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, ~~2012~~2014

o ¨ 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)

(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.)

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

Unit C2, 802 Southdown Road,

Mississauga, Ontario, Canada, L5J 2Y4

(Address of Principal Executive Offices)

(416) 245-8000

(Issuer’s telephone number)

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 o ¨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 o ¨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 ¨ ~~x Yes o~~ 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. o¨

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 o¨ Accelerated filer o¨ Non-accelerated filer o¨ 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). o ¨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 $~~424~~104,~~295~~214.

As of April 1514, ~~2013~~2015 ~~111~~593,~~275~~910,~~827~~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	1314
Item 8	Financial Statements and Supplementary Data	1415
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	3033
Item 9A (T)	Control and Procedures	3033
Item 9B.	Other Information	3134
PART III
Item 10.	Directors, Executive Officers, and Corporate Governance	3235
Item 11	Executive Compensation	3336
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3436
Item 13.	Certain Relationships and Related Transactions and Director Independence	3537
Item 14.	Principal Accountant Fees And Services	3537
Item 15	Exhibits, Financial Statement Schedules	3638
SIGNATURES		3739

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 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

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 ~~employees~~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,~~664~~ 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.

OnWe ~~September~~do 15not intend to renovate, ~~2012~~improve, weor ~~commenced~~develop aproperties. ~~lease~~We atare ~~220~~not ~~Continuum~~subject ~~Drive,~~to ~~Fletcher,~~competitive ~~NC,~~conditions ~~28734,~~ for ~~which~~property weand ~~pay~~currently ~~$10,200~~have ~~per~~no ~~month~~property insure. ~~The~~We ~~term~~have ofno ~~the~~policy ~~lease~~with isrespect ~~for~~to 6investments in real estate or interests in real estate and ~~one~~no ~~half~~policy ~~months~~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.

We do not intend to renovate, improve, or develop properties. We are not subject to competitive conditions for property and currently have no property in 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 ~~Dislcosure~~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 1514, ~~2013~~2015 there were ~~111~~593,~~275~~910,~~827~~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 1514, ~~2013~~2015 there were 5356 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~~6

~~These~~Basis ~~consolidated~~of 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. Presentation

6These 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 ~~generally~~evaluates ~~does~~its ~~not~~convertible ~~use~~instruments, ~~derivative~~options, ~~financial~~warrants ~~instruments~~or other contracts to ~~hedge~~determine ~~exposures~~if those contracts or embedded components of those contracts qualify as derivatives to ~~cash~~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-~~flow~~to-market ~~risks~~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 ~~market-risks~~exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that ~~may~~fair ~~affect~~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 ~~values~~value of ~~its~~the instrument on the reclassification date. We analyzed the derivative financial instruments (the Convertible Note), in accordance with ASC 815. The ~~Company~~objective ~~utilizes~~is ~~various~~to ~~types~~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 ~~financing~~a non-derivative instrument that falls within the scope of ASC 815-40-05 “Accounting for Derivative Financial Instruments Indexed to, ~~fund~~and ~~our~~Potentially ~~business~~Settled ~~needs~~in, ~~including~~a ~~preferred~~Company’s Own Stock” also hinges on whether the instrument is indexed to an entity’s own stock. ~~with~~A ~~warrants~~non-derivative ~~attached~~instrument that is not indexed to an entity’s own stock cannot be classified as equity and ~~other~~must ~~instruments~~be ~~not~~accounted for as a liability. There is a two-step approach in determining whether an instrument or embedded feature is indexed to ~~our~~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 isutilized ~~required~~multinomial tolattice ~~record~~models ~~its~~that value the derivative ~~instruments~~liability atwithin ~~their~~the ~~fair~~notes ~~value~~based on a probability weighted discounted cash flow model. ~~Changes~~The inCompany utilized the fair value ofstandard ~~derivatives~~set ~~are~~forth ~~recognized~~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 ~~earnings~~a current transaction between willing parties, that is, other than in ~~accordance~~a ~~with~~forced ~~ASC~~or ~~815~~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 ~~Significant~~determined ~~changes~~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 ~~the~~these assets. orThe impairment loss is measured as the ~~strategy~~amount by which the carrying amount of ~~our~~the ~~overall~~assets ~~business~~exceeds the fair market value of the assets.

·Impairment ~~Significant~~of ~~industry~~Long-Lived ~~or economic trends~~Assets

AsIn ~~determined in~~ accordance with ~~the~~ ASC 360, ifProperty 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 ofmay ~~goodwill~~not ofbe arecoverable. ~~reporting~~Circumstances ~~unit~~which ~~exceeds~~could ~~its~~trigger ~~fair~~a ~~value~~review include, but are not limited to: significant decreases in the ~~impairment~~market ~~loss~~price isof ~~measured~~the asasset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount byoriginally ~~which~~expected for the ~~carrying~~acquisition ~~amount~~or ~~exceeds~~construction of the ~~fair~~asset; ~~market~~current ~~value~~period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the ~~assets~~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. InRecoverability ~~accordance~~is ~~with~~assessed based on the ~~ASC,~~carrying inamount ~~determining~~of ifthe ~~impairment~~asset ~~exists,~~and weits ~~estimate~~fair value which is generally determined based on the sum of the undiscounted cash flows expected to beresult ~~generated~~ from the use and ~~ultimate~~the ~~disposition~~eventual disposal of ~~these~~the ~~assets~~asset, as well as specific appraisal in certain instances. ~~The~~An impairment loss is ~~measured~~recognized aswhen the carrying amount is not recoverable and exceeds fair value. Long-lived assets held and used by ~~which~~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 ~~assets~~cost ~~exceeds~~of capital. Impairments are recognized in operating results to the ~~fair~~extent ~~market~~that carrying value exceeds discounted cash flows of ~~the~~future ~~assets~~operations.

~~Impairment~~Recent ofAccounting ~~Long-Lived Assets~~Pronouncements

In ~~accordance~~February ~~with ASC 360~~2013, ~~Property Plant and Equipment,~~ the ~~Company~~Financial ~~tests~~Accounting ~~long-lived~~Standards ~~assets~~Board orissued ~~asset~~an ~~groups~~accounting ~~for~~standards ~~recoverability~~update ~~when~~which ~~events~~adds ornew ~~changes~~disclosure inrequirements ~~circumstances~~for ~~indicate~~items ~~that~~reclassified ~~their~~out ~~carrying~~of ~~amount~~accumulated ~~may~~other ~~not~~comprehensive ~~be recoverable~~income. ~~Circumstances~~The ~~which~~update ~~could~~requires ~~trigger~~entities ~~a review include, but are not limited~~ to: ~~significant~~disclose ~~decreases~~additional ininformation ~~the~~about ~~market~~reclassification ~~price~~adjustments, ofincluding ~~the asset; significant adverse~~ changes in ~~the~~accumulated ~~business~~other ~~climate~~comprehensive orincome ~~legal~~balances ~~factors;~~by ~~accumulation~~component 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~~significant ~~expectation~~items ~~that~~reclassified ~~the~~out ~~asset will more likely than not be sold or disposed significantly before the end~~ of ~~its~~accumulated ~~estimated~~other ~~useful~~comprehensive ~~life~~income. ~~Recoverability~~The isupdate ~~assessed~~was ~~based~~effective onfor the ~~carrying~~Company ~~amount~~in of the ~~asset~~first ~~and~~quarter ~~its fair value which is generally determined based on the sum~~ of ~~the~~2013. ~~undiscounted~~The ~~cash~~update ~~flows~~primarily ~~expected~~impacted toour ~~result~~disclosures ~~from the use~~ and ~~the~~did ~~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~~have ~~and~~a ~~exceeds~~material ~~fair~~impact ~~value.~~on ~~Long-lived~~our ~~assets~~financial ~~held and used by Zentric~~position, ~~Inc.~~results ~~are reviewed for possible impairment whenever events or circumstances indicate the carrying amount~~ of anoperations ~~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. Zentric, Inc. recognize impairment losses of $88,383 for deposit on solar panels as of December 31, 2012.

~~Recent~~In ~~Accounting~~July ~~Pronouncements~~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 ~~October~~June ~~2012~~2014, the ~~Financial~~FASB ~~Accounting~~issued ~~Standards~~an ~~Board~~accounting ~~(FASB)~~standard ~~issued~~which ~~Accounting~~provides ~~Standards~~new ~~Update~~guidance ~~(ASU)~~that ~~2012~~requires share-~~04,~~based ~~"Technical~~compensation ~~Corrections~~to ~~and~~meet ~~Improvements"~~a specific performance target to be achieved in ~~Accounting~~order ~~Standards~~for ~~Update~~employees Noto 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. ~~2012~~As such, the performance target should not be reflected in estimating the grant-04date fair value of the award. ~~The~~Compensation ~~amendments~~costs should be recognized in ~~this~~the ~~update~~period ~~cover~~in awhich ~~wide~~it ~~range~~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 ~~Topics~~being inachieved before the ~~Accounting~~end ~~Standards~~of ~~Codification~~the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. ~~These~~The ~~amendments~~total ~~include~~amount ~~technical~~of ~~corrections~~compensation cost recognized during and ~~improvements~~after tothe requisite service period should reflect the ~~Accounting~~number ~~Standards~~of ~~Codification~~awards that are expected to vest and ~~conforming~~should ~~amendments~~be ~~related~~adjusted to ~~fair~~reflect ~~value~~those ~~measurements~~awards that ultimately vest. The ~~amendments~~requisite inservice ~~this~~period ~~update~~ends ~~will~~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, ~~2012~~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 ~~2012~~2014-0412 is not expected to have a material impact on our financial position or results of operations.

In ~~August~~June ~~2012~~2014, the FASB issued ~~ASU~~guidance ~~2012-03~~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, ~~"Technical~~thereby ~~Amendments~~improving financial reporting by eliminating the cost and ~~Corrections~~complexity toassociated ~~SEC~~with ~~Sections:~~providing ~~Amendments~~that toinformation. ~~SEC~~The ~~Paragraphs~~amendments ~~Pursuant~~in this Update also eliminate an exception provided to ~~SEC~~development ~~Staff~~stage ~~Accounting~~entities ~~Bulletin~~in ~~(SAB)~~Topic ~~No.~~810, ~~114~~Consolidation, ~~Technical~~for ~~Amendments~~determining ~~Pursuant~~whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to ~~SEC~~eliminate ~~Release~~that Noexception simplify U.S. ~~33-9250,~~GAAP by reducing avoidable complexity in existing accounting literature and ~~Corrections~~improve ~~Related~~the relevance of information provided to ~~FASB~~financial ~~Accounting~~statement ~~Standards~~users ~~Update~~by ~~2010-22~~requiring ~~(SEC~~the ~~Update)"~~application ~~in Accounting~~of ~~Standards~~the ~~Update~~same Noconsolidation guidance by all reporting entities. ~~2012-03~~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. ~~This~~The ~~update~~amendments ~~amends~~related ~~various~~to ~~SEC~~the ~~paragraphs~~elimination ~~pursuant~~of inception-to-date information and the ~~issuance~~other remaining disclosure requirements of ~~SAB~~Topic No915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. ~~114~~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 ~~2012~~2014-0310 is not expected to have a material impact on our financial position or results of operations.

In ~~July~~June ~~2012~~2014, the ~~FASB~~Financial ~~issued~~Accounting ~~ASU~~Standards ~~2012-02,~~Board ~~"Intangibles~~issued ~~- Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment" in~~ Accounting Standards Update ~~No. 2012~~2014-~~02.~~10, ~~This~~“Development ~~update~~Stage ~~amends~~Entities”. ~~ASU~~The ~~2011-08,~~amendments ~~Intangibles~~in -this ~~Goodwill~~update ~~and~~remove ~~Other~~the ~~(Topic~~definition ~~350):~~of ~~Testing~~a ~~Indefinite-Lived~~development ~~Intangible~~stage ~~Assets~~entity ~~for~~from ~~Impairment~~the ~~and~~Master ~~permits~~Glossary anof ~~entity~~the ~~first~~ASC tothereby ~~assess~~removing ~~qualitative~~the ~~factors~~financial toreporting ~~determine~~distinction ~~whether~~between itdevelopment isstage ~~more~~entities ~~likely~~and ~~than~~other ~~not~~reporting ~~that~~entities anfrom ~~indefinite-lived~~U.S. ~~intangible~~GAAP. ~~asset~~In isaddition, ~~impaired~~the asamendments aeliminate ~~basis~~the requirements for ~~determining~~development ~~whether~~stage itentities ~~is necessary~~ to ~~perform~~(1) ~~the~~present ~~quantitative~~inception-to-date ~~impairment~~information ~~test~~ in ~~accordance~~the ~~with~~statements ~~Subtopic~~of ~~350-30~~income, ~~Intangibles~~cash -flows, ~~Goodwill~~ and ~~Other~~shareholder -equity, ~~General~~(2) ~~Intangibles~~label ~~Other~~the ~~than~~financial ~~Goodwill.~~statements ~~The~~as ~~amendments~~those ~~are~~of ~~effective~~a ~~for~~development ~~annual~~stage ~~and~~entity, ~~interim~~(3) ~~impairment~~disclose ~~tests~~a ~~performed~~description ~~for~~of ~~fiscal~~the ~~years~~development ~~beginning~~stage ~~after~~activities ~~September~~in ~~15,~~which ~~2012.~~the ~~Early~~entity ~~adoption~~ is ~~permitted~~engaged, ~~including for annual~~ and ~~interim~~(4) ~~impairment~~disclose ~~tests~~in ~~performed~~the asfirst ofyear ain ~~date~~which ~~before~~the ~~July~~entity ~~27,~~is ~~2012,~~no iflonger a ~~public~~development stage entity's ~~financial~~that ~~statements~~in ~~for~~prior ~~the~~years ~~most~~it ~~recent~~had ~~annual or interim period have not yet~~ been ~~issued~~in ~~or,~~the ~~for~~development ~~nonpublic~~stage. ~~entities,~~The ~~have~~amendments ~~not~~in ~~yet~~this ~~been~~update ~~made~~are ~~available~~applied ~~for issuance~~retrospectively. The early adoption of ASU ~~2012~~2014-0210 is ~~not~~permitted ~~expected~~which toremoved ~~have~~the adevelopment ~~material~~stage ~~impact~~entity ~~on our~~ financial ~~position~~reporting orrequirements ~~results~~from ofthe ~~operations~~Company.

