Zentric, Inc. - FORM 10-Q - August 19, 2014

Attached files

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EXCEL - IDEA: XBRL DOCUMENT - Zentric, Inc.	Financial_Report.xls
EX-31.1 - CERTIFICATION - Zentric, Inc.	zntr_ex311.htm
EX-32.1 - CERTIFICATION - Zentric, Inc.	zntr_ex312.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2014

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File No. 333-140236

ZENTRIC, INC.

(Exact name of small business issuer as specified in its charter)

Nevada
(State or other jurisdiction of Incorporation or organization)		(I.R.S. Employer Identification No.)

Unit C2, 802 Southdown Road,

Mississauga, Ontario, Canada, L5J 2Y4

(Address of Principal Executive Offices)

(416) 245-8000

(Issuer’s telephone number)

__________________________________________________

(Former name, address and fiscal year, if changed since last report)

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15 (d) of the Exchange Act subsequent to the distribution of securities under a plan confirmed by a court. Yes o No x

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

Large Accelerated Filer	o	Accelerated Filer	o
Non-Accelerated Filer	o	Smaller Reporting Company	x

State the number of shares outstanding of each of the issuer’s classes of common equity, as of August 19, 2014: 241,627,374 shares of common stock.

Transitional Small Business Disclosure Format Yes o No x

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

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	3
	Notes to Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4T.	Control and Procedures	17

PART II – OTHER INFORMATION

Item 1	Legal Proceedings	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	18
Item 4.	Mine Safety Disclosures	18
Item 5.	Other Information	18
Item 6.	Exhibits and Reports on Form 8-K	19

ZENTRIC, INC.

BALANCE SHEETS

	June 30, 2014			December 31, 2013
ASSETS	(unaudited)
Current Assets
Cash	$	22,939		$	1,061
Total Current Assets		22,939			1,061

Total Assets	$	22,939		$	1,061

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities

Accounts payable and accrued liabilities	$	126,917		$	109,798
Advances from shareholder		359,737			419,524
Accrued salaries		277,636			217,524
Convertible Note, net of discount $62,438 and $37,100, respectively		2,562			6,400
Derivative liability		254,294			184,819
Note payable, related party		7,018			7,018

Total Liabilities		1,028,164			945,083

Stockholders' Deficit
Common stock, $0.001 par value, 2,000,000,000 shares authorized; 241,627,374 and 160,953,538 shares issued and outstanding as of June 30, 2014 and December 31, 2013, respectively.		241,629			160,955
Preferred stock A, $0.001 par value, 6,000,000 shares authorized: 4,000,000 and zero issued and outstanding as of June 30, 2014 and December 31, 2013, respectively.		4,000			-
Additional paid-in capital		1,846,518			1,727,418
Deficit accumulated during the development stage		(3,097,372	)		(2,832,395	)

Total Stockholders' Deficit		(1,005,225	)		(944,022	)

Total Liabilities and Stockholders' Deficit	$	22,939		$	1,061

The accompanying notes are an integral part to these financial statements.

ZENTRIC, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended June 30, 2014			Three Months Ended June 30, 2013			Six Months Ended June 30, 2014			Six Months Ended June 30, 2013

REVENUE	$	-		$	-		$	-		$	-
EXPENSES
General and administrative		21,791			18,189			42,155			71,622
Consulting and subcontracting		96,554			221,672			132,326			302,103
Operating Expenses		118,345			239,861			174,481			373,725

Other expenses
Interest Expense		34,668			15,930			72,451			32,448
Change in fair value of derivative		(100,638	)		284			18,045			16,554
Total other expense		(65,970	)		16,214			90,496			49,002

Net Loss		(52,375	)		(256,075	)		(264,977	)		(422,727	)
NET LOSS		(52,375	)		(256,075	)		(264,977	)		(422,727	)
LOSS PER WEIGHTED NUMBER OF SHARES OUTSTANDING BASIC AND DILUTED		(0.00	)		(0.00	)		(0.00	)		(0.00	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING BASIC AND DILUTED		227,901,479			111,175,827			396,835,522			111,175,827

The accompanying notes are an integral part to these financial statements.

