s offer for acquisition. Therefore

no

impairment will be necessary if these assets are disposed of.

XML

Note 10 - Commitments and Contingencies

9 Months Ended

Sep. 30, 2017

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

NOTE

10

– COMMITMENTS AND CONTINGENCIES

Our

$21,475,002

of in

debtedness includes accrued interest of

$4,519,540,

as well as notes payable, notes payable to related parties, convertible notes and convertible notes to related parties totaling

$16,579,050

with maturity dates as outlined below. We are in default of

$9,675,000

of debt that is secured by certain equipment that we value at approximately

$10,533.

We expect our operating and administrative expenses to be at least

$2,400,000

annually. The convertible notes are due

2

years from issuance with notes maturing in

2018

and

2019.

Description	Maturity Date	Amount
Note Payable - Related Party	12/31/17	$	247,627
Note Payable - Related Party	12/31/17	$	601,500
Note Payable	6/30/2016	$	9,675,000
Note Payable	9/21/2018	$	308,501
Convertible Notes - Short Term		$	885,207
Convertible Notes	Q1 2018	$	62,040
Convertible Notes	Q2 2018	$	463,572
Convertible Notes	Q3 2018	$	90,200
Convertible Notes	Q4 2018	$	1,600
Convertible Notes	Q1 2019	$	566,475
Convertible Notes	Q2 2019	$	357,000
Convertible Notes	Q3 2019	$	603,818
Convertible Notes	Q4 2019	$	6,197
Convertible Notes Related Party	12/31/18	$	1,388,122
Convertible Notes Related Party	Q2 2018	$	100,000
Convertible Notes Related Party	Q4 2018	$	450,000
Convertible Notes Related Party	Q1 2019	$	500,000
Convertible Notes Related Party	Q4 2018	$	48,000
Convertible Notes Related Party		$	224,191
		$	16,579,050

XML

Note 11 - Lease

9 Months Ended

Sep. 30, 2017

Notes to Financial Statements

Leases of Lessee Disclosure [Text Block]

NOTE

11

– LEASE

The Company leases space for operations in Canada which requires a monthly rent payment of

$3,205.

Installment amounts at

September 30, 2017

for the following

five

years are as follows:

Year Ended December 31,	Amount
2017	$	9,616
2018		38,462
2019		38,462
2020		38,462
2021		28,847
Total	$	153,850

XML

Note 12 - Related Party Transactions

9 Months Ended

Sep. 30, 2017

Notes to Financial Statements

Related Party Transactions Disclosure [Text Block]

NOTE

12

– RELATED PARTY TRANSACTIONS

On

July 12, 2017

, Mr. Bill Chaaban resigned as Chief Executive Officer of the Company

. The resignation did

not

result from any disagreements with the Company or its management. Mr. Chaaban will continue to serve as Chairman of the Board and as President of the Company. Mr. Chaaban holds long term convertible notes bearing interest

12%

per annum and are convertible to

871,576

common shares with a maturity date of

August 17, 2018

.

On

July 12, 2017

, the Company elected individuals to serve as Directors on the Board. These individuals hold long term convertible notes payable issued prior to the election. All notes payable bear interest at

5%

per annum and are convertible to common shares with various maturity dates.

XML

Note 13 - Subsequent Events

9 Months Ended

Sep. 30, 2017

Notes to Financial Statements

Subsequent Events [Text Block]

NOTE

13

- SUBSEQUENT EVENTS

In accordance with ASC

855,

Subsequent Events

, the Company has evaluated subsequent events from

September 30, 2017

through

November 17, 2017,

the date of issuance of the last quarterly financial statements, and has determined that it has

no

material subsequent events to disclose.

XML

Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2017

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

Basis of Accounting

The Company

’s financial statements are prepared using the accrual method of accounting using U.S. GAAP.  The Company has elected a calendar year end. The functional currency of the Company is the U.S. Dollar. All amounts presented in the Company’s financial statements are in U.S. Dollars.