In ~~December~~August ~~2011~~2014, the ~~Financial~~FASB ~~Accounting~~issued ~~Standards~~an ~~Board~~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 (~~"FASB"~~1) ~~issued~~provide ~~ASU~~a ~~2011-12~~definition of the term substantial doubt, ~~Comprehensive~~(2) ~~Income.~~require ~~ASU~~an ~~2011-12~~evaluation ~~deferred~~every ~~the~~reporting ~~new~~period ~~presentation~~including ~~requirements~~interim ~~outlined~~periods, by(3) ~~ASU~~provide ~~2011-05~~principles ~~regarding~~for ~~reclassification~~considering the mitigating effect of ~~items~~management’s ~~out~~plans, (4) require certain disclosures when substantial doubt is alleviated as a result of ~~accumulated~~consideration of management’s plans, (5) require an express statement and other ~~comprehensive~~disclosures ~~income~~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). ~~This~~The standard in this Update is effective for ~~all~~the annual period ~~beginning~~ending after December 15, ~~2011~~2016, and for annual periods and interim periods thereafter. ~~This~~Early ~~standard~~application is permitted. The adoption of ASU 2014-15 is not expected to have a material impact on ~~the~~our ~~Company's~~ financial ~~statements~~position or results of operations.

In December 2011, the FASB issued ASU 2011-11, Balance Sheet: Disclosures about Offsetting Assets and Liabilities. SU 2011-11 requires entities to disclose both the gross and net information about both instruments and transactions subject to an agreement similar to a master netting arrangement and includes derivatives, sale and repurchase agreements, and securities borrowing and securities lending arrangements. This standard is effective for all fiscal periods beginning on or after January 1, 2013. This standard is not expected to have a material impact on the Company's financial statements. 9

In ~~June~~November ~~2011~~2014, the FASB issued ~~ASU~~new ~~2011-05,~~guidance ~~Comprehensive~~for ~~Income:~~determining ~~Presentation~~when separation of ~~Comprehensive~~certain ~~Income~~embedded derivative features in a hybrid financial instrument is required. ~~ASU~~That ~~2011-~~is, 05an ~~eliminates~~entity ~~the~~will ~~option~~continue to ~~present~~evaluate ~~components~~whether the economic characteristics and risks of ~~other~~the ~~comprehensive~~embedded ~~income~~derivative asfeature ~~part~~are clearly and closely related to those of the ~~statement~~host ofcontract, ~~changes~~among other relevant criteria. The amendments clarify how current GAAP should be interpreted in ~~stockholders'~~evaluating ~~equity~~the economic characteristics and ~~items~~risks ~~reclassified~~of toa host contract in a hybrid financial instrument that is issued in the ~~statement~~form of ~~operations~~a ~~are~~share. ~~required~~The toeffects beof ~~presented~~initially ~~separately~~adopting the amendments in this Update should be applied on a modified retrospective basis to existing hybrid financial instruments issued in the ~~face~~form of a share as of the ~~financial~~beginning ~~statements.~~of ~~This~~the ~~standard~~fiscal isyear for which the amendments are effective. ~~for~~Retrospective ~~fiscal~~application ~~years~~is ~~beginning~~permitted ~~after~~to ~~December~~all ~~15,~~relevant ~~2011~~prior periods. ~~This~~The ~~standard~~adoption of ASU 2014-16 is not expected to have a material impact on ~~the~~our ~~Company's~~ financial ~~statements~~position or results of operations.

In ~~May~~November ~~2011~~2014, the FASB issued ~~ASU~~guidance ~~2011-04,~~to ~~Fair~~provide ~~Value~~an ~~Measurement:~~acquired ~~Amendments~~entity towith ~~Achieve~~an ~~Common~~option ~~Fair~~to ~~Value~~apply ~~Measure~~pushdown ~~and~~accounting ~~Disclosure Requirements~~ in USits ~~GAAP~~separate ~~and~~financial ~~IFRS.~~statements ~~ASU~~upon ~~2011-04~~occurrence ~~amended the definition~~ of ~~fair~~an ~~value~~event ~~measurement~~in towhich bean ~~more~~acquirer ~~closely~~obtains ~~aligned~~control ~~with IFRS including: (1) for Level 3 fair value measurements, quantitative information about unobservable inputs used, a description~~ of the ~~valuation~~acquired ~~processes~~entity. ~~used~~After by the ~~entity~~effective date, ~~and~~an aacquired ~~qualitative~~entity ~~discussion~~can ~~about~~make ~~the~~an ~~sensitivity~~election ofto apply the ~~measurements~~guidance to ~~changes~~future change-in-control ~~the~~events ~~unobservable~~or ~~inputs;~~to ~~(2)~~its ~~for~~most anrecent ~~entity's~~change-in-control ~~use~~event. ofHowever, aif ~~nonfinancial asset that is different from~~ the ~~asset's~~financial ~~highest~~statements ~~and best use, the reason~~ for the ~~difference;~~period ~~(3)~~in ~~for~~which ~~financial~~the ~~instruments~~most ~~not~~recent ~~measured~~change-in-control atevent ~~fair~~occurred ~~value~~already ~~but~~have ~~for~~been ~~which~~issued ~~disclosure~~or ofmade ~~fair~~available ~~value~~to isbe ~~required~~issued, the ~~fair~~application ~~value hierarchy level in which the fair value measurements were determined; and (4) the disclosure~~ of ~~all~~this ~~transfers~~guidance ~~between~~would ~~Level~~be 1a ~~and~~change ~~Level~~in 2accounting ofprinciple. ~~the~~The ~~fair~~amendments ~~value~~in ~~hierarchy.~~this ~~This~~Update ~~standard~~are is effective ~~for~~on ~~all~~November ~~fiscal~~18, ~~periods~~2014. ~~beginning~~The ~~after~~adoption ~~December~~of ~~15,~~ASU ~~2011.~~2014-17 ~~This standard~~ is not expected to have a material impact on ~~the~~our ~~Company's~~ financial ~~statements~~position or results of operations.

9Overview

~~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.

~~Zentric,~~The ~~Inc.~~address ~~(the~~of ~~"Company"),~~our ~~was~~principal ~~incorporated~~executive onoffice ~~July~~is ~~21,~~Unit ~~2008~~C2, ~~under~~802 ~~the~~Southdown ~~laws of the State of Nevada as Constant Environment~~Road, ~~Inc. and changed it’s name to Zentric~~Mississauga, ~~Inc. on December 16~~Ontario, ~~2009~~L5J 2Y4. ~~The~~Our ~~company~~phone isnumber anat ~~advanced battery technology company based on a new and revolutionary technology~~ that ~~incorporates~~location ~~high~~is ~~voltages~~416-245-8000. ~~dual~~Our ~~electrolytes~~website tois ~~produce higher voltages and power~~www.zbatt.com.

~~The~~License ~~address~~Agreement ofwith ~~our~~Versitech ~~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.~~Limited

~~License~~Effective ~~Agreement~~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.

~~Effective~~The ~~December~~invention ~~14,~~is ~~2009,~~directed weto ~~entered~~electrochemical ~~into~~device ansuch ~~exclusive~~as ~~license~~batteries ~~agreement~~and ~~with~~fuel ~~Versitech~~cells ~~Limited~~having totwo ~~design,~~electrolytes ~~manufacture~~between ~~and~~the ~~market~~anode and the ~~battery~~cathode. ~~technology~~The ~~under~~devices ~~United~~of ~~State~~this ~~Patent~~invention ~~Grant~~can ~~No.~~have ~~7,344,801. Terms~~50% ofhigher ~~the~~operating ~~license~~voltage ~~are~~and ~~royalties~~power ofcompared 3%to ondevices ~~net~~with ~~sales~~a onsingle ~~the~~electrolyte. ~~licensed~~The ~~products~~electrochemical bydevice ~~the~~according ~~licensee~~to ~~and~~the ~~affiliates~~present ofinvention ~~licensed~~is ~~products~~preferably ~~and~~arranged ~~25%~~with ofan ~~all~~alkaline ~~sublicense~~electrolyte ~~income~~in ~~received~~contact bywith the ~~licensee~~anode orand ~~any~~an ofacidic ~~its~~electrolyte ~~affiliates~~in contact with the cathode. AsThe ofelectrolytes ~~December~~are ~~31,~~separated ~~2012,~~by ~~the~~a ~~terms~~bipolar ofmembrane ~~the~~that ~~agreement~~preferably ~~remain~~also provides ionic conductivity between the ~~same~~two electrolytes and noalso ~~revenue~~generates ~~has~~a ~~been~~supply ~~generated~~of ~~from~~protons ~~the~~and ~~license~~hydroxide ~~agreement~~anions.

~~The~~Business 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.division

~~Business~~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 ~~business~~division ofwill ~~“Constant~~earn ~~Environment”~~revenue ~~remains~~for asservices aincluding; ~~division~~(i) the sale of ~~Zentric.~~microclimate ~~The~~solutions ~~division~~(ii) isthe ainstallation ~~product~~of ~~and~~microclimate systems (iii) consulting services, ~~company~~including ~~that~~assessments ~~provides~~and project management. The division will offer services in the microclimate ~~systems~~industry; todesign, ~~specialty~~manage, ~~markets~~install, ~~who~~repair, ~~have~~service aand ~~need~~provide tomaintenance ~~protect~~for ~~and~~our ~~preserve~~customers ~~rare~~with ~~and/or~~the ~~valuable~~same ~~items~~processes, personnel and management.

~~The~~In ~~division~~addition ~~will~~to ~~earn~~the ~~revenue for~~ services ~~including; (i)~~ the ~~sale~~division ofwill ~~microclimate~~provide, ~~solutions~~the ~~(ii)~~division ~~the~~plans ~~installation~~to ofproduce microclimate systems ~~(iii)~~that ~~consulting~~are ~~services,~~involved ~~including~~in ~~assessments~~our ~~and~~ project ~~management~~installations. The division ~~will~~plans ~~offer~~to ~~services~~assemble the products in house with the ~~microclimate~~technical ~~industry;~~assistance ~~design,~~of ~~manage,~~Micro ~~install,~~Climate ~~repair,~~Technology ~~service~~for ~~and~~small ~~provide~~quantity ~~maintenance~~orders. ~~for~~For ~~our~~larger ~~customers~~quantity ~~with~~orders, the ~~same~~division ~~processes,~~plans ~~personnel~~to ~~and~~outsource ~~management~~the manufacturing to OEM manufacturers.

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. 10

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

~~The~~On April 1, 2014, the Company ~~did~~entered ~~not~~into ~~generate~~a ~~any~~Sale ~~revenues~~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 ~~years~~debt ~~ended~~owed ~~December~~to 31him. During the same period, ~~2012~~William ~~and~~Tien ~~December~~forgave 31the Company debt balance of $14,693 ~~2011~~which was recorded as additional paid-in capital due to related party relationship.

10There 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.

~~Professional~~RESULTS ~~fees~~OF ~~include~~OPERATIONS ~~legal~~FROM ~~and~~CONTINUING ~~accounting fees and filing fees. Professional fees for the years ended December 31, 2012 and December 31, 2011 was $9,850 and $13,756 respectively.~~OPERATIONS

~~Consulting~~The ~~and~~Company ~~contracting~~did ~~expenses~~not generate any revenues for the years ended December 31, ~~2012~~2014 and December 31, ~~2011 was $502,281 and $324,169~~2013.

General and administrative expense for the years ended December 31, ~~2012~~2014 and December 31, ~~2011~~2013 was $~~258~~72,~~345~~519 and $~~323~~103,~~376~~323.

