Zentric, Inc. - FORM 10-K - April 14, 2015

Attached files

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EXCEL - IDEA: XBRL DOCUMENT - Zentric, Inc.	Financial_Report.xls
EX-32.1 - CERTIFICATION - Zentric, Inc.	zntr_ex321.htm
EX-31.1 - CERTIFICATION - Zentric, Inc.	zntr_ex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2014

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

For the transition period from __________ to __________

Commission File No. 333-140236

ZENTRIC, INC.

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

Nevada		98-0418609
(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)

1310 Contour Drive

Mississauga, Ontario, Canada, L5H 1B2

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act ¨Yes x No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act ¨Yes x No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. xYes ¨ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer", and "smaller reporting company" in Rule12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the closing price as of the last business day of the registrant’s most recently completed second fiscal quarter was approximately $104,214.

As of April 14, 2015 593,910,824 shares of Common Stock, par value $0.001 per share and 6,000,000 of Preferred Class A Stock, par value $0.001 per share were outstanding.

TABLE OF CONTENTS

PART I

Item 1.	Business	3
Item 1A	Risk Factors	3
Item 1B.	Unresolved Staff Comments	3
Item 2.	Properties	4
Item 3.	Legal Proceedings	4
Item 4.	Mine Safety Disclosure	4

PART II

Item 5.	Market For Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	5
Item 6	Selected Financial Data	6
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	6
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	14
Item 8	Financial Statements and Supplementary Data	15
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	33
Item 9A (T)	Control and Procedures	33
Item 9B.	Other Information	34

PART III

Item 10.	Directors, Executive Officers, and Corporate Governance	35
Item 11	Executive Compensation	36
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	36
Item 13.	Certain Relationships and Related Transactions and Director Independence	37
Item 14.	Principal Accountant Fees And Services	37
Item 15	Exhibits, Financial Statement Schedules	38

SIGNATURES		39

ITEM 1. Description of Business.

General

Zentric, Inc. (the "Company"), was incorporated on July 21, 2008, under the laws of the State of Nevada as Constant Environment, Inc. and changed its 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.

On, November 16, 2011, Zentric, Inc. established a wholly-owned subsidiary in Hong Kong, China. Zentric, Inc. has become actively involved in solar project development through this subsidiary. In April 1, 2014, the subsidiary was sold to William Tien, the company’s director, in exchange for waiving $1,000 in loans.

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

Business Division

The business of “Constant Environment” remains as a division of Zentric. 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, Officers and Directors

Employees

We have 2 part time employee as of the date of this prospectus other than our executive officers and directors who devote only part of their time to our business.

Item 1A. Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 1B. Unresolved Staff Comments.

Not Applicable

Item 2. Properties.

Our mailing address is Unit C2, 802 Southdown Road, Mississauga, Ontario, L5J 2Y4, for which we pay $2,939.71 per month. The lease was effective January 1, 2010, where we agreed to lease the approximately 1,420 square feet of space (“Leased Space”) for a 5 years term and has since been renewed for an additional 6 month starting January 1, 2015. The Leased Space to be suitable for, and utilized by us for our administration, management and development.

We do not intend to renovate, improve, or develop properties. We are not subject to competitive conditions for property and currently have no property insure. We have no policy with respect to investments in real estate or interests in real estate and no policy with respect to investments in real estate mortgages. Further, we have no policy with respect to investments in securities of or interests in persons primarily engaged in real estate activities.

Item 3. Legal Proceedings.

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company.

Item 4. Mine Safety Disclosure.

Not Applicable.

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

There is no trading market for our Common Stock at present and there has been no trading market to date. There is no assurance that a trading market will ever develop or, if such a market does develop, that it will continue.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person’s account for transactions in penny stocks and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person’s account for transactions in penny stocks, the broker or dealer must (i) obtain financial information and investment experience and objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form, (i) sets forth the basis on which the broker or dealer made the suitability determination and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading, and about commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Holders

As of April 14, 2015 there were 593,910,824 shares of common stock issued and outstanding, 19,750,000 of which are controlled by Jeff Mak, the Company's officer and director and 6,000,000 shares of preferred class A stock issued and outstanding of which Jeff Mak controls 6,000,000.

As of April 14, 2015 there were 56 holders of record of shares of our common stock. Holders of common stock do not have cumulative voting rights.

Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of our common stock representing a majority of the voting power of our capital stock issued and outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation.

Although there are no provisions in our charter or by-laws that may delay, defer or prevent a change in control, we are authorized, without shareholder approval, to issue shares of preferred stock that may contain rights or restrictions that could have this effect.

Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

The issued and outstanding shares of our Common Stock were issued in accordance with the exemptions from registration afforded by Section 4(2) of the Securities Act of 1933.

Dividends

Since inception we have not paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock, when issued pursuant to this offering. Although we intend to retain our earnings, if any, to finance the exploration and growth of our business, our Board of Directors will have the discretion to declare and pay dividends in the future.

Payment of dividends in the future will depend upon our earnings, capital requirements, and other factors, which our Board of Directors may deem relevant.

Item 6. Selected Financial Data

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Safe Harbor Statement under The Private Securities Litigation Reform Act of 1995

Certain statements contained in this section and elsewhere in this Form 10-K constitutes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to, regulatory and economic factors, seasonality, competition, litigation, the nature of supplier or customer arrangements that become available to the Company in the future, adverse weather conditions, possible technological obsolescence of existing products and services, possible reduction in the carrying value of long-lived assets, estimates of the useful life of its assets, potential environmental liability, customer concentration, the ability to obtain financing, and other risks detailed in this report and in the Company's other periodic reports filed with the Securities and Exchange Commission ("SEC"). The words "believe", "expect", "anticipate", "may", "plan", "should" and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.

