UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~December~~January 132, ~~2018~~2019

Zenergy Brands, Inc.

(Exact name of registrant as specified in its charter)

Nevada		000-55771		20-8881686
(State or other jurisdiction of incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)

7700 Windrose Ave. #G300, Plano, Texas 75024

(Address of principal executive offices) (Zip Code)

469-228-1400

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 ~~Entry~~Enter into a Material Definitive Agreement

On ~~April~~August 329, 2018, Zenergy ~~Power & Gas, Inc. (“ZP&G”), a Texas corporation and a wholly-owned subsidiary of Zenergy~~ Brands, Inc., a Nevada corporation (the “Company”) ~~consummated the purchase of 87.37% of the issued and outstanding equity interests (the “Purchased Interests”) of Enertrade Electric~~, ~~LLC,~~executed a ~~Texas~~Term ~~limited~~Sheet ~~liability~~to ~~company~~enter ~~(“Enertrade”),~~into ~~from Luccirelli & Gomez,~~a ~~LLC~~Debenture ~~(“L&G”)~~facility ~~and~~for ~~TCN~~up ~~Holdings,~~to ~~LLC~~$10 ~~(“TCN”~~Million ~~and together~~ with ~~L&G,~~TCA ~~collectively,~~Global ~~the~~Credit ~~“Sellers”),~~Master ~~pursuant to the terms and conditions of that certain Equity Interest Purchase Agreement and any amendments associated with the same~~Fund, ~~dated January 20~~LP, ~~2017,~~a byfund ~~and~~management ~~among~~group ~~ZP&G,~~specializing ~~Enertrade,~~in ~~the Sellers~~senior, secured ~~and~~lending ~~Genaro Gomez Castanares~~ and ~~Donnie~~advisory ~~Goodwin (the~~services (“~~Principals~~TCA”).

~~Soon~~After ~~after~~several ~~the~~months ~~purchase,~~of ~~the~~due Company realized that the Sellers had made at least three material misrepresentations in the respective disclosure schedule. The Company decided to attempt to address and repair these areas within Enertradediligence, ~~which had been misrepresented by~~ the ~~Sellers.~~parties ~~Simultaneously,~~effectively ~~the~~closed ~~Company and~~ the ~~Sellers~~transaction ~~have~~on ~~entered~~December ~~into settlement negotiations regarding the original purchase agreement~~26, ~~terms, and obligations, which continue to this day~~2018. ~~Since~~This ~~the~~closing ~~purchase~~event ~~date above, Enertrade has been operationally~~included ~~managed~~an byinitial atranche ~~team,~~of ~~selected~~funding ~~and~~in ~~managed by~~ the ~~Company.~~amount ~~Since the acquisition date~~ of ~~April 3, 2018 to September 30, 2018, Enertrade Electric, LLC generated approximately~~ $~~735,000~~1.6 ~~in revenue~~million. InAs ~~spite of~~ the ~~progress~~Company ~~that~~acquires ~~had~~and ~~been~~implements ~~made,~~more ~~over~~Zero ~~the~~Cost ~~past~~projects ~~approximate~~over ~~30 days~~2019, ~~the~~it ~~Company~~will ~~concluded~~pursue ~~that~~more itdrawdowns ~~was~~from inthe ~~its~~Debenture ~~best~~accordingly, ~~interest~~subject to ~~cease~~TCA’s ~~its~~respective ~~REP~~approvals ~~operations~~ and ~~plan~~the aCompany’s continued ~~re-launch sometime in 2019~~performance.