~~Interest~~The ~~expenses~~decrease ~~for~~is ~~the~~due ~~years~~to ~~ended~~the ~~December~~reduction ~~31,~~of ~~2012~~activities ~~and~~in ~~December~~the ~~31,~~North ~~2011~~Carolina ~~was~~business ~~$53,343 and $20,951~~development.

~~Loss~~Consulting onand ~~stock~~contracting ~~issued~~expenses for the years ended December 31, ~~2012~~2014 and December 31, ~~2011~~2013 was $0204,419 and $41403,~~622~~263. The decrease is due to the reduction of activities in the North Carolina business development.

~~Net~~Interest ~~loss~~expenses for the years ended December 31, ~~2011~~2014 and December 31, ~~2012~~2013 was ($~~720~~141,~~078~~956) and ($~~813~~107,~~969 respectively~~754). The ~~loss~~increase ~~was~~is ~~primarily~~ due to the ~~consultant~~increase ~~and~~of ~~subcontracting~~loans ~~fees~~to the company.

~~Loss~~Change ~~per~~in ~~share~~fair ~~was~~value ~~$0.01~~of ~~and~~derivative ~~$0.01~~ for the years ended December 31, ~~2012~~2014 and December 31, ~~2011~~2013 was $47,524 ~~respectively~~and $267,238. The decrease is due to the decrease in convertible notes that the company took during the year.

~~LIQUIDITY~~Net ~~AND~~loss ~~CAPITAL~~for ~~RESOURCES~~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.

AsLoss ofper ~~December~~share ~~31,~~was ~~2012, we had a working capital deficiency of~~ $~~692,606,~~0.00 ~~which~~for ~~represented~~each ~~a working capital increase of $433,778 as compared to~~ the ~~working~~years ~~capital~~ended ~~deficiency~~December ~~position of $258~~31,~~828~~ as2014 ofand December 31, ~~2011.~~2013, ~~The increase is mainly due to the increase of borrowing from related party to fund operations~~respectively.

~~Cash~~LIQUIDITY ~~flows~~AND ~~used~~CAPITAL ~~in operating activities for the year ended December 31, 2012 was ($445,400) compare to ($94,054) in December 31, 2011. The increase is due to increase in net loss and vendor expenses.~~RESOURCES

~~Cash~~As ~~flows~~of ~~provided~~December by31, ~~financing~~2014, ~~activities~~we ~~for~~had ~~the~~a ~~year~~working ~~ended~~capital ~~December~~deficiency 31of $992,676, ~~2012~~which ~~and~~represented ~~2011~~a ~~were~~working capital deficit increase of $~~532~~48,~~450~~654 ~~and~~as compared to the working capital deficiency position of $92944,~~133~~022 as of December 31, ~~respectively~~2013. The deficit increase ~~was~~is mainly due ~~mainly~~to ~~from~~the increase of related party borrowing to fund operations.

OnCash ~~December~~flows ~~20,~~used ~~2011,~~in ~~Zentric,~~operating ~~Inc.~~activities ~~entered~~for ~~into~~the ayear ~~subscription~~ended ~~agreement~~December ~~to issue 11~~31,~~000,000~~ ~~common~~2014 ~~shares~~was ~~for~~ ($~~220~~70,~~000~~911) ~~cash~~compare ~~investment~~to ~~into the Company. The company received~~ ($20135,~~000~~336) asin of December 31, ~~2011~~2013. ~~and~~The ~~the~~decrease ~~remaining~~is ~~$200,000~~due ~~was~~to ~~collected~~decrease ~~during~~in ~~the~~net ~~quarter~~loss ~~ended~~and ~~March~~vendor ~~31, 2012~~expenses.

OnCash ~~February~~flows ~~13,~~provided ~~2012,~~by ~~the~~financing ~~Company~~activities ~~completed~~for ~~and authorized~~ the ~~issuance~~year ofended ~~200~~December 31,~~000~~ ~~common~~2014 ~~shares~~and ~~for~~2013 ~~services.~~were ~~The~~$71,257 ~~total~~and ~~fair value of the common stock was~~ $25136,~~000~~289, ~~based on the closing price of the Company’s stock on the date of grant~~respectively. AsThe ofdecrease ~~September~~was ~~30,~~due ~~2012~~mainly the ~~shares~~decrease ~~has~~in ~~not~~stock ~~been~~issues ~~issued~~for ~~and recorded as a stock payable~~financing.

~~During~~On ~~fiscal~~December ~~year~~31, 2011, the ~~company~~Company granted options to an officer/director of the company to acquire 34,000,000 common shares, 1,000,000 vested December 31, 2011 at $0.03 per share; the remaining 23,000,000 will vest on December 31, 2012, 2013 and ~~2013~~2014 at price of $0.10, $0.25 and $0.2550 per share, respectively. The options have a vesting period of three years or ninety days from termination of employment. The company ~~valuated~~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 $2534,841, out of the total value the company expensed $98,~~745~~360 and $8,~~048~~718 as of December 31, ~~2011~~2013 and ~~December~~2014 31respectively, ~~2012,~~which ~~respectively. As~~is representative of ~~December~~the ~~31,~~value ~~2012,~~of the ~~remaining $8~~3,~~048~~000,000 ~~remains~~shares ~~unvested~~vested at end of each fiscal year.

On March 7, 2012, Zentric, Inc. entered into a subscription agreement to issue 400,000 common shares for $20,000 cash investment into the Company. During the period ended September 30, 2012, the Company received the total $20,000 towards this agreement.11

11On 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 ~~March~~September 141, 2012, Zentric, Inc. entered into a subscription agreement to issue 125,~~250~~000,000 common shares for $2550,000 cash investment into the Company. As of December 31, ~~2012~~2014, the shares has not been issued and ~~recorded~~reclassified as aderivative ~~stock payable~~liability.

On ~~September~~January 19, ~~2012~~2013, Zentric, Inc. ~~entered~~issued ~~into a subscription agreement to issue 25~~100,000~~,000~~ common shares for $5010,000 ~~cash~~of ~~investment~~consulting ~~into~~services ~~the~~to ~~Company~~an individual. AsThe ofshares ~~December~~are ~~31,~~valued ~~2012,~~based on the ~~shares~~fair ~~has~~market ~~not~~value ~~been~~on ~~issued~~the ~~and~~date ~~recorded~~of ~~as a stock payable~~grant.

WeOn ~~anticipate~~January ~~that~~25, ~~our~~2013, ~~operational~~Zentric, ~~general~~Inc. ~~and~~entered ~~administrative~~into ~~expenses~~a ~~for~~Securities Purchase Agreement with Asher Enterprises, Inc. (“Asher”) in connection with the ~~next~~funding 12of ~~months~~an ~~will~~aggregate ~~total~~of $37,500 with a maturity date of October 29,~~920~~ 2013.00 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 ~~estimated~~company ~~breakdown~~can isprepay asthe ~~follows:~~note at 150% of the loan plus interest.

Web Development	$	10,000.00
Legal/Accounting	$	15,000.00
Upgraded Computer systems	$	12,500.00
Telecommunications/DSL	$	900.00
Employee recruitment and training	$	30,000.00
General Administrative
Advertising	$	50,000.00
Automotive	$	10,000.00
Deprecation expense	$	1,270.00
Employee benefits	$	1,500.00
Entertainment	$	9,000.00
Insurance	$	8,000.00
Office salaries	$	240,000.00
Office supplies	$	7,000.00
Professional expense	$	8,000.00
Rent	$	30,000.00
Repairs & Maintenance	$	1,500.00
Taxes	$	6,250.00
Telephone	$	6,000.00
Travel	$	50,000.00
Utilities	$	4,000.00
Total General Administrative	$	372,520.00
Total Expenses	$	500,920.00

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.

WeOn ~~will~~August ~~not~~19, ~~generate~~2013, ~~any~~Zentric, ~~revenues~~Inc. inreceived the ~~next~~notice ~~twelve~~of ~~months~~conversion ~~and we will be required~~ to ~~raise~~convert ~~additional~~$12,000 ~~capital~~of bythe ~~issuing~~Note ~~equity~~from orAsher ~~debt~~Enterprises, ~~securities~~Inc. ininto ~~exchange~~7,058,824 ~~for~~common ~~cash~~shares inof ~~order~~the ~~to continue as a going concern~~Company. WeDue ~~can~~to ~~not~~conversion ~~assure~~within ~~you~~the ~~that any financing can be obtained or, if obtained, that it will be on reasonable~~ terms. ~~Without realization~~ of ~~additional~~the ~~capital~~note, itno ~~would~~gain beor ~~unlikely~~loss ~~for~~was ~~us to continue as a going concern~~realized.

12On 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.

~~Going~~On ~~Concern~~December ~~Consideration~~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.

~~Our~~On ~~independent~~December ~~auditors~~16, ~~included~~2013, anZentric, ~~explanatory~~Inc. ~~paragraph~~received inthe ~~their~~notice ~~report~~of onconversion ~~the~~to ~~financial~~convert ~~statements~~$4,700 ~~included~~of ~~herein~~the ~~regarding~~Note ~~concerns~~from ~~about~~Asher ~~our~~Enterprises, ~~ability~~Inc. tointo ~~continue~~7,058,824 ascommon ashares ~~going~~of ~~concern~~the Company. ~~Our~~Due ~~financial~~to ~~statements~~conversion ~~contain~~within ~~additional~~the ~~note~~terms ~~disclosures~~of ~~describing~~ the ~~circumstances~~note, ~~that~~no ~~lead~~gain toor ~~this~~loss ~~disclosure~~was ~~by our independent auditors~~realized.

~~Off-Balance~~On ~~Sheet~~December ~~Arrangements~~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.

WeOn ~~have~~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 ~~off-balance~~gain ~~sheet~~or ~~arrangements~~loss was realized.

~~Item~~On 7AMarch 3, 2014, Zentric, Inc. ~~Quantitative~~received ~~and~~the ~~Qualitative~~notice ~~Disclosures~~of ~~about~~conversion ~~Market~~to ~~Risk~~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.

~~Not~~On ~~applicable~~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.

13On 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.

~~Item 8. Financial Statements.~~12

~~ZENTRIC~~On April 9, ~~INC~~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.

(AOn ~~DEVELOPMENT~~April ~~STAGE~~15, ~~COMPANY)~~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.

~~FINANCIAL~~On ~~STATEMENTS~~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.

~~YEARS~~On ~~ENDED~~May ~~DECEMBER~~13, 312014, ~~2012~~Zentric, ~~and~~Inc. ~~2011~~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.

~~AND~~On ~~THE~~May ~~PERIOD~~16, ~~FROM~~2014, ~~JULY~~Zentric, 21Inc. received the notice of conversion to convert $1,500 ~~2008~~of ~~(INCEPTION)~~principal ~~THROUGH~~from ~~DECEMBER~~Asher 31Enterprises, ~~2012~~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.

14On 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.

~~REPORT~~On OFAugust ~~INDEPENDENT~~19, ~~REGISTERED~~2014, ~~PUBLIC~~Zentric, ~~ACCOUNTING~~Inc. ~~FIRM~~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.

ToOn September 3, 2014, Zentric, Inc. received the ~~Board~~notice of ~~Directors~~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.

(AOn ~~Development~~September ~~Stage~~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.

WeOn ~~have~~September ~~audited~~26, ~~the~~2014, ~~accompanying balance sheets of~~ Zentric, Inc. (areceived ~~development~~the ~~stage~~notice ~~company) as~~ of ~~December~~conversion ~~31,~~to ~~2012~~convert ~~and~~$160 ~~2011~~of ~~and~~principal ~~the~~from ~~related~~Asher ~~statements of operations~~Enterprises, ~~changes~~Inc. intogether ~~stockholders'~~with ~~equity (deficit)~~$1,300 ~~and~~of ~~cash~~accrued ~~flows for the years then ended~~ and ~~for~~unpaid ~~the~~interest ~~period~~totaling ~~from July 21~~$1,460 ~~2008~~into ~~(inception) through December 31~~5,214,286 ~~2012.~~common ~~These~~shares ~~financial statements are the responsibility~~ of the Company~~'s management~~. ~~Our~~Due ~~responsibility~~to isconversion towithin ~~express~~the anterms ~~opinion~~of onthe ~~these~~note, ~~financial~~no ~~statements~~gain ~~based~~or onloss ~~our~~was ~~audit~~realized.

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.13

InWe ~~our~~anticipate ~~opinion,~~that ~~the~~our ~~financial statements referred to above present fairly~~operational, ingeneral ~~all material respects, the financial position of Zentric, Inc. as of December 31, 2012~~ and ~~2011,~~administrative ~~and~~expenses ~~the results of its operations and cash flows~~ for the ~~periods~~next ~~described~~12 ~~above~~months inwill ~~conformity~~total ~~with U~~$500,920.S. ~~generally~~The ~~accepted~~estimated ~~principles.~~breakdown is as follows:

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 reoccurring net loss from operations and has a net 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.

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

~~/s/~~We ~~M&K~~will ~~CPAS~~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, ~~PLLC~~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.