ZENTRIC, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended June 30, 2014			Six Months Ended June 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		(264,977	)		(422,727	)
Adjustment to reconcile net loss to net cash provided by operating activities:
Common stock issued for services		43,400			154,350
Preferred stock issued for services		4,000			-
Options issued for services		3,134			-
Change in fair value of derivative		18,045			16,554
Imputed interest on advance from shareholder		29,737			25,448
Amortization on note discount		39,662			5,118
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		78,971			110,953
NET CASH USED IN OPERATING ACTIVITIES		(48,028	)		(110,304	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock		50,000			-
Convertible debt		65,000			37,500
Borrowings on debt - related party		2,565			134,150
Principal payments on debt		(47,659	)		(60,861	)
CASH FLOWS (USED IN) PROVIDED BY FINANCING ACTIVITIES		69,906			110,789
NET DECREASE IN CASH		21,878			485
CASH, BEGINNING OF PERIOD		1,061			108
CASH, END OF PERIOD		22,939			593

NON-CASH INVESTING AND FINANCING ACTIVITIES
Forgiveness of related party debt		(14,692	)		-
Settlement of derivative liability due to debt conversion		63,750			-
Debt conversion		45,240			-
Discount for the convertible note		65,000			37,500

The accompanying notes are an integral part to these financial statements.

ZENTRIC, INC.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

June 30, 2014 (unaudited)

1. ORGANIZATION AND BASIS OF PRESENTATION

Constant Environment, Inc. (the "Company"), was incorporated on July 21, 2008, under the laws of the State of Nevada as an early stage product and services company that provides microclimate systems to specialty markets, who have a need to protect and preserve rare and/or valuable items.

On December 16, 2009 the Board of Directors of Constant Environment, Inc. (the “Company”) filed a Certificate of Amendment to the Articles of Incorporation with the Secretary of State of Nevada changing the Company’s name to Zentric, Inc. The Company is a battery technology company based on a new technology that incorporates high voltages dual electrolytes to produce higher voltages and power.

On, November 16, 2011, Zentric, Inc. established a wholly-owned subsidiary in Hong Kong, China to assist with solar project development.

On January 9, 2012 the Board of Directors of Zentric, Inc. (the “Company”) filed a Certificate of Amendment to the Articles of Incorporation with the Secretary of State of Nevada increasing the authorized number of common shares to 500,000,000.

On June 17, 2014 the Board of Directors of Zentric, Inc. (the “Company”) filed a Certificate of Amendment to the Articles of Incorporation with the Secretary of State of Nevada increasing the authorized number of common shares to 2,000,000,000.

2. GOING CONCERN

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The Company suffered a net loss from operations and has a net deficiency, which raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company's ability to continue as a going concern is contingent upon its ability to complete public equity financing and generate profitable operations in the future. Management's plan in this regard is to secure additional funds through equity financing and through loans made by the Company's stockholders.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a)	Basis of Presentation and Principles of Consolidation

The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. The financial statements include the accounts of the Company and its subsidiary, Zentric HK Limited, a limited liability company in Hong Kong. All significant intercompany transactions have been eliminated as part of the consolidation. The Company’s fiscal year-end is December 31.

b)	Use of Estimates

The preparation of financial statements in conformity with US 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 financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

c)	Cash and cash equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As at June 30, 2014 and December 31, 2013, the Company had no cash equivalents.

d)	Basic and Diluted Net Loss per Share

The Company computes net income (loss) per share in accordance with FASB codification standards. The standard requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

e)	Concentration of Credit Risk

Financial instruments, which potentially subject us to concentrations of credit risk, consist principally of cash. Our cash balances are maintained in accounts held by major banks and financial institutions located in the United States. The Company occasionally maintains amounts on deposit with a financial institution that are in excess of the federally insured limit of $250,000. The risk is managed by maintaining all deposits in high quality financial institutions. The Company had $0 of cash balances in excess of federally insured limits at June 30, 2014 and December 31, 2013.