Critical Accounting Policies

We have identified the policies outlined below as critical to our business operations and an understanding of our results of operations. The list is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management’s judgment in their application. The impact and any associated risks related to these policies on our business operations is discussed throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations where such policies affect our reported and expected financial results. Note that our preparation of the financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates.

Basis of Presentation

These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year-end is December 31.

Use of Estimates

The preparation of these consolidated financial statements in conformity with generally accepted accounting principles in the United States 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 revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to valuation and amortization policies on property and equipment and valuation allowances on deferred income tax losses. 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.

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), 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.

Revenue Recognition

As of the date of this disclosure, the Company has yet to recognize revenues. As the Company continues to develop and implement its business plan, revenue from the performance of services or sale of products will be recognized in accordance with FASB codification standards. Revenue will be recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is provided, and collectability is assured.

Basic and Diluted Net Income (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.

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 FASB codification regarding the required tax asset benefit computations for net operating losses carry forward. The potential benefits of net operating losses have not been recognized in these consolidated financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

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.

Cash and Cash Equivalents

Cash and cash equivalents consist of commercial accounts and interest-bearing bank deposits and are carried at cost, which approximates current value. Items are considered to be cash equivalents if the original maturity is three months or less.

Valuation of Long-Lived and 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.

Impairment of Long-Lived Assets

In accordance with ASC 360, Property Plant and Equipment, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value. Long-lived assets held and used by Zentric, Inc. are reviewed for possible impairment whenever events or circumstances indicate the carrying amount of an asset may not be recoverable or is impaired. Recoverability is assessed using undiscounted cash flows based upon historical results and current projections of earnings before interest and taxes. Impairment is measured using discounted cash flows of future operating results based upon a rate that corresponds to the cost of capital. Impairments are recognized in operating results to the extent that carrying value exceeds discounted cash flows of future operations.

Recent Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board issued an accounting standards update which adds new disclosure requirements for items reclassified out of accumulated other comprehensive income. The update requires entities to disclose additional information about reclassification adjustments, including changes in accumulated other comprehensive income balances by component and significant items reclassified out of accumulated other comprehensive income. The update was effective for the Company in the first quarter of 2013. The update primarily impacted our disclosures and did not have a material impact on our financial position, results of operations or cash flows.

In July 2013, the FASB issued an accounting standards update which requires an entity to present an unrecognized tax benefit, or portion thereof, in the statement of financial position as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward, with certain exceptions related to availability. The update was effective in the first quarter of 2014. The update did not have a material impact on the Company’s financial position, results of operations or cash flows.

In June 2014, the FASB issued an accounting standard which provides new guidance that requires share-based compensation to meet a specific performance target to be achieved in order for employees to become eligible to vest in the awards and that could be achieved after an employee completes the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation costs should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU 2014-12 is not expected to have a material impact on our financial position or results of operations.

In June 2014, the FASB issued guidance to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements of development stage entities. The amendments in this update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, thereby improving financial reporting by eliminating the cost and complexity associated with providing that information. The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public companies, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The adoption of ASU 2014-10 is not expected to have a material impact on our financial position or results of operations.

In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update 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.

In August 2014, the FASB issued an accounting standard that requires management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the standard (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The standard in this Update is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The adoption of ASU 2014-15 is not expected to have a material impact on our financial position or results of operations.

In November 2014, the FASB issued new guidance for determining when separation of certain embedded derivative features in a hybrid financial instrument is required. That is, an entity will continue to evaluate whether the economic characteristics and risks of the embedded derivative feature are clearly and closely related to those of the host contract, among other relevant criteria. The amendments clarify how current GAAP should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. The effects of initially adopting the amendments in this Update should be applied on a modified retrospective basis to existing hybrid financial instruments issued in the form of a share as of the beginning of the fiscal year for which the amendments are effective. Retrospective application is permitted to all relevant prior periods. The adoption of ASU 2014-16 is not expected to have a material impact on our financial position or results of operations.

In November 2014, the FASB issued guidance to provide an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. After the effective date, an acquired entity can make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. However, if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance would be a change in accounting principle. The amendments in this Update are effective on November 18, 2014. The adoption of ASU 2014-17 is not expected to have a material impact on our financial position or results of operations.

Overview

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.

The address of our principal executive office is Unit C2, 802 Southdown Road, Mississauga, Ontario, L5J 2Y4. Our phone number at that location is 416-245-8000. Our website is www.zbatt.com.

License Agreement with Versitech Limited

Effective December 14, 2009, we entered into an exclusive license agreement with Versitech Limited to design, manufacture and market the battery technology under United State Patent Grant No. 7,344,801. Terms of the license are royalties of 3% on net sales on the licensed products by the licensee and affiliates of licensed products and 25% of all sublicense income received by the licensee or any of its affiliates. As of December 31, 2012, the terms of the agreement remain the same and no revenue has been generated from the license agreement.

The invention is directed to electrochemical device such as batteries and fuel cells having two electrolytes between the anode and the cathode. The devices of this invention can have 50% higher operating voltage and power compared to devices with a single electrolyte. The electrochemical device according to the present invention is preferably arranged with an alkaline electrolyte in contact with the anode and an acidic electrolyte in contact with the cathode. The electrolytes are separated by a bipolar membrane that preferably also provides ionic conductivity between the two electrolytes and also generates a supply of protons and hydroxide anions.

Business division

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

The division will earn revenue for services including; (i) the sale of microclimate solutions (ii) the installation of microclimate systems (iii) consulting services, including assessments and project management. The division will offer services in the microclimate industry; design, manage, install, repair, service and provide maintenance for our customers with the same processes, personnel and management.

