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integral

12/11/15 5:52 PM

#100347 RE: janice shell #100346

Depoos, brings back memories.

newmedman

12/11/15 6:48 PM

#100349 RE: janice shell #100346

what about these guys that signed off on nothing?


Report of Independent Registered Public Accounting Firm

To the Board of Directors
CEN Biotech, Inc.
Lakeshore, Ontario, Canada

We have audited the accompanying balance sheets of CEN Biotech, Inc. as of December 31, 2014 and 2013, and the related statements of operations, shareholders' equity, and cash flows for the period from August 4, 2013 (inception) to December 31, 2013 and for the year ended December 31, 2014. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2014 and 2013, and the results of its operations and its cash flows for the period from August 4, 2013 (inception) to December 31, 2013 and for the year ended December 31, 2014, in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Thayer O’Neal Company PLLC

/s/ Thayer O’Neal Company PLLC.

Houston, Texas
September 16, 2015


http://www.sec.gov/Archives/edgar/data/1653821/000107878215001519/form10091815_ex99z1.htm