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EX-31.1 - CERTIFICATION - Zentric, Inc.zentric_ex311.htm
EX-32.1 - CERTIFICATION - Zentric, Inc.zentric_ex321.htm
10-K - FORM 10-K - Zentric, Inc.zentric_10k.htm
v2.4.0.6
STOCKHOLDERS' EQUITY
12 Months Ended
Dec. 31, 2011
Notes to Financial Statements  
Note 4 - STOCKHOLDERS' EQUITY

Holders of common stock are entitled to one vote for each share held. There are no restrictions that limit the Company’s ability to pay dividends on its common stock. The Company has not declared any dividends since incorporation.

 

On July 23, 2008, we issued a total of 40,000,000 shares (adjusted retroactively for 4:1 split) worth $10,000 to Jeff Mak for services rendered as our founder with respect to the incorporation and set-up of Constant Environment. Such shares were issued in reliance on an exemption from registration under Section 4(2) of the Securities Act of 1933. Mr. Mak is deemed our founder and promoter.

 

On August 20, 2008, we issued 2,000,000 shares (adjusted retroactively for 4:1 split) to Ka Leung Mak for business development services in China. Such shares were issued in reliance on an exemption from registration under Section 4(2) of the Securities Act of 1933.

 

On August 25, 2008, we issued 2,000,000 shares (adjusted retroactively for 4:1 split) to Kwok Kwong Chan for services as a director/secretary. Such shares were issued in reliance on an exemption from registration under Section 4(2) of the Securities Act of 1933.

 

On August 25, 2008, we issued 2,000,000 shares (adjusted retroactively for 4:1 split) to Domenic Macchione for sales and marketing services. Such shares were issued in reliance on an exemption from registration under Section 4(2) of the Securities Act of 1933.

 

For the period ended December 31, 2008, we issued 2,718,000 shares (adjusted retroactively for 4:1 split) of common stock to 40 investors in a private placement.  The consideration paid for such shares was $0.01 per share, amounting in the aggregate to $6,795.

 

A 4 for 1 forward split of our common stock was deemed effective on August 5, 2009.  The Company had 12,179,500 shares outstanding prior to the split, and will have 48,878,000 shares outstanding following the split.

 

On July 27, 2009 the Company entered into a Loan Agreement with Lucilla Ho wherein she agreed to loan the Company $20,000 and she will receive 5,000 shares of the Company’s common stock. Such shares shall be restricted in accordance with Rule 144 of the Securities Act of 1933.  The shares were value at the last sell price of common stock for cash at $0.01 and treated as a discount on the note.

 

On August 7, 2009 the Company entered into a Loan Agreement with 1456146 Ontario Limited of which Fred Lai is the principal.  The 1456146 Ontario Limited agreed to loan the Company $50,000 and 1456146 Ontario Limited will receive 100,000 shares of the Company’s common stock. Such shares shall be restricted in accordance with Rule 144 of the Securities Act of 1933.  The shares were value at the last sell price of common stock for cash at $0.01 and treated as a discount on the note.

 

On August 15, 2009 the Company entered into a Loan Agreement with Ricky Wu wherein he agreed to loan the Company $20,000 and he will receive 40,000 shares of the Company's common stock. Such shares shall be restricted in accordance with Rule 144 of the Securities Act of 1933. The shares were value at the last sell price of common stock for cash at $0.01 and treated as a discount on the note.

  

On March 25, 2010 we entered into a Loan Agreement with a shareholder wherein they agreed to loan us $25,000 and received 50,000 shares of our common stock as an incentive for providing the loan.  The shares were value at the last sell price of common stock for cash at $0.01 and treated as a discount on the note.

 

On October 1, 2010, holders of the Company’s notes elected to convert loans into 2,365,219 shares of our common stock for $47,130 of principal and interest.  Shares were valued based on fair market value of conversion and as a result the company recorded a loss of $73,321on conversion of debt.

 

On October 1, 2010, the Company issued 9,200,000 shares of our common stock for $460,000 consulting services.  Shares were valued based on fair market value on the date of authorization.

 

On December 1, 2010, the Company’s board of directors declared to issue 230,000 shares of our common stock for $23,000 consulting services.  Shares were valued based on fair market value on the date of authorization.

 

On May 18, 2011 the Company received Conversion Notice from note holder to settle outstanding debt of $25,000 principal and $4,749 accrued interest by issuing 1,982,258 shares of common stock at a price of $0.015 per share.  The total fair value of the shares was $41,627 based on the closing price per share, resulting in a loss of extinguishment of debt of $11,899.

 

On May 18, 2011 the Company received Conversion Notice from note holder to settle outstanding debt of $50,000 principal and $14,903 accrued interest by issuing 4,326,876 shares of common stock at a price of $0.015 per share.  The total fair value of the shares was $90,864 based on the closing price per share, resulting in a loss of extinguishment of debt of $25,961.

 

On May 18, 2011 the Company received Conversion Notice from note holder to settle outstanding debt of $8,000 principal and $1,402 accrued interest by issuing 626,807 shares of common stock at a price of $0.015 per share.  The total fair value of the shares was $13,163 based on the closing price per share, resulting in a loss of extinguishment of debt of $3,761.

 

On July 20, 2011, Zentric, Inc. (“Company”) completed its Share Exchange Agreement with Ontex Holdings Limited, a Hong Kong Company (“Ontex”), pursuant to which the Company agreed to issue to Ontex 10,000,000 shares of common stock. In exchange, Ontex will issue to the Company 2,000,000 shares of Alpha Lujo, Inc. held by Ontex. Alpha Lujo, Inc.’s common stock is publicly traded on the OTC-BB. The share exchange was valued at $140,000 as an investment by the Company.  On the same day the Company also completed the Share Exchange Agreement with Alpha Lujo, Inc. (“Alpha Lujo”), pursuant to which the Company agreed to issue to Alpha Lujo 6,666,667 shares of its common stock in exchange for 800,000 shares of common stock of Alpha Lujo.  Based on Alpha Lujo’s most recent filing of their period ended March 31, 2011, the company has a total of 200,000,000 shares authorized and 23,244,000 shares issued and outstanding.  Based on the 2,800,000 shares the Company received, that equates to 1.4% of total authorized and 12% of total outstanding.  In both instances, it is less than 20% of total equity of Alpha Lujo’s shares, therefore, does not warrant consolidation treatment of the two companies and should be accounted for as an investment and evaluated for impairment periodically.

  

The share exchange was valued at $93,333 as an investment by the Company. The share exchange does not change the control of the Company.  The total value of $233,333 as of the July 20, 2011 was value as an investment assets and evaluated for impairment as of December 31, 2011.  Based on evaluation, the company found it appropriate to impair the assets based on the following reason:

 

- Company had negative cash flow; and
   
- Company only assets is Cash; and
   
- Low volume in share trading for the past 12 months; and
   
- Company has no revenue stream

 

On July 14, 2011, the Company completed and authorized the issuance of 15,000,000 common shares for services. The total fair value of the common stock was $232,500 based on the closing price of the Company’s stock on the date of grant.

 

On December 20, 2011, Zentric, Inc. entered into a subscription agreement to issue 11,000,000 common shares for $220,000 cash investment into the Company. As of December 31, 2011, the Company received $20,000 towards this agreement. Due to the shares being authorized and unissued, the balance is recorded as a stock payable as of December 31, 2011.