In addition to the services the division will provide, the division plans to produce microclimate systems that are involved in our project installations. The division plans to assemble the products in house with the technical assistance of Micro Climate Technology for small quantity orders. For larger quantity orders, the division plans to outsource the manufacturing to OEM manufacturers.

A microclimate is the environment immediately surrounding an artifact. A microclimate can be created and controlled in a sealed showcase, storage cabinet or archive room.

On, November 16, 2011, Zentric, Inc. established a wholly-owned subsidiary incorporated in Hong Kong, China. The company will use this subsidiary to become more actively involved in solar project development. In April 1, 2014, this subsidiary was sold to William Tien, the company’s director in exchange for waiving $1,000 in loans.

RESULTS OF OPERATIONS FROM 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 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.

There were no activities in Zentric HK during period ended December 31, 2014 and 2013 and as a result of discontinued operations the net loss of $0 for both periods ended. There were no assets and the liabilities of Zentric HK were segregated in the balance sheet and appropriately labelled as discontinued.

RESULTS OF OPERATIONS FROM CONTINUING OPERATIONS

The Company did not generate any revenues for the years ended December 31, 2014 and December 31, 2013.

General and administrative expense for the years ended December 31, 2014 and December 31, 2013 was $72,519 and $103,323.

The decrease is due to the reduction of activities in the North Carolina business development.

Consulting and contracting expenses for the years ended December 31, 2014 and December 31, 2013 was $204,419 and $403,263. The decrease is due to the reduction of activities in the North Carolina business development.

Interest expenses for the years ended December 31, 2014 and December 31, 2013 was ($141,956) and ($107,754). The increase is due to the increase of loans to the company.

Change in fair value of derivative for the years ended December 31, 2014 and December 31, 2013 was $47,524 and $267,238. The decrease is due to the decrease in convertible notes that the company took during the year.

Net loss for the years ended December 31, 2014 and December 31, 2013 was $371,370 and $347,102 respectively. The loss was primarily due to the consultant and subcontracting fees.

Loss per share was $0.00 for each the years ended December 31, 2014 and December 31, 2013, respectively.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2014, we had a working capital deficiency of $992,676, which represented a working capital deficit increase of $48,654 as compared to the working capital deficiency position of $944,022 as of December 31, 2013. The deficit increase is mainly due to the increase of related party borrowing to fund operations.

Cash flows used in operating activities for the year ended December 31, 2014 was ($70,911) compare to ($135,336) in December 31, 2013. The decrease is due to decrease in net loss and vendor expenses.

Cash flows provided by financing activities for the year ended December 31, 2014 and 2013 were $71,257 and $136,289, respectively. The decrease was due mainly the decrease in stock issues for financing.

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, out of the total value the company expensed $8,360 and $8,718 as of December 31, 2013 and 2014 respectively, which is representative of the value of the 3,000,000 shares vested at end of each fiscal year.

On March 14, 2012, Zentric, Inc. entered into a subscription agreement to issue 1,250,000 common shares for $25,000 cash investment into the Company. As of December 31, 2014, the shares has not been issued and reclassified as derivative liability.

On September 1, 2012, Zentric, Inc. entered into a subscription agreement to issue 25,000,000 common shares for $50,000 cash investment into the Company. As of December 31, 2014, the shares has not been issued and reclassified as derivative liability.

On January 9, 2013, Zentric, Inc. issued 100,000 common shares for $10,000 of consulting services to an individual. The shares are valued based on the fair market value on the date of grant.

On January 25, 2013, Zentric, Inc. entered into a Securities Purchase Agreement with Asher Enterprises, Inc. (“Asher”) in connection with the funding of an aggregate of $37,500 with a maturity date of October 29, 2013. The 8% Convertible Promissory Note in the principal amount of $37,500 will be secured against an initial 293,000,000 common shares of the company. Asher has the right following 180 days from the agreement to convert the shares at 55% of the market price. The company can prepay the note at 150% of the loan plus interest.

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 December 31, 2014, the shares has not been issued and reclassified as derivative liability.

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 7,058,824 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 $5,400 of the Note 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 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 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 December 31, 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.

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 Series A shares was $47,400.

On August 19, 2014, Zentric, Inc. received the notice of conversion to convert $9,410 of principal from Asher Enterprises, Inc. into 24,128,205 common shares of the Company. Due to conversion within the terms of the note, no gain or loss was realized.

On September 3, 2014, Zentric, Inc. received the notice of conversion to convert $7,965 of principal from Asher Enterprises, Inc. into 24,136,364 common shares of the Company. Due to conversion within the terms of the note, no gain or loss was realized.

On September 5, 2014, Zentric, Inc. received the notice of conversion to convert $7,965 of principal from Asher Enterprises, Inc. into 24,136,364 common shares of the Company. Due to conversion within the terms of the note, no gain or loss was realized.

On September 22, 2014, Zentric, Inc. received the notice of conversion to convert $7,000 of principal from Asher Enterprises, Inc. into 24,137,931 common shares of the Company. Due to conversion within the terms of the note, no gain or loss was realized.

On September 26, 2014, Zentric, Inc. received the notice of conversion to convert $160 of principal from Asher Enterprises, Inc. together with $1,300 of accrued and unpaid interest totaling $1,460 into 5,214,286 common shares of the Company. Due to conversion within the terms of the note, no gain or loss was realized.

