CEN BIOTECH INC (Form: 8-K, Received: 07/13/2021 17:01:25)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): July 9, 2021

CEN BIOTECH, INC.

(Exact name of registrant as specified in its charter)

Ontario, Canada	000-55557	-
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

300-3295 Quality Way

Windsor, Ontario

Canada

N8T 3R9

(Address of principal executive offices, including zip code)

(519) 419-4958

(Registrant’s telephone number, including area code)

Not applicable.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

	Title of each class		Trading Symbol(s)		Name of each exchange on which registered
	None		N/A		N/A

☑	Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐	If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 1.01. Entry into a Material Definitive Agreement.

The disclosures in Item 2.01 of this Current Report on Form 8-K are incorporated by reference into this Item 1.01.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On April 20, 2021, CEN Biotech, Inc., a corporation incorporated under the laws of Canada operating in the Province of Ontario (the “Company”) entered into a Share Exchange Agreement (the “Agreement”) with Clear Com Media Inc., an Ontario, Canada corporation (“CCM”), each of the shareholders of CCM as set forth on the signature pages of the Agreement (the “CCM Shareholders”) and Lawrence Lehoux as the representative of the CCM Shareholders (the “Shareholders’ Representative”, each of CCM and the CCM Shareholders may be referred to collectively herein as the “CCM Parties”).

Pursuant to the Agreement, the Company agreed to acquire from the CCM Shareholders, all of the common shares of CCM, which is 10,000 shares of CCM common shares (the “CCM Stock”) held by the CCM Shareholders in exchange (the “Exchange”) for the issuance by the Company to the CCM Shareholders of 4,000,000 restricted shares of the Company’s common stock, no par value per share (the “Company Common Stock”).

The Agreement closed on July 9, 2021 (the “Closing”). At Closing, the CCM Shareholders delivered the CCM Stock to the Company and the Company delivered the Company Common Stock to the CCM Shareholders, and CCM became a wholly owned subsidiary of the Company.

At Closing, the Company increased the number of members on its Board of Directors (the “Board”) by one and to appoint and named the Shareholder Representative as a member of the Board of the Company. Additionally, at Closing, the Company appointed and named the Shareholder Representative as the Company’s Chief Technology Officer.

Lawrence Lehoux, age 49, has served as the Chief Executive Officer of CMM since April 2017 and continues to serve in such capacity to date. CCM is a digital media company where Mr. Lehoux leads the organization on a variety of internal initiatives including digital series, online marketing, web and product development. Mr. Lehoux founded CCM in early 2017 with a mission to craft unique service offerings around the development and deployment of a variety of digital solutions. Mr. Lehoux leads CCM’s work with international brands and business partners seeking to provide white label solutions and unique digital services. Mr. Lehoux was the Chief Executive Officer of Wireless H.Q. from July 2015 to May 2017, which is a wireless distribution business having eighty-two retail locations in Michigan and Ohio, where Mr. Lehoux arranged all financing and negotiated the purchase of the business while implementing a reorganization of all senior management and staff across all locations and developed a new point of sale system while integrating unique online marketing and sales incentives. From January 2012 to August 2017, Mr. Lehoux served as the founder and Chief Executive Officer of Blurt Marketing, which developed custom software for the telecom industry through contract developers and engineers. Mr. Lehoux was responsible for all executive level duties as well as product planning and business development at Blurt Marketing. Mr. Lehoux received a degree in business from the University of Windsor in 1994. Mr. Lehoux filed a personal bankruptcy in the Superior Court of Justice in Ontario, Canada on August 2, 2017, and the bankruptcy was discharged on August 29, 2018.

At Closing, the Company entered into an employment agreement (the “Employment Agreement”) with Mr. Lehoux. Pursuant to the Employment Agreement, during the term of the Employment Agreement, the Company agreed to employ, and Mr. Lehoux agreed to accept employment with the Company as the Company’s Chief Technology Officer. Pursuant to the Employment Agreement, the Company agreed to pay Mr. Lehoux a base salary of $31,200. The term of the Employment Agreement is for an indefinite period subject to termination in accordance with the terms of the Employment Agreement. The Employment Agreement can be terminated by Mr. Lehoux for “Good Reason” as such term is defined in the Employment Agreement or without “Good Reason” by giving a minimum of thirty (30) days’ prior written notice to advise the Company that he is resigning his employment. In the event of termination of the Employment Agreement by Mr. Lehoux by resignation without “Good Reason,” then no sums will be payable by the Company except for: (i) any unpaid base salary through the effective date of resignation and (ii) reimbursement for any expenses for which Mr. Lehoux had not been reimbursed. In the event of a termination of the Employment Agreement by Mr. Lehoux for “Good Reason,” then the Company would have a period of thirty (30) days following receipt of such notice from Mr. Lehoux to cure or revoke the event constituting “Good Reason. The Company can also terminate the Employment Agreement for “Cause” as such term is defined in the Employment Agreement, and if that occurs, no sums will be payable by the Company except for: (i) any unpaid base salary through the date of termination, (ii) reimbursement for any expenses for which the Mr. Lehoux had not been reimbursed and (iii) only if the act of “Cause” does not constitute willful misconduct, disobedience or willful neglect of duty that is not trivial and has not been condoned by the Company, any other amount due under the Employment Agreement for termination pay or severance pay. The Company can also terminate the Employment Agreement without “Cause” at any time.

Pursuant to the Employment Agreement, in connection with the sale of the Company or any other transaction constituting a “Change in Control” as such term is defined in the Employment Agreement or a strategic transaction, the Company may, but will not be obligated, to provide Mr. Lehoux with additional compensation (including, but not limited to additional stock options or restricted stock) for services outside of general scope of duties and responsibilities of Mr. Lehoux.

“Good Reason” is defined under the Employment Agreement as a material diminution in the base salary, excluding reductions (totaling no more than 20% in the aggregate) generally applicable to all senior executives provided, however, that such exclusion does not apply if the material diminution in occurs within 60 days prior to the consummation of a “Change in Control” that was already under consideration when the notice of the occurrence of the event alleging “Good Reason” was made or 12 months thereafter. “Cause” is defined under the Employment Agreement as (i) an intentional tort (excluding any tort relating to a motor vehicle) which causes substantial loss, damage or injury to the property or reputation of the Company or its subsidiaries (ii) continued or repeated gross neglect of Mr. Lehoux’ reasonable duties (for a reason other than illness or incapacity) which is not cured within ten (10) days after written notice thereof by the Board (iii) the disregard of written, material policies of the Company or its subsidiaries which causes a material loss, damage or injury to the property or reputation of the Company or its subsidiaries which is not cured within ten (10) days after written notice thereof by the Board (iv) any material breach of Mr. Lehoux ongoing obligation not to disclose confidential information and not to assign intellectual property developed during employment which, if capable of being cured, is not cured within ten (10) days after written notice thereof is given by the Board or (v) any substantial willful act which has a material harmful effect on the Company.

The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by the full text of the Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

At Closing, CCM expanded the size of the CCM Board of Directors by three persons, to be a total of five persons, and named Bahige Chaaban, Joseph Byrne and Ameen Ferris as directors on the CCM Board of Directors. Bahige Chaaban is the Company’s Chief Executive Officer and a member of its Board. Joseph Byrne is a President and a member of the Company’s Board. Ameen Ferris is a Vice President and a member of the Company’s Board.