f)	Comprehensive Loss

ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As of June 30, 2014 and December 31, 2013, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

g)	Foreign Currency Translation

The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with ASC 830 Foreign Currency Translation Matters, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Hong Kong dollars. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

h)	Derivative Financial Instruments

The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. We analyzed the derivative financial instruments (the Convertible Note and tainted Warrant), in accordance with ASC 815. The objective is to provide guidance for determining whether an equity-linked financial instrument is indexed to an entity’s own stock. This determination is needed for a scope exception which would enable a derivative instrument to be accounted for under the accrual method. The classification of a non-derivative instrument that falls within the scope of ASC 815-40-05 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” also hinges on whether the instrument is indexed to an entity’s own stock. A non-derivative instrument that is not indexed to an entity’s own stock cannot be classified as equity and must be accounted for as a liability. There is a two-step approach in determining whether an instrument or embedded feature is indexed to an entity’s own stock. First, the instrument's contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument's settlement provisions. The Company utilized multinomial lattice models that value the derivative liability within the notes based on a probability weighted discounted cash flow model. The Company utilized the fair value standard set forth by the Financial Accounting Standards Board, defined as the amount at which the assets (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced or liquidation sale.

i)	Financial Instruments

Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or Liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The carrying amounts reported in the balance sheets for cash, accounts payable and accrued expenses approximate their fair market value based on the short-term maturity of these instruments. The following table presents assets and liabilities that are measured and recognized at fair value as of June 30, 2014, on a recurring basis:

	Level 1		Level 2		Level 3		Gains (Losses)
Description
Derivative Liability	$	-	$	-	$	254,294	$	(18,045	)
Total	$	-	$	-	$	254,294	$	(18,045	)

The following table presents assets and liabilities that are measured and recognized at fair value as of December 31, 2013, on a recurring basis:

	Level 1		Level 2		Level 3		Gains (Losses)
Description
Derivative Liability	$	-	$	-	$	184,819	$	267,238
Total	$	-	$	-	$	184,819	$	267,238

j)	Income Taxes

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740 “Accounting for Income Taxes” as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in this financial statement because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

k)	Stock-Based Compensation

The Company records stock-based compensation in accordance with FASB codification standards, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.”

l)	Valuation of Long-Lived Intangible Assets and Goodwill

Pursuant to the ASC 350-10-05 Goodwill and Other Intangible Assets and the Impairment or Disposal of Long-lived Assets, we assess the impairment of identifiable intangibles, long-lived assets and goodwill annually or whenever events or circumstances indicate that the carrying value of these assets may not be recoverable. Factors we consider include and are not limited to the following:

·	Significant changes in performance relative to expected operating results

·	Significant changes in the use of the assets or the strategy of our overall business

·	Significant industry or economic trends

As determined in accordance with the ASC, if the carrying amount of goodwill of a reporting unit exceeds its fair value, the impairment loss is measured as the amount by which the carrying amount exceeds the fair market value of the assets. In accordance with the ASC, in determining if impairment exists, we estimate the undiscounted cash flows to be generated from the use and ultimate disposition of these assets. The impairment loss is measured as the amount by which the carrying amount of the assets exceeds the fair market value of the assets.

m)	Impairment of Long-Lived Assets

The Company accounts for long-lived assets in accordance with “Accounting for the Impairment or Disposal of Long-Lived Assets” (ASC 360- 10). This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. As of September 30, 2013 and December 31, 2012, the Company recognized an impairment loss of $88,383 related to deposit on solar panel due to uncertainty of future revenue.

n)	Recent Accounting Pronouncements

In February 2013, Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:

Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income (but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period); and

Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.

The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations.

In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the FASB determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations.

In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-10, “Development Stage Entities”. The amendments in this update remove the definition of a development stage entity from the Master Glossary of the ASC thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments in this update are applied retrospectively. The early adoption of ASU 2014-10 is permitted which removed the development stage entity financial reporting requirements from the Company.