We anticipate that our operational, general and administrative expenses for the next 12 months will total $500,920. The estimated breakdown is as follows:

Web Development	$	10,000
Legal/Accounting	$	15,000
Upgraded Computer systems	$	12,500
Telecommunications/DSL	$	900
Employee recruitment and training	$	30,000
General Administrative
Advertising	$	50,000
Automotive	$	10,000
Deprecation expense	$	1,270
Employee benefits	$	1,500
Entertainment	$	9,000
Insurance	$	8,000
Office salaries	$	240,000
Office supplies	$	7,000
Professional expense	$	8,000
Rent	$	30,000
Repairs & Maintenance	$	1,500
Taxes	$	6,250
Telephone	$	6,000
Travel	$	50,000
Utilities	$	4,000
Total General Administrative	$	372,520

Total Expenses	$	500,920

We will not generate any revenues in the next twelve months and we will be required to raise additional capital by issuing equity or debt securities in exchange for cash in order to continue as a going concern. We can not assure you that any financing can be obtained or, if obtained, that it will be on reasonable terms. Without realization of additional capital, it would be unlikely for us to continue as a going concern.

Going Concern Consideration

Our independent auditors included an explanatory paragraph in their report on the financial statements included herein regarding concerns 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.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Item 8. Financial Statements.

ZENTRIC, INC.

FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2014 and 2013

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Zentric, Inc.

We have audited the accompanying consolidated balance sheets of Zentric, Inc. as of December 31, 2014 and 2013 and the related statements of operations, changes in stockholders' equity (deficit), and cash flows for the years then ended. 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 audit.

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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 Zentric, Inc. as of December 31, 2014 and 2013, and the results of its operations and cash flows for the periods described above in conformity with U.S. generally accepted principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company suffered reccurring net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ M&K CPAS, PLLC

www.mkacpas.com

Houston, Texas

April 14, 2015

ZENTRIC, INC.

CONSOLIDATED BALANCE SHEETS

As of December 31, 2014 and 2013

	December 31, 2014			December 31, 2013
ASSETS
Current Assets
Cash	$	1,407		$	1,061
Total Current Assets		1,407			1,061

Total Assets	$	1,407		$	1,061

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued liabilities	$	148,326		$	114,872
Advances from shareholder		349,663			404,831
Accrued salaries		330,050			212,450
Convertible Note, net of discount $34,317 and $37,100, respectively		9,683			6,400
Derivative liability		149,343			184,819
Note payable, related party		7,018			7,018
Discontinued liabilities associated with sale of subsidiary
Advances from shareholder		-			14,693

Total Liabilities		994,083			945,083

Stockholders' Equity (Deficit)
Common stock, $0.001 par value, 2,000,000,000 shares authorized; 343,380,524 and 160,953,538 shares issued and outstanding as of December 31, 2014 and 2013, respectively		343,382			160,955
Preferred stock A, $0.001 par value, 6,000,000 shares authorized: 4,000,000 and zero issued and outstanding as of December 31, 2014 and December 31, 2013, respectively		4,000			-
Additional paid-in capital		1,863,707			1,727,418
Accumulated deficit		(3,203,765	)		(2,832,395	)

Total Stockholders' Equity (Deficit)		(992,676	)		(944,022	)

Total Liabilities and Stockholders' Equity (Deficit)	$	1,407		$	1,061

The accompanying notes are an integral part of these consolidated financial statements.

ZENTRIC, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the years ended December 31, 2014 and 2013

	Year Ended December 31, 2014			Year Ended December 31, 2013

REVENUE	$	-		$	-
EXPENSES
General and administrative		72,519			103,323
Consulting and subcontracting		204,419			403,263
Operating Expense		276,938			506,586
Other Income ( Expenses)
Interest Expense		(141,956	)		(107,754	)
Change in fair value of derivative		47,524			267,238
Total Other Expenses		(94,432	)		(159,484	)
NET LOSS FROM CONTINUIING OPERATIONS		(371,370	)		(347,102	)
NET LOSS FROM DISCONTINUED OPERATIONS		-			-
NET LOSS		(371,370	)		(347,102	)
LOSS PER WEIGHTED NUMBER OF SHARES OUTSTANDING BASIC AND DILUTED
BASIC AND DILUTED LOSS PER SHARE FROM CONTINUING OPERATIONS	$	(0.00	)	$	(0.00	)
BASIC AND DILUTED LOSS PER SHARE FROM DISCONTINUED OPERATIONS	$	(0.00	)	$	(0.00	)
BASIC AND DILUTED NET LOSS PER SHARE	$	(0.00	)	$	(0.00	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING BASIC AND DILUTED		253,192,316			117,033,618

The accompanying notes are an integral part of these consolidated financial statements.

ZENTRIC, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Deficit)

	Preferred Sock				Common Stock				Additional Paid-			Accumulated			Stock			Stockholders' Equity
	Shares		Amount		Shares		Amount		in Capital			Deficit			Payable			(Deficit)
Balance, December 31, 2012		-		-		111,175,827		111,177		1,606,510			(2,485,293	)		75,000			(692,606	)

Common shares issued for debt conversion						49,777,711		49,778		(10,778	)								39,000
Settlement of derivative due to conversion										64,093									64,093
Shares issued for salary																360,150			360,150
Reclassification of derivative liability																(435,150	)		(435,150	)
Imputed interest on advance from shareholder										59,232									59,232
Options issued for services										8,360									8,360
Net loss													(347,102	)					(347,102	)
Balance, December 31, 2013		-		-		160,953,538		160,955		1,727,418			(2,832,395	)		-			(944,022	)

Common shares issued for debt conversion						182,426,986		182,427		(103,387	)								79,040
Settlement of derivative due to conversion										114,452									114,452
Preferred Shares issued to related party		4,000,000		4,000						43,400									47,400
Imputed interest on advance from shareholder										58,414									58,414
Options issued for services										8,718									8,718
Debt forgiveness by related party										14,693									14,693
Net loss													(371,370	)					(371,370	)
Balance, December 31, 2014		4,000,000		4,000		343,380,524		343,382		1,863,707			(3,203,765	)		-			(992,676	)