~~www.mkacpas.com~~Going Concern Consideration

~~Houston,~~Our ~~Texas~~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.

~~April~~Off-Balance ~~15,~~Sheet ~~2013~~Arrangements

15We have no off-balance sheet arrangements

~~ZENTRIC,~~Item ~~INC~~7A. Quantitative and Qualitative Disclosures about Market Risk

(ANot ~~Development Stage Company)~~applicable.

~~CONSOLIDATED BALANCE SHEETS~~14

	December 31, 2012			December 31, 2011
ASSETS
Current Assets
Cash	$	108		$	1,446
Total Current Assets		108			1,446
Total Assets	$	108		$	1,446
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	86,694		$	47,305
Advances from shareholder		364,602			127,151
Accrued salaries		234,400			78,800
Note payable, related party		7,018			7,018
Total Liabilities		692,714			260,274
Stockholders' Deficit
Common stock, $0.001 par value, 500,000,000 shares authorized; 111,175,827 and 99,575,827 shares issued and outstanding as of December 31, 2012 and 2011, respectively		111,177			99,577
Additional paid-in capital		1,606,510			1,292,919
Stock Payable		75,000			20,000
Deficit accumulated during the development stage		(2,485,293	)		(1,671,324	)
Total Stockholders' Deficit		(692,606	)		(258,828	)
Total Liabilities and Stockholders' Deficit	$	108		$	1,446

Item 8. Financial Statements.

~~The~~ZENTRIC, ~~accompanying notes are an integral part to these financial statements~~INC.

16FINANCIAL STATEMENTS

~~ZENTRIC~~YEARS ENDED DECEMBER 31, ~~INC.~~2014 and 2013

~~(A Development Stage Company)~~15

~~CONSOLIDATED~~REPORT ~~STATEMENTS~~ OF ~~OPERATIONS~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

	Year Ended December 31, 2012			Year Ended December 31, 2011			For The Period From Inception to December 31, 2012
REVENUE	$	-		$	-		$	-
EXPENSES
General and administrative		258,345			323,376			687,018
Consulting and subcontracting		502,281			334,129			1,578,506
Operating Expense		760,626			657,505			2,265,524
Other Expenses
Interest Expense		53,343			20,951			104,826
Loss on conversion of debt		-			41,622			114,943
Total Other Expenses		53,343			62,573			219,769
NET LOSS		(813,969	)		(720,078	)		(2,485,293	)
LOSS PER WEIGHTED NUMBER OF SHARES OUTSTANDING BASIC AND DILUTED	$	(0.01	)	$	(0.01	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING BASIC AND DILUTED		110,500,964			99,575,827

To the Board of Directors

~~The~~Zentric, ~~accompanying notes are an integral part to these financial statements~~Inc.

17We 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.

~~ZENTRIC~~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, ~~INC~~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.

(AIn ~~Development~~our ~~Stage~~opinion, ~~Company)~~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.

~~CONSOLIDATED~~The ~~STATEMENTS~~accompanying OFfinancial ~~CASH~~statements ~~FLOWS~~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.

	Year Ended December 31, 2012			Year Ended December 31, 2011			For the Period From July 21, 2008 (Inception) to December 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		(813,969	)		(720,0785	)		(2,485,293	)
Adjustment to reconcile net loss to net cash used in operating activities:
Common stock issued for services		25,000			232,500			844,365
Options issued for services		8,048			9,745			17,793
Impairment of solar panel		88,348			-			88,348
Impairment of Investment		-			233,333			233,333
Interest Payable – related party		-			-			8,178
Imputed interest on advance from shareholder		52,143			14,287			72,020
Amortization on note discount		-			-			2,125
Loss on settlement of debt		-			41,622			114,943
Changes in operating assets and liabilities:
Prepaid Expenses		-			100			-
Accounts payable and accrued liabilities		194,990			94,437			341,250
NET CASH USED IN OPERATING ACTIVITIES		(445,440	)		(94,054	)		(762,938	)
CASH FLOWS FROM INVSETING ACTIVITIES
Cash paid for down payment of solar panel		(88,348	)		-			(88,348	)
CASH USED FOR INVSETING ACTIVITIES		(88,348	)		-			(88,348	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock		295,000			20,000			321,795
Advances from related party		-			72,133			479,210
Borrowings on debt - related party		317,079			-			130,018
Principal payments on debt – related party		(79,629	)					(79,629	)
CASH FLOWS (USED IN) PROVIDED BY FINANCING ACTIVITIES		532,450			92,133			851,394
NET (DECREASE) INCREASE IN CASH		(1,338	)		(1,921	)		108
CASH, BEGINNING OF PERIOD		1,446			3,367			-
CASH, END OF PERIOD		108			1,446			108
SUPLLEMENTAL CASH FLOW INFORMATION
Interest paid		-			-			-
Income taxes paid		-			-			-
Non-cash investment and financing activities
Forgiveness of related party debt		-			-			35,000
Shares accrued in prior period and issued in current		20,000			-			20,000
Shares issued as incentive for debt		-			-			2,100
Shares exchange for investment available-for-sale		-			252,000			252,000

/s/ M&K CPAS, PLLC

~~The accompanying notes are an integral part to these financial statements~~www.mkacpas.com

18Houston, Texas

~~ZENTRIC~~April 14, ~~INC.~~2015

~~(A Development Stage Company)~~16

~~CONSOLIDATED~~ZENTRIC, ~~STATEMENT~~INC. ~~OF STOCKHOLDERS' EQUITY (Deficit)~~

~~FOR~~CONSOLIDATED ~~THE~~BALANCE ~~PERIOD FROM July 21, 2008 (INCEPTION) TO DECEMBER 31, 2012~~SHEETS

	Common Stock				Additional			Deficit Accumulated During the			Stock		Stockholders' Equity
	Shares		Amount		Capital			Stage			Payable		(Deficit)
Common shares issued at inception		40,000,000	$	40,000	$	(40,000	)	$	-			-	$	-
Common shares issued for cash		2,718,000		2,718		4,077			-			-		6,795
Common shares issued for services		6,000,000		6,000		9,000						-		15,000
Imputed interest on shareholder advance		-		-		420						-		420
Net loss		-		-		-			(25,000	)		-		(25,000	)
Balance, December 31, 2008		48,718,000		48,718		(25,503	)		(25,000	)		-		(2,785	)
Common shares issued for services		250,000		250		2,250			-			-		2,500
Shares issued as loan incentives		160,000		160		1,440			-			-		1,600
Imputed interest on shareholder advance		-		-		1,550			-			-		1,550
Net loss		-		-		-			(125,173	)		-		(125,173	)
Balance, December 31, 2009		49,128,000		49,128		(21,263	)		(150,173	)		-		(122,308	)
Common shares issued for services		9,430,000		9,430		559,935			-			-		569,365
Common shares issued for debt conversion		2,365,219		2,365		118,260			-			-		118,260
Shares issued as loan incentives		50,000		50		450						-		500
Imputed interest on advance from shareholder		-		-		3,620			-			-		1,945
Forgiveness of debt – related party						35,000						-
Net loss		-		-		-			(801,073	)		-		(801,073	)
Balance, December 31, 2010		60,973,219	$	60,973	$	696,002		$	(951,246	)		-	$	(194,271	)
Common shares Exchange		16,666,667		16,667		216,666			-					233,333
Common shares issued for debt conversion		6,935,941		6,937		138,719			-					145,656
Shares issued for services		15,000,000		15,000		217,500								232,500
Imputed interest on advance from shareholder		-		-		14,287			-					14,287
Options issued for services						9,745								9,745
Stock issued for Cash												20,000		20,000
Net loss		-		-		-			(720,078	)				(720,078	)
Balance, December 31, 2011		99,575,827	$	99,577	$	1,292,919		$	(1,671,324	)		20,000	$	(258,828	)

As of December 31, 2014 and 2013

Common shares issued for cash		11,400,000				11,400		228,600				55,000		295,000
	December 31,2014			December 31,2013
Shares issued for services		200,000				200		24,800						25,000
ASSETS
Imputed interest on advance from shareholder		-				-		52,143		-				52,143
Current Assets
Options issued for services								8,048						8,048
Cash	$	1,407		$	1,061
Net loss		-				-		-		(813,969	)			(813,969	)
Total Current Assets		1,407			1,061
Balance, December 31, 2012		111,175,827			$	111,177	$	1,606,510	$	(2,485,293	)	75,000	$	(692,606	)
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 toof these consolidated financial statements.

1917

ZENTRIC, INC.

(ACONSOLIDATED ~~Development~~STATEMENTS ~~Stage~~OF ~~Company)~~OPERATIONS

~~NOTES~~For TOthe ~~THE~~years ~~FINANCIAL~~ended ~~STATEMENTS~~December 31, 2014 and 2013

December 31, 2012

	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

1.The ~~ORGANIZATION~~accompanying ~~AND~~notes ~~BASIS~~are ~~OF PRESENTATION Constant Environment, Inc. (the "Company"), was incorporated on July 21, 2008, under the laws of the State of Nevada as~~ an ~~early~~integral ~~stage~~part 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 Company is a development stage company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities. On December 16, 2009 the Board of ~~Directors~~these ofconsolidated ~~Constant~~financial ~~Environment, Inc~~statements. (the “Company”) filed a Certificate of Amendment to the Articles of Incorporation with the Secretary of State of Nevada changing the Company’s name to Zentric, Inc. The Company is a battery technology company based on a new technology that incorporates high voltages dual electrolytes to produce higher voltages and power. On, November 16, 2011, Zentric, Inc. established a wholly-owned subsidiary in Hong Kong, China to assist with solar project development. On January 9, 2012 the Board of Directors of Zentric, Inc. (the “Company”) filed a Certificate of Amendment to the Articles of Incorporation with the Secretary of State of Nevada increasing the authorized number of common shares to 500,000,000.

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 reoccurring 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.18

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a) Basis of Presentation and Principles of Consolidation The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. The financial statements include the accounts of the Company and its subsidiaryZENTRIC, ~~Zentric HK Limited, a limited liability company in Hong Kong~~INC. All significant intercompany transactions have been eliminated as part of the consolidation. The Company’s fiscal year-end is December 31. b) Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

20CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Deficit)

c) Cash and cash equivalents The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As at December 31, 2012 and 2011, the Company had no cash equivalents. d) Basic and Diluted Net Loss per Share The Company computes net income (loss) per share in accordance with FASB codification standards. The standard requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. e) Concentration of Credit Risk Financial instruments, which potentially subject us to concentrations of credit risk, consist principally of cash. Our cash balances are maintained in accounts held by major banks and financial institutions located in the United States. The Company occasionally maintains amounts on deposit with a financial institution that are in excess of the federally insured limit of $250,000. The risk is managed by maintaining all deposits in high quality financial institutions. The Company had $0 of cash balances in excess of federally insured limits at December 31, 2012 and 2011. f) Comprehensive Loss ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As of December 31, 2012 and 2011, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements. g) Foreign Currency Translation The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with ASC 830 Foreign Currency Translation Matters, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Hong Kong dollars. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. h) 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:

	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	)

21The accompanying notes are an integral part to these financial statements.

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 Company’s financial instruments consist principally of cash, accounts payable, accrued liabilities, and amounts due to related parties. Pursuant to ASC 820, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. i) 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. j) 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.” k) Valuation of Long-Lived Intangible Assets and Goodwill Pursuant to the ASC 350-10-05 Goodwill and Other Intangible Assets and the Impairment or Disposal of Long-lived Assets, we assess the impairment of identifiable intangibles, long-lived assets and goodwill annually or whenever events or circumstances indicate that the carrying value of these assets may not be recoverable. Factors we consider include and are not limited to the following:19

·ZENTRIC, 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 trendsINC.

22CONSOLIDATED STATEMENTS OF CASH FLOWS

AsFor ~~determined in accordance with~~ the ~~ASC,~~years ifended 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. l) Impairment of Long-Lived Assets The Company accounts for long-lived assets in accordance with “Accounting for the Impairment or Disposal of Long-Lived Assets” (ASC 360- 10). This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. As of December 31, ~~2012,~~2014 the Company recognized an impairment loss of $88,383 related to deposit on solar panel due to uncertainty of future revenue. m) Recent Accounting Pronouncements In October 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-04, "Technical Corrections and Improvements" in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations. In August 2012, the FASB issued ASU 2012-03, "Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)" in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations. In July 2012, the FASB issued ASU 2012-02, "Intangibles - Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment" in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles - Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity's financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 is not expected to have a material impact on our financial position or results of operations. In December 2011, the Financial Accounting Standards Board ("FASB") issued ASU 2011-12, Comprehensive Income. ASU 2011-12 deferred the new presentation requirements outlined by ASU 2011-05 regarding reclassification of items out of accumulated other comprehensive income. This standard is effective for all annual period beginning after December 15, 2011. This standard is not expected to have a material impact on the Company's financial statements. In December 2011, the FASB issued ASU 2011-11, Balance Sheet: Disclosures about Offsetting Assets and Liabilities. SU 2011-11 requires entities to disclose both the gross and net information about both instruments and transactions subject to an agreement similar to a master netting arrangement and includes derivatives, sale and repurchase agreements, and securities borrowing and securities lending arrangements. This standard is effective for all fiscal periods beginning on or after January 1, 2013. This standard is not expected to have a material impact on the Company's financial statements. In June 2011, the FASB issued ASU 2011-05, Comprehensive Income: Presentation of Comprehensive Income. ASU 2011- 05 eliminates the option to present components of other comprehensive income as part of the statement of changes in stockholders' equity and items reclassified to the statement of operations are required to be presented separately on the face of the financial statements. This standard is effective for fiscal years beginning after December 15, 2011. This standard is not expected to have a material impact on the Company's financial statements.

