Private Placement Memorandum Global Integration Platform for Consumers and Business Telephony PRIVATE PLACEMENT MEMORANDUM TELCENTRIS, INC. (dba Voxox) Up to $6,000,000 A Private Offering of up to 1,714,285 Shares of Common Stock Telcentris, Inc. (“Telcentris” or the “Company”), a Delaware corporation, is hereby privately offering (“the Offering”) up to One Million Seven Hundred Fourteen Thousand Two Hundred Eighty Five (1,714,285) shares (“the Shares”) of its Common Stock at $3.50 per Share to be sold in minimum units of Fifteen Thousand (15,000) Shares (rounded up to the nearest whole share) (individually a “Unit” and collectively the “Units”) to be sold at Fifty Two Thousand Five Hundred Dollars ($52,500) per Unit (the “Minimum Purchase”) to a limited number of accredited investors (the “Subscribers”). In addition, the Company reserves the right to offer and sell up to an additional 342,857 Shares. (See “PLAN OF DISTRIBUTION” and “DESCRIPTION OF SECURITIES.”) Subscribers may purchase less than the minimum at the sole discretion of Telcentris. (See “USE OF PROCEEDS.”) Offers and sales of the Units will be made only to accredited investors who are deemed acceptable to Telcentris. (See “INVESTOR SUITABILITY STANDARDS.”) Price to Selling Proceeds to Investors1 Commissions2 Company3 -------------------------------------------------------------------------------------------------------------------------------------------- Price Per Share: $ 3.50 $ 0.352 $ 3.153 Minimum Purchase (One Unit or 15,000 Shares) $ 52,500.001 $ 5,250.002 $ 47,250.003 Total Maximum Offering (1,714,285 Shares) $ 6,000,000.001 $ 600,000.002 $5,400,000.003 -------------------------------------------------------------------------------------------------------------------------------------------- Telcentris is an innovator in cloud-based unified communications and VoIP solutions for consumer, business and wholesale markets. The foundation of the company's offerings is its award-winning and proprietary unified communications platform that enables the Company and its customers to build powerful, scalable applications and services. For consumers, Telcentris delivers Voxox, a “freemium” (free with paid options) service that offers users a free phone number that is voice, text, and fax enabled, and integrates instant messaging, social networking, file sharing, real time language translation and other communication modalities together to help alleviate communication overload. Voxox is available on desktop and mobile platforms and also runs as a “cloud based service”. For businesses, Telcentris provides Voxox for business – a complete suite of VoIP business phone solutions, such as Cloud Phone, Hosted IP PBX, and SIP Trunking, that are often more cost effective, efficient and easier to manage than traditional options. Telcentris also sells wholesale calling, texting to high volume enterprise customers such as call centers and other phone companies. Founded in 2006, Telcentris is headquartered in San Diego. For more information, please visit www.voxox.com. These securities involve a high degree of risk. Subscribers are urged to review information regarding Telcentris’ lack of operating income, capital needs, and other risk factors to be considered by investors prior to subscribing for Shares. (See “RISK FACTORS.”) THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 4(a)(2) OF THE ACT, RULE 506 OF REGULATION D OF THE GENERAL RULES AND REGULATIONS PROMULGATED THEREUNDER BY THE SECURITIES AND EXCHANGE COMMISSION. ACCORDINGLY, DISTRIBUTION OF THIS PRIVATE PLACEMENT MEMORANDUM IS LIMITED TO PERSONS WHO MEET CERTAIN MINIMUM FINANCIAL QUALIFICATIONS AND THIS PRIVATE PLACEMENT MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY WITH RESPECT TO ANY PERSON WHOM DOES NOT MEET SUCH FINANCIAL QUALIFICATIONS. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THIS PRIVATE PLACEMENT MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. TELCENTRIS – Private Placement Memorandum September 1, 2014 Nicholas Hodge 0000006737 The date of this Private Placement Memorandum is September 1, 2014, The Offering will terminate no later than December 31, 2014 unless extended at the sole discretion of Telcentris (the “Offering Termination Date”). Management reserves the right to terminate the Offering at any time and to consider any subscriptions which have been tendered to Telcentris on or before the Offering Termination Date. (See “SALE AND DISTRIBUTION OF SHARES”) FOOTNOTES FROM COVER PAGE 1. The entire purchase price per Unit for the Shares (the “Subscription Price”) is due and payable in cash upon a subscription. (See “SALE AND DISTRIBUTION OF SHARES” and “DESCRIPTION OF COMMON STOCK”). The Company reserves the right to expand the offering in its discretion to offer and sell up to an additional $1,200,000 in Shares. 