CCM is a Windsor, Ontario based digital marketing, and e-commerce company founded on the premise that we are not satisfied until our customers are. CCM is committed to delivering a positive customer experience while continuing to grow and gaining the trust of the online community.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosures in Item 2.01 of this Current Report on Form 8-K are incorporated by reference into this Item 3.02. The issuance of the Company Common Stock described in Item 2.01 was made in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), in reliance upon exemptions from the registration requirements of the Act in transactions not involving a public offering.

Item. 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The disclosures in Item 2.01 of this Current Report on Form 8-K are incorporated by reference into this Item 5.02.

Item 7.01 Regulation FD Disclosure.

On July 12, 2021, the Company issued a press release (the “Press Release”) announcing the Closing and Mr. Lehoux’s appointment as the Company’s Chief Technology Officer and a member of the Company’s Board of Directors, and also stating that the Company is seeking to expand its business to include Cannabis, Psychedelic mushrooms and Digital communities. The Press Release is furnished hereto as Exhibit 99.3 and is incorporated by reference herein.

The information contained in the Press Release is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that Section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The audited financial statements of CCM for the years ended December 31, 2020 and 2019 and the unaudited financial statements of CCM for the three-month period ended March 31, 2021 and 2020 are attached to this Current Report on Form 8-K as Exhibit 99.1 and are incorporated by reference herein.

(b) Pro Forma Financials.

The unaudited pro forma condensed combined financial statements for the year ended December 31, 2020 and the three months ended March 31, 2021 will be filed with an amendment to this Current Report on Form 8-K as Exhibit 99.2. within 71 calendar days of the Closing.

(c) Shell Company Transaction.

Not applicable.

(d) Exhibits.

Exhibit No.		Description
10.1*		Employment Agreement with Lawrence Lehoux dated July 9, 2021.
99.1*		Audited Financial Statements of Clear Com Media Inc. for the years ended December 31, 2020 and 2019 and Unaudited Interim Financial Statements of Clear Com Media Inc. for the quarter ended March 31, 2021.
99.2***		Unaudited Pro forma financial statements of the Company and Clear Com Media Inc. as of December 31, 2020 and March 31, 2021.
99.3**		Press Release of the Company dated July 12, 2021.

*Filed herewith.

**Furnished herewith.

***To be filed by amendment.

SIGNATURES

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

	CEN Biotech, Inc.


Date: July 13, 2021	By:	/s/ Bahige Chaaban
		Bahige Chaaban
		Chief Executive Officer (principal executive officer)

Exhibit 10.1

EXECUTIVE EMPLOYMENT AGREEMENT BETWEEN LAWRENCE LEHOUX AND CEN BIOTECH, INC.

This Executive Employment Agreement ("Agreement") is entered into as of July 9, 2021, by and between CEN Biotech, Inc. (the "Company"), and Lawrence Lehoux (the "Executive") and effective as of July 9, 2021 (the "Effective Date"). The parties believe it to be in their best interest to document the terms of the Executive's employment with the Company as follows:

In consideration of the employment of the Executive by the Company and the mutual agreements in this Agreement, the Executive and the Company agree as follows:

1. Term of Agreement: The term of the Executive's employment pursuant to this Agreement shall commence as of the Effective Date and shall continue for an indefinite period (the "Term), subject to termination in accordance with the provisions hereof.

2. Employment Position/ Duties and Restrictions:

a. During the Term, the Company agrees to employ the Executive and the Executive hereby accepts employment with the Company as its Chief Technology Officer subject to the general supervision, advice and direction of the Company's President, and subject to the terms and conditions of this Agreement. The Executive's authority, duties and responsibilities shall be consistent with such authority, duties and responsibilities as are customary for this position, including, without limitation: overseeing assigned aspects of the Company's domestic and international operations; support the further developing, refining and implementing the Company's growth plans as assigned; and contribute to the Company's domestic and international acquisitions and investments as assigned. Executive shall also perform such other services and duties as the President may from time-to-time designate at its sole discretion.

c. During the Term, the Company agrees that Executive may be nominated for election to the Board.

d. Executive shall serve the Company, devote his full working time and attention to his duties, promote the interests of the Company and follow the reasonable and lawful instructions of the Board. Executive shall carry out his duties in a manner consistent with and in compliance with all present and future requirements and limitations of all applicable federal and provincial laws and regulations.

e. Executive agrees that he shall at all times observe and be bound by all proper rules, policies, procedures, practices, and resolutions adopted, or to be adopted, by the Company which are generally applicable to the Company's officers and employees and which do not otherwise conflict with this Agreement.

f. Executive shall not engage in any other business that would interfere with his duties, provided that nothing contained herein is intended to limit Executive's right to:

(i) continue his involvement with organizations with which he was involved prior to the date of execution of this Agreement provided such entity is not a direct competitor of the Company and that his involvement will not interfere or conflict with his duties hereunder; and

(ii) following the execution of this Agreement, but subject to the prior written consent by the Board, become involved with another business, provided such entity is not a direct competitor of the Company and that his involvement will not interfere or conflict with his duties hereunder.;

(iii) make passive investments in the securities of publicly-owned companies or other businesses which will not interfere or conflict with his duties;

(iv) serve on corporate, civic or charitable boards or engage m charitable activities without remuneration therefore; and

(v) with the prior written consent of the Company's Chairman, sit on the Board of one other company, provided that it is not a direct competitor of the Company.

g. The Company shall, to the maximum extent not prohibited by law, indemnify and hold the Executive harmless for any acts or decisions made by the Executive in the course of fulfilling his responsibilities on behalf of the Company provided he has acted in good faith and in a manner the Executive reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding relating to his conduct in respect of Company matters, had no reasonable cause to believe his conduct was unlawful.

3.	Incentive Stock.

a. The board of the Company may, from time to time and in its sole discretion, award the Executive additional restricted stock, stock options or other equity based consideration, with any such awards being subject in each case to the applicable agreements governing such award.

4.	Ongoing Compensation and Benefits:

a. Base Salary: The Executive shall receive an annual base salary ("Base Salary") of Thirty One Thousand Two Hundred Dollars ($31,200.00) payable in accordance with the Company's regular payroll practices, as established from time to time. During the Term, the Company shall periodically review the Executive's Base Salary but, in any event, no less than on an annual basis, taking into consideration such factors as market trends, internal considerations and job performance, and may (but is not obligated to) increase, but not decrease, the annual Base Salary upon such review.

b. Employee Benefits: The Executive may participate in the Company's employee welfare, benefit, retirement and programs and policies that are in effect and generally available to the other senior executives of the Company, including any profit sharing or employee stock purchase, group life, health, hospitalization and disability insurance plans and paid time off (collectively the "Benefit Plans"). The Executive's participation in the Benefit Plan will be subject to the terms and conditions of each Benefit Plan, including eligibility and compliance requirements.

c. Other Benefits:

(i) Travel - In accordance with the policies of the Company in effect from time to time, the Company shall pay for or reimburse the Executive for all documented business related expenses incurred by the Executive in the performance of his duties, including travel expenses, in accordance with the Company's policies and on the same basis as paid, advanced or reimbursed to the Company's other senior executives.

(ii) Work Visas and Permits - The Company shall pay for and secure any necessary work visas or permits reasonably required by the Executive to perform his duties.

(iii) Professional Development and Training - The Company shall pay for or reimburse the Executive for any reasonable professional development or training.