Use of Estimates, Policy [Policy Text Block]

Use of Estimates and Assumptions

Preparation of the financial statements in conformity with

U.S. GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures.  Accordingly, actual results could differ from those estimates.  The Company has adopted the provisions of ASC

260.

 

Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block]

Impairment of Long-Lived Assets

The Company's recently acquired a patent which is accounted for as a definite-lived intangible asset in accordance with ASC

360

"Impairment and Disposal of Long-Lived Assets" ("ASC

360"

).

A long-lived asset (asset group) shall be tested for recoverability whenever events or changes in circumstances indicate that its carrying amount

may

not

be recoverable. There were

no

impairment charges taken during the period ended

September 30, 2017.

Earnings Per Share, Policy [Policy Text Block]

Loss per Share

Net loss per common share is computed pursuant to ASC

260

-

10

-

45.

Basic and diluted net income per common share has been calculated by dividing the net income for the period by the basic and diluted weighted average number of common shares outstanding assuming that the Company incorporated as of the beginning of the

first

period presented. There were

no

dilutive shares outstanding as of

September 30, 2017

or

2016.

Subsequent Events, Policy [Policy Text Block]

Subsequent Events

The Company follows the guidance in ASC

855

-

10

-

50

for the disclosure of subsequent events. The Company evaluates subsequent events from the date of the balance sheet through the date when the

 financial statements are issued.  Pursuant to ASU

2010

-

09

of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them with the SEC on the EDGAR system.

New Accounting Pronouncements, Policy [Policy Text Block]

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that

may

impact its financial statements and does

not

believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Reclassification, Policy [Policy Text Block]

Reclassification

Certain amounts in prior period consolidated financial statements have been reclassified to conform current period presentation.

XML

Note 4 - Notes Payable (Tables)

9 Months Ended

Sep. 30, 2017

Loans Payable [Member]

Notes Tables

Schedule of Short-term Debt [Table Text Block]

Description	2017		2016
Short term 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
Short term mortgage payable, for the original amount of $385,000 CAD, bears interest at 22% per annum with a maturity date of September 21, 2018.		308,501		287,287
Total Short Term Loans Payable	$	9,983,501	$	9,962,287

XML

Note 5 - Short Term Loans Payable - Related Party (Tables)

9 Months Ended

Sep. 30, 2017

Short-term Related Party Loan Payable [Member]

Notes Tables

Schedule of Short-term Debt [Table Text Block]

Description	2017		2016
Short term related party loan payable to Bill Chaaban, President of Cen Biotech, bears interest at 10% per annum. This is an unsecured loan with a maturity date of December 31, 2017.	$	247,627	$	244,948
Short term related party loan payable to a former director of Creative Edge, bears interest at 10% per annum. This is an unsecured loan with a maturity date of December 31, 2017.		601,500		601,500
Total Short Term Loans Payable	$	849,127	$	846,448

XML

Note 6 - Short Term Convertible Notes (Tables)

9 Months Ended

Sep. 30, 2017

Convertible Notes Payable [Member]

Notes Tables

Schedule of Short-term Debt [Table Text Block]

Description	2017		2016
Short term convertible note payable, bearing interest at 7% per annum with conversion rights for 335,833 common shares.	$	885,207	$	-
Total Short Term Convertible Notes	$	885,207	$	-

XML

Note 7 - Long Term Convertible Notes (Tables)

9 Months Ended

Sep. 30, 2017

Notes Tables

Schedule of Long-term Debt Instruments [Table Text Block]

Description	2017		2016
Long term convertible notes payable to multiple private investors, bearing inter est at 5% per annum with conversion rights to common shares. All notes have a maturity date of 2 years from inception.	$	2,150,904	$	1,167,412
Long term convertible notes, bearing interest at 12% per annum		-		224,191
Total Short Term Loans Payable	$	2,150,904	$	1,167,412

XML

Note 8 - Long Term Convertible Notes Related Party (Tables)