	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

InThe ~~May~~accompanying ~~2011,~~notes ~~the~~are FASB issued ASU 2011-04, Fair Value Measurement: Amendments to Achieve Common Fair Value Measure and Disclosure Requirements in US GAAP and IFRS. ASU 2011-04 amended the definition of fair value measurement to be more closely aligned with IFRS including: (1) for Level 3 fair value measurements, quantitative information about unobservable inputs used, a description of the valuation processes used by the entity, and a qualitative discussion about the sensitivity of the measurements to changes in the unobservable inputs; (2) for an ~~entity's~~integral ~~use~~part of athese ~~nonfinancial~~consolidated ~~asset that is different from the asset's highest and best use, the reason for the difference; (3) for~~ financial instruments not measured at fair value but for which disclosure of fair value is required, the fair value hierarchy level in which the fair value measurements were determined; and (4) the disclosure of all transfers between Level 1 and Level 2 of the fair value hierarchy. This standard is effective for all fiscal periods beginning after December 15, 2011. This standard is not expected to have a material impact on the Company's financial statements.

~~4. STOCKHOLDERS’ EQUITY On August~~ 20, 2008, we issued 2,000,000 shares (adjusted retroactively for 4:1 split) to Ka Leung Mak for business development services in China. Such shares were issued in reliance on an exemption from registration under Section 4(2) of the Securities Act of 1933. On August 25, 2008, we issued 2,000,000 shares (adjusted retroactively for 4:1 split) to Kwok Kwong Chan for services as a director/secretary. Such shares were issued in reliance on an exemption from registration under Section 4(2) of the Securities Act of 1933. On August 25, 2008, we issued 2,000,000 shares (adjusted retroactively for 4:1 split) to Domenic Macchione for sales and marketing services. Such shares were issued in reliance on an exemption from registration under Section 4(2) of the Securities Act of 1933. For the period ended December 31, 2008, we issued 2,718,000 shares (adjusted retroactively for 4:1 split) of common stock to 40 investors in a private placement. The consideration paid for such shares was $0.01 per share, amounting in the aggregate to $6,795. A 4 for 1 forward split of our common stock was deemed effective on August 5, 2009. The Company had 12,179,500 shares outstanding prior to the split, and will have 48,878,000 shares outstanding following the split. On July 27, 2009 the Company entered into a Loan Agreement with Lucilla Ho wherein she agreed to loan the Company $20,000 and she will receive 5,000 shares of the Company’s common stock. Such shares shall be restricted in accordance with Rule 144 of the Securities Act of 1933. The shares were value at the last sell price of common stock for cash at $0.01 and treated as a discount on the note. On August 7, 2009 the Company entered into a Loan Agreement with 1456146 Ontario Limited of which Fred Lai is the principal. The 1456146 Ontario Limited agreed to loan the Company $50,000 and 1456146 Ontario Limited will receive 100,000 shares of the Company’s common stock. Such shares shall be restricted in accordance with Rule 144 of the Securities Act of 1933. The shares were value at the last sell price of common stock for cash at $0.01 and treated as a discount on the note. On August 15, 2009 the Company entered into a Loan Agreement with Ricky Wu wherein he agreed to loan the Company $20,000 and he will receive 40,000 shares of the Company's common stock. Such shares shall be restricted in accordance with Rule 144 of the Securities Act of 1933. The shares were value at the last sell price of common stock for cash at $0.01 and treated as a discount on the note. On March 25, 2010 we entered into a Loan Agreement with a shareholder wherein they agreed to loan us $25,000 and received 50,000 shares of our common stock as an incentive for providing the loan. The shares were value at the last sell price of common stock for cash at $0.01 and treated as a discount on the note. On October 1, 2010, holders of the Company’s notes elected to convert loans into 2,365,219 shares of our common stock for $47,130 of principal and interest. Shares were valued based on fair market value of conversion and as a result the company recorded a loss of $73,321on conversion of debt.

24ZENTRIC, INC.

~~Holders~~NOTES ofTO ~~common~~THE ~~stock~~CONSOLIDATED ~~are~~FINANCIAL entitled to one vote for each share held. There are no restrictions that limit the Company’s ability to pay dividends on its common stock. The Company has not declared any dividends since incorporation. On July 23, 2008, we issued a total of 40,000,000 shares (adjusted retroactively for 4:1 split) worth $10,000 to Jeff Mak for services rendered as our founder with respect to the incorporation and set-up of Constant Environment. Such shares were issued in reliance on an exemption from registration under Section 4(2) of the Securities Act of 1933. Mr. Mak is deemed our founder and promoter. On October 1, 2010, the Company issued 9,200,000 shares of our common stock for $460,000 consulting services. Shares were valued based on fair market value on the date of authorization. On December 1, 2010, the Company’s board of directors declared to issue 230,000 shares of our common stock for $23,000 consulting services. Shares were valued based on fair market value on the date of authorization. On May 18, 2011 the Company received Conversion Notice from note holder to settle outstanding debt of $25,000 principal and $4,749 accrued interest by issuing 1,982,258 shares of common stock at a price of $0.015 per share. The total fair value of the shares was $41,627 based on the closing price per share, resulting in a loss of extinguishment of debt of $11,899. On May 18, 2011 the Company received Conversion Notice from note holder to settle outstanding debt of $50,000 principal and $14,903 accrued interest by issuing 4,326,876 shares of common stock at a price of $0.015 per share. The total fair value of the shares was $90,864 based on the closing price per share, resulting in a loss of extinguishment of debt of $25,961. On May 18, 2011 the Company received Conversion Notice from note holder to settle outstanding debt of $8,000 principal and $1,402 accrued interest by issuing 626,807 shares of common stock at a price of $0.015 per share. The total fair value of the shares was $13,163 based on the closing price per share, resulting in a loss of extinguishment of debt of $3,761. On July 20, 2011, Zentric, Inc. (“Company”) completed its Share Exchange Agreement with Ontex Holdings Limited, a Hong Kong Company (“Ontex”), pursuant to which the Company agreed to issue to Ontex 10,000,000 shares of common stock. In exchange, Ontex will issue to the Company 2,000,000 shares of Alpha Lujo, Inc. held by Ontex. Alpha Lujo, Inc.’s common stock is publicly traded on the OTC-BB. The share exchange was valued at $140,000 as an investment by the Company. On the same day the Company also completed the Share Exchange Agreement with Alpha Lujo, Inc. (“Alpha Lujo”), pursuant to which the Company agreed to issue to Alpha Lujo 6,666,667 shares of its common stock in exchange for 800,000 shares of common stock of Alpha Lujo. Based on Alpha Lujo’s most recent filing of their period ended March 31, 2011, the company has a total of 200,000,000 shares authorized and 23,244,000 shares issued and outstanding. Based on the 2,800,000 shares the Company received, that equates to 1.4% of total authorized and 12% of total outstanding. In both instances, it is less than 20% of total equity of Alpha Lujo’s shares, therefore, does not warrant consolidation treatment of the two companies and should be accounted for as an investment and evaluated for impairment periodically. The share exchange was valued at $93,333 as an investment by the Company. The share exchange does not change the control of the Company. The total value of $233,333 as of the July 20, 2011 was value as an investment assets and evaluated for impairment as of December 31, 2011. Based on evaluation, the company found it appropriate to impair the assets based on the following reason:STATEMENTS

25December 31, 2014 and 2013

-1. ~~Company~~ORGANIZATION ~~had~~AND ~~negative~~BASIS ~~cash~~OF ~~flow; and - Company only assets is Cash; and - Low volume in share trading for the past 12 months; and - Company has no revenue stream~~PRESENTATION

OnConstant ~~July 14~~Environment, 2011, the Company completed and authorized the issuance of 15,000,000 common shares for services. The total fair value of the common stock was $232,500 based on the closing price of the Company’s stock on the date of grant. On December 20, 2011, Zentric, Inc. ~~entered into a subscription agreement to issue 11,000,000 common shares for $220,000 cash investment into~~ (the "Company~~. The company received $20~~"),~~000~~ ~~as of December, 2011 and the remaining $200,000~~ was ~~collected~~incorporated ~~during~~on ~~the~~July ~~period ending December 1~~21, ~~2012. On February 13~~2008, ~~2012,~~under the ~~Company~~laws ~~completed and authorized the issuance~~ of ~~200,000 common shares for services. The total fair value of~~ the ~~common~~State ~~stock was $25,000 based on the closing price~~ of ~~the~~Nevada ~~Company’s~~as ~~stock on the date of grant. During fiscal year 2011, the company granted to~~ an ~~officer/director~~early ofstage ~~the~~product ~~company to acquire 3,000,000 common shares, 1,000,000 vested December 31, 2011 at $0.03 per share; the remaining 2,000,000 will vest on December 31 2012~~ and ~~2013~~services ~~at price of $0.10, and $0.25 per share, respectively. The options have a vesting period of three years or ninety days from termination of employment. The~~ company ~~valuated~~that ~~such~~provides ~~options~~microclimate ~~using~~systems 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~~specialty ~~the options. The total value of these options was $25~~markets,~~841,~~ ~~out~~who ofhave the total value the company expensed $9,745 and $8,048 as of December 31, 2011 and December 31, 2012, respectively. As of December 31, 2012, the remaining $8,048 remains unvested. On March 7, 2012, Zentric, Inc. entered into a ~~subscription~~need ~~agreement~~ to ~~issue~~protect 400,000 common shares for $20,000 cash investment into the Company. During the period ended December 31, 2012, the Company received the total $20,000 towards this agreement. 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, 2012, the shares has not been issued and ~~recorded~~preserve asrare a stock payable. 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, 2012, the shares has not been issued and ~~recorded as a stock payable. DILUTIVE INSTRUMENTS The Company is required to recognize expense of options~~ /or ~~similar~~valuable ~~equity instruments issued to employees using the fair-value-based method of accounting for stock-based payments in compliance with the financial accounting standard pertaining to share-based payments~~items. This standard covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. Application of this pronouncement requires significant judgment regarding the assumptions used in the selected option pricing model, including stock price volatility and employee exercise behavior. Most of these inputs are either highly dependent on the current economic environment at the date of grant or forward looking over the expected term of the award.

26On 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.

	Issued		Cancelled		Executed		Total Issued and Outstanding		Exercisable		Not Vested
Balance as of December 31, 2011		1,000,000		-		3,000,000		1,000,000		1,000,000		2,000,000
Options		1,000,000		-		-		1,000,000		1,000,000		1,000,000
Balance as of December 31, 2012		2,000,000		-		3,000,000		2,000,000		2,000,000		1,000,000

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 ~~December~~January 319, ~~2011,~~2012 the ~~Company~~Board ~~granted options to an officer/director~~ of ~~the~~Directors ~~company to acquire 3,000,000 common shares, 1,000,000 vested December 31, 2011 at $0.03 per share; the remaining 2,000,000 will vest on December 31 2012 and 2013 at price~~ of ~~$0.10~~Zentric, ~~and $0~~Inc.25 ~~per share, respectively. The options have a vesting period of three years or ninety days from termination of employment. The company valuated such options using~~ (the ~~Black-Scholes Valuation Model. The options have an expected volatility rate of 282.71% calculated using the~~ “Company”) ~~stock~~filed ~~price for~~ a ~~two-year~~Certificate ~~period beginning December 31, 2011. A risk free interest rate~~ of ~~0.19%~~Amendment ~~was used~~ to ~~value~~ the ~~options.~~Articles ~~The total value~~ of ~~these~~Incorporation ~~options~~with ~~was~~the ~~$25,841,~~Secretary ~~out~~ of ~~the~~State ~~total value the company expensed $9,745 and $8,048 as~~ of ~~December~~Nevada ~~31,~~increasing ~~2011~~the ~~and~~authorized ~~2012~~number ~~respectively, which is representative~~ of ~~the~~common ~~value~~shares ofto ~~the 2~~500,000,000 ~~shares vested at end of each fiscal year~~. The remaining $8,048 remains unvested as of December 31, 2012. 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.On ~~DEPOSIT~~June ~~During the period ended December 31~~17, ~~2012,~~2014 the ~~Company~~Board ~~paid~~of ~~approximately~~Directors ~~5% in deposit for solar panels for a total~~ of ~~$88~~Zentric,~~383~~ Inc. ~~The total purchase price is $1,740,000, whereby,~~ (the “Company”) ~~has~~filed toa ~~remit~~Certificate ~~the~~of ~~remaining~~Amendment ~~95% payment prior~~ to ~~completion and shipment of~~ the ~~solar~~Articles ~~panels. As~~ of ~~December~~Incorporation ~~31,~~with ~~2012,~~ the ~~Company~~Secretary ~~evaluated~~of ~~for~~State ~~impairment and determine that due to lack~~ of ~~financing~~Nevada ~~and~~increasing ~~future revenue stream, to impair~~ the ~~entire~~authorized ~~balance~~number of ~~$88,383~~common ~~recorded~~shares ~~under~~to ~~other expenses in the statement of operations~~2,000,000,000.