(iv) Paid Time Off - The Executive shall be entitled to:

(1) public holidays in accordance with the Employment Standards Act, 2000 (the "ESA") and, in any event, no less than the same number of holidays and sick days as are generally allowed to executive officers of the Company, and

(2) the greater of (A) four (4) weeks of paid vacation per twelve (12) months' plus ten (10) personal days or (B) the ESA minimum required paid vacation. Except to the extent prohibited by the ESA, vacation days not taken cannot be carried over to a subsequent vacation year and un-used portions are not convertible to cash.

(v) Additional Compensation - In connection with the sale of the Company or any other transaction constituting a Change in Control (defined below) or a strategic transaction, the Board may, but shall not be obligated, to provide the Executive with additional compensation (including, but not limited to additional stock options or restricted stock) for services outside of general scope of duties and responsibilities of the Executive.

5.	Termination.

a. Definitions. For purposes of this Agreement:

(i) "Cause" means the occurrence of any event constituting just cause at law including, without limitation, the following:

(1) an intentional tort (excluding any tort relating to a motor vehicle) which causes substantial loss, damage or injury to the property or reputation of the Company or its subsidiaries;

(2) continued or repeated gross neglect of the Executive's reasonable duties (for a reason other than illness or incapacity) which is not cured within ten (10) days after written notice thereof by the Board to the Executive.

(3) the disregard of written, material policies of the Company or its subsidiaries which causes a material loss, damage or injury to the property or reputation of the Company or its subsidiaries which is not cured within ten (10) days after written notice thereof by the Board to the Executive;

(4) any material breach of the Executive's ongoing obligation not to disclose confidential information and not to assign intellectual property developed during employment which, if capable of being cured, is not cured within ten (10) days after written notice thereof is given by the Board to the Executive; or

(5) any substantial willful act which has a material harmful effect on the Company.

(ii) "Change in Control" means the occurrence of any of the following in one or a series of related transactions: (A) an acquisition after the date hereof by an individual or legal entity or "group" (as described in Rule 13d-5(b)(l) under the Exchange Act) of more than one-half (1/2) of the voting rights or equity interests in the Company; (B) a replacement of more than one-half (1/2) of the members of the Board in a twelve (12) month period in a single election of directors that is not approved by at least a majority of (1) those individuals who were members of the Board on the date hereof, (2) those individuals who were nominated or appointed to the Board by at least a majority of such members of the Board (collectively, the persons referenced in clauses (1) and (2) shall be referred to herein as the "Incumbent Directors"), and (3) any member of the Board who was nominated or appointed by a majority of the Incumbent Directors at the time of such nomination or appointment; (C) a merger or consolidation of the Company or any affiliate thereof in one or a series of related transactions, unless following such transaction or series of transactions, the holders of the Company's securities prior to the first such transaction continue to hold at least one-half of the voting rights and equity interests in the surviving entity; (D) a sale of all or substantially all of the assets of the Company and its subsidiaries on a consolidated basis; (E) a recapitalization, reorganization or other transaction involving the Company or any affiliate thereof that constitutes or results in a transfer of more than one-half (1/2) of the voting rights or equity interests in the Company, unless following such transaction or series of transactions, the holders of the Company's securities prior to the first such transaction continue to hold at least one-half (1/2) of the voting rights and equity interests in the surviving entity or acquirer of such assets and one-half (1/2) or more of the Board remain the same; or (F) the execution by the Company or its controlling shareholders of an agreement providing for or reasonably likely to result in any of the foregoing events.

(iii) "COBRA" means the U.S. Consolidated Omnibus Budget Reconciliation Act.

(iv) "Disability" means the inability of the Executive to substantially perform the Executive's usual duties (provided, however, that the Company acknowledges its obligations to provide reasonable accommodation to the extent required by applicable law) for a period of sixty (60) consecutive days or any period of ninety (90) days in any 180 day period, in each case, excluding vacation leave and personal days and any holidays. In the event of a dispute between the parties hereto with respect to said Disability, the Executive shall be required to submit to a reasonable examination by a physician mutually chosen by the Company and the Executive, the cost of which shall be paid by the Company, and whose determination shall be binding upon the parties. Subject to applicable law, the Executive shall sign and deliver such documents reasonably requested by such physician to so permit such physician to provide a report including such determination to the Company and any other person reasonably necessary in connection with the resolution of such dispute.

(v) "Good Reason" means:

(1) a material diminution in the Executive's Base Salary below the amount to which he was entitled as of the Effective Date or as increased during the course of his employment with the Company, excluding one or more reductions (totaling no more than 20% in the aggregate) generally applicable to all senior executives provided, however, that such exclusion shall not apply if the material diminution in the Executive's Base Salary occurs within (A) 60 days prior to the consummation of a Change in Control where such Change in Control was under consideration at the time the Executive provided notice of the occurrence of the event he alleges constitutes Good Reason and his desire to tem1inate his employment with the Company on account of such as required herein, below or (B) twelve (12) months after the date upon which such a Change in Control occurs;

b. Rights of Termination. This Agreement may be terminated as follows:

(i) By the Executive Resigning Without Good Reason. The Executive has the right at any time on a minimum of thirty (30) days' prior written notice to advise the Company that he is resigning his employment. In the event of termination of this Agreement by the Executive by resignation without Good Reason, no sums shall be payable by the Company except for: (i) any unpaid Base Salary through the effective date of resignation, and (ii) reimbursement for any expenses for which the Executive has not theretofore been reimbursed

(ii) By the Executive for Good Reason. Following an event which constitutes Good Reason, the Executive has the right, subject to the provisions of this Section, to terminate his employment and receive from the Company those payments, benefits and perquisites as if the Company had terminated his employment without cause. As a pre-condition of the Executive's ability to terminate his employment with the Company on account of Good Reason, he must provide notice of the occurrence of the event he alleges constitutes Good Reason and his desire to terminate his employment with the Company on account of such within ninety (90) days following the initial existence of the condition he alleges constitutes Good Reason. The Company will have a period of thirty (30) days following receipt of such notice to cure or revoke the condition constituting Good Reason. If the Company does not cure or revoke the event constituting Good Reason within such thirty (30) day period, the Executive's termination date shall be the day immediately following the end of such thirty (30) day period, unless the Company provides for an earlier termination date.

(iii) By the Company for Cause. The Company may terminate this Agreement and the Executive's employment hereunder for Cause by written notice to the Executive. In the event of termination of this Agreement by the Company for Cause, no sums shall be payable by the Company except for: (i) any unpaid Base Salary through the date of termination, (ii) reimbursement for any expenses for which the Executive has not theretofore been reimbursed and (iii) only if the act of Cause does not constitute willful misconduct, disobedience or willful neglect of duty that is not trivial and has not been condoned by the Company, any other amount due under the ESA for termination pay or severance pay.

(iv) By the Company for Death or Disability.

(1) In the event the Company terminates the Executive's employment as a result of the Disability of the Executive, the Company shall give fifteen (15) days' advance written notice to that effect to the Executive.

