The financial data discussed below is derived from our audited consolidated
financial statements for the fiscal years ended December 31, 2021 and 2020,
which are found elsewhere in this Annual Report on Form 10-K. Our consolidated
financial statements are prepared and presented in accordance with generally
accepted accounting principles in the United States. The financial data
discussed below is only a summary and investors should read the following
discussion and analysis of our financial condition and results of our operations
in conjunction with our consolidated financial statements and the related notes
to those statements included elsewhere in this Annual Report on Form 10-K. This
discussion contains forward-looking statements reflecting our current
expectations that involve risks and uncertainties. Our actual results and the
timing of events may differ materially from those contained in these
forward-looking statements due to a number of factors, including those discussed
in the section entitled "Risk Factors," and elsewhere in this Annual Report on
Form 10-K.

Our historical financial statements have been prepared on a stand-alone basis in conformity with U.S. generally accepted accounting principles.


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At present we are not able to estimate if or when we will be able to generate
revenues sufficient to sustain operations. Our consolidated financial statements
have been prepared assuming that we will continue as a going concern; however,
given our recurring losses from operations, our independent registered public
accounting firm has determined there is substantial doubt about our ability to
continue as a going concern.



Results of Operations



We have incurred recurring losses and have only recently commenced revenue
generating operations with our acquisition of Clear Com Media, Inc. on July 9,
2021. Our expenses to date are primarily our general and administrative expenses
and fees, costs and expenses related to acquisitions and operations. Our
consolidated 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.



The accompanying consolidated financial statements have been prepared in
contemplating continuation of the Company as a going concern, which contemplates
the realization of assets and the satisfaction of liabilities in the normal
course of business. However, a substantial doubt has been raised with regard to
the ability of the Company to continue as a going concern. The Company has
incurred significant operating losses and negative cash flows from operations
since inception. The Company had an accumulated deficit of $45,964,183 at
December 31, 2021 and had no committed source of debt or equity financing. The
Company did not have any operating revenue until the acquisition of Clear Com
Media, Inc. on July 9, 2021 and such amounts are not expected to be sufficient
to sustain ongoing operations. The Company has relied on the issuance of loans
payable and convertible debt instruments to finance its expenses, including
certain unsecured notes and convertible notes payable. 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 consolidated financial statements do not include any adjustments
that might result from the outcome of these uncertainties.



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
sufficient net revenue.

Fiscal Year Ended December 31, 2021 Compared To Fiscal Year Ended December 31, 2020.





The following table reflects our operating results for the years ended December
31, 2021 and 2020:



                                              Year ended              Year ended
Operating Summary                          December 31, 2021       December 31, 2020         Change
Revenue                                   $           626,867     $                 -                 - %
Operating Expenses                                (19,664,408 )            (2,543,730 )           673.1 %
Loss from Operations                              (19,037,541 )            (2,543,730 )           648.4 %
Other Income, Net                                      97,529              16,793,375             (99.4 )%
Net (Loss) Income Before Income Taxes             (18,940,012 )            14,249,645            (232.9 )%
Income tax benefit                                     36,356                       -                 - %
Net (Loss) Income                         $       (18,903,656 )   $        14,249,645            (232.7 )%




Revenue



Effective July 9, 2021 with the acquisition of Clear Com Media, Inc., we
commenced revenue generating operations. All revenue generating activity was
from the Digital segment. Revenue of $626,867 was recognized during the fiscal
year ended December 31, 2021. We recognized no revenue during the fiscal year
ended December 31, 2020 as we had not commenced revenue generating operations.



The Company derived approximately 99% of its revenue from one customer, Post
Media, during the fiscal year ended December 31, 2021. Nearly all of the
accounts receivable as of December 31, 2021 are due from this customer. The loss
of this customer could adversely affect short-term operating results. The
customer is primarily receiving Web related services including; managed chat,
search engine optimization, landing page design and social media marketing.