6. IMPAIRMENT OF AVAILABLE-FOR-SALE SECURITIES On July 20, 2011, Zentric, Inc. (“Company”) completed its Share Exchange Agreement with Ontex Holdings Limited, a Hong Kong Company (“Ontex”), pursuant to which the Company agreed to issue to Ontex 10,000,000 shares of common stock. In exchange, Ontex will issue to the Company 2~~,000,000 shares of Alpha Lujo, Inc~~. ~~held~~GOING by Ontex. Alpha Lujo, Inc.’s common stock is publicly traded on the OTC-BB. The share exchange was valued at $140,000 as an investment by the Company. On the same day the Company also completed the Share Exchange Agreement with Alpha Lujo, Inc. (“Alpha Lujo”), pursuant to which the Company agreed to issue to Alpha Lujo 6,666,667 shares of its common stock in exchange for 800,000 shares of common stock of Alpha Lujo. Based on Alpha Lujo’s most recent filing of their period ended March 31, 2011, the company has a total of 200,000,000 shares authorized and 23,244,000 shares issued and outstanding. Based on the 2,800,000 shares the Company received, that equates to 1.4% of total authorized and 12% of total outstanding. In both instances, it is less than 20% of total equity of Alpha Lujo’s shares, therefore, does not warrant consolidation treatment of the two companies and should be accounted for as an investment and evaluated for impairment periodically. The total value of $233,333 as of the July 20, 2011 was value as an investment assets and evaluated for impairment as of December 31, 2011. Based on evaluation, the company found it appropriate to impair the assets based on the following reason: - Company had negative cash flow; and - Company only assets is Cash; and - Low volume in share trading for the past 12 months; and - Company has no revenue stream As of December 31, 2011, due to the above factors, the company has recorded a loss on impairment of securities available-for-sale in the amount of $233,333 under other expense in the statement of operations.CONCERN

27The 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.

7.The ~~RELATED~~Company's ~~PARTY~~ability ~~TRANSACTIONS~~to ~~Related~~continue ~~party~~as ~~transactions~~a ~~are~~going inconcern ~~the~~is ~~normal~~contingent ~~course~~upon ofits ~~operations~~ability ~~and~~to ~~are~~complete ~~recorded~~public atequity ~~amounts~~financing ~~established~~ and ~~agreed~~generate ~~between~~profitable ~~the~~operations ~~related parties. Related party transactions not disclosed elsewhere~~ in ~~these consolidated financial statements are as follows: The Company has received cash advances of $317,079 and $72,133 for~~ the ~~years ended December 31, 2012 and December 31, 2011, respectively from directors and shareholders~~future. ~~Interest~~Management's ~~has~~plan ~~been imputed at 15% resulting~~ in ~~interest~~this ~~expense~~regard ofis ~~$52,143~~to ~~and~~secure ~~$14,287~~additional ~~for~~funds ~~the~~through ~~years~~equity ~~ended~~financing ~~December 31, 2012~~ and ~~December~~through ~~31,~~loans ~~2011,~~made ~~respectively.~~by ~~As of December 31, 2012~~ the Company's ~~has received accumulated cash advanced of $364,602 from directors and shareholders~~stockholders. ~~The Company has accrued salaries for the officers/directors of $234,400 and $78,800 for the years ended December 31, 2012 and December 31, 2011, respectively.~~

83. ~~NOTES~~SUMMARY ~~PAYABLE~~OF ~~Note~~SIGNIFICANT ~~payable~~ACCOUNTING ~~balance as of December 31, 2012 and 2011 is $7,018. Interest accrual for all loans outstanding as of December 31, 2012 and December 31, 2011 are $1,952 and $752, respectively.~~POLICIES

9.a) ~~INCOME~~Basis ~~TAXES The Company accounts for income taxes under FASB ASC 740-10, which requires use~~ of ~~the~~Presentation ~~liability method. FASB ASC 740-10-25 provides that deferred tax assets~~ and ~~liabilities~~Principles ~~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, 2012, 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 $626,379 and $1,318,917 for the years ended December 31, 2012 and December 31, 2011 respectively. The deferred tax asset for December 31, 2012 and December 31, 2011 is as follows:Consolidation

	2012			2011
Deferred Tax Asset arising from Net Operating Loss Carry-forwards	$	461,621		$	219,233
Valuation allowance		(461,621	)		(219,233	)
Net deferred tax asset	$	-		$	-

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.

2821

~~Based~~b) onUse ~~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, 2012 and 2011, 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:Estimates

	2012			2011
Federal and state statutory rate		35	%		35	%
Chang in valuation allowance on deferred tax assets		(35	%)		(35	%)

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.

Inc) ~~accordance~~Cash ~~with FASB ASC 740, the Company has evaluated its tax positions~~ and ~~determined~~cash ~~there are no uncertain tax positions.~~equivalents

~~10.~~The ~~CONTINGINCIES~~Company Noconsiders ~~legal~~all ~~proceedings~~highly ~~are~~liquid ~~currently~~instruments ~~pending~~with ~~or,~~a tomaturity ~~our~~of ~~knowledge,~~three ~~threatened~~months ~~against~~or usless ~~that,~~at in the ~~opinion~~time ~~our~~of ~~management,~~issuance ~~could~~to ~~reasonably~~ be ~~expected~~cash toequivalents. ~~have~~As aat ~~material~~December ~~adverse~~31, ~~effect~~2014 onand ~~our~~2013, ~~business~~the orCompany ~~financial~~had ~~conditions~~no orcash ~~results of operations~~equivalents.

11. SUBSEQUENT EVENTS 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”d) inBasic ~~connection~~and ~~with~~Diluted ~~the~~Net ~~funding~~Loss ofper 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.Share

29The 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.

~~Item~~e) ~~9. Changes~~Concentration inof ~~and~~Credit ~~Disagreements with Accountants on Accounting and Financial Disclosure~~Risk

~~None~~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.

~~Item~~f) ~~9A. Controls~~Comprehensive ~~and Procedures.~~Loss

~~Disclosure~~ASC ~~Controls~~220, Comprehensive Income, establishes standards for the reporting and ~~Procedures~~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.

~~We maintain disclosure controls and procedures, as defined in Rule 13a-15(e~~g) ~~promulgated~~Foreign ~~under~~Currency 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.Translation

WeThe ~~carried~~Company’s ~~out~~functional anand ~~evaluation,~~reporting ~~under~~currency is the ~~supervision~~United ~~and~~States ~~with~~dollar. ~~the~~Monetary ~~participation~~assets ofand ~~our~~liabilities ~~management,~~denominated ~~including~~in ~~our~~foreign ~~Chief~~currencies ~~Executive~~are ~~Officer~~translated ~~and~~in ~~Chief~~accordance ~~Financial~~with ~~Officer,~~ASC of830 ~~the~~Foreign ~~effectiveness~~Currency ofTranslation ~~the~~Matters, ~~design~~using ~~and~~the ~~operation~~exchange ofrate ~~our~~prevailing ~~disclosure~~at ~~controls~~the ~~and~~balance ~~procedures~~sheet asdate. ofGains ~~December~~and ~~31,~~losses ~~2012.~~arising ~~Based~~ on ~~the~~translation ~~evaluation~~or settlement of ~~these~~foreign ~~disclosure~~currency ~~controls~~denominated ~~and~~transactions ~~procedures,~~or ~~and~~balances are included in ~~light~~the determination of ~~the~~income. ~~material~~Foreign ~~weaknesses~~currency ~~found~~transactions are primarily undertaken in ~~our~~Hong ~~internal~~Kong ~~controls~~dollars. ~~over~~The ~~financial~~Company ~~reporting~~has not, ~~our~~to ~~Chief~~the ~~Executive~~date ~~Officer~~of ~~and~~these ~~Chief~~financial ~~Financial~~statements, ~~Officer~~entered ~~concluded~~into ~~that~~derivative ~~our~~instruments ~~disclosure~~to ~~controls~~offset ~~and~~the ~~procedures~~impact ~~were~~of ~~not~~foreign ~~effective~~currency fluctuations.

~~Management’s Report on Internal Control Over Financial Reporting~~22

~~Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f~~h). ~~The~~Derivative ~~Company’s~~Financial 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.Instruments

~~Because~~The ofCompany evaluates its ~~inherent~~convertible ~~limitations~~instruments, ~~internal~~options, ~~control~~warrants ~~over~~or ~~financial~~other ~~reporting~~contracts ~~may~~to ~~not~~determine ~~prevent~~if those contracts or ~~detect~~embedded ~~misstatements.~~components ~~Also~~of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, ~~projections~~“Derivatives and Hedging.” The result of ~~any~~this ~~evaluation~~accounting treatment is that the fair value of ~~effectiveness~~the derivative is marked-to-market ~~future~~each ~~periods~~balance ~~are~~sheet ~~subject~~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 ~~risk~~conversion date and then that ~~controls~~fair ~~may~~value is reclassified to equity. Equity instruments that are initially classified as equity that become ~~inadequate~~subject ~~because~~to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of ~~changes~~the instrument on the reclassification date. We analyzed the derivative financial instruments (the Convertible Note and tainted Warrant), in ~~conditions~~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, orand 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 ~~degree~~instrument's contingent exercise provisions, if any, must be evaluated, followed by an evaluation of ~~compliance~~the ~~with~~instrument's settlement provisions. The Company utilized multinomial lattice models that value the ~~policies~~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 ~~procedures~~liability) ~~may~~could ~~deteriorate~~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.

~~Under~~i) ~~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, 2012 using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Instruments

APursuant ~~material~~to ~~weakness~~ASC is820, aFair ~~deficiency~~Value Measurements and Disclosures, oran ~~combination~~entity is required to maximize the use of ~~deficiencies,~~observable ininputs ~~internal~~and ~~control~~minimize ~~over~~the ~~financial~~use ~~reporting,~~of ~~such~~unobservable ~~that~~inputs ~~there~~when ismeasuring afair ~~reasonable~~value. ~~possibility~~ASC ~~that~~820 establishes a ~~material~~fair ~~misstatement~~value ofhierarchy ~~the~~based ~~Company’s~~on ~~annual~~the orlevel ~~interim~~of ~~financial~~independent, ~~statements~~objective ~~will~~evidence ~~not~~surrounding bethe ~~prevented~~inputs orused ~~detected~~to onmeasure afair ~~timely basis~~value. InA ~~its~~financial ~~assessment~~instrument’s ofcategorization within the ~~effectiveness~~fair ofvalue ~~internal~~hierarchy ~~control~~is ~~over~~based ~~financial~~upon ~~reporting~~the aslowest level of ~~December~~input ~~31,~~that ~~2012,~~is significant to the ~~Company~~fair ~~determined~~value ~~that~~measurement. ~~there~~ASC ~~were~~820 ~~control~~prioritizes ~~deficiencies~~the inputs into three levels that ~~constituted~~may ~~material~~be ~~weaknesses,~~used asto ~~described~~measure ~~below.~~fair value:

30Level 1

Level 1) Weapplies ~~do not have an Audit Committee – While not being legally obligated~~ to ~~have~~assets anor ~~audit~~liabilities 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, 2012, the Company has not maintained sufficient internal controls over financial reporting for ~~the~~which 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, 2012, the Company retains copies of all financial data and material agreements; however there isare noquoted ~~formal~~prices ~~procedure or evidence of normal backup of the Company’s data or off-site storage of the data~~ in ~~the~~active ~~event~~markets offor ~~theft,~~identical ~~misplacement,~~assets or ~~loss due to unmitigated factors~~liabilities.

~~Management~~Level 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~~Level ~~10-K~~2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the ~~year~~asset ~~ended~~or ~~December~~liability 31such 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, ~~2012~~or corroborated by, observable market data.

~~This~~Level 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.3

~~Changes~~Level in3 ~~Internal~~applies ~~Control~~to ~~over~~assets ~~Financial~~or ~~Reporting~~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.

~~There~~The ~~has~~carrying ~~been~~amounts noreported ~~change~~ in ~~our internal control over financial reporting identified in connection with our evaluation we conducted of~~ the ~~effectiveness~~balance ofsheets ~~our~~for ~~internal control over financial reporting as of December 31~~cash, ~~2011,~~accounts ~~that~~payable ~~occurred~~and ~~during~~accrued ~~our~~expenses ~~fourth~~approximate ~~fiscal~~their ~~quarter~~fair ~~that~~market ~~has~~value ~~materially~~based ~~affected,~~on orthe isshort-term ~~reasonably~~maturity ~~likely~~of tothese ~~materially affect, our internal control over financial reporting~~instruments.