(2) In the event of termination of this Agreement as a result of the death or Disability of the Executive where such death or Disability was the direct or proximate cause from the Executive conducting the Company business, no sums shall be payable by the Company thereafter except for: (A) any unpaid Base Salary through the date of termination; (B) reimbursement for any expenses for which the Executive shall not have theretofore been reimbursed; (C) the Company shall continue to pay to the Executive (or the estate of the Executive) his Base Salary for a period of [one (1) year] (the "On-Duty Severance Period"), payable in accordance with the Company's regular payroll practices, as established from time to time; (D) if Executive is a qualified beneficiary under COBRA, pay to the Executive (or the Executive's eligible dependents) COBRA continuation coverage premiums, including coverage for Executive's eligible dependents, in the event the Executive elects such coverage, for the On-Duty Severance Period, and in the event that the COBRA continuation expires prior to the expiration of the On-Duty Severance Period, an amount equal to such COBRA continuation premiums for the remaining months in the On-Duty Severance Period; (E) other than in the event of death, maintain, to the extent permitted under the applicable insured benefit plan, the employer portion of the premium for the benefits to which the Executive was entitled as of the date of termination for the duration of the On-Duty Severance Period; and (F) all Restricted Stock previously issued to the Executive shall automatically vest.

(3) In the event of termination of this Agreement as a result of the death or Disability of the Executive where such death or Disability was other than the direct or proximate cause from the Executive conducting the Company business, no sums shall be payable by the Company thereafter except for: (A) any unpaid Base Salary through the date of termination; (B) reimbursement for any expenses for which the Executive shall not have theretofore been reimbursed; (C) any benefits and other matters required by applicable law, including the ESA; and (D) if the Executive is a qualified beneficiary under COBRA, COBRA continuation coverage premiums, including coverage for the Executive's eligible dependents, in the event the Executive elects such coverage, for a period of six (6) months after the date of employment termination (the "Disability Coverage Period"), and in the event that the COBRA continuation expires prior to the expiration of the Disability Coverage Period, an amount equal to such COBRA continuation premiums for the remaining months in the Disability Coverage Period.

(v) By the Company Without Cause. The Company may terminate this Agreement and the Executive's employment hereunder at any time without Cause and the Executive may terminate this Agreement for Good Reason, and in either case the Executive and the Company agree as follows:

(1 ) no sums shall be payable by the Company thereafter except that: (i) the Company shall continue to pay to the Executive his Base Salary for a period of one (1) year (the "Severance Period"), payable in accordance with the Company' s regular payroll practices, as established from time to time, (ii) to the extent permitted under the applicable insured benefit plans, the Company shall maintain the employer portion of the premium for the benefits which the Executive then enjoys for the Severance Period, (iii) all Restricted Stock previously issued to the Executive shall automatically vest, and (iv) reimbursement for any expenses for which the Executive has not theretofore been reimbursed.

(vi) Release Notwithstanding anything in this Agreement to the contrary, except for amounts required to be paid pursuant to the ESA, any other payments, benefits or perquisites payable by the Company to the Executive upon termination of employment is conditional on the Executive executing a release reasonably acceptable in form and substance to the Company, of and from any and all claims that the Executive has, or may have, against the Company relating to the Executive's employment with, and the termination of that employment by, and services to, the Company, other than claims arising under this Agreement and claims which cannot be waived under applicable law.

6. No Mitigation Obligation. Executive shall not be required to mitigate the amount of any payment or benefit provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for herein be reduced by any compensation earned by other employment or otherwise.

7. Tax Matters. The Company may withhold from any amounts payable under this Agreement all federal, provincial, city or other taxes as the Company is required to withhold pursuant to any applicable law, regulation or ruling.

8. Compliance with Section 409A; Deferral of Certain Payments. Notwithstanding anything herein to the contrary, where applicable in respect of the residency of the Executive, this Agreement shall at all times be operated in accordance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). In particular, and without limiting the generality of the foregoing: (a) if any action taken hereunder in connection with any stock right, including the vesting, extension or renewal of the stock right, would result in the stock right becoming subject to the provisions of Section 409A of the Code, such action shall not be taken or shall be taken only to the extent that it will not result in the stock right becoming subject to Section 409A; (b) if any payment otherwise due hereunder would be, when otherwise due, subject to additional taxes and interest under Section 409A of the Code, then such payment shall be deferred to the extent required to avoid such additional taxes and interest; and (c) if you, at the time of your "separation from service" from the Company, are a "specified employee," then to the extent any payment under this Agreement upon your termination of employment is subject to Section 409A of the Code, no such payment shall be made for six (6) months following your "separation from service." The terms "separation from service" and "specified employee" shall have the meanings set forth under Section 409A of the Code and the regulations and rulings issued thereunder.

9. Confidentiality. The Company is engaged in those businesses reported or disclosed in documents filed with the applicable securities commission(s) as well as those opportunities under active development at a point in time and as may be set out in the Company's strategic plan(s) and the provision of services ancillary thereto (collectively the "Business"). In doing so, it has built up and established an extensive trade, reputation and goodwill in the Business. The Executive acknowledges and agrees that as a result of the nature of the Company's business and the nature of Executive's position with the Company, the Executive will come into contact with, have access to and learn various trade secrets and other Confidential Information, which are the property of the Company and its Affiliates. Such Confidential Information includes , but is not limited to:

a. the names, addresses, and phone numbers of the Company's and its afiliate's customers and referral sources and all other confidential information relating to those customers and referral sources, including any other information relating to customers and referral sources that has been obtained or made known to the Executive as the result of performing services for the Company;

b. Marketing Information, including, without limitation, the Company' s marketing methods , materials, and strategies;

c. Financial Information, including, without limitation , pncmg information, cost information, sales figures, sales reports, compensation paid to the Company's and its affiliate's employees, accounting/financial records (including , but not limited to, balance sheets, profit and loss statements, tax returns, payable and receivable information, bank account information and other financial reporting information);

d. Operations and Strategic Information, including, without limitation, the existence and content of business plans, strategy plans, matters of a business nature such as information about the Company's and its affiliate's files, internal memoranda, personnel policies, payroll, and terms of employment;

e. any information whose release could do harm to the Company or that could provide another Company with a competitive advantage, including methodology and analytical techniques, staff and shareholder information, information on current and prospective clients, and marketing strategies; and

f. contemplated acquisitions, marketing investigations and surveys.

10. Confidential Information shall not include any information which (i) the Executive possessed prior to the Effective Date, (ii) has or will provide to the Company, and (iii) any information that is, or subsequently becomes, publicly available without Executive's breach of any obligation owed to the Company under this Agreement.

11. In recognition of the Company's need to protect the legitimate business interests and assets of the Company and the affiliates, and in consideration of the rights granted to the Executive in this Agreement, the Executive hereby agrees that with regard to any Confidential Information, at all times during the Term and for a period of two years following termination of the Term, for any reason, the Executive will regard and treat all such information as strictly confidential and wholly owned by the Company or its affiliate, as the case may be, and will not, for any reason or in any fashion, either directly or indirectly, use or reproduce any such Confidential Information or disclose, transfer, assign, disseminate or otherwise communicate any such Confidential Information to any person or entity for any purpose other than in accordance with this Agreement or pursuant to the instructions of a duly authorized representative of the Company.

12. At the expiry of the Executive's employment with the Company or at any other time that the Company so requests, the Executive shall return or cause to be returned to the Company all tangible property of the Company and shall not retain any copies of such property.

13. Non-Solicitation of Customers. The Executive will not while employed by the Company and for a period of one (1) year following termination of employment, directly or indirectly by assisting others, solicit or accept, or attempt to solicit or accept, any business competitive to the business of the Company, from any customer with whom Executive had material contact (i.e. dealt with, supervised dealings with, obtained confidential information concerning, or had resultant earnings on) during employment with the Company.