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Operating Expenses



Growth Segment



During the fiscal year ended December 31, 2021, our operating expenses were
$19,042,415 compared to $2,543,730 during the prior fiscal year. During the
twelve months ended December 31, 2021, our operating expenses were comprised of
salary and consulting fees of $1,360,718, stock-based compensation expense of
$15,390,822, general and administrative expenses of $959,061, and losses from
settlement of the lighting patent acquisition of $1,331,814. By comparison,
during the twelve months ended December 31, 2020, our operating expenses were
comprised of salary and consulting fees of $422,877, stock-based compensation
expense of $746,300, general and administrative expenses of $1,038,466, and
losses from lease abandonment, lease termination, and associated disposal of
property and equipment of $336,087. Expenses incurred during the fiscal year
ended December 31, 2021 compared to fiscal year ended December 31, 2020
increased primarily due to increases in consulting expenses surrounding
corporate development, stock compensation provided to retain our executive team
and board of directors, and additional consideration provided in final
settlement of the lighting patent acquisition in 2021.



Digital Segment

During the fiscal year ended December 31, 2021, our operating expenses were $621,993 and consistent primarily of wages and subcontracting costs.

Other Income and Expense Items





During fiscal year ended December 31, 2021, our other income, net was $97,529
compared to a net other income of $16,793,375 during the prior fiscal year.
During the twelve months ended December 31, 2021, our other income and expense
items were comprised of interest expense of $846,749, interest income of $504,
change in the fair value of our patent acquisition liability of $971,500, and
foreign exchange loss of $27,726. By comparison, for the twelve months ended
December 31, 2020, our other income and expense items were comprised of gain on
derecognition of debt and accrued interest of $21,179,043, interest expense of
$3,676,858 and interest income of $6,400, change in the fair value of our patent
acquisition liability of $660,000, and foreign exchange loss of $55,210. The
decrease during the year is due to the one-time prior year gain on derecognition
of debt and accrued interest as offset by a favorable change to our patent
acquisition liability and decrease in interest expense due to debt conversions
and conversion waivers by our note holders during 2021.



Income Taxes

The Company has elected to file separate Canadian income tax returns for CEN (growth) and for CCM (digital).





Growth Segment



As of December 31, 2021, CEN has net operating loss carry forwards of
approximately $31,400,000 that may be available to reduce future years' taxable
income. As December 31, 2021, CEN has a deferred tax asset of approximately
$8,300,000 which has been completely offset by a valuation allowance. CEN
believes that it is more likely than not that the carryforwards will expire
unused as CEN has not been able to commence revenue generating activities to
date.



Digital Segment

During fiscal year ended December 31, 2021, CCM recognized Canadian income tax benefit of $36,356.





Net (Loss) Income

Our net loss for the fiscal year ended December 31, 2021 was $18,903,656 compared to net income of $14,249,645 during the fiscal year ended December 31, 2020 due to the factors discussed above.


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Other Comprehensive Loss



Our comprehensive loss arises from foreign currency translation adjustments
related to CCM based upon published exchange rates. During the twelve months
ended December 31, 2021 our other comprehensive loss was $33,921. We had no
items of comprehensive income or loss during the twelve months ended December
31, 2020.

Liquidity and Capital Resources

As of December 31, 2021 and 2020, our liquid assets consisted of cash of $193,198 and $1,908, respectively.





As of December 31, 2021, our indebtedness includes accrued interest of
$1,361,689, accrued interest to related parties of $1,873,455, as well as loans
payable, loans payable to related parties, convertible notes and convertible
notes to related parties totaling $5,313,254, exclusive of debt discounts of
$85,299, with maturity dates as outlined below. The convertible notes are
generally due 2 years from issuance with notes maturing through 2022. As of
April 14, 2022 we are currently in default of $3,942,304 of unsecured debt. We
expect our operating and administrative expenses to be at least $1,200,000
annually.