~~This~~The ~~annual~~following ~~report~~table ~~does~~presents ~~not~~assets ~~include~~and anliabilities ~~attestation~~that ~~report~~are ofmeasured ~~the~~and ~~Company’s~~recognized ~~registered~~at ~~public~~fair ~~accounting~~value ~~firm~~as ~~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~~December ~~SEC~~31, ~~that~~2014, ~~permit~~on ~~the~~a ~~Company~~recurring ~~to provide only management’s report in this annual report.~~basis:

Item 9B. Other Information

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

~~None.~~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

~~PART II~~23

~~OTHER~~j) ~~INFORMATION~~Income Taxes

~~Item~~Potential 10benefits of income tax losses are not recognized in the accounts until realization is more likely than not. ~~Directors,~~The ~~Executive~~Company ~~Officers~~has adopted ASC 740 “Accounting for Income Taxes” as of its inception. Pursuant to ASC 740, ~~Promoters~~the ~~and~~Company ~~Control~~is ~~Persons~~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.

~~Directors~~k) ~~and~~Stock-Based ~~Executive Officers~~Compensation

~~Set~~The ~~forth~~Company ~~below~~records ~~are~~stock-based ~~the~~compensation ~~names~~in accordance with FASB codification standards, ~~ages~~using ~~and~~the ~~present~~fair ~~principal~~value ~~occupations~~method. All transactions in which goods or ~~employment,~~services ~~and~~are ~~material~~the ~~occupations,~~consideration ~~positions,~~received ~~offices~~for orthe ~~employments~~issuance of equity instruments are accounted for based on the ~~past~~fair ~~five~~value ~~years~~of the consideration received or the fair value of ~~our~~the ~~current~~equity ~~directors~~instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and ~~executive~~the ~~officers~~cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.”

Name	Age	Positions and Offices Held
William Tien	52	President/Director
Jeff Mak	55	President/CEO/CFO/Secretary/Director/Treasurer, Principal Executive Officer, Principal Financial Officer

Valuation of Long-Lived Intangible Assets and Goodwill

~~BUSINESS~~Pursuant ~~EXPERIENCE~~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:

~~Set~~· ~~forth~~Significant ~~below~~changes isin ~~the~~performance ~~name~~relative ofto ~~our~~expected ~~director~~operating ~~and~~results ~~officer,~~· ~~all~~Significant ~~positions~~changes ~~and~~in ~~offices~~the ~~held~~use ~~with~~of ~~us ,~~ the ~~period~~assets ~~during~~or ~~which~~the hestrategy ~~has~~of ~~served~~our asoverall ~~such, and the~~ business ~~experience~~· ~~during~~Significant atindustry ~~least~~or ~~the~~economic ~~last five years:~~trends

~~JEFF~~As ~~MAK~~determined ~~was~~in ~~appointed~~accordance aswith ~~our~~the ~~Chief Executive Officer~~ASC, ~~Chief~~if ~~Financial~~the ~~officer~~carrying ~~and~~amount aof ~~member~~goodwill of ~~the~~a ~~Board~~reporting ofunit ~~Directors~~exceeds asits offair ~~July 23~~value, ~~2008.~~the ~~Mr.~~impairment ~~Mak~~loss ~~brings~~is ~~several~~measured ~~years~~as ~~of experience in~~ the ~~design~~amount ~~and~~by ~~technology~~which ~~industry.~~the Hecarrying ~~was~~amount aexceeds ~~founder~~the ~~and~~fair ~~director~~market value of ~~Logicsys~~the ~~Technologies,~~assets. ~~Inc~~In aaccordance ~~once~~with ~~publicly~~the ~~traded~~ASC, ~~company~~in ondetermining ~~the~~if ~~TSX.~~impairment ~~He was also~~exists, ~~president~~we ~~and~~estimate ~~founder~~the ofundiscounted ~~Eastgate~~cash ~~Innovations,~~flows ~~Inc.~~to abe ~~product~~generated ~~design~~from ~~and~~the ~~research~~use and ~~development~~ultimate ~~company~~disposition ~~which~~of ~~owns~~these ~~several~~assets. ~~original~~The ~~patents~~impairment ~~and~~loss ~~has~~is ~~licensed~~measured toas ~~several~~the ~~other~~amount ~~companies.~~by ~~Mr.~~which ~~Mak~~the ~~was~~carrying ~~previously~~amount ~~co-founder and director~~ of ~~Peceptek~~the ~~Inc.~~assets ~~for~~exceeds 6the ~~years~~fair ~~since~~market ~~January~~value ~~2002~~of tothe ~~February 2008~~assets.

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 (Australianm) ~~entities.~~Impairment ~~Since August 2004, he has been a director~~ of ~~C8R~~Long-Lived 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).Assets

~~Neither~~The ~~our~~Company ~~sole~~accounts ~~executive~~for ~~officer~~long-lived ~~nor~~assets ~~any~~in ofaccordance ~~our~~with ~~directors~~“Accounting isfor athe ~~director~~Impairment inor ~~any~~Disposal ~~other~~of ~~U.S.~~Long-Lived ~~reporting~~Assets” ~~companies~~(ASC 360- 10). ~~Our~~This ~~director/officer~~statement ~~has~~requires ~~not~~that ~~been~~long-lived ~~affiliated~~assets ~~with~~and ~~any~~certain ~~company~~identifiable ~~that~~intangibles ~~has~~be ~~filed~~reviewed for ~~bankruptcy~~impairment ~~within~~whenever events or changes in circumstances indicate that the ~~last~~carrying ~~five~~amount ~~years~~of an asset may not be recoverable. ~~The~~Recoverability ~~Company~~of assets to be held and used is ~~not~~measured ~~aware~~by a comparison of ~~any~~the ~~proceedings~~carrying amount of an asset to ~~which~~future ~~the~~undiscounted ~~Company’s~~net ~~officer/directors,~~cash orflows ~~any~~expected ~~associate~~to ofbe ~~any~~generated by the asset. If such ~~officer/directors~~assets are considered to be impaired, the impairment to be recognized is ameasured ~~party~~by ~~adverse~~the toamount by which the ~~Company~~carrying oramount ~~any~~of the assets exceeds the fair value of the ~~Company’s~~assets. ~~subsidiaries~~Assets orto ~~has~~be adisposed ~~material~~of ~~interest~~are ~~adverse~~reported at the lower of the carrying amount or fair value less costs to itsell.

~~Each~~n) ~~director~~Recent ofAccounting 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.Pronouncements

32In 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.

~~Audit~~In ~~Committee~~July ~~and~~2013, ~~Expert~~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.

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.24

~~Auditors;~~In ~~Code~~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 ~~Ethics;~~the ~~Financial~~award. ~~Expert~~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.

WeIn doJune ~~not~~2014, ~~currently~~the ~~have~~FASB aissued ~~Code~~guidance to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements of ~~Ethics~~development ~~applicable~~stage toentities. ~~our~~The ~~principal~~amendments ~~executive~~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 ~~accounting~~complexity ~~officers~~associated with providing that information. WeThe doamendments ~~not~~in ~~have~~this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a ~~“financial~~variable ~~expert”~~interest entity on the ~~board~~basis orof 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 ~~audit~~interest ~~committee~~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 ~~nominating~~results ~~committee~~of operations.

~~Potential~~In ~~Conflicts~~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 ~~Interest~~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.

~~Since~~In weAugust do2014, ~~not~~the ~~have~~FASB issued an ~~audit~~accounting orstandard ~~compensation~~that ~~committee~~requires ~~comprised~~management ofto ~~independent~~assess ~~directors,~~an ~~the~~entity’s ~~functions~~ability ~~that~~to ~~would~~continue ~~have~~as ~~been~~a ~~performed~~going concern by ~~such~~incorporating ~~committees~~and expanding upon certain principles that are ~~performed~~currently byin ~~our~~U.S. ~~directors~~auditing standards. ~~Thus~~ Specifically, ~~there~~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 ~~potential~~result ~~conflict~~of consideration of ~~interest~~management’s inplans, ~~that~~(5) ~~our~~require ~~directors~~an express statement and ~~officers~~other ~~have~~disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the ~~authority~~date that the financial statements are issued (or available to ~~determine~~be ~~issues~~issued). ~~concerning~~The ~~management~~standard ~~compensation~~in this Update is effective for the annual period ending after December 15, 2016, and ~~audit~~for ~~issues~~annual ~~that~~periods ~~may~~and ~~affect~~interim ~~management~~periods ~~decisions~~thereafter. We ~~are~~Early ~~not~~application ~~aware~~is permitted. The adoption of ~~any~~ASU ~~other~~2014-15 ~~conflicts~~is ofnot ~~interest~~expected ~~with~~to ~~any~~have ofa material impact on our ~~executives~~financial position or ~~directors~~results of operations.

~~Director~~In ~~Independence~~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.

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.25

~~Item~~In 11November 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. ~~Executive~~After ~~Compensation~~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.

~~Summary~~4. ~~Compensation~~STOCKHOLDERS’ EQUITY

OnHolders ~~July~~of 1,common ~~2011,~~stock ~~the~~are ~~Company~~entitled ~~approved~~to anone ~~employment~~vote ~~agreement~~for ~~with~~each ~~Jeff~~share ~~Mak,~~held. ~~Chief~~There ~~Executive~~are ~~Officer,~~no ~~Chief~~restrictions ~~Financial~~that ~~officer~~limit ~~and a member of~~ the ~~Board~~Company’s ofability ~~Directors offering a salary of 9,800 per month for his services. Due~~ to ~~the~~pay ~~lack~~dividends on ~~cash~~its oncommon ~~hand,~~stock. ~~this~~The ~~salary~~Company has ~~been~~not ~~accrued~~declared ~~for~~any ~~the~~dividends ~~year~~since ~~ended December 31, 2012~~incorporation.

OnDuring ~~November 1, 2011,~~ the ~~Company~~period ~~approved~~ended anJune ~~employment~~30, ~~agreement~~2013, ~~with~~Zentric, ~~William~~Inc. ~~Tien~~entered ~~was~~into ~~appointed~~an assettlement ~~our~~with ~~President and a member of~~ the ~~Board~~Chief ofFinancial ~~Directors~~Officer ~~offering~~to aissue ~~salary of $10~~102,900,000 ~~per~~common ~~month~~shares for ~~his services. During the year ending December 31, 2012, William Tien received~~ $82205,~~000~~500 of ~~his~~ salaries ~~and~~past due toby the ~~lack~~Company. onTotal ~~cash~~value onof ~~hand~~ the ~~remaining salary~~shares ~~has~~issued ~~been~~was ~~accrued. The agreement offers options as follows: option to acquire 1~~$360,~~000,000~~150; ~~common~~the ~~shares~~excess atof $~~0.03 from December 31~~154,650 ~~2011;~~is ~~option~~recorded toas ~~acquire~~additional ~~1,000,000~~compensation ~~common~~expense. The shares atwere ~~$0.10~~valued ~~from~~based ~~December~~on ~~31,~~the ~~2012;~~fair ~~option~~market tovalue ~~acquire~~on ~~1,000,000~~date ~~common~~of ~~shares at $0~~grant.25 ~~from~~As of December 31, 2013~~; and option to acquire 1~~,~~000,000~~ ~~common~~the shares athave ~~$0.50~~not ~~from~~been ~~December~~issued ~~31,~~and ~~2014.~~recorded ~~All options have~~ a ~~vesting~~part ~~period~~ of ~~three~~derivative ~~years or ninety days from termination of employment~~liability.

AsOn ofAugust ~~December~~19, 312013, ~~2012~~Zentric, weInc. ~~have~~received ~~paid~~the anotice ~~total~~ of ~~$82,000~~conversion ~~and~~to ~~accrued~~convert $~~234~~12,~~400~~000 toof ~~our~~the ~~directors~~Note orfrom ~~officers~~Asher ~~in consideration for their services rendered to our Company in their capacity as such~~Enterprises, ~~other~~Inc. ~~than~~into ~~the issuance of 500~~7,~~000~~058,824 common shares of the Company’s. ~~common~~Due ~~stock~~ to ~~Kwok~~conversion ~~Kwong~~within ~~Chan~~the onterms ~~August~~of 6the note, ~~2008. We have~~ no ~~pension,~~gain ~~health, annuity, bonus, insurance, profit sharing~~ or ~~similar~~loss ~~benefit~~was ~~plans~~realized.

33On 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.

~~Outstanding~~On ~~Equity~~December ~~Awards~~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.

~~Our~~On ~~directors~~December ~~and~~16, ~~officers~~2013, doZentric, ~~not~~Inc. ~~have~~received ~~unexercised~~the ~~options~~notice of conversion to convert $4,700 ~~stock~~of ~~that~~the ~~has~~Note ~~not~~from ~~vested~~Asher Enterprises, orInc. ~~equity~~into ~~incentive~~7,966,102 ~~plan~~common ~~awards~~shares of the Company. Due to conversion within the terms of the note, no gain or loss was realized.