14. Non-solicitation of Employees. The Executive will not, during his/her employment with the Company, and for a period of one (1) year following termination of said employment, directly or indirectly by assisting others, solicit, recruit, raid, or hire, or attempt to solicit, recruit, raid, or hire any person who is an employee of the Company and with whom Executive became familiar as a result of Executive's employment with the Company.

15. Specific Enforcement. The Company and the Executive expressly agree that a violation of any of the covenants contained in Sections 9 - 13 shall cause irreparable injury to the Company and that, accordingly, the Company shall be entitled, in addition to any other rights and remedies it may have at law or in equity, to temporary and permanent injunctive relief enjoining and restraining the Executive from doing or continuing to do any such act and any other violation or threatened violation of Section 9, 10, 11, 12 or 13.

16. In the event the Executive is in breach of Section 12 or 13 hereof, the period of restraint set forth therein shall be automatically tolled and suspended for the amount of time that the breach continues.

17. Severability ..In the event any provision of this Agreement shall be found to be void, the remaining provisions of this Agreement shall nevertheless be binding with the same effect as though the void part were deleted; provided, however, if any of Sections 9 - 13 shall be declared invalid, in whole or in part, the Executive shall execute, as soon as possible, a supplementary agreement with the Company providing, to the extent legally possible, the protection afforded by said Sections. It is expressly understood and agreed by the parties hereto that the Company shall not be barred from enforcing the restrictive covenants contained in each of Section 9, 10, 11, 12 and 13 as each are separate and distinct, so that the invalidity of any one or more of said covenants shall not affect the enforceability and validity of the other covenants.

18. Waiver. The waiver of a breach of any provision of this Agreement by either of the Parties shall not operate or be construed as a waiver by such Party of the breach of any other provisions of this Agreement or as a waiver of a subsequent breach of the same provision of this Agreement.

19. Successors and Binding Agreement.

a. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement will be binding upon and inure to the benefit of the Company and any successor to the Company, including without limitation any persons acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the "Company" for the purposes of this Agreement), but will not otherwise be assignable, transferable or delegable by the Company.

b. This Agreement will inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees and legatees.

c. This Agreement is in the nature of a personal services contract and the duties assigned to Employee hereunder are non-delegable. Without limiting the generality or effect of the foregoing, the Executive's right to receive payments hereunder will not be assignable, transferable or delegable, whether by pledge, creation of a security interest, or otherwise, other than by a transfer by the Executive's will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Section 8(c), the Company will have no liability to pay any amount so attempted to be assigned, transferred or delegated.

20. Notices. For all purposes of this Agreement, all communications, including without limitation notices, consents, requests or approvals, required or permitted to be given hereunder will be in writing and will be deemed to have been duly given when hand delivered or dispatched by electronic facsimile transmission (with receipt thereof orally confirmed), or five (5) business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid, or three (3) business days after having been sent by a nationally recognized overnight courier service such as FedEx or UPS, addressed to the Company (to the attention of the Secretary of the Company) at its principal executive office and to the Executive at his principal residence, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices of changes of address will be effective only upon receipt.

21. Governing Law. The validity, interpretation, construction and performance of this Agreement will be governed by and construed in accordance with the substantive laws of the Province of Ontario.

22. Money. All monetary sums stated herein refer to US Funds.

23. Validity. If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person or circumstances will not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal will be reformed to the extent (and only to the extent) necessary to make it enforceable, valid or legal.

24. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto or compliance with any condition or provision of this Agreement to be performed by such other party will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, expressed or implied with respect to the subject matter hereof have been made by either party that are not set forth expressly in this Agreement. References to Sections are to references to Sections of this Agreement. Any reference in this Agreement to a provision of a statute, rule or regulation will also include any successor provision thereto.

25. Board Membership. Subject to the termination of this Agreement, during the Term, at each annual meeting of the Company's stockholders , the Company will nominate the Executive to serve as a member of the Board unless such nomination is not consistent with the goals and objectives of the Company's nominating committee. The Executive's service as a member of the Board will be subject to any required stockholder approval. Upon the termination of the Executive's employment for any reason, unless otherwise requested by the Board, the Executive agrees to resign from the Board (and all other positions held at the Company and its affiliates), and the Executive, at the Board's request, will execute any documents necessary to reflect his resignation.

26. Entire Agreement. This Agreement, once executed by the parties will constitute the entire agreement between the parties relating to the employment of the Executive and supersedes any prior agreements, whether written or oral. No amendment to these terms will be effective unless in writing and signed by both parties.

27. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date first above written.

Signatures on next page:

	COMPANY:


	CEN Biotech Inc.


	/s/ Bahige Chaaban
	Bahige Chaaban, CEO


	EXECUTIVE:




	Lawrence Lehoux

Exhibit 99.1

PART I

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

Contents

	Page
CONSOLIDATED FINANCIAL STATEMENTS

Independent Auditors’ Report	1

Consolidated balance sheets as of December 31, 2020 and 2019 and March 31, 2021	2

Consolidated statements of income for the years ended December 31, 2020 and 2019 and for the three months ended March 31, 2021 and 2020	3

Consolidated statements of shareholders’ equity (deficit) for the years ended December 31, 2020 and 2019 and for the three months ended March 31, 2021	4

Consolidated statements of cash flows for the years ended December 31, 2020 and 2019 and for the three months ended March 31, 2021 and 2020	5

Notes to the consolidated financial statements	6



Independent Auditors’ Report

To the Shareholders of

Clear Com Media Inc.

We have audited the accompanying financial statements of Clear Com Media Inc. which comprise the balance sheets as of December 31, 2020 and 2019, and the related statements of income, shareholders’ equity (deficit), and cash flows for the years then ended and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Clear Com Media Inc. as of December 31, 2020 and 2019 and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

June 16, 2021

CLEAR COM MEDIA INC.

Consolidated Balance Sheets

	December 31, 2020		December 31, 2019			March 31, 2021 (Unaudited)
ASSETS
Current assets
Cash	$	266,324	$	103,391		$	363,204
Accounts receivable		248,409		180,703			176,529
Prepaid expenses		26,940		10,035			15,720
Income taxes receivable		49,159		153,949			29,875

Total current assets		590,832		448,078			585,328

Property and equipment, net		118,471		93,979			115,333
Capitalized software development costs		157,168		41,399			189,916
Other assets		10,343		-			7,809

Total assets	$	876,814	$	583,456		$	898,386

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)

Current liabilities
Accounts payable and accrued liabilities	$	72,459	$	77,862		$	72,785
Government remittance payable		42,999		70,242			42,292
Governmental assistance payable		296,501		-			296,501
Loan payable		144,889		550,574			89,343

Total current liabilities		556,848		698,678			500,921

Advances payable to shareholder		9,537		20,175			34,171
CEBA loan payable		60,000		-			60,000
Deferred income taxes		14,061		8,261			14,494

Total liabilities		640,446		727,114			609,586

Shareholders’ equity (deficit)
Common stock, $0.01 par value; authorized, issued and outstanding, 10,000 shares		100		100			100
Retained earnings (accumulated deficit)		236,268		(143,758	)		288,700

Total shareholders’ equity (deficit)		236,368		(143,658	)		288,800

Total liabilities and shareholders’ equity (deficit)	$	876,814	$	583,456		$	898,386

See accompanying notes to consolidated financial statements.

CLEAR COM MEDIA INC.