                                                                          Amount at
                                                                           Original
Description                                            Maturity Date       Issuance
Loan Payable                                                 Q2 2016   $         75,000
Loan Payable                                                 Q2 2018             10,000
Loan Payable                                                 Q1 2019             53,000
Loan Payable                                                 Q2 2019            210,000
Loan Payable                                                 Q3 2019             30,000
Loan Payable                                                 Q4 2019             45,000
Loan Payable                                                 Q1 2020             32,000
Loan Payable                                                 Q3 2020            162,395
Loan Payable                                                 Q2 2021             50,000
Loan Payable                                               On Demand            871,398
Loan Payable - Related Party                                 Q4 2018

838,519


Loan Payable - Related Party                                 Q4 2019

300,000


Loan Payable - Related Party                                 Q3 2020

1,388,122


Loan Payable - Share Interest                                Q3 2021

50,000


Loan Payable - Share Interest                                Q1 2022

100,000


Loan Payable - Share Interest - Related Party                Q1 2022            175,000
Convertible Notes                                            Q2 2018              4,000
Convertible Notes                                            Q4 2018             50,000
Convertible Notes                                            Q1 2019            137,072
Convertible Notes                                            Q2 2019             10,000
Convertible Notes                                            Q3 2019             40,000
Convertible Notes                                            Q4 2019            105,600
Convertible Notes                                            Q1 2020            122,800
Convertible Notes                                            Q4 2020              7,000
Convertible Notes                                            Q4 2021            100,000
Convertible Notes                                            Q2 2022             35,000
Convertible Notes                                            Q4 2022            110,000
Convertible Notes - Related Party                            Q3 2020

121,796


Convertible Notes - Related Party                            Q2 2022             48,000
CEBA Loan Payable                                            Q4 2025             31,552

Total                                                                  $      5,313,254




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We intend to fund our expenses through revenues generated through Clear Com
Media, Inc. and from 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.

Fiscal Year Ended December 31, 2021 Compared To Fiscal Year Ended December 31, 2020.

Cash Flows from Operating Activities





We have not generated positive cash flows from operating activities. During the
fiscal year ended December 31, 2021, we used $335,504 in operating activities
compared to $340,749 during the fiscal year ended December 31, 2020. The
decrease in the use of operating cash between the two periods was primarily
related to increases in cash compensation based general and administrative
expenses that were offset by the commencement of revenue generating activities
with the acquisition of CCM on July 9, 2021.

Cash Flows from Investing Activities





Our source of cash flows from investing activities during the fiscal year ended
December 31, 2021 totaled $9,937 compared to uses of cash from investing
activities in the prior period of $130,100. During the twelve months ended
December 31, 2021, our cash flows from investing activities were comprised of an
addition of cash as part of the CCM acquisition in exchange for shares of CEN
common stock of $259,470, advances to CEN Biotech Ukraine of $120,000, research
and development of $106,320, and purchases of equipment of $23,213. By
comparison, for the twelve months ended December 31, 2020, our use of cash flows
for investing activities were comprised of advances to CEN Ukraine of $114,000,
advances to Emergence Global of $17,901, and proceeds from the sale of equipment
of $1,801.



On March 31, 2022, the Company determined that advances totaling $1,299,328 and
note receivable of $44,859, as of such date, due to the Company from CEN Ukraine
have been fully impaired as the current war in Ukraine continues to proceed. The
Company has determined that it is unlikely that CEN Ukraine will have the
ability to recover from the effects of the war in the foreseeable future.

Cash Flows from Financing Activities





Cash flow provided by financing activities during the fiscal year ended December
31, 2021 totaling $520,830 compared to the prior period of $469,000. During the
fiscal year ended December 31, 2021, we received $570,830 through issuance of
convertible promissory notes payable to investors to fund our working capital
requirements. During 2021, we repaid $50,000 of our debts. During the fiscal
year ended December 31, 2020, we received $499,000 through issuance of
convertible promissory notes payable to investors to fund our working capital
requirements. During 2020, we repaid $30,000 of our debts.