4. Derivative Liabilities

The Company issued convertible notes payable that provide for the issuance of convertible notes with variable conversion provisions. The conversion terms of the convertible note is variable based on certain factors, such as the future price of the Company’s common stock. The number of shares of common stock to be issued is based on the future price of the Company’s common stock. The number of shares of common stock issuable upon conversion of the promissory note is indeterminate. Due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit, the equity environment is tainted and all additional convertible debentures and warrants are included in the value of the derivative. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the variable conversion option and warrants and shares to be issued were recorded as derivative liabilities on the issuance date.

The fair values of the Company’s derivative liabilities were estimated at the issuance date and are revalue at each subsequent reporting date, using a lattice model. The Company recorded current derivative liabilities of $254,294 and $184,819 at June 30, 2014 and December 31, 2013, respectively. The change in fair value of the derivative liabilities resulted in a loss of $18,045 and $16,554 for the six months ended June 30, 2014 and 2013, respectively, which has been reported as other expense (income) in the condensed statements of operations.

The following presents the derivative liability value by instrument type at June 30, 2014, and December 31, 2013, respectively:

	June 30,		December 31,
	2014		2013

Convertible Debentures	$	254,294	$	184,819
	$	254,294	$	184,819

The following is a summary of changes in the fair market value of the derivative liability during the six months ended June 30, 2014 and the year ended December 31, 2013:

	Derivative Liability Total

Balance, December 31, 2013	$	184,819
Increase in derivative value due to issuances of convertible promissory note		82,335
Increase in derivative value due to stock payable		50,000
Change in fair market value of derivative liabilities		710
Conversion of debt		(63,570	)
Balance, June 30, 2014	$	254,294

Key inputs and assumptions used to value the convertible debentures during the six months ended June 30, 2014:

·	The underlying stock price $.0016 to .0009 was used as the fair value of the common stock;

·	The Asher note face amounts as of issuance 6/20/2014 is $32,500 and 6/30/14 are $65,000 with the same terms as at issuance and effectively convert at a discount of 38.34% at issuance; 39.33% to 44.03% at conversion; and 38.69% and 43.70% at the quarter’s end.

·	Capital raising events of $50,000 would occur in each quarter for a total of $150,000 in 2013 at 75% of market generating dilutive reset events at prices below $0.001126; $0.00063; $0.00067; $0.00038; and $0.00035 (rounded) for the Notes;

·	The Holder would redeem based on availability of alternative financing, 10% of the time increasing 1.0% monthly to a maximum of 20%;

·	The Holder would automatically convert the note at maturity if the registration was effective and the company was not in default;

·	An event of default would occur 5% of the time, increasing 1.00% per month to a maximum of 10% – to-date the 2 notes in default have been converted by the holder.

·	The projected volatility for each valuation period was based on the volatility of 19 comparable company’s in the same industry

5. 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.

During the period ended June 30, 2013, Zentric, Inc. entered into an settlement with the Chief Financial Officer to issue 102,900,000 common shares for $205,500 of salaries past due by the Company. Total value of the shares issued was $360,150; the excess of $154,650 is recorded as additional compensation expense. The shares were valued based on the fair market value on date of grant. As of September 30, 2013, the shares has not been issued and recorded as a stock payable.

On August 19, 2013, Zentric, Inc. received the notice of conversion to convert $12,000 of the Note from Asher Enterprises, Inc. into 7,058,824 common shares of the Company. Due to conversion within the terms of the note, no gain or loss was realized.

On November 1, 2013, Zentric, Inc. received the notice of conversion to convert $9,300 of the Note from Asher Enterprises, Inc. into 11,071,429 common shares of the Company. Due to conversion within the terms of the note, no gain or loss was realized.

On December 6, 2013, Zentric, Inc. received the notice of conversion to convert $7,600 of the Note from Asher Enterprises, Inc. into 12,881,356 common shares of the Company. Due to conversion within the terms of the note, no gain or loss was realized.

On December 16, 2013, Zentric, Inc. received the notice of conversion to convert $4,700 of the Note from Asher Enterprises, Inc. into 7,966,102 common shares of the Company. Due to conversion within the terms of the note, no gain or loss was realized.