Consolidated Statements of Income

	Years Ended December 31,						For the three months ended March 31,
	2020			2019			2021			2020
							(Unaudited)			(Unaudited)
Revenue	$	1,665,563		$	1,699,166		$	347,114		$	466,466

Operating expenses
Wages and benefits		931,382			1,021,042			237,535			236,550
General and administrative		127,850			119,262			30,053			62,247
Subcontractors		124,370			155,147			22,219			22,825
Occupancy		117,915			73,344			28,849			27,768
Software and licenses		59,630			86,647			12,037			13,526
Depreciation and amortization		31,973			20,529			7,979			6,417
Foreign exchange loss (gain)		16,093			19,637			(828	)		48,717
Advertising		23,315			32,477			5,765			4,343
Bank charges		14,357			21,601			399			1,181

Total operating expenses		1,446,885			1,549,686			344,008			423,574

Income from operations		218,678			149,480			3,106			42,892

Interest expense		(8,227	)		(2,726	)		(495	)		(2,783	)
Tax credit income		89,881			134,574			-			-
Other expense		-			-			(46,579	)		-
Governmental assistance income		145,590			-			176,617			2,886

Income before income taxes		445,922			281,328			132,649			42,995
Income tax expense (benefit)		65,896			41,375			19,717			(3,453	)

Net income	$	380,026		$	239,953		$	112,932		$	46,448

See accompanying notes to consolidated financial statements.

CLEAR COM MEDIA INC.

Consolidated Statements of Shareholders’ Equity (Deficit)

	Common Shares		Common Shares Amount		Retained Earnings (Accumulated Deficit)			Total Shareholders’ Equity (Deficit)
Balances, January 1, 2019		10,000	$	100	$	(383,711	)	$	(383,611	)

Net income		-		-		239,953			239,953

Balances, December 31, 2019		10,000		100		(143,758	)		(143,658	)

Net income		-		-		380,026			380,026

Balances, December 31, 2020		10,000		100		236,268			236,368

Net income (unaudited)		-		-		112,932			112,932

Dividends (unaudited)		-		-		(60,500	)		(60,500	)

Balances, March 31, 2021 (unaudited)		10,000	$	100	$	288,700		$	288,800

See accompanying notes to consolidated financial statements.

CLEAR COM MEDIA INC.

Consolidated Statements of Cash Flows

	Years Ended December 31,						For the three months ended March 31,
	2020			2019			2021 (Unaudited)			2020 (Unaudited)

Cash flows from operating activities
Net income	$	380,026		$	239,953		$	112,932		$	46,448
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		31,973			20,529			7,979			6,417
Deferred income taxes		5,800			60,750			433			(3,453	)
Changes in operating assets and liabilities which provided (used) cash:
Accounts receivable		(67,706	)		34,247			71,880			(90,916	)
Prepaid expenses		(16,905	)		(10,035	)		11,220			-
Income taxes receivable		104,790			(153,949	)		19,284			-
Other assets		(10,343	)		-			2,534			(7,884	)
Accounts payable and accrued liabilities		(5,403	)		59,589			326			70,384
Government remittances payable		(27,243	)		22,603			(707	)		(70,377	)
Governmental assistance payable		296,501			-			-			-

Net cash provided by (used in) operating activities		691,490			273,687			225,881			(49,381	)

Cash flows from investing activities
Capitalized software development costs		(115,769	)		(41,399	)		(32,748	)		(17,302	)
Acquisition of property and equipment		(56,465	)		(70,535	)		(4,841	)		(3,811	)

Net cash used in investing activities		(172,234	)		(111,934	)		(37,589	)		(21,113	)

Cash flows from financing activities
Net (repayments) borrowings of advances from shareholder		(10,638	)		(36,324	)		24,634			(46,377	)
Net (repayments) borrowings of loan payable		(405,685	)		(20,623	)		(55,546	)		50,785
CEBA loan advance		60,000			-			-			-
Dividends		-			-			(60,500	)		-

Net cash (used in) provided by financing activities		(356,323	)		(56,947	)		(91,412	)		4,408

Net increase (decrease) in cash		162,933			104,806			96,880			(66,086	)

Cash, beginning of period		103,391			(1,415	)		266,324			103,391

Cash, end of period	$	266,324		$	103,391		$	363,204		$	37,305

See accompanying notes to consolidated financial statements.

CLEAR COM MEDIA INC.

Notes to the Consolidated Financial Statements

(All information with respect to the three-month periods ended March 31, 2021 and 2020 is unaudited.)

(All amounts are in Canadian dollars unless otherwise stated.)

NOTE 1 – NATURE OF BUSINESS

Clear Com Media Inc. (“Clear Com”) was incorporated under the Canada Business Corporations Act on April 18, 2017. Clear Com is primarily engaged in providing digital marketing and web design related services.

In February 2021, Clear Com formed a wholly owned subsidiary, Verbaly, Inc.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidation

Clear Com’s consolidated financial statements include the accounts of Clear Com and Verbaly, Inc. (collectively, the “Company”). Verbaly, Inc. had no operations during the period ended March 31, 2021.

Basis of Accounting

The Company’s consolidated financial statements are prepared using the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America. The functional and reporting currency of the Company is the Canadian dollar.

Risks and Economic Uncertainties

The outbreak of a novel coronavirus (COVID-19), which the World Health Organization declared in March 2020 to be a pandemic, continues to spread throughout the globe. The extent of the impact of the pandemic on the Company’s operational and financial performance will depend on various developments, including the duration and spread of the outbreak, and its impact on customers, employees, and vendors, all of which cannot be reasonably predicted at this time. While management reasonably expects the COVID-19 outbreak to impact the Company’s consolidated financial condition, operating results, and timing and amounts of cash flows, the related financial consequences and duration are highly uncertain.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting year.

Actual results could differ from those estimates.

Revenue from Contracts with Customers

The Company has agreements with third parties to provide multi-platform, internet-based products and services to their customers in the form of online marketing, business metrics, and other solutions. These services are recognized over time, as the services are performed, as the asset created has no alternative use and the Company is contractually entitled to payment for its performance to date in the event the contract is cancelled for convenience. For these contracts, revenue is recognized over time using input measures that correspond to the level of staff effort expended to satisfy the performance obligation on a rate per hour or equivalent basis. Variable consideration has not historically been significant. The Company does not include sales and other taxes in the transaction price and thus does not recognize these amounts as revenue.

CLEAR COM MEDIA INC.

Notes to the Consolidated Financial Statements

(All information with respect to the three-month periods ended March 31, 2021 and 2020 is unaudited.)

(All amounts are in Canadian dollars unless otherwise stated.)

Accounts Receivable

Accounts receivable are customer obligations due under normal trade terms generally requiring payment within 30 to 60 days from the invoice date. Ongoing credit evaluations of customers’ financial condition are conducted and, generally, no collateral is required to support accounts receivable, which are stated at the amount management expects to collect from balances outstanding at year-end. Based on management’s assessment of the credit history with customers having outstanding balances and current relationships with them, it has estimated that realization of losses on balances outstanding at year-end will not be significant.

Property and Equipment

Property and equipment are recorded at cost. Major improvements and renewals are capitalized while ordinary maintenance and repairs are expensed. Management reviews these assets for impairment whenever events or changes in circumstances indicate the related carrying amount may not be recoverable. Depreciation is recorded on the declining balance basis at the following annual rates:

Furniture and fixtures	20%
Computer equipment and software	30%
Office equipment	20%

Leasehold improvements are amortized on a straight-line basis over the shorter of the estimated useful lives or the period of the respective leases.