9 Months Ended

Sep. 30, 2017

Notes Tables

Schedule of Long-term Debt Instruments [Table Text Block]

Description	2017		2016
Long term convertible notes payable to multiple private investors, bearing inter est at 5% per annum with conversion rights to common shares. All notes have a maturity date of 2 years from inception.	$	2,150,904	$	1,167,412
Long term convertible notes, bearing interest at 12% per annum		-		224,191
Total Short Term Loans Payable	$	2,150,904	$	1,167,412

Long-term Convertible Note Related Party [Member]

Notes Tables

Schedule of Long-term Debt Instruments [Table Text Block]

Description	2017		2016
Long term convertible note related party due to Bill Chaaban, President of Cen Biotech, bearing interest at 12% per annum. This note is convertible to 871,576 common shares with a maturity due date of December 31, 2018.	$	1,388,121	$	1,388,121
Long term convertible notes related party, bearing interest at 5% per annum. This note is convertible to 550,000 common shares with maturity dates in 2018.		1,050,000		-
Long term convertible note related party, bearing interest at 5% per annum. This note is convertible to 30,000 common shares with a maturity due date of October 26, 2018.		48,000		-
Long term convertible notes payable, bearing interest at 12% per annum.		224,191		-
Total Long Term Convertible Notes Related Party	$	2,710,312	$	1,388,121

XML

Note 10 - Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2017

Notes Tables

Schedule of Debt [Table Text Block]

Description	Maturity Date	Amount
Note Payable - Related Party	12/31/17	$	247,627
Note Payable - Related Party	12/31/17	$	601,500
Note Payable	6/30/2016	$	9,675,000
Note Payable	9/21/2018	$	308,501
Convertible Notes - Short Term		$	885,207
Convertible Notes	Q1 2018	$	62,040
Convertible Notes	Q2 2018	$	463,572
Convertible Notes	Q3 2018	$	90,200
Convertible Notes	Q4 2018	$	1,600
Convertible Notes	Q1 2019	$	566,475
Convertible Notes	Q2 2019	$	357,000
Convertible Notes	Q3 2019	$	603,818
Convertible Notes	Q4 2019	$	6,197
Convertible Notes Related Party	12/31/18	$	1,388,122
Convertible Notes Related Party	Q2 2018	$	100,000
Convertible Notes Related Party	Q4 2018	$	450,000
Convertible Notes Related Party	Q1 2019	$	500,000
Convertible Notes Related Party	Q4 2018	$	48,000
Convertible Notes Related Party		$	224,191
		$	16,579,050

XML

Note 11 - Lease (Tables)

9 Months Ended

Sep. 30, 2017

Notes Tables

Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block]

Year Ended December 31,	Amount
2017	$	9,616
2018		38,462
2019		38,462
2020		38,462
2021		28,847
Total	$	153,850

XML

Note 1 - Basis of Presentation (Details Textual) - USD ($) shares in Thousands, $ in Thousands	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Asset Impairment Charges	$ 0
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	0	0

XML

Note 2 - Going Concern (Details Textual) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Retained Earnings (Accumulated Deficit)	$ (16,889,864)	$ (13,389,785)

XML

Note 3 - Contingencies and Uncertainties (Details Textual) $ in Millions	Feb. 02, 2016 USD ($)
Claim Against Attorney General of Canada [Member]
Litigation, Estimated Recovery	$ 15

XML

Note 4 - Notes Payable - Short Term Loans Payable (Details) - Loans Payable [Member] - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Short-term Loan Payable	$ 9,983,501	$ 9,962,287
Short-term Loan Payable to Global Holdings International, LLC [Member]
Short-term Loan Payable	9,675,000	9,675,000
Short-term Mortgage Payable to ARG & Pals, Inc. [Member]
Short-term Loan Payable	$ 308,501	$ 287,287