On December 23, 2013, Zentric, Inc. received the notice of conversion to convert $3,900 of principal and $1,500 of accrued interest from Asher Enterprises, Inc. into 10,800,000 common shares of the Company. Due to conversion within the terms of the note, no gain or loss was realized.

On December 31, 2011, the Company granted options to an officer/director of the company to acquire 4,000,000 common shares, 1,000,000 vested December 31, 2011 at $0.03 per share; the remaining 3,000,000 will vest on December 31, 2012, 2013 and 2014 at price of $0.10, $0.25 and $0.50 per share, respectively. The options have a vesting period of three years or ninety days from termination of employment. The company value such options using the Black-Scholes Valuation Model. The options have an expected volatility rate of 282.71% calculated using the Company stock price for a two-year period beginning December 31, 2011. A risk free interest rate of 0.19% was used to value the options. The total value of these options was $34,841; and during the period ended June 30, 2014 the Company expensed $3,134. The remaining $7,676 remains unvested as of June 30, 2014.

On February 24, 2014, Zentric, Inc. received the notice of conversion to convert $5,000 of principal from Asher Enterprises, Inc. into 12,820,513 common shares of the Company. Due to conversion within the terms of the note, no gain or loss was realized.

On March 3, 2014, Zentric, Inc. received the notice of conversion to convert $3,000 of principal from Asher Enterprises, Inc. into 7,692,308 common shares of the Company. Due to conversion within the terms of the note, no gain or loss was realized.

On March 13, 2014, Zentric, Inc. received the notice of conversion to convert $5,000 of principal from Asher Enterprises, Inc. into 12,820,513 common shares of the Company. Due to conversion within the terms of the note, no gain or loss was realized.

On April 1, 2014, the Company entered into a Sale Agreement with William Tien, a related party, in which William Tien will acquire the subsidiary, Zentric HK, for a total purchase price of $1,000 as a direct reduction in the debt owed to him. During the same period, William Tien forgave the Company debt balance of $14,693 which was recorded as additional paid-in capital due to related party relationship.

On April 9, 2014, Zentric, Inc. entered into a subscription agreement to issue 31,250,000 common shares for $50,000 cash investment into the Company. As of June 30, 2014, the shares has not been issued and recorded a part of derivative liability.

On April 15, 2014, Zentric, Inc. received the notice of conversion to convert $11,500 of principal from Asher Enterprises, Inc. into 15,972,222 common shares of the Company. Due to conversion within the terms of the note, no gain or loss was realized.

On April 16, 2014, Zentric, Inc. received the notice of conversion to convert $8,000 of principal from Asher Enterprises, Inc. together with $1,300 of accrued and unpaid interest totaling $9,300 into 12,916,667 common shares of the Company. Due to conversion within the terms of the note, no gain or loss was realized.

On May 13, 2014, Zentric, Inc. received the notice of conversion to convert $9,500 of principal from Asher Enterprises, Inc. into 15,322,581 common shares of the Company. Due to conversion within the terms of the note, no gain or loss was realized.

On May 16, 2014, Zentric, Inc. received the notice of conversion to convert $1,500 of principal from Asher Enterprises, Inc. together with $440 of accrued and unpaid interest totaling $1,940 into 3,129,032 common shares of the Company. Due to conversion within the terms of the note, no gain or loss was realized.

During the period ended June 30, 2014 and 2013, the Company recorded $29,737 and $14,272 in imputed interest as a result of related party loan, see Note 7.

During the period ended, the Company recorded a total of $63,570 as a reduction in derivative liability due to conversion of $45,240 of principal and interest.

On June 3, 2014, the Company authorized 4,000,000 shares of Series A Preferred Stock to be granted to Jeff Mak as additional stock based compensation. Each share of the Series A preferred stock shall have 100 votes on the election of their directors and for all other purposes. The Series A shares were valued according to the additional voting rights assigned. The value assigned to the voting rights was derived from a model generated by a valuation expert that specializes in valuing equity instruments with no quoted markets. The value assigned to the Series A shares was $47,400.