2. Telcentris may pay commissions and finder’s fees of up to ten percent (10%) or more to agents and finders. In addition, we may elect or be required to utilize a combination of brokers and/or finders in which case the aggregate of commissions or finder’s fees could reach twenty percent (20%) or more. Telcentris also reserves the right to utilize the services of its officers, directors, and employees to assist in securing investors or to use more than one placement agent and/or pay finder's fees to licensed individuals. Officers, and directors, and employees of Telcentris will not be paid a finder’s fee or commission. 3. These amounts are before deducting costs and expenses other than commissions and finder's fees, and do not include other expenses incurred in connection with this Offering. (See “USE OF PROCEEDS.”) SUBSCRIPTION INSTRUCTIONS In order to subscribe for Units an investor must deliver to Telcentris, Inc., at 9276 Scranton Road, Suite 300, San Diego, California, 92121, Telephone: (858) 952-0696, Fax: (858) 400-0400 each of the following: 1. The Subscription Agreement and Subscriber Questionnaire, attached as Exhibit 1, completed and signed by the investor. 2. A check (cashier’s or certified funds preferred) for the Shares subscribed for payable to Telcentris, Inc., or a Wire Transfer to Telcentris’ corporate bank account (please inquire for wire instructions). [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK] TELCENTRIS – Private Placement Memorandum September 1, 2014 TABLE OF CONTENTS SUBSCRIPTION INSTRUCTIONS 2 TERMS OF OFFERING 6 BUSINESS OVERVIEW 7 RISK FACTORS 1 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 17 USE OF PROCEEDS 19 CAPITALIZATION 20 THE BUSINESS OF THE COMPANY 21 PRODUCTS AND SERVICES 25 ENABLING TECHNOLOGIES 30 COMPETITIVE LANDSCAPE 38 MARKETING 41 REVENUE GENERATION / SALES 46 MANAGEMENT TEAM 48 ADVISORY BOARD 54 DILUTION 57 PRINCIPAL SHAREHOLDERS 58 DESCRIPTION OF SECURITIES 59 CERTAIN TRANSATIONS 61 PLAN OF DISTRIBUTION 63 INVESTOR SUITABILITY STANDARDS 64 ADDITIONAL INFORMATION 66 APPENDIX A – FINANCIAL STATEMENTS 67 EXHIBIT 1 – TELCENTRIS, INC. SUBSCRIPTION AGREEMENT AND ACCREDITED INVESTOR QUESTIONNAIRE 80 TELCENTRIS – Private Placement Memorandum September 1, 2014 CONFIDENTIALITY ACCEPTING THIS PRIVATE PLACEMENT MEMORANDUM (HEREINAFTER SOMETIMES THE “MEMORANDUM”) CONSTITUTES THE OFFEREE’S AGREEMENT, AND THAT OF HIS OR HER REPRESENTATIVE, IF ANY, TO MAINTAIN THE CONFIDENTIALITY OF THE INFORMATION IN THIS MEMORANDUM. THIS MEMORANDUM MAY NOT BE REPRODUCED IN WHOLE OR IN PART. COPIES OF THIS MEMORANDUM WILL BE PROVIDED TO AN OFFEREE’S REPRESENTATIVE UPON REQUEST. USE OF THE INFORMATION IN THIS MEMORANDUM FOR ANY OTHER PURPOSE THAN EVALUATING A PURCHASE OF THE SHARES DESCRIBED HEREIN IS PROHIBITED. NOTICES THIS PRIVATE PLACEMENT MEMORANDUM HAS BEEN PREPARED BY TELCENTRIS AND IS SUBMITTED SOLELY FOR THE PURPOSE OF EVALUATING THE INVESTMENT OFFERED HEREBY. NOTHING CONTAINED IN THIS PRIVATE PLACEMENT MEMORANDUM IS OR SHOULD BE RELIED UPON AS A GUARANTEE OR REPRESENTATION AS TO FUTURE EVENTS. MUCH OF THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL AND HAS NOT, AND WILL NOT BE PUBLICLY DISCLOSED. BY ACCEPTING THIS PRIVATE PLACEMENT MEMORANDUM, THE RECIPIENT AGREES NOT TO REPRODUCE THIS PRIVATE PLACEMENT MEMORANDUM, EITHER IN PART OR IN WHOLE, AND ITS USE IS PERMITTED ONLY BY THE PARTY IDENTIFIED ON THE COVER PAGE HEREOF FOR THE SOLE PURPOSE OF EVALUATING THE INVESTMENT OFFERED HEREBY. IF THE PARTY IDENTIFIED ON THE COVER PAGE HEREOF DECIDES NOT TO SUBSCRIBE FOR SHARES, THIS PRIVATE PLACEMENT MEMORANDUM MUST BE RETURNED TO TELCENTRIS OR DESTROYED UPON TELCENTRIS’S REQUEST. Neither we, nor the placement agents have authorized anyone to provide you with information that is different from that contained in this Memorandumor with any other information, and neither we, nor the placement agents can assure you that information extrinsic to this Private Placement Memorandum is reliable. The information contained in this Private Placement Memorandum is accurate only as of the date on the front cover of this Private Placement Memorandum, or other date stated herein, regardless of the time of delivery of this Private Placement Memorandum or of any sale of our Common Stock. THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS (THE