XML

Note 4 - Notes Payable - Short Term Loans Payable (Details) (Parentheticals) - Loans Payable [Member] - CAD	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Short-term Loan Payable to Global Holdings International, LLC [Member]
Interest Rate	15.00%	15.00%
Maturity Date	Jun. 30, 2016	Jun. 30, 2016
Short-term Mortgage Payable to ARG & Pals, Inc. [Member]
Interest Rate	22.00%	22.00%
Maturity Date	Sep. 21, 2018	Sep. 21, 2018
Original Amount	CAD 385,000	CAD 385,000

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Note 5 - Short Term Loans Payable - Related Party - Short Term Loans Payable Related Party (Details) - Short-term Related Party Loan Payable [Member] - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Short-term Loan Payable	$ 849,127	$ 846,448
Bill Chaaban, President of Cen Biotech [Member]
Short-term Loan Payable	247,627	244,948
Jeff Thomas, Former Director of Creative Edge [Member]
Short-term Loan Payable	$ 601,500	$ 601,500

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Note 5 - Short Term Loans Payable - Related Party - Short Term Loans Payable Related Party (Details) (Parentheticals) - Short-term Related Party Loan Payable [Member]	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Bill Chaaban, President of Cen Biotech [Member]
Debt Instrument, Interest Rate, Stated Percentage	10.00%	10.00%
Debt Instrument, Maturity Date	Dec. 31, 2017	Dec. 31, 2017
Jeff Thomas, Former Director of Creative Edge [Member]
Debt Instrument, Interest Rate, Stated Percentage	10.00%	10.00%
Debt Instrument, Maturity Date	Dec. 31, 2017	Dec. 31, 2017

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Note 6 - Short Term Convertible Notes - Short Term Convertible Notes (Details) - Convertible Notes Payable [Member] - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Short-term Loan Payable	$ 885,207
Short term convertible note payable	$ 885,207

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Note 6 - Short Term Convertible Notes - Short Term Convertible Notes (Details) (Parentheticals) - Convertible Notes Payable [Member]	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Debt Instrument, Interest Rate, Stated Percentage	7.00%
Debt Instrument, Convertible, Number of Equity Instruments	335,833

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Note 7 - Long Term Convertible Notes - Long Term Convertible Notes (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Long-term Convertible Notes Payable to Multiple Private Investors [Member]
Long-Term Convertible Notes	$ 2,150,904	$ 1,167,412
Long-term Convertible Notes Payable to Joe Byrne [Member]
Long-Term Convertible Notes		224,191
Long-term Convertible Notes [Member]
Long-Term Convertible Notes	$ 2,150,904	$ 1,167,412

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Note 7 - Long Term Convertible Notes - Long Term Convertible Notes (Details) (Parentheticals)	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Long-term Convertible Notes Payable to Multiple Private Investors [Member]
Debt Instrument, Interest Rate, Stated Percentage	5.00%	5.00%
Debt Instrument, Term	2 years	2 years
Long-term Convertible Notes Payable to Joe Byrne [Member]
Debt Instrument, Interest Rate, Stated Percentage	12.00%	12.00%

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Note 8 - Long Term Convertible Notes Related Party - Long Term Convertible Notes Related Party (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Long-term Convertible Note Related Party [Member]
Long-Term Convertible Notes	$ 2,710,312	$ 1,388,121
Long-term Convertible Note Related Party [Member] | Bill Chaaban, President of Cen Biotech [Member]
Long-Term Convertible Notes	1,388,121	1,388,121
Long-term Convertible Note Related Party 2, 3, and 4 [Member]
Long-Term Convertible Notes	1,050,000
Long-term Convertible Note Related Party 5 [Member]
Long-Term Convertible Notes	48,000
Long-term Convertible Note Related Party 6 [Member]
Long-Term Convertible Notes	$ 224,191