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.

6. RELATED PARTY TRANSACTIONS

Related party transactions are in the normal course of operations and are recorded at amounts established and agreed between the related parties. Related party transactions not disclosed elsewhere in these financial statements are as follows:

On April 2010, the Company entered into a Promissory Note that carries an interest rate of 15% interest rate with a related party. Note payable balance as of June 30, 2014 and December 31, 2013 is $7,018.

During the period, the Company received $2,565 in advances for Company related expense that are non-interest bearing with no stated maturity. During the same period, the Company repaid back $47,659 in cash. As of June 30, 2014 and December 31, 2013, related party advances are $359,737 and 419,524, respectively. The Company recorded imputed interest of $29,737 and $15,517 as of June 30, 2014 and 2013.

7. NOTES PAYABLE

During the period ended December 31, 2013, the Company entered into Convertible Promissory Notes totaling $81,000 that carries an interest rate of 8% with various maturity date, see Note 9 for listing of convertible note. Due to indeterminable number of shares to be issued at conversion, the Company recorded a derivative liability (see Note 4).

During the period ended June 30, 2014, the Company entered into Convertible Promissory Notes totaling $32,500 that carries an interest rate of 8% with various maturity date, see Note 9 for listing of convertible note. Due to indeterminable number of shares to be issued at conversion, the Company recorded a derivative liability (see Note 4).

Interest accrual for all loans outstanding as of June 30, 2014 and December 31, 2013 are $6,386 and $$5,074, respectively.

8. CONVERTIBLE DEBENTURE

On August 19, 2013, the Company, entered into a $32,500 convertible promissory note that carries an 8% interest rate, matures on May 15, 2014. The principal is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty five percent (55%) of the average of the three (3) lowest trading bid prices of the Company’s common stock for the forty five (45) trading days prior to the conversion date. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The company can prepay the note at 150% of the loan plus interest within 180 days. Due to indeterminable number of shares to be issued at conversion, the Company recorded a derivative liability (see Note 4). The Company recorded a total discount of $32,500 for the variable conversion features of the convertible note incurred during the period ended December 31, 2013. The discount will be amortized to interest expense over the term of the debenture using the effective interest method. As of June 30, 2014, the discount was fully amortized. During the same period, the holder converted $33,800 of principal and interest into 62,222,223 shares of common stock; due to conversion within the terms of the note, no gain or loss was recognized as a result of the conversion. As of June 30, 2014, the Company has a remaining principal and accrued interest balance of balance of $0.

On October 29, 2013, the Company, entered into a $11,000 convertible promissory note that carries an 8% interest rate, matures on July 30, 2014. The principal is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty five percent (55%) of the average of the three (3) lowest trading bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The company can prepay the note at 150% of the loan plus interest within 180 days. Due to indeterminable number of shares to be issued at conversion, the Company recorded a derivative liability (see Note 4). The Company recorded a total discount of $11,000 for the variable conversion features of the convertible note incurred during the period ended December 31, 2013. The discount will be amortized to interest expense over the term of the debenture using the effective interest method. As of June 30, 2014, the discount was fully amortized. During the same period, the holder converted $11,440 of principal and interest into 18,451,613 shares of common stock; due to conversion within the terms of the note, no gain or loss was recognized. As of June 30, 2014, the Company has a remaining principal and accrued interest balance of $1,515.

On February 3, 2014, the Company, entered into a $32,500 convertible promissory note that carries an 8% interest rate, matures on July 30, 2014. The principal is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty five percent (55%) of the average of the three (3) lowest trading bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The company can prepay the note at 150% of the loan plus interest within 180 days. Due to indeterminable number of shares to be issued at conversion, the Company recorded a derivative liability (see Note 4). The Company recorded a total discount of $32,500 for the variable conversion features of the convertible note incurred during the period ended June 30, 2014. The discount will be amortized to interest expense over the term of the debenture using the effective interest method. The Company recorded $7,684 of interest expense pursuant to the amortization of the note discount during the period ended June 30, 2014. As of June 30, 2014 the company has a remaining principal balance of $32,500 and accrued interest of $1,047.

