U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended September 30, 2015

For the transition period from _______ to _______

Commission File No. 333-140236

ZENTRIC, INC.

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

Unit C2, 802 Southdown Road,

Mississauga, Ontario, Canada, L5J 2Y4

(Address of Principal Executive Offices)

(416) 245-8000

(Issuer's telephone number)

________________________________________________

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

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

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

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

State the number of shares outstanding of each of the issuer's classes of common equity, as of November 16, 2015: 685,660,823 shares of common stock.

Transitional Small Business Disclosure Format Yes o No x

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

TABLE OF CONTENTS

ZENTRIC, INC.

BALANCE SHEETS

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

ZENTRIC, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

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

ZENTRIC, INC.

STATEMENTS OF CASH FLOWS

(Unaudited) 

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

ZENTRIC, INC.

NOTES TO THE FINANCIAL STATEMENTS

September 30, 2015 (unaudited)

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.

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.

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

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

The consolidated financial statements of the Company have been prepared in accordance with accounting principlesgenerally accepted in the United States ("US GAAP") and are expressed in U.S. dollars. The financial statements includethe 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.

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.

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 September 30, 2015 and December 31, 2014, the Company had no cash equivalents.

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.

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 September 30, 2015 and December 31, 2014.

ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As of September 30, 2015 and December 31, 2014, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

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.

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.

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 September 30, 2015, on a recurring basis:

The following table presents assets and liabilities that are measured and recognized at fair value as of December 31, 2014, on a recurring basis:

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.

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."

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:

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.

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. In December 31, 2012, the Company recognized an impairment loss of $88,383 related to deposit on solar panel due to uncertainty of future revenue.

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 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.

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

The fair values of the Company's derivative liabilities were estimated at the issuance date and are revalue at each subsequent reporting date, using a lattice model. The Company recorded current derivative liabilities of $82,919 and $149,343 at September 30, 2015 and December 31, 2014, respectively. The change in fair value of the derivative liabilities resulted in a gain of ($26,724) and a gain of ($14,438) for the nine months ended September 30, 2015 and 2014, respectively, which has been reported as other expense (income) in the condensed statements of operations.

The following presents the derivative liability value by instrument type at September 30, 2015 and December 31, 2014, respectively:

The following is a summary of changes in the fair market value of the derivative liability during the nine months ended September 30, 2015 and the year ended December 31, 2014:

The existing derivative instrument was valued as of issuance; conversion; and the quarter end 9/30/15. The following assumptions were used for the valuation of the derivative liability related to the Note (to-date no Notes are in default):

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 June 30, 2015, the shares have not been issued and are recorded a part of derivative liability.

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

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

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

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

On April 9, 2014, Zentric, Inc. entered into a subscription agreement to issue 31,250,000 common shares for $50,000 cash investment into the Company. As of June 30, 2015, the shares have 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.

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.

On March 19, 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.

March 13, 2015, the Company authorized 2,000,000 shares of Series A Preferred Stock to be granted to Jeff Mak in exchange for $60,000 in accrued salaries. 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 $32,100. As this was a related party transaction the remaining accrued salaries of $27,900 was credited to additional paid-in capital.

On April 14, 2015, Zentric, Inc. received the notice of conversion to convert $1,775 of principal from KBM Worldwide, Inc. into 29,583,333 common shares of the Company. Due to conversion within the terms of the note, no gain or loss was realized.

On May 22, 2015, Zentric, Inc. received the notice of conversion to convert $1,865 of principal from KBM Worldwide, Inc. into 31,083,333 common shares of the Company. Due to conversion within the terms of the note, no gain or loss was realized.

On May 27, 2015, Zentric, Inc. received the notice of conversion to convert $1,865 of principal from KBM Worldwide, Inc. into 31,083,333 common shares of the Company. Due to conversion within the terms of the note, no gain or loss was realized.

During the period ended September 30, 2015, the Company recorded a total of $31,988 as a reduction in derivative liability due to conversion of $21,295 of principal.

During the period ended September 30, 2015, the Company received $17,212 in advances for Company related expense that are non-interest bearing with no stated maturity. During the period ended September 30, 2015, the Company repaid back $0 in cash. As of September 30, 2015 and December 31, 2014, related party advances are $366,875 and $349,663, respectively. The Company recorded imputed interest of $40,142 and $43,489 as of September 30, 2015 and 2014.

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. 

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

On April 2010, the Company entered into a Promissory Note that carries an interest rate of 15% interest rate with a related party. Note payable balance as of December 31, 2014 and 2013 is $7,018. Interest accrual for all loans outstanding as of September 30, 2015 and December 31, 2014 are $5,649 and $4,752, respectively.

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.

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 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.

March 13, 2015, the Company authorized 2,000,000 shares of Series A Preferred Stock to be granted to Jeff Mak in exchange for $60,000 in accrued salaries. 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 $32,100. As this was a related party transaction the remaining accrued salaries of $27,900 was credited to additional paid-in capital.

During the period ended September 30, 2015, the Company received $17,212 in advances for Company related expense that are non-interest bearing with no stated maturity. During the period ended September 30, 2015, the Company repaid back $0 in cash. As of September 30, 2015 and December 31, 2014, related party advances are $366,875 and $349,663, respectively. The Company recorded imputed interest of $40,132 and $43,489 as of September 30, 2015 and 2014.