During the twelve months ended December 31, 2021, holders of convertible notes totaling $6,120,533 elected to convert their notes into 4,080,363 shares of common stock.

During the twelve months ended December 31, 2021, certain private investors elected to convert $78,893 of accrued interest owed on convertible notes into 94,357 shares of common stock.





CEN has no committed source of debt or equity financing. Our Executive team and
Board are seeking additional financing from their 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, 2021 that states that our lack of committed resources
causes substantial doubt about our ability to continue as a going concern.

Recently Issued Accounting Pronouncements

No pronouncements were adopted by the Company and no pronouncements affected the Company during 2021.

Accounting Standards Issued But Not Yet Adopted





In August 2020, the Financial Accounting Standards Board ("FASB") issued an
accounting pronouncement (ASU 2020-06) related to the measurement and disclosure
requirements for convertible instruments and contracts in an entity's own
equity. The pronouncement simplifies and adds disclosure requirements for the
accounting and measurement of convertible instruments and the settlement
assessment for contracts in an entity's own equity. As a smaller reporting
company, as defined by the SEC, this pronouncement is effective for fiscal
years, and for interim periods within those fiscal years, beginning after
December 15, 2023. Early adoption is permitted. The Company intends to adopt
this standard effective January 1, 2022.



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Critical Accounting Policies



The preparation of consolidated 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.



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 consolidated 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, except as it relates to the estimates
surrounding the valuation of net assets recognized in conjunction with the
acquisition of CCM on July 9, 2021. ASC 805 allows for a measurement period, not
to exceed 12 months from the date of acquisition, for filers to compile
sufficient information to complete their estimate of the fair value of the net
assets acquired. As of December 31, 2021, the Company is still in this
measurement period. Any significant adjustments to our estimates of fair value
of acquired net assets in future periods could have significant impacts on
reported results from such periods. Note 1 to the consolidated financial
statements includes a summary of the significant accounting policies and methods
used in the preparation of our consolidated financial statements.



Seasonality

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





Ukraine Related Risk



The Company is in contract to acquire a 51% interest in Cen Ukraine LLC ("CEN
Ukraine") as described in detail elsewhere in this filing, which currently holds
a license, granted by the federal government of Ukraine, for the cultivation and
processing of cannabis sativa for industrial, supplement, pharmaceutical and
other purposes in Ukraine. After closing this acquisition, the Company intends
to explore the usage of hemp, which it intends to cultivate for usage in
industrial, medical and food products. We also intend to grow and cultivate all
of our hemp materials in the Ukraine through CEN Ukraine. There have been recent
tensions between Ukraine and Russia, and in January of 2022, the U.S. President
announced possible widescale sanctions against Russia in the event that Russia
invades Ukraine. In February of 2022, Russia invaded Ukraine and the U.S.
President announced widescale sanctions against Russia. Due to such sanctions,
as well as the ongoing war in Ukraine, we could become unable to operate our
planned business related to CEN Ukraine in the Ukraine as planned. Further,
retaliatory acts by Russia in response to the sanctions could include cyber
attacks, sanctions, or other actions that could disrupt the economy.
Accordingly, our operating plans, business, financial condition and operating
results may be adversely impacted by rising tensions, and the recent invasion in
Ukraine.

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.

Jumpstart Our Business Startups Act of 2012





The Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") provides that
an emerging growth company can take advantage of certain exemptions from various
reporting and other requirements that are applicable to public companies that
are not emerging growth companies. We currently take advantage of some, but not
all, of the reduced regulatory and reporting requirements that are available to
us for as long as we qualify as an emerging growth company. Our independent
registered public accounting firm will not be required to provide an attestation
report on the effectiveness of our internal control over financial reporting for
as long as we qualify as an emerging growth company.



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