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Note 8 - Long Term Convertible Notes Related Party - Long Term Convertible Notes Related Party (Details) (Parentheticals)	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Long-term Convertible Note Related Party 2, 3, and 4 [Member]
Debt Instrument, Interest Rate, Stated Percentage	5.00%
Debt Instrument, Convertible, Number of Equity Instruments	550,000
Long-term Convertible Note Related Party 5 [Member]
Debt Instrument, Interest Rate, Stated Percentage	5.00%
Debt Instrument, Convertible, Number of Equity Instruments	30,000
Debt Instrument, Maturity Date	Oct. 26, 2018
Long-term Convertible Note Related Party 6 [Member]
Debt Instrument, Interest Rate, Stated Percentage	12.00%
Bill Chaaban, President of Cen Biotech [Member] | Long-term Convertible Note Related Party [Member]
Debt Instrument, Interest Rate, Stated Percentage	12.00%	12.00%
Debt Instrument, Convertible, Number of Equity Instruments	871,576	871,576
Debt Instrument, Maturity Date	Aug. 17, 2018	Dec. 31, 2018

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Note 9 - Patent Acquisition (Details Textual)	Sep. 12, 2016 USD ($)
Development of Acquired Technology, Annual Compensation for Specialist	$ 200,000
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	$ 182,488

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Note 10 - Commitments and Contingencies (Details Textual)	9 Months Ended
	Sep. 30, 2017 USD ($)
Long-term Debt, Including Accrued Interest	$ 21,475,002
Interest Payable	4,519,540
Notes Payable	16,579,050
Debt Instrument, Debt Default, Amount	9,675,000
Debt Instrument, Collateral Amount	10,533
Expected Annual Operating and Administrative Expenses, Minimum	$ 2,400,000
Convertible Debt [Member]
Debt Instrument, Term	2 years

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Note 10 - Commitments and Contingencies - Summary of Notes Payable (Details)	Sep. 30, 2017 USD ($)
Note Payable	$ 16,579,050
Notes Payable, Related Party 1 [Member]
Note Payable	247,627
Notes Payable, Related Party 2 [Member]
Note Payable	601,500
Notes Payable 1 [Member]
Note Payable	9,675,000
Notes Payable 2 [Member]
Note Payable	308,501
Short-term, Convertible Note [Member]
Note Payable	885,207
Convertible Notes 1[Member]
Note Payable	62,040
Convertible Notes 2 [Member]
Note Payable	463,572
Convertible Notes 3 [Member]
Note Payable	90,200
Convertible Notes 4 [Member]
Note Payable	1,600
Convertible Notes 5 [Member]
Note Payable	566,475
Convertible Notes 6 [Member]
Note Payable	357,000
Convertible Notes 7 [Member]
Note Payable	603,818
Convertible Notes 8 [Member]
Note Payable	6,197
Convertible Notes, Related Party 1 [Member]
Note Payable	1,388,122
Convertible Notes, Related Party 2 [Member]
Note Payable	100,000
Convertible Notes, Related Party 3 [Member]
Note Payable	450,000
Convertible Notes, Related Party 4 [Member]
Note Payable	500,000
Convertible Notes, Related Party 5 [Member]
Note Payable	48,000
Convertible Notes, Related Party 6 [Member]
Note Payable	$ 224,191

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Note 11 - Lease (Details Textual)	9 Months Ended
	Sep. 30, 2017 USD ($)
Operating Leases, Monthly Rent Payment	$ 3,205

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Note 11 - Lease - Future Minimum Operating Lease Payments (Details)	Sep. 30, 2017 USD ($)
2017	$ 9,616
2018	38,462
2019	38,462
2020	38,462
2021	28,847
Total	$ 153,850

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Note 12 - Related Party Transactions (Details Textual)	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Long-term Convertible Notes Payable to Multiple Private Investors [Member]
Debt Instrument, Interest Rate, Stated Percentage	5.00%	5.00%
Bill Chaaban, President of Cen Biotech [Member] | Long-term Convertible Note Related Party [Member]
Debt Instrument, Interest Rate, Stated Percentage	12.00%	12.00%
Debt Instrument, Convertible, Number of Equity Instruments	871,576	871,576
Debt Instrument, Maturity Date	Aug. 17, 2018	Dec. 31, 2018