~~Compensation~~On December 23, 2013, Zentric, Inc. received the notice of ~~Directors~~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.

~~Since~~On ~~our~~December ~~incorporation~~31, on2011, ~~July~~the 21Company granted options to an officer/director of the company to acquire 4,000,000 ~~2008~~common shares, we1,000,000 ~~have~~vested ~~issued~~December ~~500~~31, 2011 at $0.03 per share; the remaining 3,000,000 ~~shares~~will vest on December 31, 2012, 2013 and 2014 at price of ~~common~~$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 ~~Kwok~~value ~~Kwong~~the ~~Chan in~~options. ~~consideration~~The ~~for~~total ~~his~~value ~~services~~of ~~rendered~~these inoptions ~~his~~was ~~capacity~~$34,841, out of the total value the company expensed $8,048 and $8,360 as ~~director~~of December 31, ~~valued~~2012 inand 2013 respectively, which is representative of the ~~amount~~value of $5the 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.

~~Item~~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. ~~Security~~Due ~~Ownership~~to conversion within the terms of ~~Certain~~the ~~Beneficial~~note, ~~Owners~~no ~~and~~gain ~~Management~~or loss was realized.

~~The~~On ~~following~~March ~~table lists~~3, ~~as of April 15~~2014, ~~2013~~Zentric, ~~the~~Inc. ~~number~~received ~~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~~notice ~~owner~~ of ~~more~~conversion ~~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~~convert ~~ownership~~$3,000 of ~~common stock by our~~ principal ~~shareholders~~from ~~and~~Asher ~~management~~Enterprises, ~~is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission~~Inc. ~~Under~~into ~~these rules~~7,692,308 acommon ~~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~~Company. ~~The~~Due ~~person is also deemed~~ to beconversion ~~a beneficial owner of any security of which that person has a right to acquire beneficial ownership~~ within ~~60 days. Under~~ the ~~Securities~~terms ~~and Exchange Commission rules, more than one person may be deemed to be a beneficial owner~~ of the ~~same securities~~note, ~~and~~no again ~~person may be deemed to be a beneficial owner of securities as to which he~~ or ~~she~~loss ~~may~~was ~~not have any pecuniary beneficial interest~~realized. ~~Except as noted below, each person has sole voting and investment power.~~

The percentages below are calculated based on 111,275,827 shares of our common stock issued and outstanding as of April 15, 2013. 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.26

Name of Beneficial Owner	Title Of Class	Amount and Nature of Beneficial Ownership		Percent of Class
Mr. Jeff Mak	Common		19,750,000		17.7	%
William Tien	Common		6,666,667		6.0	%
Directors and Officers as a Group (2 person)	Common		26,416,667		23.7	%

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.

34On 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.

~~Changes~~On inApril ~~Control~~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.

~~There~~On ~~are~~April no15, ~~arrangements~~2014, ~~which~~Zentric, ~~may~~Inc. ~~result~~received inthe anotice ~~change~~of inconversion ~~control~~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.

~~Item~~On 13April 16, 2014, Zentric, Inc. ~~Certain~~received ~~Relationships~~the notice of conversion to convert $8,000 of principal from Asher Enterprises, Inc. together with $1,300 of accrued and ~~Related~~unpaid ~~Transactions~~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.

~~Other~~On ~~than~~May ~~the~~13, ~~transactions~~2014, ~~discussed below~~Zentric, weInc. ~~have~~received ~~not~~the ~~entered~~notice ~~into~~of ~~any~~conversion ~~transaction~~to ~~nor~~convert ~~are~~$9,500 ~~there~~of ~~any~~principal ~~proposed~~from ~~transactions~~Asher inEnterprises, ~~which~~Inc. ~~our~~into ~~Director~~15, ~~executive officer~~322,581 ~~stockholder~~common orshares ~~any member~~ of the ~~immediate~~Company. ~~family~~Due ofto ~~the~~conversion ~~foregoing~~within ~~had~~the orterms isof tothe ~~have~~note, ano ~~direct~~gain or ~~indirect~~loss ~~material~~was ~~interest~~realized.

~~Our~~On ~~officers~~May ~~and~~16, ~~directors~~2014, ~~have~~Zentric, ~~advanced~~Inc. ~~funds~~received ~~for~~the ~~professional~~notice ~~fees~~of ~~and~~conversion ~~general~~to ~~expenses~~convert in$1,500 ~~the~~of ~~amount~~principal offrom ~~$92~~Asher Enterprises,~~778~~ Inc. together with $440 of accrued and unpaid interest totaling $121,~~232~~940 asinto 3,129,032 common shares of ~~December~~the ~~31,~~Company. ~~2012~~Due ~~and~~to ~~2011~~conversion within the terms of the note, ~~respectively~~no gain or loss was realized.

~~Item~~On 14June 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. ~~Principal~~ ~~Accounting~~Each ~~Fees~~share of the Series A preferred stock shall have 100 votes on the election of their directors and ~~Services~~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.

~~Audit~~On ~~Fees~~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.

~~The~~On ~~aggregate~~September ~~fees~~3, ~~billed~~2014, ~~for~~Zentric, ~~professional~~Inc. ~~services~~received ~~rendered~~the bynotice ~~the~~of ~~Company’s~~conversion to convert $7,965 of principal ~~accountant~~from ~~for~~Asher ~~the~~Enterprises, ~~audit~~Inc. into 24,136,364 common shares of the Company’s. ~~annual~~Due ~~financial~~to ~~statements~~conversion ~~for~~within the ~~fiscal~~terms ~~years~~of ~~ended~~the ~~December 31~~note, ~~2012~~no ~~and~~gain ~~2011~~or ~~were~~loss ~~$8,850~~was ~~and $7,800 respectively~~realized.

~~Audit-Related~~On ~~Fees~~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.

~~The~~On ~~Company~~September ~~incurred~~22, no2014, ~~fees~~Zentric, ~~during~~Inc. received the ~~last~~notice ~~two~~of ~~fiscal~~conversion ~~years~~to ~~for~~convert ~~assurance~~$7,000 ~~and~~of ~~related services by the Company’s~~ principal ~~accountant~~from ~~that~~Asher ~~were~~Enterprises, ~~reasonably~~Inc. ~~related~~into to24,137,931 ~~the~~common ~~performance~~shares of the ~~audit~~Company. orDue ~~review~~to ofconversion within the ~~registrant’s~~terms ~~financial~~of ~~statements~~the ~~and~~note, ~~are~~no ~~not~~gain ~~reported~~or ~~under~~loss ~~Item~~was ~~9(e)(1) of Schedule A~~realized.

~~Tax~~On ~~Fees~~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.

~~The~~Holders ~~Company~~of ~~incurred~~common nostock ~~fees~~are ~~during~~entitled ~~the~~to ~~last~~one ~~two~~vote ~~fiscal~~for ~~years~~each ~~for~~share ~~professional~~held. ~~services~~There ~~rendered~~are byno restrictions that limit the Company’'s ~~principal~~ability ~~accountant~~to ~~for~~pay ~~tax~~dividends ~~compliance,~~on ~~tax~~its ~~advice~~common ~~and~~stock. ~~tax~~The ~~planning~~Company has not declared any dividends since incorporation.

~~All Other Fees~~27

~~The~~5. ~~Company~~RELATED ~~incurred~~PARTY fees during the last two fiscal years ended December 31, 2012 and 2011 were $8,850 and $7,500 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.TRANSACTIONS

35Related 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:

~~PART~~On IVApril 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.

~~Item~~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. ~~Exhibits~~ During the period ended December 31, ~~Financial~~2014, ~~Statement~~the ~~Schedules~~Company borrowed $2,990 and repaid $58,233.

On April 1, 2014, the Company entered into a~~) Exhibits~~ 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.

(3.1)	(i) Articles of Incorporation
(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

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.

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

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.

~~(1) Incorporated~~On byJune ~~reference~~3, 2014, the Company authorized 4,000,000 shares of Series A Preferred Stock to ~~previous~~be ~~filing~~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.

~~(2) These~~6. ~~items~~NOTES ~~have been previously filed~~PAYABLE

**On ~~XBRL~~April ~~(Extensible~~2010, ~~Business~~the ~~Reporting~~Company ~~Language)~~entered ~~information~~into isa ~~furnished~~Promissory ~~and~~Note ~~not~~that ~~filed~~carries oran ainterest ~~part~~rate of a15% ~~registration~~interest ~~statement~~rate orwith ~~prospectus~~a ~~for~~related ~~purposes~~party. ofNote ~~Sections 11~~payable orbalance 12as of ~~the~~December ~~Securities~~31, ~~Act~~2014 ofand ~~1933,~~2013 asis ~~amended~~$7,018. isInterest ~~deemed~~accrual ~~not filed~~ for ~~purposes~~all ofloans ~~Section 18~~outstanding as of ~~the~~December ~~Securities~~31, ~~Exchange~~2014 ~~Act~~and ofDecember ~~1934~~31, as2013 ~~amended~~are $4,752 and ~~otherwise~~$3,152, ~~is not subject to liability under these sections~~respectively.

~~b) Reports~~7. onINCOME ~~Form 8-K~~TAXES

~~Form~~The ~~8-K~~Company ~~Filed~~accounts ~~on January~~for ~~18,~~income ~~2012~~taxes ~~reporting~~under ~~that on~~FASB ~~January~~ASC 9740-10, ~~2012~~which ~~the~~requires ~~Board~~use of ~~Directors~~the ofliability ~~Zentric, Inc~~method. ~~filed~~FASB aASC ~~Certificate~~740-10-25 ofprovides ~~Amendment~~that todeferred ~~the~~tax ~~Articles~~assets ofand ~~Incorporation~~liabilities ~~with~~are recorded based on the ~~Secretary~~differences ofbetween ~~State~~the tax bases of ~~Nevada~~assets ~~increasing~~and ~~the~~liabilities ~~authorized~~and ~~number~~their ofcarrying ~~common~~amounts ~~shares~~for tofinancial ~~500~~reporting purposes,~~000,000~~ referred to as temporary differences.

~~Form~~As ~~8-K~~of December ~~Filed~~31, on2014, ~~March~~there ~~20,2012,~~were ~~Zentric~~no ~~(HK)~~differences ~~Limited,~~between afinancial ~~wholly~~reporting ~~owned~~and ~~subsidiary~~tax bases of ~~Zentric,~~assets ~~Inc~~and liabilities. ~~entered~~The ~~into~~Company anwill ~~EPC~~have ~~agreement~~tax ~~with~~losses ~~Matinee~~available ~~Energy,~~to ~~Inc.~~be ~~for~~applied ~~construction~~against byfuture ~~Zentric,~~years’ ~~Inc.~~income as result of the ~~solar~~losses ~~power~~incurred. ~~plants~~However, ~~for~~due ~~20MWdcp~~to ~~(U$72M)~~the losses incurred in ~~Benson,~~the ~~Arizona~~period and expected future operating results, asmanagement ~~part~~determined ofthat it is more likely than not that the ~~aggregated~~deferred ~~120~~tax ~~MWdcp~~asset resulting from the tax losses available for carryforward will not be realized through the reduction of ~~plants~~future ~~using~~income tax payments. Accordingly a ~~part~~100% ofvaluation allowance has been recorded for deferred income tax assets. The net loss carry-forward was $2,010,140 and $1,726,647 for the ~~larger~~years ~~site~~ended ~~(1200~~December ~~acres)~~31, 2014 and December 31, 2013 respectively.

On April 4, 2012, Zentric (HK) Limited, a wholly owned subsidiary of Zentric, Inc., has withdrawn from the EPC Agreement dated January 7, 2012 with Matinee Energy, Inc. to build a 20MWdcp solar power plant in Benson Arizona.28

OnThe ~~April~~deferred ~~10,~~tax ~~2012,~~asset ~~Zentric,~~for ~~Inc.~~December ~~has~~31, ~~entered~~2014 ~~into an Agreement to purchase Innovative Solar I LLC~~ and ~~Innovative~~December ~~Solar II~~31, ~~LLC,~~2013 ~~each~~is ~~the~~as ~~owner/developer of separate 800KW solar power plants in Leicester, North Carolina valued at $4 million each to build.~~follows:

On December 21, 2012, Zentric, Inc. has entered into an Agreement with the County of Henderson, North Carolina to relocate and consolidate operations of the company to Henderson County. Zentric, Inc. agrees to invest over $7 million in personal property and create 116 new jobs over 4 years.

	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	$	-		$	-

36Based 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.

~~SIGNATURES~~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:

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.

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

	ZENTRIC, INC.
Date: April 15, 2013	By:	/s/ Jeff Mak
	Name	Jeff Mak
	Title	Chief Executive Officer, Chief Financial Officer
		(Principal Executive Financial and Accounting Officer)

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

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.

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

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

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.

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

	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)

Filing Compare · Zentric, Inc.