ToThe ~~the~~transaction ~~same,~~encompasses ona ~~December~~total ~~10,~~of ~~2018~~six core agreements, ~~Enertrade~~together ~~entered~~with ~~into~~supplemental anexhibits ~~asset~~and ~~purchase~~certifications ~~agreement~~in ~~transaction~~support ~~with~~of ~~Infuse~~the deal. ~~Energy~~These include the $10 million Debenture, ~~LLC~~a ~~wherein Enertrade~~Share ~~would~~Purchase ~~sell~~Agreement, ~~and~~a ~~transfer~~Security ~~all~~Agreement, ofan ~~its~~Advisory ~~electricity~~Agreement, ~~customers~~a toPledge Agreement, ~~Infuse~~and ~~Energy.~~a ~~Due~~Personal toGuarantee. ~~some~~The repayment of the ~~various~~Debenture ~~problems~~is ~~and~~secured ~~setbacks inherited~~by ~~within~~a ~~the~~first ~~infrastructure~~position ofsecurity ~~Enertrade,~~interest in substantially all of the Company’s ~~was~~assets ~~not~~in ~~able~~favor toof ~~monetize~~TCA. ~~the~~The ~~assets~~Debenture ofmatures ~~Enertrade~~30 inmonths afrom ~~favorable manner;~~December ~~instead~~26, ~~the~~2018, ~~Company~~and ~~had~~bears tointerest at ~~pay~~the arate ~~one-time~~of ~~sum~~12 ofpercent ~~$60,000~~(12%).00 toThe ~~Infuse~~parties ~~Energy,~~created ~~LLC~~and inhave ~~order~~agreed to ~~take~~a ~~the~~customized ~~assets~~repayment ofschedule, ~~Enertrade. The~~which ~~effective~~is ~~date~~a ofhybrid ~~this~~model that ~~transaction~~starts iswith ~~expected~~interest-only topayments ~~take~~for ~~effect~~the onfirst orsix ~~around~~months ~~December~~and ~~13,~~then ~~2018.~~ramps ~~Shortly~~up ~~thereafter,~~over the ~~Company will~~term, ~~unwind~~with the ~~operation~~final ofsix ~~Enertrade~~months ~~completely,~~representing larger ~~while~~balloon-style ~~settling~~payments. ~~all~~The respective ~~vendor~~payments orare ~~supplier~~due ~~accounts~~in ~~over~~monthly ~~the~~installments ~~next~~beginning ~~quarter. The~~on ~~Company~~January ~~has~~26, ~~voluntarily~~2019, ~~released~~and ~~the~~ending on ~~Enertrade~~June ~~Retail~~26, ~~Electric Provider license~~2021.

~~The~~In addition to utilizing the Company’s ~~plan~~Zero isCost ~~for~~and ~~ZP&G~~NAUP toBrokerage ~~relaunch~~contracted ~~its~~revenue ~~commodity~~streams ~~sales~~as ~~business~~collateral, onCompany aCEO ~~more~~Alex Rodriguez ~~effective~~pledged ~~operating~~his ~~platform,~~ten ~~with~~million ashares ~~new strategic~~of ~~wholesale~~Series ~~supplier~~B asstock, ~~its~~also ~~premier~~referred ~~vendor~~to ~~sometime~~as inthe ~~2019.~~“control Asblock” aas ~~result~~collateral in ofthe ~~all~~event of ~~these~~a ~~events~~default. Moreover, ~~the~~Rodriguez ~~Company~~and ishis ~~also~~spouse ~~exploring ways~~have toalso ~~better~~entered ~~separate~~into ~~its~~a ~~business~~Personal ~~units,~~Guarantee agreement in ~~order~~support of tothe ~~better~~transaction. ~~accommodate~~Upon ~~its~~the ~~existing~~occurrence ~~and~~of ~~any~~an ~~anticipated~~event ~~future~~of ~~senior~~default, ~~secured lenders.~~TCA ~~The~~may ~~Company~~convert ~~believes~~all ~~that~~or ~~these~~any ~~changes~~portion ~~will~~of ~~not~~the ~~have~~outstanding aprincipal, accrued ~~negative~~and ~~impact~~unpaid oninterest, ~~the~~and ~~Company’s~~any ~~primary~~other ~~business~~sums ~~unit otherwise~~due ~~known~~and aspayable under the ~~Zero~~Debenture ~~Cost~~into ~~Program~~shares of the Company’s common stock.

The Company plans to utilize the Debenture as a revolving credit facility to fund current and future Zero Cost contracts and other revenue generating projects throughout 2019.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Zenergy Brands, Inc.
	(Registrant)
Date: December 14, 2018	/s/ ALEX RODRIGUEZ
Date: January 2, 2019	/s/ ALEX RODRIGUEZ
	ALEX RODRIGUEZ
	Chief Executive Officer

Filing Compare · ZENERGY BRANDS, INC.