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

ZENTRIC, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended December 31, 2014 and 2013

	Year Ended December 31, 2014			Year Ended December 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		(371,370	)		(347,102	)
Adjustment to reconcile net loss to net cash used in operating activities:
Common stock issued for services		47,400			154,350
Options issued for services		8,718			8,360
Change in fair value of derivative		(47,524	)		(267,238	)
Imputed interest on advance from shareholder		58,414			59,232
Amortization on note discount		79,283			43,900
Changes in operating assets and liabilities:
Bank overdraft		-			702
Accounts payable and accrued liabilities		154,168			212,460
NET CASH USED IN OPERATING ACTIVITIES		(70,911	)		(135,336	)

CASH FLOWS FROM INVESTING ACTIVITIES
CASH USED FOR INVESTING ACTIVITIES		-			-

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock		50,000			295,000
Proceeds from issuance of convertible debt		76,500			81,000
Borrowings on debt - related party		2,990			134,150
Principal payments on debt		(58,233	)		(78,861	)
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		71,257			136,289
NET INCREASE IN CASH		346			953
CASH, BEGINNING OF PERIOD		1,061			108
CASH, END OF PERIOD		1,407			1,061

SUPLLEMENTAL CASH FLOW INFORMATION
Interest paid		-			-
Income taxes paid		-			-
Non-cash investment and financing activities
Reclassification to derivative liability		-			435,150
Debt forgiveness by related party		14,693			-
Shares issued as settlement of salary		-			205,800
Settlement of derivative on conversion of debt		114,452			64,093
Discount recognized on convertible note		76,500			81,000
Conversion of debt		79,040			39,000

The accompanying notes are an integral part of these consolidated financial statements.

ZENTRIC, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014 and 2013

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. In April 1, 2014, this subsidiary was sold to William Tien, the company’s director, in exchange for waiving $1,000 in loans.

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 reccurring net loss from operations and has a net capital 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

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.

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.

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 December 31, 2014 and 2013, the Company had no cash equivalents.

Basic and Diluted Net Loss per Share

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 December 31, 2014 and 2013.

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 December 31, 2014 and 22013, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

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.

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.

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 December 31, 2014, on a recurring basis:

Description	Level 1		Level 2		Level 3		Gains (Losses)
Derivative Liability	$	-	$	-	$	149,343	$	47,524
Total	$	-	$	-	$	149,343	$	47,524

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

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

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.

Stock-Based Compensation

Valuation of Long-Lived Intangible Assets and Goodwill

		·	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

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.

Recent Accounting Pronouncements

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.

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 December 31, 2013, the shares have not been issued and recorded a part of derivative liability.

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, out of the total value the company expensed $8,048 and $8,360 as of December 31, 2012 and 2013 respectively, which is representative of the value of the 3,000,000 shares vested at end of each fiscal year. The remaining $8,718 was fully vested and expensed as of December 31, 2014.

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 December 31, 2014, the shares have not been issued and recorded a part of derivative liability.

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.

5.	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 consolidated 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 December 31, 2014 and 2013 is $7,018. Interest accrual for all loans outstanding as of December 31, 2014 and December 31, 2013 are $4,752 and $3,152, respectively.

The Company has received cash accumulated advances of $349,663 and $419,524 for the years ended December 31, 2014 and December 31, 2013, respectively from directors and shareholders. Interest has been imputed at 15% resulting in interest expense of $58,414 and $59,232 for the years ended December 31, 2014 and December 31, 2013, respectively. During the period ended December 31, 2014, the Company borrowed $2,990 and repaid $58,233.

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 December 31, 2013, the shares have not been issued and recorded a part of derivative liability.

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, out of the total value the company expensed $8,048 and $8,360 as of December 31, 2012 and 2013 respectively, which is representative of the value of the 3,000,000 shares vested at end of each fiscal year. The remaining $8,718 was fully vested and expensed as of December 31, 2014.

6.	NOTES PAYABLE

7.	INCOME TAXES

The Company accounts for income taxes under FASB ASC 740-10, which requires use of the liability method. FASB ASC 740-10-25 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences.

As of December 31, 2014, there were no differences between financial reporting and tax bases of assets and liabilities. The Company will have tax losses available to be applied against future years’ income as result of the losses incurred. However, due to the losses incurred in the period and expected future operating results, management determined that it is more likely than not that the deferred tax asset resulting from the tax losses available for carryforward will not be realized through the reduction of future income tax payments. Accordingly a 100% valuation allowance has been recorded for deferred income tax assets. The net loss carry-forward was $2,010,140 and $1,726,647 for the years ended December 31, 2014 and December 31, 2013 respectively.

The deferred tax asset for December 31, 2014 and December 31, 2013 is as follows:

	2014			2013
Deferred Tax Asset arising from Net Operating Loss Carry-forwards	$	703,549		$	604,326
Valuation allowance		(703,549	)		(604,326	)
Net deferred tax asset	$	-		$	-

Based on the available objective evidence, including the Company’s history of its loss, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at December 31, 2014 and 2013, respectively.

A reconciliation between the amounts of income tax benefit determined by applying the applicable U.S. and State statutory income tax rate to pre-tax loss is as follows:

	2013			2012
Federal and state statutory rate		35	%		35	%
Chang in valuation allowance on deferred tax assets		(35	%)		(35	%)

In accordance with FASB ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions.