Capitalized Software Development Costs

The Company incurs costs from third-parties to develop software for internal-use during the application development stage. Costs incurred during preliminary and post-implementation stages of software for internal use are expensed as incurred. Capitalized software development costs will be amortized on a straight-line basis over the estimated useful life of the project once implemented. The capitalized software has not been implemented as of March 31, 2021.

Income Taxes

Deferred income tax assets and liabilities are computed annually for differences between the consolidated financial statement and income tax bases of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the year plus or minus the change during the year in deferred tax assets and liabilities.

Tax Credits

The Company’s research and development activities in Canada may entitle the Company to claim benefits under the Scientific Research and Experimental Development Program (“SR&ED”), a Canadian federal tax incentive program designed to encourage Canadian businesses of all sizes and in all sectors to conduct research and development in Canada. Benefits under the program include credits to taxable income. The tax credits received are classified as tax credit income in the consolidated statements of income.

CLEAR COM MEDIA INC.

Notes to the Consolidated Financial Statements

(All information with respect to the three-month periods ended March 31, 2021 and 2020 is unaudited.)

(All amounts are in Canadian dollars unless otherwise stated.)

Foreign Currency

Foreign denominated monetary assets and liabilities are translated at the rate of exchange prevailing as the consolidated balance sheet date. Other assets and liabilities denominated in foreign currencies are translated at the exchange rates prevailing when the assets were acquired or the liabilities incurred. Sales and expenses are translated at the exchange rate prevailing when incurred. Transaction gains or losses are included in the determination of net income.

Change in Accounting Principle

The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Accounting Standards Codification Topic 606), in May 2014. The standard, as amended, requires revenue to be recognized when promised goods and services are

transferred to customers in amounts that reflect the consideration to which the Company expects to be entitled in exchange for those goods or services. The standard also requires expanded disclosures regarding revenue and contracts with customers. On January 1, 2020, the Company adopted the standard

using the modified retrospective method. There was no impact to the timing or amount of revenue recognized as a result of this adoption.

Upcoming Accounting Pronouncement

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” This standard will require all leases with durations greater than twelve months to be recognized on the balance sheet as a right of use asset with a corresponding lease liability. The new guidance will continue to classify leases as either finance or operating, with classification affecting the presentation and pattern of expense and income recognition, in the consolidated statements of income. It also requires additional quantitative and qualitative disclosures about leasing arrangements. The standard is effective for reporting periods beginning after December 15, 2021, although early adoption is permitted.

Subsequent Events

In preparing the consolidated financial statements, the Company has evaluated, for potential recognition or disclosure, significant events or transactions that occurred during the period subsequent to December 31, 2020, the most recent consolidated balance sheet presented herein, through June 16, 2021, the date these consolidated financial statements were available to be issued.

CLEAR COM MEDIA INC.

Notes to the Consolidated Financial Statements

(All information with respect to the three-month periods ended March 31, 2021 and 2020 is unaudited.)

(All amounts are in Canadian dollars unless otherwise stated.)

NOTE 3 – PROPERTY AND EQUIPMENT, NET

Property and equipment, net consists of the following at:

	December 31, 2020		December 31, 2019		March 31, 2021
Furniture and fixtures	$	25,599	$	15,847	$	27,781
Computer equipment and software		108,597		84,005		111,256
Leasehold improvements		34,668		14,157		34,668
Office equipment		14,112		12,502		14,112
		182,976		126,511		187,817
Less: accumulated depreciation and amortization		64,505		32,532		72,484

Net property and equipment	$	118,471	$	93,979	$	115,333

Depreciation and amortization expense was $31,973 and $20,529 for the years ended December 31, 2020 and 2019, respectively. Depreciation and amortization expense was $7,979 and $6,417 for the three months ended March 31, 2021 and 2020, respectively.

NOTE 4 – RELATED PARTY TRANSACTIONS

The advance due to shareholder is unsecured, non-interest bearing and has no specific repayment terms. The shareholder has agreed not to demand repayment within the following year and, accordingly, this amount has been classified as a noncurrent liability.

NOTE 5 – LOANS PAYABLE

The loan payable of $71,069 USD ($89,343 CAD), $113,799 USD ($144,889 CAD) and $423,910 USD ($550,574 CAD) at March 31, 2021, December 31, 2020 and 2019, respectively, to CEN Biotech, Inc. (see Note 10) is unsecured, bears interest at 2% per annum, is repayable in US dollars and matures in June 2021. The loan payable includes principal of $46,638 USD, $89,762 USD and $406,267 USD at March 31, 2021, December 31, 2020 and 2019, respectively, and interest of $24,431 USD, $24,037 USD and $17,643 USD at March 31, 2021, December 31, 2020 and 2019, respectively.

The CEBA loan payable of $60,000 to Royal Bank of Canada is unsecured, non-interest bearing until December 2022 and interest bearing at 5% thereafter. The loan principal is due in full at the maturity date of December 2025.

CLEAR COM MEDIA INC.

Notes to the Consolidated Financial Statements

(All information with respect to the three-month periods ended March 31, 2021 and 2020 is unaudited.)

(All amounts are in Canadian dollars unless otherwise stated.)

NOTE 6 – INCOME TAXES

The expense (benefit) for income taxes consists of the following components:

	Years Ended December 31,					For the three months ended March 31,
	2020		2019			2021		2020
Current	$	60,097	$	(19,375	)	$	19,284	$	-
Deferred		5,800		60,750			433		(3,453	)

Total tax expense (benefit)	$	65,897	$	41,375		$	19,717	$	(3,453	)

The Company’s income tax provision for the period ended March 31, 2021 and for the years ended December 31, 2020 and 2019 differs from the amount computed by applying the statutory income tax rates to income before income taxes due to the effect of certain non-deductible expenses and changes in estimates related to prior years.

The net deferred income tax liability presented in the consolidated balance sheets is comprised of the following at:

	December 31, 2020			December 31, 2019			March 31, 2021
Deferred tax assets
Accrued expenses	$	3,182		$	2,275		$	3,182
NOL carryforward		-			10,572			-

Total deferred tax assets		3,182			12,847			3,182

Deferred tax liabilities
Property and equipment		(7,170	)		(6,446	)		(10,121	)
SRED credits		(10,073	)		(14,662	)		(7,555	)

Total deferred tax liabilities		(17,243	)		(21,108	)		(17,676	)

Net deferred tax liability	$	(14,061	)	$	(8,261	)	$	(14,494	)

Management has analyzed the Company’s income tax filing positions for the years 2017 through 2020, the years which remain subject to examination by major tax jurisdictions as of March 31, 2021. The Company concluded that there are no significant uncertain tax positions requiring recognition in the Company’s consolidated financial statements. The Company does not expect the total amount of unrecognized tax benefits (“UTB”) (e.g. tax deductions, exclusions, or credits claimed or expected to be claimed) to significantly increase in the next twelve months. The Company does not have any amounts accrued for interest and penalties related to UTBs at March 31, 2021, December 31, 2020 and 2019, and it is not aware of any claims for such amounts by federal or state income tax authorities.

CLEAR COM MEDIA INC.

Notes to the Consolidated Financial Statements

(All information with respect to the three-month periods ended March 31, 2021 and 2020 is unaudited.)

(All amounts are in Canadian dollars unless otherwise stated.)