7.  NOTES PAYABLE – Related party

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 September 30, 2015 and December 31, 2014 is $7,018. Interest accrual for all loans outstanding as of September 30, 2015 and December 31, 2014 are $5,649 and $4,752, respectively.

8. CONVERTIBLE DEBENTURE

On August 19, 2013, the Company, entered into a $32,500 convertible promissory note that carries an 8% interest rate, matures on May 15, 2014. The principal is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty five percent (55%) of the average of the three (3) lowest trading bid prices of the Company's common stock for the forty five (45) trading days prior to the conversion date. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company's issued and outstanding shares. The company can prepay the note at 150% of the loan plus interest within 180 days. Due to indeterminable number of shares to be issued at conversion, the Company recorded a derivative liability. 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 totaling $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 and $23,728 of interest expense pursuant to the amortization of the note discount during the period ended December 31, 2014 and September 30, 2015, respectively. During the nine month period ended September 30, 2015, the holder converted $21,295 of principal into 250,530,300 shares of the Company common stock. Due to conversions within the term of the note, no gain or loss was recognized. As of ended September 30, 2015, the Company has a remaining principal balance of $5,700 and accrued interest of $2,760 now in default.

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 $911 and $10,589 of interest expense pursuant to the amortization of the note discount during the period ended December 31, 2014 and September 30, 2015, respectively. As of September 30, 2015, the Company has a remaining principal balance of $11,500 and an unamortized discount of $690 now in default.

Total accrued interest related of the convertible note as of December 31, 2014 and September 30, 2015, is $1,542 and $3,450, respectively.

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

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.

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

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

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

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

Business Division

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

Employees

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

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

RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015 AND SEPTEMBER 30, 2014.

The Company did not generate any revenues for the three and nine months ended September 30, 2015 and September 30, 2014.

General and administrative expenses for the three months ended September 30, 2015 and September 30, 2014 was $13,690 and $12,393 respectively. General and administrative expenses for the nine months ended September 30, 2015 and September 30, 2014 was $45,981 and $54,548 respectively. The decrease was due to less activity in the North Carolina business opportunities.

Consulting and contracting expenses for the three months ended September 30, 2015 and September 30, 2014 was $30,900 and $34,192 respectively. Consulting and contracting expenses for the nine months ended September 30, 2015 and September 30, 2014 was $92,150 and $166,518 respectively. The decrease was due to less activity in the North Carolina business opportunities.

Interest expense for the three months ended September 30, 2015 and September 30, 2014 was $20,383 and $47,459 respectively. Interest expense for the nine months ended September 30, 2015 and September 30, 2014 was $77,254 and $119,910 respectively. The decrease is due to the company taking in the less notes and the conversion of existing notes.

Change in fair value of derivative for the three months ended September 30, 2015 and September 30, 2014 was ($2,136) and $32,483 respectively. Change in fair value of derivative for the nine months ended September 30, 2015 and September 30, 2014 was $26,724 and $14,438 respectively. The change was due to conversion of outstanding notes and mark to market of derivative liabilities.

Net loss for the three months ended September 30, 2015 and September 30, 2014 was $67,109 and $61,561 respectively. Net loss for the nine months ended September 30, 2015 and September 30, 2014 was $188,661 and $326,538 respectively. The decrease in loss was primarily due to the decrease in consulting fees.

Loss per share was ($0.00) for the three months ended September 30, 2015 and September 30, 2014. Loss per share was ($0.00) for the nine months ended September 30, 2015 and September 30, 2014.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2015, we had a working capital deficiency of $1,014,705, which represented a working capital decrease of $22,029 as compared to the working capital deficiency position of $992,676 as of December 31, 2014. The decrease is mainly due to the increase of our change in fair value of derivative and additional note borrowings.

Cash flows used in operating activities for the nine month period ended September 30, 2015 and 2014 was ($18,366) and ($57,922) respectively.

Cash flows used in financing activities for nine month period ended September 30, 2015 and 2014 was $17,212 and $57,131, respectively, which was due to the reduction of loans and common stock sold for cash.

GOING CONCERN

Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on our audited financial statements for the period ended December 31, 2014, our independent registered public accountants included an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our most critical accounting policies, which are those that require significant judgment, include: income taxes and revenue recognition. In-depth descriptions of these can be found in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014. There have been no material changes in our existing accounting policies from the disclosures included in our 2014 Annual Report on Form 10-K.

OFF-BALANCE SHEET ARRANGEMENTS

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

Item 3. Quantitative and Qualitative Disclosures about Market Risks

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

Item 4T. Controls and Procedures

Management's evaluation of disclosure controls and procedures

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

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

As of the end of the period covered by this report, the Company conducted an evaluation, under the supervision and with the participation of its principal executive officer and principal financial officer, of the Company's disclosure controls and procedures. Based on their evaluation, the principal executive officer and principal financial officer concluded that the Company's disclosure controls and procedures need improvement and were not adequately effective as of September 30, 2015 to cause the information required to be disclosed in reports that the Company files or submits under the Exchange Act to be recorded, processed, summarized and reported within the time periods prescribed by the SEC, and that such information is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate, to ensure timely decisions regarding required disclosure. Management is in the process of identifying deficiencies with respect to the Company's disclosure controls and procedures and implementing corrective measures.

Changes in Internal Controls

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

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 2. Changes in Securities.

None.

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

None.

Item 6. Exhibits and Reports on Form 8-K

(A) Exhibits

(B) Reports on Form 8-K

SIGNATURES

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

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