8.	CONVERTIBLE DEBENTURE

On January 25, 2013, the Company, entered into a $37,500 convertible promissory note that carries an 8% interest rate, matures on October 29, 2013. 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. Due to indeterminable number of shares to be issued at conversion, the Company recorded a derivative liability (see Note 10). 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. The Company recorded $32,500 of interest expense pursuant to the amortization of the note discount during the year ended December 31, 2013. Also, during the same period, the holder of the note converted $32,500 in principal and $1,500 in accrued interest into 49,777,711 shares of the Company’s common stock. Due to conversion within the terms of the convertible promissory note, no gain or loss was recorded as a resulted of the conversion. As of December 31, 2013, the balance due on this note is $0.

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. 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. The Company recorded $6,168 of interest expense pursuant to the amortization of the note discount during the year ended December 31, 2013. The remaining discount of $26,332 was fully amortized as of December 31, 2014. 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 December 31, 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. 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. The discount will be amortized to interest expense over the term of the debenture using the effective interest method. The Company recorded $232 of interest expense pursuant to the amortization of the note discount during the year ended December 31, 2013. The remaining discount of $10,768 was fully amortized as of December 31, 2014. 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 December 31, 2014, the Company has a remaining principal and accrued interest balance of $0.

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. The Company recorded a total discount of $32,500 for the variable conversion features of the convertible note incurred during the period ended September 30, 2014. The discount will be amortized to interest expense over the term of the debenture using the effective interest method. As of December 31, 2014, the discount was fully amortized. During the same period, the holder converted $33,800 of principal and interest into 101,753,150 shares of common stock; due to conversion within the terms of the note, no gain or loss was recognized. As of December 31, 2014, the Company has a remaining principal and accrued interest balance of $0.

During the period ended June 30, 2014, the Company entered into Convertible Promissory Notes totalling $32,500 that carries an interest rate of 8%. 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 10). 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, 2014. The discount will be amortized to interest expense over the term of the debenture using the effective interest method. The Company recorded $8,772 of interest expense pursuant to the amortization of the note discount during the year ended December 31, 2014. As of December 31, 2014, the Company has a remaining principal balance of $32,500 and an unamortized discount of $23,728.

On November 10, 2014, the Company, entered into an $11,500 convertible promissory note that carries an 8% interest rate, matures on August 13, 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 10). The Company recorded a total discount of $11,500 for the variable conversion features of the convertible note incurred during the period ended December 31, 2014. The discount will be amortized to interest expense over the term of the debenture using the effective interest method. The discount will be amortized to interest expense over the term of the debenture using the effective interest method. The Company recorded $911of interest expense pursuant to the amortization of the note discount during the year ended December 31, 2014. As of December 31, 2014, the Company has a remaining principal balance of $11,500 and an unamortized discount of $10,589.

Total accrued interest related of the convertible note as of December 31, 2014 and 2013, is $1,542 and 1,992, respectively.

As of December 31, 2014 and 2013 the Company recorded a discount of $76,500 and $39,000, respectively and recognized $79,283 and $43,900 of amortization.

9.	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 revalued at each subsequent reporting date, using a lattice model. The Company recorded current derivative liabilities of $149,343 and $184,819 at December 31, 2014 and 2013, respectively. The change in fair value of the derivative liabilities resulted in a gain of $47,524 and $267,238 for the year ended December 31, 2014 and 2013, respectively, which has been reported as other income (expense) in the condensed statements of operations. The gain of $47,524 in 2014 consisted of a gain of $66,119 attributable to the mark to market adjustment of the convertible notes and a loss of ($18,595) attributable to excess value over of the convertible note discount. The gain of $267,238 in 2013 consisted of a gain of 300,975 attributable to the mark to market adjustment of the convertible notes and a loss of ($33,737) attributable to excess value over of the convertible note discount.

The following presents the derivative liability at December 31, 2014 and 2013, respectively:

	December 31,		December 31,
	2014		2013
Convertible Debentures	$	149,343	$	184,819
	$	149,343	$	184,819

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

		Derivative Liability Total
Balance, December 31, 2012		$	-
	Increase in derivative value due to issuances of convertible promissory note		114,737
	Increase in derivative value due to reclassification of stock payable		435,150
	Change in fair market value of derivative liabilities		(300,975
	Conversion of debt		(64,093	)
	Balance, December 31, 2013	$	184,819
	Increase in derivative value due to issuances of convertible promissory note		76,500
	Increase in derivative value due to excess of discount		18,595
	Increase in derivative value due to reclassification of stock payable		50,000
	Change in fair market value of derivative liabilities		(66,119	)
	Conversion of debt		(114,452	)
Balance, December 31, 2014		$	149,343

The existing derivative instrument was valued as of issuance; conversion; and the year end 12/31/14. The following assumptions were used for the valuation of the derivative liability related to the Note (to-date no Notes are in default):

		-	The underlying stock price between $.0004 to $.00430 was used as the fair value of the common stock;

		-	The note face amounts as of 9/30/14 is $32,500 and 12/31/14 are $44,000 with the same terms as at issuance and effectively convert at a discount of 43.53% at issuance; and 38.48% and 42.85%;

		-	The note face amounts as of 6/30/14 is $65,000 and 9/30/14 are $32,500 with the same terms as at issuance and effectively convert at a discount of 38.85% to 39.28% at conversion; and 38.74% and 43.20%;

		-	The Asher note face amounts as of issuance 2/3/14 is $32,500 and 3/31/14 are $63,000 with the same terms as at issuance and effectively convert at a discount of 41.69% at issuance; 39.87% to 41.33% at conversion; and 39.21% and 43.46%;

		-	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%;

		-	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 $0.00012 to 0.00178 (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.

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.

DISCONTINUED OPERATIONS

12.