NOTE 7 – GOVERNMENTAL ASSISTANCE

The Canadian government enacted the Canada Emergency Wage Subsidy (“CEWS”) and Canada Emergency Rent Subsidy (“CERS”) in 2020 to provide a wage and rent subsidy to employers that suffered reductions in revenue resulting from the COVID-19 pandemic. The Company received $176,617 during the three months ended March 31, 2021 related to CEWS and CERS, which is recognized as governmental assistance income in the consolidated statements of income. The Company received $442,091 in 2020, of which $145,590 was recognized as governmental assistance income in the consolidated statements of income and the remainder represents an overpayment which is due back to the government.

NOTE 8 – LEASES

The Company leases certain facilities and equipment under noncancelable operating lease agreements that expire at various dates through 2024. Related rental expense under operating leases was $65,711 and $49,009 for the years ended December 31, 2020 and 2019, respectively. Related rental expense under operating leases was $16,670 and $15,216 for the three months ending March 31, 2021 and 2020, respectively. Monthly rentals range from $64 to $5,072.

The following is a schedule of future annual minimum rental payments required under operating leases with initial or remaining noncancelable lease terms in excess of one year as of March 31, 2021:

	Amount
2021	$	51,755
2022		67,517
2023		62,319
2024		30,432

Total	$	212,023

NOTE 9 – ECONOMIC DEPENDENCE / CONCENTRATION

The Company derived approximately 97% and 96% of its revenue from one customer during the years ended December 31, 2020 and 2019, respectively. The Company derived approximately 99% and 98% of its revenue from one customer for the three months ended March 31, 2021 and 2020, respectively.

NOTE 10 – SUBSEQUENT EVENT

On April 20, 2021, the Company entered into a Share Exchange Agreement (the “Agreement”) with CEN Biotech, Inc. The Company agreed to sell all of the common shares of the Company in exchange for the issuance of 4,000,000 restricted shares of CEN Biotech, Inc. The closing is planned to occur within two days of the satisfaction or waiver of all closing conditions under the Agreement.

Exhibit 99.3

CEN Biotech Inc. Announces Planned Strategic Expansion of Business and closing of Clear Com Media Inc. Acquisition

Windsor, ON – July 12, 2021 (Newswire)– CEN Biotech Inc. (“CEN” or the “Company”) (OTC Pink: CENBF), a global holding company focused on the manufacturing, production and development of LED lighting technology and hemp-based products intended to help improve your state of health and well-being, is pleased to announce that it is seeking to expand its business to include Cannabis, Psychedelic Mushrooms, and Digital Communities. CEN Biotech’s mission is to strive to be an agriculture based mindful provider of Phyto medical solutions developed to help improve "your" state of health and well-being. Our vision as a biotech company is to focus on Quality, Reliability and Transparency in all that we do while aiming to produce and deliver Phyto Medical products through Education.

CEN Biotech’s company values play an important role in defining who we are and how we act. Our company values include:

●

TRANSPARENCY - Transparency is all about letting in and embracing new ideas, new technology, and new approaches. No individual, entity, or agency, no matter how smart, how old, or how experienced, can afford to stop learning.

●

COMPLIANCE – We will seek to ensure that CEN and its collaborators follow all regulations, standards and ethical practices as an essential part of our business model.

●

EDUCATION – We aim to connect our customers, users and experts in one community to learn together how to use and obtain value from our products.

●

RELIABILITY – The CEN team seeks to work quickly and efficiently to offer efficacy products building trust with customers and exceeding their expectations.

CLEAR COM MEDIA ACQUISITION

On April 20, 2021, the Company entered into a share exchange agreement (the “Agreement”) to acquire all of the issued and outstanding capital shares of Clear Com Media Inc. (“Clear Com”), a Windsor, Ontario based digital media company. At closing of the Agreement, which occurred on July 9, 2021, the shareholders of Clear Com exchanged all of their shares in Clear Com, constituting all of the issued and outstanding capital stock of Clear Com, for an aggregate total of 4,000,000 common shares of the Company and Clear Com became a wholly owned subsidiary of the Company.

“We believe that this strategic acquisition is the first step in creating a truly global agriculture company dedicated to a person’s health and well being using phyto medical solutions. Clear Com has experience focusing on deep data analysis, blockchain development and focused media and data management platform development, that we believe will be a great addition to our Company. With a global presence, we believe that the ability to aggregate a multitude of data sources while finding trends and making forecasts is one of Clear Com’s core competencies. We believe the inclusion of Clear Com media will be instrumental in delivering our long-term growth plans for the Company.” commented Bahige (Bill) Chaaban, the Company’s CEO and Executive Chairman.

Larry Lehoux, President of Clear Com commented saying, “We are pleased to join the CEN family. We look forward spearheading the data management needs of CEN Biotech and seeking to expand the companies reach with digital communities. At Clear Com, we are very excited to bring forth and continue to develop leading technologies that are designed to drive data driven decision making while seeking to assist with the success of our brands in the area of Blockchain, data security, Ecommerce and target marketing. We believe that our experience and focus is a natural fit for the Company.” Pursuant to the Agreement, Larry Lehoux has been appointed as the Company’s Chief Technology Officer and a member of the Company’s board on July 9, 2021.

About CEN Biotech Inc.

CEN Biotech, Inc. is a global holding company focused on the manufacturing, production and development of LED lighting technology and hemp-based products. The Company intends to continue to explore the usage of hemp, which it now intends to cultivate for usage in industrial, medical and food products. For further information on the Company, please visit our website at www.cenbiotechinc.com. Information about the Company can also be found on the Securities and Exchange Commission’s EDGAR site under the Issuer Profile of “CEN Biotech Inc.”

About Clear Com Media Inc.

Clear Com Media Inc. is a Windsor, Ontario based data management, digital marketing and Ecommerce company founded on the premise that we are not satisfied until our customers are. Clear Com is entirely committed to delivering a positive customer experience while continuing to grow and gaining the trust of the online community. Clear Com seeks to let nothing stop it from delivering a positive personal experience by focusing on data driven decision making. By exemplifying professionalism and expertise in technology Clear Com seeks to ensure customer satisfaction every step of the way.

Forward Looking Statements

This press release contains “forward-looking” statements. In particular, the words “believe,” “may,” “could,” “should,” “expect,” “anticipate,” “estimate,” “project,” “propose,” “plan,” “intend,” and similar conditional words and expressions are intended to identify forward-looking statements. Any statements made in this press release about an action, event or development, are forward-looking statements. These forward-looking statements are only predictions and are subject to certain risks, uncertainties and assumptions, many of which may be beyond control of CEN, that could cause actual results to differ from those in the forward-looking statements. Accordingly, you should not place undue reliance on these forward-looking statements. Although CEN believes that the expectations reflected in the forward-looking statements are reasonable, it can give no assurance that its forward-looking statements will prove to be correct. Potential risks include such factors as the inability to enter into agreements with parties with whom we are in discussions, factors that cannot be predicted with certainty, as well as additional risks and uncertainties that are identified and described in CEN’s reports filed with the Securities and Exchange Commission (the “SEC”). Investors are cautioned that any forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from those projected. Actual results may differ materially from the forward-looking statements in this press release. Statements made herein are as of the date of this press release and should not be relied upon as of any subsequent date. CEN does not undertake, and it specifically disclaims, any obligation to update any forward-looking statements to reflect occurrences, developments, events or circumstances after the date of such statement except as required in accordance with applicable laws.

Press Contact

Brian S. Payne

Vice President and Director

CEN Biotech Inc.

Phone: (519) 419-4958, Extension 1505

Email: brian@cenbiotechinc.com