On June 20, 2014, the Company, entered into a $32,500 convertible promissory note that carries an 8% interest rate, matures on March 24, 2015. The principal is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty five percent (55%) of the average of the three (3) lowest trading bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The company can prepay the note at 150% of the loan plus interest within 180 days. Due to indeterminable number of shares to be issued at conversion, the Company recorded a derivative liability (see Note 4). The Company recorded a total discount of $32,500 for the variable conversion features of the convertible note incurred during the period ended June 30, 2014. The discount will be amortized to interest expense over the term of the debenture using the effective interest method. The Company recorded $1,173 of interest expense pursuant to the amortization of the note discount during the period ended June 30, 2014. As of June 30, 2014 the company has a remaining principal balance of $32,500 and accrued interest of $71.

9. DISCONTINUED OPERATIONS

On April 1, 2014, the Company entered into a Sale Agreement with William Tien, a related party, in which William Tien will acquire 100% of the subsidiary, Zentric HK, for a total purchase price of $1,000 as a direct reduction in the debt owed to him. During the same period, William Tien forgave the Company debt balance of $14,693 which was recorded as additional paid-in capital due to related party relationship. The result of discontinued operations is an accumulated net loss of $102,620 for the period from Inception of the subsidiary, November 16, 2011 through December 31, 2012. Subsequent to December 31, 2012, the subsidiary was dormant and did not have further transactions.

10. CONTINGINCIES

No legal proceedings are currently pending or, to our knowledge, threatened against us that, in the opinion our management, could reasonably be expected to have a material adverse effect on our business or financial conditions or results of operations.

11. SUBSEQUENT EVENTS

In accordance with ASC 855-10 Company management reviewed all material events through the date of this report and there are no material subsequent events to report.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our Financial Statements and notes appearing elsewhere in this report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this report. Our financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Zentric, Inc. (the "Company"), was incorporated on July 21, 2008, under the laws of the State of Nevada as Constant Environment, Inc. and changed it’s name to Zentric, Inc. on December 16, 2009. The company is an advanced battery technology company based on a new and revolutionary technology that incorporates high voltages dual electrolytes to produce higher voltages and power.

Business Division

The business of “Constant Environment” remains as a division of Zenrtic. The division is a separate business that provides microclimate systems to specialty markets, who have a need to protect and preserve rare and/or valuable items.

Employees

Presently our two officers are contributing their services without payment and certain consultants have accepted shares for services.

In the future, we plan to hire five full time employees and two part-time employees. From time to time, we may employ additional independent contractors to support our development, marketing, sales, support and administrative organization. We also intend to hire 2 sales/marketing staff, 1 administrative assistant and 2 microclimate technicians. Competition for qualified personnel in the industry in which we compete is intense. We believe that our future success will depend in part on our continued ability to attract, hire or acquire and retain qualified employees.

RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2014 AND JUNE 30, 2013.

The Company did not generate any revenues for the three and six months ended June 30, 2014 and June 30, 2013.

General and administrative expenses for the three months ended June 30, 2014 and June 30, 2013 was $21,789 and $18,189 respectively. General and administrative expenses for the six months ended June 30, 2014 and June 30, 2013 was $42,155 and $71,622 respectively. The decrease was due to less activity in the North Carolina business opportunities.

Consulting and contracting expenses for the three months ended June 30, 2014 and June 30, 2013 was $96,554 and $221,672 respectively. Consulting and contracting expenses for the six months ended June 30, 2014 and June 30, 2013 was $132,326 and $302,103 respectively. The decrease was due to less activity in the North Carolina business opportunities.

Interest expenses for the three months ended June 30, 2014 and June 30, 2013 was $34,668 and $15,930 respectively. Interest expenses for the six months ended June 30, 2014 and June 30, 2013 was $72,451 and $32,448 respectively. The increase is due to the company taking in the additional notes.