SUBSEQUENT EVENTS

On January 12, 2015, Zentric, Inc. received the notice of conversion to convert $1,900 of principal from KBM Worldwide, Inc. into 17,272,727 common shares of the Company. Due to conversion within the terms of the note, no gain or loss was realized.

On January 14, 2015, Zentric, Inc. received the notice of conversion to convert $1,900 of principal from KBM Worldwide, Inc. into 17,272,727 common shares of the Company. Due to conversion within the terms of the note, no gain or loss was realized.

On January 20, 2015, Zentric, Inc. received the notice of conversion to convert $1,900 of principal from KBM Worldwide, Inc. into 17,272,727 common shares of the Company. Due to conversion within the terms of the note, no gain or loss was realized.

On January 23, 2015, Zentric, Inc. received the notice of conversion to convert $1,900 of principal from KBM Worldwide, Inc. into 17,272,727 common shares of the Company. Due to conversion within the terms of the note, no gain or loss was realized.

On February 2, 2015, Zentric, Inc. received the notice of conversion to convert $1,900 of principal from KBM Worldwide, Inc. into 17,272,727 common shares of the Company. Due to conversion within the terms of the note, no gain or loss was realized.

On February 5, 2015, Zentric, Inc. received the notice of conversion to convert $1,945 of principal from KBM Worldwide, Inc. into 21,611,111 common shares of the Company. Due to conversion within the terms of the note, no gain or loss was realized.

On February 10, 2015, Zentric, Inc. received the notice of conversion to convert $1,945 of principal from KBM Worldwide, Inc. into 21,611,111 common shares of the Company. Due to conversion within the terms of the note, no gain or loss was realized.

On February 18, 2015, Zentric, Inc. received the notice of conversion to convert $1,945 of principal from KBM Worldwide, Inc. into 21,611,111 common shares of the Company. Due to conversion within the terms of the note, no gain or loss was realized.

On February 27, 2015, Zentric, Inc. received the notice of conversion to convert $1,490 of principal from KBM Worldwide, Inc. into 24,833,333 common shares of the Company. Due to conversion within the terms of the note, no gain or loss was realized.

On March 4, 2015, Zentric, Inc. received the notice of conversion to convert $1,490 of principal from KBM Worldwide, Inc. into 24,833,333 common shares of the Company. Due to conversion within the terms of the note, no gain or loss was realized.

On March 13, 2015, Zentric, Inc. received the notice of conversion to convert $1,490 of principal from KBM Worldwide, Inc. into 24,833,333 common shares of the Company. Due to conversion within the terms of the note, no gain or loss was realized.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item 9A. Controls and Procedures.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange 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, as appropriate to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2014. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2014 using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of December 31, 2014, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

	1)	We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.

	2)	We did not maintain appropriate cash controls – As of December 31, 2014, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts.

	3)	We did not implement appropriate information technology controls – As at December 31, 2014, the Company retains copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of the data in the event of theft, misplacement, or loss due to unmitigated factors.

Management is evaluating plans on a cost benefit basis to remedy the above weaknesses and we continue the process to complete a thorough review of our internal controls as part of our preparation for compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002. Section 404 requires our management to report on, and our external auditors to attest to, the effectiveness of our internal control structure and procedures for financial reporting. As a non-accelerated filer under Rule 12b-2 of the Exchange Act, our first report under Section 404 as a smaller reporting company will be contained in our

Form 10-K for the year ended December 31, 2014.

This annual report does not include an attestation report of the company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of December 31, 2014, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.

Item 9B. Other Information

None.

PART II

OTHER INFORMATION

Item 10. Directors, Executive Officers, Promoters and Control Persons

Directors and Executive Officers

Set forth below are the names, ages and present principal occupations or employment, and material occupations, positions, offices or employments for the past five years of our current directors and executive officers.

Name	Age	Positions and Offices Held

William Tien	54	President/Director
Jeff Mak	57	President/CEO/CFO/Secretary/Director/Treasurer, Principal Executive Officer, Principal Financial Officer

BUSINESS EXPERIENCE

Set forth below is the name of our director and officer, all positions and offices held with us , the period during which he has served as such, and the business experience during at least the last five years:

JEFF MAK was appointed as our Chief Executive Officer, Chief Financial officer and a member of the Board of Directors as of July 23, 2008. Mr. Mak brings several years of experience in the design and technology industry. He was a founder and director of Logicsys Technologies, Inc a once publicly traded company on the TSX. He was also, president and founder of Eastgate Innovations, Inc. a product design and research and development company which owns several original patents and has licensed to several other companies. Mr. Mak was previously co-founder and director of Peceptek Inc. for 7 years since January 2002 to February 2008.

WILLIAM TIEN was appointed as our President and a member of the Board of Directors on July 18, 2011. He is an entrepreneur and business consultant serving in officer capacities for various private and public (Australian) entities. Since August 2004, he has been a director of C8R Asia Limited, a Hong Kong based investment firm, which specializing in advising new technology driven businesses on formation, business structures, and business operations. Mr. Tien is the Chairman, President and Principal Financial Officer of Alpha Lujo, Inc., a reporting company under the federal securities laws (OTCBB:ALEV).

Neither our sole executive officer nor any of our directors is a director in any other U.S. reporting companies. Our director/officer has not been affiliated with any company that has filed for bankruptcy within the last five years. The Company is not aware of any proceedings to which the Company’s officer/directors, or any associate of any such officer/directors, is a party adverse to the Company or any of the Company’s subsidiaries or has a material interest adverse to it.

Each director of the Company serves for a term of one year or until the successor is elected at the Company's annual shareholders' meeting and is qualified, subject to removal by the Company's shareholders. Each officer serves, at the pleasure of the board of directors, for a term of one year and until the successor is elected at the annual meeting of the board of directors and is qualified.

