10-K/A 1 cenb20160414_10ka.htm FORM 10-K/A cenb20151231_10k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 Form 10-K/A

 

(Mark One)

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

 

For the calendar year ended December 31, 2015

 

[  ]      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 000-55557 

 

 

CEN BIOTECH , INC.

 
 

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Ontario, Canada

 

-

 
 

(State or Other Jurisdiction of Incorporation or

Organization)

 

(I.R.S. Employer

Identification No.)

 
 

20 North Rear Road

Lakeshore, Ontario, Canada

 

N0R lK0

 
 

(Address of Principal Executive Offices)

 

(Zip Code)

 

 

Registrant’s Telephone Number: 226-344-0660 

Securities registered under Section 12(b) of the Act: None

 

Securities registered under Section 12(g) of the Act: Yes 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act Yes ☐No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 ☒  No  ☐

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

 

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

 

Large accelerated filer ☐

Accelerated filer ☐

   

Non-accelerated filer ☐

Smaller reporting company ☒

 

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

  

The number of shares outstanding of each of the Registrant’s classes of common stock, as of December 31, 2015 is 7,000,000 shares of common stock and 100,000 shares of preferred stock, both with no par value per share.

 

The Registrant’s common stock has not traded on the OTCQB or elsewhere and, accordingly, there is no aggregate “market value” to be indicated for such shares. The “value” of the outstanding shares held by non-affiliates, based upon the book value as of December 31, 2015 was $-0-.

 

 
 

 

 

EXPLANATORY NOTE  

 

 

CEN Biotech Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the “Original Filing”), which was filed with the Securities and Exchange Commission on April 14, 2016, for the purpose of filing Exhibit 101 – Interactive Data Files required by Rule 405 of Regulation S-T and to correct our registration as under section 12(g) not section 12(b) in the Original Filing. 

 

Except as described above, this Amendment No. 1 does not amend any other information set forth in the Original Filing, and the Company has not updated disclosures included therein to reflect any events that occurred subsequent to April 14, 2016.

 

 
 

 

 

PART IV

 

Item 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

 

31.1*

Certification of Chief Executive Officer

 

31.2*

Certification of Chief Financial Officer

  101.INS** XBRL Instance
  101.SCH** XBRL Taxonomy Extension Schema
  101.CAL** XBRL Taxonomy Extension Calculation
  101.DEF** XBRL Taxonomy Extension Definition
  101.LAB** XBRL Taxonomy Extension Labels
  101.PRE** XBRL Taxonomy Extension Presentation
     
     
  * Previously filed
  **

XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections

 

 

 
 

 

 

SIGNATURE

 

Pursuant to the requirements of Section 13 or 15(d) 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: April 14, 2016

 

By: /s/ Bill Chaaban 

 

 

 

BILL CHAABAN

 

 

 

Chief Executive Officer