Change in fair value of derivative for the three months ended June 30, 2014 and June 30, 2013 was ($100,638) and $284 respectively. Change in fair value of derivative for the six months ended June 30, 2014 and June 30, 2013 was $18,045 and $16,554 respectively.

Net loss for the three months ended June 30, 2014 and June 30, 2013 was $52,373 and $256,075 respectively. Net loss for the six months ended June 30, 2014 and June 30, 2013 was $264,977 and $422,727 respectively. The loss was primarily due to the increase in consulting fees.

Loss per share was $0.00 for the three months ended June 30, 2014 and June 30, 2013. Loss per share was $0.00 for the six months ended June 30, 2014 and June 30, 2013.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2014, we had a working capital deficiency of $1,005,225, which represented a working capital decrease of $61,203 as compared to the working capital deficiency position of $944,022 as of December 31, 2013. The decrease is mainly due to the increase of our change in fair value of derivative and additional note borrowings.

Cash flows used in operating activities for the six month period ended June 30, 2014 and 2013 was ($48,028) and ($110,304) respectively.

Cash flows used in financing activities for six month period ended June 30, 2014 and 2013 was $69,906 and $110,789, respectively, which was due to the reduction of loans and common stock sold for cash.

GOING CONCERN

Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on our audited financial statements for the period ended December 31, 2013, our independent registered public accountants included an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our most critical accounting policies, which are those that require significant judgment, include: income taxes and revenue recognition. In-depth descriptions of these can be found in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013. There have been no material changes in our existing accounting policies from the disclosures included in our 2013 Annual Report on Form 10-K.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange traded contracts.

Item 3. Quantitative and Qualitative Disclosures about Market Risks

We conduct our business in United States dollars. Our market risk is limited to the United States domestic, economic and regulatory factors.

Item 4T. Controls and Procedures

Management's evaluation of disclosure controls and procedures

The management of the company is required to maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer (one individual) as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

As of the end of the period covered by this report, the Company conducted an evaluation, under the supervision and with the participation of its principal executive officer and principal financial officer, of the Company’s disclosure controls and procedures. Based on their evaluation, the principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures need improvement and were not adequately effective as of June 30, 2014 to cause the information required to be disclosed in reports that the Company files or submits under the Exchange Act to be recorded, processed, summarized and reported within the time periods prescribed by the SEC, and that such information is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate, to ensure timely decisions regarding required disclosure. Management is in the process of identifying deficiencies with respect to the Company’s disclosure controls and procedures and implementing corrective measures.

Changes in Internal Controls

There was no change in our internal controls over financial reporting identified in connection with the requisite evaluation that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

None

Item 2. Changes in Securities.

None

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information

None

Item 6. Exhibits and Reports on Form 8-K

(A) Exhibits

31.1		Certification Pursuant to 18 U.S.C Section 1350, As adopted pursuant to Section 302 of the Sabanes-Oxley Act of 2002

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS **		XBRL Instance Document

101.SCH **		XBRL Taxonomy Extension Schema Document

101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB **		XBRL Taxonomy Extension Label Linkbase Document

101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

________________

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

(B) Reports on Form 8-K

Form 8-K Filed on June 20, 2014 that on June 17, 2014 the Board of Directors of Zentric, Inc. (the “Company”) filed a Certificate of Amendment to the Articles of Incorporation with the Secretary of State of Nevada increasing the authorized number of common shares to 2,000,000,000.

Form 8-K Filed on July 9, 2014 that on June 3, 2014, the board of directors has approved the issuance of Class A-Super Voting Preferred Stock of the 60,000,000 preferred blank check stock authorized.

SIGNATURES

In accordance with Section 13 or 15 (d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

	ZENTRIC, INC.
	Registrant

Date: August 19, 2014	By:	/s/ Jeff Mak
		Jeff Mak
		Chairman, Chief Financial Officer, Principal Accounting Officer and Director

Zentric, Inc. - FORM 10-Q - August 19, 2014

Attached files

Zentric, Inc. Reports