Audit Committee and Expert

We do not have an audit committee or an audit committee financial expert. Our corporate financial affairs are simple at this stage of development and each financial transaction can be viewed by any officer or director at will. The policy of having no committee will change if the constitution of one such becomes necessary as a result of growth of the company or as mandated by public policy.

Auditors; Code of Ethics; Financial Expert

We do not currently have a Code of Ethics applicable to our principal executive, financial and accounting officers. We do not have a “financial expert” on the board or an audit committee or nominating committee.

Potential Conflicts of Interest

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executives or directors.

Director Independence

We are not subject to listing requirements of any national securities exchange or national securities association and, as a result, we are not at this time required to have our board comprised of a majority of “independent directors.” We do not believe that any of our directors currently meet the definition of “independent” as promulgated by the rules and regulations of the American Stock Exchange.

Item 11. Executive Compensation

Summary Compensation

On July 1, 2011, the Company approved an employment agreement with Jeff Mak, Chief Executive Officer, Chief Financial officer and a member of the Board of Directors offering a salary of $9,800 per month for his services. Due to the lack on cash on hand, this salary has been accrued for the year ended December 31, 2013 and 2014.

On November 1, 2011, the Company approved an employment agreement with William Tien was appointed as our President and a member of the Board of Directors offering a salary of $10,000 per month for his services. During the year ending December 31, 2013, William Tien waived $30,000 of his salaries and the remaining salary has been accrued. The agreement offers options as follows: option to acquire 1,000,000 common shares at $0.03 from December 31, 2011; option to acquire 1,000,000 common shares at $0.10 from December 31, 2012; option to acquire 1,000,000 common shares at $0.25 from December 31, 2013; and option to acquire 1,000,000 common shares at $0.50 from December 31, 2014. All options have a vesting period of three years or ninety days from termination of employment. On September 30, 3014, William Tien and the Board of Directors agreed to discontinue his current salary due to his reduced involvement in the company until further notice.

As of December 31, 2014, we have paid a total of $43,400 and accrued $330,050 to our directors or officers in consideration for their services rendered to our Company in their capacity as such. We have no pension, health, annuity, bonus, insurance, profit sharing or similar benefit plans.

Outstanding Equity Awards

Our directors and officers do not have unexercised options, stock that has not vested, or equity incentive plan awards.

Compensation of Directors

Since our incorporation on July 21, 2008, we have issued 500,000 shares of common stock to Kwok Kwong Chan in consideration for his services rendered in his capacity as director, valued in the amount of $5,000.

Item 12. Security Ownership of Certain Beneficial Owners and Management

The following table lists, as of April 14, 2015, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

The percentages below are calculated based on 593,910,824 shares of our common stock and 6,000,000 shares of our preferred class A stock issued and outstanding as of April 14, 2015. We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock. Unless otherwise indicated, the address of each person listed is c/o Zentric, Inc., Unit C2, 802 Southdown Road, Mississauga, Ontario, L5J Canada.

Name of Beneficial Owner	Title Of Class	Amount and Nature of Beneficial Ownership		Percent of Class

Mr. Jeff Mak	Common		19,750,000		3.3	%
	Preferred A		6,000,000		100	%
William Tien	Common		6,666,667		1.1	%

Directors and Officers as a Group (2 person)	Common		26,416,667		4.4	%

Changes in Control

There are no arrangements which may result in a change in control of the Company.

Item 13. Certain Relationships and Related Transactions

Other than the transactions discussed below, we have not entered into any transaction nor are there any proposed transactions in which our Director, executive officer, stockholder or any member of the immediate family of the foregoing had or is to have a direct or indirect material interest.

Our officers and directors have advanced funds for professional fees and general expenses in the amount of $2,990 and $92,675 as of December 31, 2014 and 2013, respectively.

Item 14. Principal Accounting Fees and Services.

Audit Fees

The aggregate fees billed for professional services rendered by the Company’s principal accountant for the audit of the Company’s annual financial statements for the fiscal years ended December 31, 2014 and 2013 were $7,500 and $8,500 respectively.

Audit-Related Fees

The Company incurred no fees during the last two fiscal years for assurance and related services by the Company’s principal accountant that were reasonably related to the performance of the audit or review of the registrant’s financial statements and are not reported under Item 9(e)(1) of Schedule A.

Tax Fees

The Company incurred no fees during the last two fiscal years for professional services rendered by the Company’s principal accountant for tax compliance, tax advice and tax planning.

All Other Fees

The Company incurred fees during the last two fiscal years ended December 31, 2014 and 2013 were $7,500 and $8,500 for services rendered by the Company’s principal accountants relating to the review of quarterly financial statements for inclusion in the Company's quarterly reports on Form 10Q.

PART IV

Item 15. Exhibits, Financial Statement Schedules

a)	Exhibits

(3.1)	(i) Articles of Incorporation (1)

(3.2)	(ii) Bylaws (1)

(31.1)	Rule 13a-14(a)/15d-14(a) Certifications
	(i) Certification of Jeff Mak

(32.1)	Certification Pursuant To The Sarbanes-Oxley Act 18 U.S.C. Section 1350 As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002
	(i) Certification of Jeff Mak

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

(1)	Incorporated by reference to previous filing

(2)	These items have been previously filed

b)	Reports on Form 8-K

None

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this annual report on Form 10-K to be signed on its behalf by the undersigned thereunto duly authorized.

	ZENTRIC, INC.

Date: April 14, 2015	By:	/s/ Jeff Mak
	Name:	Jeff Mak
	Title:	Chief Executive Officer, Chief Financial Officer
		(Principal Executive Financial and Accounting Officer)

Attached files

Zentric, Inc. Reports

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